Exhibit 10.12(b)


 




 


 





LEASE 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,


as Lessor


 


and


 


SABRE INC.,


as Lessee




 


 





 


This Lease Agreement is subject
to a security interest in favor of 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 (the “Agent”) under a
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 the Agent, as amended, modified, extended,
supplemented, restated and/or replaced from time to time in accordance with the
applicable provisions thereof.  This
Lease Agreement has been executed in several counterparts.  To the extent, if any, that this Lease Agreement
constitutes chattel paper (as such term is defined in the Uniform Commercial
Code as in effect in any applicable jurisdiction), no security interest in this
Lease Agreement may be created through the transfer or possession of any
counterpart other than the original counterpart containing the receipt therefor
executed by the Agent on the signature page hereof.


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
  1.1
  Definitions.

  	
   

  
	
  1.2 Interpretation.

  	
   

  
	
  ARTICLE II

  	
   

  
	
  2.1
  Property.

  	
   

  
	
  2.2 Lease Term.

  	
   

  
	
  2.3 Title.

  	
   

  
	
  2.4 Lease Supplements.

  	
   

  
	
  ARTICLE III

  	
   

  
	
  3.1 Rent.

  	
   

  
	
  3.2 Payment of Basic Rent.

  	
   

  
	
  3.3 Supplemental Rent.

  	
   

  
	
  3.4 Performance on a
  Non-Business Day.

  	
   

  
	
  3.5 Rent Payment Provisions.

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  4.1 Taxes; Utility Charges.

  	
   

  
	
  ARTICLE V

  	
   

  
	
  5.1 Quiet Enjoyment.

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  6.1
  Net Lease.

  	
   

  
	
  6.2 No Termination or
  Abatement.

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  7.1 Ownership of the
  Properties.

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  8.1 Condition of the
  Properties.

  	
   

  
	
  8.2 Possession
  and Use of the Properties.

  	
   

  
	
  8.3 Integrated Properties.

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  9.1 Compliance
  with Legal Requirements, Insurance Requirements and Manufacturer’s
  Specifications and Standards.

  	
   

  
	
  ARTICLE X

  	
   

  
	
  10.1 Maintenance and Repair; Return.

  	
   

  
	
  10.2 Environmental Inspection.

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  11.1 Modifications.

  	
   

  
	
  ARTICLE XII

  	
   

  
	
  12.1 Warranty of Title.

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
  13.1
  Permitted Contests Other Than in Respect of Indemnities.

  	
   

  
	
  13.2 [Intentionally Omitted].

  	
   

  
	
  ARTICLE XIV

  	
   

  
	
  14.1 Public Liability
  Insurance.

  	
   

  
	
  14.2 Permanent
  Hazard and Other Insurance.

  	
   

  
	
  14.3
  Coverage.

  	
   

  
	
  14.4 Additional
  Insurance Requirements.

  	
   

  
	
  ARTICLE XV

  	
   

  
	
  15.1 Casualty and
  Condemnation.

  	
   

  
	
  15.2 Environmental Matters.

  	
   

  
	
  15.3 Notice of
  Environmental Matters.

  	
   

  
	
  ARTICLE XVI

  	
   

  
	
  16.1 Termination Upon
  Certain Events.

  	
   

  
	
  16.2 Procedures.

  	
   

  
	
  ARTICLE XVII

  	
   

  



 


i

















 


	
  17.1 Lease Events of Default.

  	
   

  
	
  17.2 Surrender of Possession.

  	
   

  
	
  17.3 Reletting.

  	
   

  
	
  17.4
  Damages.

  	
   

  
	
  17.5 Power of Sale.

  	
   

  
	
  17.6 Final Liquidated
  Damages.

  	
   

  
	
  17.7 Environmental Costs.

  	
   

  
	
  17.8 Waiver of Certain
  Rights.

  	
   

  
	
  17.9 Assignment
  of Rights Under Contracts.

  	
   

  
	
  17.10 Remedies Cumulative.

  	
   

  
	
  ARTICLE XVIII

  	
   

  
	
  18.1 Lessor’s
  Right to Cure Lessee’s Lease Defaults.

  	
   

  
	
  ARTICLE XIX

  	
   

  
	
  19.1
  Provisions Relating to Lessee’s Exercise of its Purchase Option.

  	
   

  
	
  19.2
  No Purchase or Termination With Respect to Less than All of a Property.

  	
   

  
	
  ARTICLE XX

  	
   

  
	
  20.1
  Purchase Option or Sale Option-General Provisions.

  	
   

  
	
  20.2 Lessee Purchase Option.

  	
   

  
	
  20.3 Third Party Sale Option.

  	
   

  
	
  ARTICLE XXI

  	
   

  
	
  21.1 [Intentionally Omitted].

  	
   

  
	
  ARTICLE XXII

  	
   

  
	
  22.1 Sale Procedure.

  	
   

  
	
  22.2 Application of
  Proceeds of Sale.

  	
   

  
	
  22.3 Indemnity for
  Excessive Wear.

  	
   

  
	
  22.4 Appraisal Procedure.

  	
   

  
	
  22.5  Certain Obligations Continue.

  	
   

  
	
  22.6 Out Parcel Sale.

  	
   

  
	
  ARTICLE XXIII

  	
   

  
	
  23.1 Holding Over.

  	
   

  
	
  ARTICLE XXIV

  	
   

  
	
  24.1 Risk of Loss.

  	
   

  
	
  ARTICLE XXV

  	
   

  
	
  25.1 Assignment.

  	
   

  
	
  25.2 Subleases.

  	
   

  
	
  ARTICLE XXVI

  	
   

  
	
  26.1
  No Waiver.

  	
   

  
	
  ARTICLE XXVII

  	
   

  
	
  27.1 Acceptance of Surrender.

  	
   

  
	
  27.2 No Merger of Title.

  	
   

  
	
  ARTICLE XXVIII

  	
   

  
	
  ARTICLE XXIX

  	
   

  
	
  29.1
  Notices.

  	
   

  
	
  ARTICLE XXX

  	
   

  
	
  30.1 Miscellaneous.

  	
   

  
	
  30.2 Amendments and
  Modifications.

  	
   

  
	
  30.3 Successors and Assigns.

  	
   

  
	
  30.4 Headings and Table
  of Contents.

  	
   

  
	
  30.5 Counterparts.

  	
   

  
	
  30.6 GOVERNING LAW.

  	
   

  
	
  30.7 Calculation of Rent.

  	
   

  
	
  30.8 Memoranda
  of Lease and Lease Supplements.

  	
   

  
	
  30.9
  Allocations between the Lenders and the Holders.

  	
   

  
	
  30.10 Limitations on Recourse.

  	
   

  
	
  30.11 WAIVERS OF JURY TRIAL.

  	
   

  



 


ii

















 


	
  30.12 Exercise of Lessor
  Rights.

  	
   

  	 

	
  30.13 SUBMISSION TO JURISDICTION;
  VENUE.

  	
   

  	 

	
  30.14 USURY SAVINGS PROVISION.

  	
   

  	 

	
  30.15
  ENTIRE AGREEMENT.

  	
   

  	 

	
   

  	
   

  	 

	
  EXHIBITS

  	
   

  	 

	
   

  	
   

  	 

	
  EXHIBIT
  A 

  	
  -

  	
  Form of Lease Supplement

  
	
  EXHIBIT
  B 

  	
  -

  	
  Form
  of Memorandum of Lease and Lease Supplement

  	 

					



 


iii

















 


LEASE
AGREEMENT


 


THIS LEASE
AGREEMENT dated as of September 14,  1999 (as amended, modified, extended,
supplemented, restated and/or replaced from time to time, this “Lease”)
is between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, having its principal office at 79 South Main Street, Salt Lake
City, Utah 84111, not individually, but solely as the Owner Trustee under the
TSG Trust 1999-1, as lessor (“Lessor”), and SABRE INC., a Delaware
corporation, having its principal place of business at 4255 Amon Carter
Boulevard, Fort Worth, Texas  76155, as
lessee (“Lessee”).


 


W
I  T  N  E  S  S  E  T  H:


 


A.                                   WHEREAS,
subject to the terms and conditions of the Participation Agreement and the
Agency Agreement, Lessor will (i) purchase various parcels of real property,
some of which will (or may) have existing Improvements thereon, from one (1) or
more third parties designated by Lessee and (ii) fund the acquisition,
installation, testing, use, development, construction, operation, maintenance,
repair, refurbishment and restoration of the Properties by the Construction
Agent; and


 


B.                                     WHEREAS,
the Basic Term shall commence with respect to each Property upon the Property
Closing Date with respect thereto; except that, Basic Rent with respect thereto
shall not be payable until the applicable Rent Commencement Date; and


 


C.                                     WHEREAS,
Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor,
each Property;


 


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


 


ARTICLE
I


 


1.1                               Definitions.


 


For purposes
of this Lease, capitalized terms used in this Lease and not otherwise defined
herein shall have the meanings assigned to them in Appendix A to that
certain 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, Lessor, the various banks and other lending
institutions which are parties thereto from time to time, as the Holders, the
various banks and other lending institutions which are parties thereto from
time to time, as the Lenders, and 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. Unless otherwise indicated,
references in this Lease to articles, sections, paragraphs, clauses,
appendices, schedules and exhibits are to the same contained in this Lease.


 


1.2                               Interpretation.


 


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


 

















 


ARTICLE II


 


2.1                               Property.


 


Subject to the
terms and conditions hereinafter set forth and contained in the respective
Lease Supplement relating to each Property, Lessor hereby leases to Lessee and
Lessee hereby leases from Lessor, the Property described in such Lease
Supplement and defined as Leased Property therein.


 


2.2                               Lease
Term.


 


The basic term
of this Lease with respect to each Property (the “Basic Term”) shall
begin upon the Property Closing Date for such Property (in each case the “Basic
Term Commencement Date”) and shall end on the fifth annual anniversary of
the Initial Closing Date (the “Basic Term Expiration Date”), unless the
Basic Term is earlier terminated or the term of this Lease is renewed (as
described below) in accordance with the provisions of this Lease.  Notwithstanding the foregoing, Lessee shall
not be obligated to pay Basic Rent until the Rent Commencement Date with
respect to such Property.


 


To the extent
no Default or Event of Default has occurred and is continuing, Lessee may
request (by written notice to the Agent, who shall give notice to each
Financing Party delivered in each case at least one hundred twenty (120) days
prior to the end of the then current term) the extension of the term of this
Lease for all, but not less than all, the Properties which are then subject to
the Operative Agreements for one (1) or two (2) additional terms each of one
(1) year’s duration from the Basic Term Expiration Date (each, a “Renewal
Term”); provided, no such Renewal Term shall be permitted unless
expressly agreed to, at the written request of Lessee, in writing by each
Lender and each Holder in each such entity’s sole discretion; provided, further,
that the expiration date for the final Renewal Term for each Property shall not
be later than the seventh anniversary of the Initial Closing Date, unless such
later expiration date has been expressly agreed to, at the written request of
Lessee, in writing by each Lender and each Holder in each such entity’s sole
discretion.  The failure by any Lender
or Holder to respond to any request from Lessee for any Renewal Term within
thirty (30) days after receipt of such requests shall be deemed a negative
response to such request.  Pursuant to
Section 10.3 of the Participation Agreement, Lessee shall have the option to
replace any Lender or any Holder that does not expressly consent within thirty
(30) days of a receipt of a request from Lessee for any Renewal Term in
accordance with the provisions of this Section 2.2.


 


2.3                               Title.


 


Each Property
is leased to Lessee without any representation or warranty, express or implied,
by Lessor and subject to the rights of parties in possession (if any), the
existing state of title (including without limitation the Permitted Liens) and
all applicable Legal Requirements. 
Lessee shall in no event have any recourse against Lessor for any defect
in Lessor’s title to any Property or any interest of Lessee therein, other than
for Lessor Liens.


 


2.4                               Lease Supplements.


 


On or prior to
each Basic Term Commencement Date, Lessee and Lessor shall each execute and
deliver a Lease Supplement for the Property to be leased effective as of such
Basic Term Commencement Date in substantially the form of Exhibit A hereto.


 


ARTICLE
III


 


3.1                               Rent.


 


(a)                                  Lessee
shall pay Basic Rent to the Agent in arrears on each Payment Date, and on any
date on which this Lease shall terminate with respect to any or all Properties
during the Term; except that with respect to each individual Property, Lessee
shall have no obligation to pay Basic Rent with respect to such Property until
the Rent Commencement Date with respect to such Property, but Basic Rent for
such


 


2

















 


Property shall nonetheless accrue from and
including the Scheduled Interest Payment Date immediately preceding such Rent
Commencement Date.


 


(b)                                 Basic
Rent shall be due and payable in lawful money of the United States and shall be
paid by wire transfer of immediately available funds on the due date therefor
(or within the applicable grace period) to such account or accounts at the
Agent as Lessor shall from time to time direct.


 


(c)                                  Lessee’s
inability or failure to take possession of all or any portion of any Property
when delivered by Lessor, whether or not attributable to any act or omission of
Lessor, the Construction Agent, Lessee or any other Person or for any other
reason whatsoever, shall not delay or otherwise affect Lessee’s obligation to
pay Rent for such Property in accordance with the terms of this Lease.


 


(d)                                 Lessee
shall make all payments of Rent prior to 1 p.m. Dallas, Texas time, on the
applicable date for payment of such amount.


 


3.2                               Payment of Basic Rent.


 


Basic Rent
shall be paid absolutely net to the Agent, so that this Lease shall yield to
Lessor the full amount thereof, without setoff, deduction or reduction.


 


3.3                               Supplemental Rent.


 


Lessee shall
pay to the Person entitled thereto any and all Supplemental Rent when and as
the same shall become due and payable, and if Lessee fails to pay any
Supplemental Rent within three (3) Business Days after the same is due, Lessor
shall have as to such failure all rights, powers and remedies provided for
herein or by law or equity or otherwise as Lessor would have in the case of
nonpayment of Basic Rent.  All such
payments of Supplemental Rent shall be in the full amount thereof, without
setoff, deduction or reduction.  Lessee
shall pay to the appropriate Person, as Supplemental Rent due and owing to such
Person, among other things, on demand, (a) any and all payment obligations
(except for amounts payable as Basic Rent, payments of Supplemental Rent to the
extent such payments have been previously paid in full by Lessee in accordance
with the provisions of the Operative Agreements, principal, interest and yield
due and owing under the Notes and Holders Certificates, respectively, amounts
expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of
the Participation Agreement, amounts due and owing as a result of any voluntary
sale of an assignment or participation interest by any Lender or Holder under
the Operative Agreements and any interest calculated at a rate equal to the
daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant
to Section 2.10(b) of the Credit Agreement) owing from time to time under the
Operative Agreements by any Person to the Agent, any Lender, any Holder or any
other Person, (b) interest at the applicable Overdue Rate on any installment of
Basic Rent not paid when due (subject to the applicable grace period) for the
period for which the same shall be overdue, and on any payment of Supplemental
Rent not paid within three (3) Business Days of the date when due or demanded
by the appropriate Person (subject to any applicable grace period) for the
period from the due date or the date of any such demand, as the case may be,
until the same shall be paid and (c) amounts referenced as Supplemental Rent
obligations pursuant to Section 8.3(e) of the Participation Agreement.  The expiration or other termination of
Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the
obligations of Lessee with respect to Supplemental Rent.  Unless expressly provided otherwise in this
Lease, Lessee shall also promptly pay and discharge any fine, penalty, interest
or cost that may be assessed or added for nonpayment or late payment in the
event of any failure on the part of Lessee to pay and discharge any
Supplemental Rent as and when due, all of which shall also constitute
Supplemental Rent.


 


3.4                               Performance on a Non-Business Day.


 


If any payment
of Basic Rent would be required hereunder on a day that is not a Business Day,
then such Basic Rent shall instead be due on the corresponding Scheduled
Interest Payment Date.  If any payment
of Supplemental Rent would be required hereunder on a day that is not a
Business Day, then such Supplemental Rent shall instead be due on the next
succeeding Business Day.


 


3

















 


3.5                               Rent Payment Provisions.


 


Lessee shall
make payment of all Basic Rent and Supplemental Rent when due (subject to the
applicable grace periods) regardless of whether any of the Operative Agreements
pursuant to which same is calculated and is owing shall have been rejected,
avoided or disavowed in any bankruptcy or insolvency proceeding involving any
of the parties to any of the Operative Agreements.  Such provisions of such Operative Agreements and their related
definitions are incorporated herein by reference and shall survive any
termination, amendment or rejection of any such Operative Agreements.


 


ARTICLE
IV


 


4.1                               Taxes; Utility Charges.


 


Subject to
Section 8.3(n)(ii) of the Participation Agreement, Lessee shall pay or cause to
be paid all Impositions with respect to the Properties and/or the use,
occupancy, repair, access, maintenance or operation thereof and all charges for
electricity, power, gas, oil, water, telephone, sanitary sewer service and all
other rents, utilities and operating expenses of any kind or type used in or on
any Property with respect to any Property and related real property during the
Term (other than Excluded Taxes).  Upon
Lessor’s reasonable request, Lessee shall provide from time to time Lessor with
evidence of all such payments referenced in the foregoing sentence.  Lessee shall be entitled to receive any
credit, rebate or refund with respect to any Imposition or utility charge paid
by Lessee.  Unless an Event of Default
shall have occurred and be continuing, the amount of any credit or refund
received by Lessor on account of any Imposition or utility charge paid by
Lessee, net of the reasonable costs and expenses incurred by Lessor in
obtaining such credit, rebate or refund, shall be promptly paid over to Lessee.  All charges for Impositions or utilities
imposed with respect to any Property for a period during which this Lease
expires or terminates shall be prorated on a daily basis between Lessor and
Lessee based on the date of expiration or termination of this Lease with
respect to such Property, and each party shall pay or reimburse the other for
such party’s pro rata share thereof.


 


ARTICLE
V


 


5.1                               Quiet
Enjoyment.


 


Subject to the
rights of Lessor contained in Sections 17.2, 17.3 and 20.3 and the other terms
of this Lease and the other Operative Agreements and so long as no Event of
Default shall have occurred and be continuing, Lessee and its permitted
sublessees shall peaceably and quietly have, hold and enjoy each Property for
the applicable Term, free of any claim or other action by Lessor or anyone
rightfully claiming by, through or under Lessor (other than Lessee) with
respect to any matters arising from and after the applicable Basic Term
Commencement Date.


 


ARTICLE
VI


 


6.1                               Net
Lease.


 


This Lease
shall constitute a net lease, and the obligations of Lessee hereunder are
absolute and unconditional.  Lessee
shall pay all operating expenses arising out of the use, operation and/or
occupancy of each Property.  Any present
or future law to the contrary notwithstanding, during the Term, this Lease
shall not terminate, nor shall Lessee be entitled to any abatement, suspension,
deferment, reduction, setoff, counter­claim, or defense with respect to the
Rent, nor shall the obligations of Lessee hereunder be affected (except as
expressly herein permitted and by performance of the obligations in connection
therewith) for any reason whatsoever, including without limitation by reason
of:  (a) any damage to or destruction of
any Property or any part thereof; (b) any taking of any Property or any part
thereof or interest therein by Condemnation or otherwise; (c) any prohibition,
limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment
of any Property or any part thereof, or any interference with such use,
occupancy or enjoyment by any Person or for any other reason; (d) any title
defect, Lien


 


4

















 


or any matter affecting title
to any Property; (e) any eviction by paramount title or otherwise; (f) any
default by Lessor hereunder; (g) any action for bankruptcy, insolvency,
reorganization, liquidation, dissolution or other proceeding relating to or
affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental
Authority; (h) the impossibility or illegality of performance by Lessor, Lessee
or both; (i) any action of any Governmental Authority or any other Person; (j)
Lessee’s acquisition of ownership of all or part of any Property;
(k) breach of any warranty or representation with respect to any Property
or any Operative Agreement; (l) any defect in the condition, quality or fitness
for use of any Property or any part thereof; or (m) any other cause or
circumstance whether similar or dissimilar to the foregoing and whether or not
Lessee shall have notice or knowledge of any of the foregoing; provided,
however, that nothing set forth herein shall be deemed to be a waiver of
any other rights or causes of action that the Lessee may have against the
Agent, any Lender, any Holder or the Lessor as a result of such Person’s willful
misconduct, gross negligence or breach of any provision of this Lease or any
Operative Agreement.  The parties intend
that the obligations of Lessee hereunder shall be covenants, agreements and
obligations that are separate and independent from any obligations of Lessor
hereunder and shall continue unaffected unless such covenants, agreements and
obligations shall have been modified or terminated in accordance with an
express provision of this Lease.  Lessor
and Lessee acknowledge and agree that the provisions of this Section 6.1 have
been specifically reviewed and subjected to negotiation.


 


6.2                               No Termination or Abatement.


 


Except as
specifically set forth in Articles XV and XX, Lessee shall remain obligated
under this Lease in accordance with its terms and shall not take any action to
terminate, rescind or avoid this Lease, notwithstanding any action for
bankruptcy, insolvency, reorganization, liquidation, dissolution, or other
similar proceeding affecting any Person or any Governmental Authority, or any
action with respect to this Lease or any Operative Agreement which may be taken
by any trustee, receiver or liquidator of any Person or any Governmental
Authority or by any court with respect to any Person, or any Governmental
Authority.  Lessee hereby waives all
right (a) to terminate or surrender this Lease (except as permitted under the
terms of the Operative Agreements) or (b) to avail itself of any abatement,
suspension, deferment, reduction, setoff, counterclaim or defense with respect
to any Rent.  Lessee hereby waives any
and all rights now or hereafter conferred by statute or otherwise to modify or
to avoid strict compliance with its obligations under this Lease.  Notwith­standing any such statute or
otherwise, Lessee shall be bound by all of the terms and conditions contained
in this Lease.


 


ARTICLE
VII


 


7.1                               Ownership of the Properties.


 


(a)                                  Lessor
and Lessee intend that  for federal tax purposes, all state and
local tax purposes, bankruptcy purposes, regulatory purposes, commercial law
and real estate purposes and all other purposes (other than for accounting
purposes)(A) this Lease will be treated as a financing arrangement and (B)
Lessee will be treated as the sole owner of the Properties and will be entitled
to all tax and other benefits ordinarily available to owners of property
similar to the Properties for such purposes. 
Notwithstanding the foregoing, neither party hereto has made, nor shall
be deemed to have made, any representation or warranty as to the availability
of any of the foregoing treatments under applicable accounting rules, tax,
bankruptcy, regulatory, commercial or real estate law or under any other set of
rules.  Lessee shall claim the cost
recovery deductions associated with each Property, and Lessor shall not, to the
extent not prohibited by Law, take on its tax return a position inconsistent
with this Section 7.1(a) or Lessee’s claim of such deductions.


 


(b)                                 For
all purposes described in Section 7.1(a), Lessor and Lessee intend this Lease
to constitute a finance lease and not a true lease.  In the event a court of competent jurisdiction construes this
Lease as a mortgage or deed of trust, Lessee shall be deemed to have hereby
conveyed, granted, assigned, transferred, hypothecated, mortgaged and set over
to Lessor, for the benefit of all Financing Parties, a first priority security
interest (but subject to the security interest in the assets granted by Lessee
in favor of the Agent in accordance with the Security Agreement and Permitted
Liens) in and Lien on all right, title and interest of Lessee (now owned or
hereafter acquired) in and to all Properties to the extent such is personal


 


5

















 


property and
to have irrevocably granted and conveyed a Lien, deed of trust and mortgage, with
power of sale, on all right, title and interest of Lessee (now owned or
hereafter acquired) in and to all Properties to the extent such is real
property to Mr. Val T. Orton, as trustee for the benefit of Lessor.  Lessor and Lessee further intend and agree
that, for the purpose of securing the obligations of Lessee and/or the
Construction Agent now existing or hereafter arising under the Operative
Agreements, (i) this Lease shall be a security agreement and financing
statement within the meaning of Article 9 of the Uniform Commercial Code
respecting each of the Properties and all proceeds (including without
limitation insurance proceeds) thereof to the extent such is personal property
and an irrevocable grant and conveyance of a Lien, deed of trust and mortgage
on each of the Properties and all proceeds (including without limitation
insurance proceeds) thereof to the extent such is real property; (ii) the
acquisition of title by Lessor for each Property referenced in Article II
constitutes a grant by Lessee to Lessor of a security interest, Lien, deed of
trust and mortgage in all of Lessee’s right, title and interest in and to each
Property and all proceeds (including without limitation insurance proceeds
thereof) of the conversion, voluntary or involuntary, of the foregoing into
cash, investments, securities or other property, whether in the form of cash,
investments, securities or other property, and an assignment of all rents,
profits and income produced by each Property; and (iii) notifications to Persons
holding such property, and acknowledgments, receipts or confirmations from
financial intermediaries, bankers or agents (as applicable) of Lessee shall be
deemed to have been given for the purpose of perfecting such Lien, security
interest, mortgage Lien and deed of trust under applicable Law.  Lessee shall promptly take such actions as
necessary (including without limitation the filing of Uniform Commercial Code
Financing Statements, Uniform Commercial Code Fixture Filings and memoranda (or
short forms) of this Lease and the various Lease Supplements) to ensure that
the Lien, security interest, mortgage Lien and deed of trust in each Property
and the other items referenced above will be deemed to be a perfected Lien,
security interest, mortgage Lien and deed of trust of first priority (subject
to Permitted Liens) under applicable law and will be maintained as such
throughout the Term.


 


ARTICLE
VIII


 


8.1                               Condition of the Properties.


 


LESSEE
ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH PROPERTY “AS-IS WHERE-IS”
WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSOR
(EXCEPT THAT LESSOR SHALL KEEP EACH PROPERTY FREE AND CLEAR OF LESSOR LIENS)
AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF
ANY PARTIES IN POSSESSION THEREOF (IF ANY), (C) ANY STATE OF FACTS
REGARDING ITS PHYSICAL CONDITION OR WHICH AN ACCURATE SURVEY MIGHT SHOW, (D)
ALL APPLICABLE LEGAL REQUIREMENTS AND (E) VIOLATIONS OF LEGAL REQUIREMENTS
WHICH MAY EXIST ON THE DATE HEREOF AND/OR THE DATE OF THE APPLICABLE LEASE
SUPPLEMENT.  NEITHER LESSOR NOR THE
AGENT NOR ANY LENDER NOR ANY HOLDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE
ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) (EXCEPT THAT
LESSOR SHALL KEEP EACH PROPERTY FREE AND CLEAR OF LESSOR LIENS) OR SHALL BE
DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, HABITABILITY,
USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF ANY
PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPERTY (OR ANY PART
THEREOF), AND NEITHER LESSOR NOR THE AGENT NOR ANY LENDER NOR ANY HOLDER SHALL
BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF
ANY PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT.  LESSEE HAS OR PRIOR TO THE BASIC TERM
COMMENCEMENT DATE WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT EACH
PROPERTY AND THE IMPROVEMENTS THEREON (IF ANY), IS OR WILL BE (INSOFAR AS
LESSOR, THE AGENT, EACH LENDER AND EACH HOLDER ARE CONCERNED) SATISFIED WITH
THE RESULTS OF ITS INSPECTIONS AND IS ENTERING INTO THIS LEASE SOLELY ON THE
BASIS OF THE RESULTS OF ITS OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE
MATTERS DESCRIBED IN THE PRECEDING SENTENCE, AS BETWEEN LESSOR, THE AGENT, THE


 


6

















 


LENDERS AND THE HOLDERS, ON THE
ONE HAND, AND LESSEE, ON THE OTHER HAND, ARE TO BE BORNE BY LESSEE.


 


8.2                               Possession and Use of the Properties.


 


(a)                                  At
all times during the Term with respect to each Property, such Property shall be
a Permitted Facility and shall be used by Lessee in the ordinary course of its
Businesses.  Pursuant to Sections 4.1
and 6.1, Lessee shall pay, or cause to be paid, all charges and costs required
in connection with the use of the Properties as contemplated by this
Lease.  Lessee shall not commit or
permit any waste of the Properties or any part thereof.


 


(b)                                 The
address stated in Section 6.2(i) of the Participation Agreement is the
principal place of business and chief executive office of Lessee (as such terms
are used in Section 9-103(3) of the Uniform Commercial Code of any applicable
jurisdiction), and Lessee will provide Lessor with prompt notice of any change
of location of its principal place of business or chief executive office.  Regarding a particular Property, each Lease
Supplement will correctly identify the initial location of the related
Equipment (if any) and Improvements (if any) and contain an accurate legal
description for the related parcel of Land. 
The Equipment and Improvements respecting each particular Property will
be located only at the location identified in the applicable Lease Supplement.


 


(c)                                  Lessee
will not attach or incorporate any item of Equipment to or in any other item of
equipment or personal property or to or in any real property in a manner that
could give rise to the assertion of any Lien on such item of Equipment by
reason of such attachment or the assertion of a claim that such item of
Equipment has become a fixture and is subject to a Lien in favor of a third
party that is prior to the Liens thereon created by the Operative Agreements.


 


(d)                                 On
the Basic Term Commencement Date for each Property, Lessor and Lessee shall
execute a Lease Supplement in regard to such Property which shall contain an
Equipment Schedule that shall have a general description of the Equipment which
shall comprise a portion of the Property, an Improvement Schedule that shall
have a general description of the Improvements which shall comprise a portion
of the Property and a legal description of the Land that shall be leased
hereunder as of such date. 
Simultaneously with the execution and delivery of each Lease Supplement,
such Equipment, Improvements, Land, all additional Equipment and all additional
Improvements which are financed under the Operative Agreements after the Basic
Term Commencement Date and the remainder of such Property shall be deemed to
have been accepted by Lessee for all purposes of this Lease and to be subject
to this Lease, except that such acceptance shall be solely for the
benefit of Lessor, Agent, Lenders and Holders and shall not affect Lessee’s or
Construction Agent’s rights with respect to third parties.


 


(e)                                  At
all times during the Term with respect to each Property, Lessee will comply
with all obligations under and (to the extent no Event of Default exists and
provided that such exercise will not impair the value, utility or remaining
useful life of such Property) shall be permitted to exercise all rights and
remedies under, all use, occupancy, repair, access, maintenance, operation and
easement agreements and related or similar agreements applicable to such
Property.


 


8.3                               Integrated Properties.


 


On the Rent
Commencement Date for each Property, Lessee shall, at its sole cost and
expense, cause such Property to include and contain (and for the duration of
the Term shall continue to include and contain) all of the equipment,
facilities, rights, other personal property and other real property necessary
or appropriate to operate, utilize, maintain and control a Permitted Facility
in a commercially reasonable manner.


 


7

















 


ARTICLE
IX


 


9.1                               Compliance
with Legal Requirements, Insurance Requirements and Manufacturer’s
Specifications and Standards.


 


Subject to the
terms of Article XIII relating to permitted contests, Lessee, at its sole cost
and expense (but without limiting the rights of the Construction Agent to
obtain financing for such matters pursuant to the Operative Agreements for any
Construction Period Property during the Construction Period therefor), shall
(a) comply with all applicable Legal Requirements (including without limitation
all Environmental Laws) and all Insurance Requirements relating to the
Properties, (b) procure, maintain and comply with all licenses, permits,
orders, approvals, consents and other authorizations required for the
acquisition, installation, testing, use, development, construction, operation,
maintenance, repair, refurbishment and restoration of the Properties and (c)
comply with all manufacturer’s specifications and standards, including without
limitation the acquisition, installation, testing, use, development,
construction, operation, maintenance, repair, refurbishment and restoration of
the Properties, whether or not compliance therewith shall require structural or
extraordinary changes in any Property or interfere with the use and enjoyment
of any Property, unless the failure to procure, maintain and comply with such
items identified in subparagraphs (a) (other than Insurance Requirements), (b)
and (c), individually or in the aggregate, shall not have and could not
reasonably be expected to have a Material Adverse Effect.  Lessor agrees to take such actions as may be
reasonably requested by Lessee in connection with the compliance by Lessee of
its obligations under this Section 9.1.


 


ARTICLE
X


 


10.1                        Maintenance
and Repair; Return.


 


(a)                                  Lessee,
at its sole cost and expense, shall maintain each Property in good condition,
repair and working order (normal wear and tear excepted) and make all necessary
repairs thereto and replacements thereof, of every kind and nature whatsoever,
whether interior or exterior, ordinary or extraordinary, structural or
nonstructural or foreseen or unforeseen, in each case as required by Section
9.1 and on a basis consistent with the operation and maintenance of properties
or equipment comparable in type and function to the applicable Property, such
that such Property is capable of being immediately utilized by a third party
and in compliance with standard industry practice subject, however, to the
provisions of Article XV with respect to Casualty and Condemnation.


 


(b)                                 Lessee
shall not locate any component of any Property outside of the Approved State
therefor.  Lessee shall not move or
relocate any material component of any Property beyond the boundaries of the
Land (comprising part of such Property) described in the applicable Lease
Supplement, except for the temporary removal of Equipment and other personal property
for repair or replacement.


 


(c)                                  If
any material component of any Property becomes worn out, lost, destroyed,
damaged beyond repair or otherwise permanently rendered unfit for use, Lessee,
at its own expense, will within a reasonable time replace such component with a
replacement component which is free and clear of all Liens (other than
Permitted Liens and Lessor Liens) and has a value, utility and useful life at
least equal to the component replaced (assuming the component replaced had been
maintained and repaired in accordance with the requirements of this
Lease).  Subject to the provisions of
Section 7.1, all components which are added to any Property shall immediately
become the property of (and title thereto shall vest in) Lessor and shall be
deemed incorporated in such Property and subject to the terms of this Lease as
if originally leased hereunder.


 


(d)                                 Upon
reasonable advance notice, Lessor and its agents reasonably acceptable to
Lessee shall have the right to inspect each Property and all maintenance
records with respect thereto at any reasonable time during normal business
hours but shall not materially disrupt the business of Lessee or permitted
sublessees.


 


8

















 


(e)                                  Lessee
shall cause to be delivered to Lessor (at Lessee’s sole expense) one or more
reappraisals of Property as Lessor may reasonably request if any one of Lessor,
the Agent, the Trust Company, any Lender or any Holder is required pursuant to
any applicable Legal Requirement to obtain such reappraisals, upon the
occurrence and continuance of any Event of Default and as requested by the
Agent pursuant to Section 20.1 of the Lease.


 


(f)                                    Lessor
shall under no circumstances be required to build any improvements or install
any equipment on any Property, make any repairs, replacements, alterations or
renewals of any nature or description to any Property, make any expenditure
whatsoever in connection with this Lease or maintain any Property in any
way.  Lessor shall not be required to
maintain, repair or rebuild all or any part of any Property, and Lessee waives
the right to (i) require Lessor to maintain, repair, or rebuild all or any part
of any Property, or (ii) make repairs at the expense of Lessor pursuant to any
Legal Requirement, Insurance Requirement, contract, agreement, covenant,
condition or restriction at any time in effect.


 


(g)                                 Upon
the expiration or earlier termination of this Lease with respect to a Property,
if Lessee has not exercised its Purchase Option with respect to such Property
and purchased such Property, Lessee shall surrender such Property (i) pursuant
to the exercise of the applicable remedies upon the occurrence of a Lease Event
of Default, to Lessor or (ii) pursuant to the second paragraph of Section
22.1(a) hereof, to Lessor or the third party purchaser, as the case may be,
subject to Lessee’s obligations under this Lease (including without limitation
the obligations of Lessee at the time of such surrender under Sections 9.1,
10.1(a) through (f), 10.2, 11.1, 12.1, 22.1 and 23.1).


 


10.2                        Environmental
Inspection.


 


If Lessee has
not given notice of exercise of its Purchase Option on the Expiration Date
pursuant to Section 20.1 or for whatever reason Lessee does not purchase a
Property in accordance with the terms of this Lease, then not more than one
hundred eighty (180) days nor less than 
sixty (60) days prior to the Expiration Date, Lessee shall cause to be
delivered to Lessor a Phase I environmental site assessment recently prepared
(no more than thirty (30) days prior to the date of delivery) by an independent
recognized professional reasonably acceptable to Lessor, and in form, scope and
content reasonably satisfactory to Lessor and shall otherwise indicate the
environmental condition of the Property to be substantially the same as
described in the environmental site assessment delivered pursuant to Section
5.3(h) of the Participation Agreement. The cost incurred respecting such Phase
I environmental site assessment shall be paid for in accordance with the
provisions set forth in Section 20.3(b).


 


ARTICLE
XI


 


11.1                        Modifications.


 


(a)                                  Lessee
at its sole cost and expense, at any time and from time to time without the
consent of Lessor, may make modifications, alterations, renovations,
improvements and additions to any Property or any part thereof and
substitutions and replacements therefor (collectively, “Modifications”),
and Lessee shall make any and all Modifications required to be made pursuant to
all Legal Requirements, Insurance Requirements and manufacturer’s specifications
and standards; provided, that: 
(i) no Modification shall materially impair the value, utility or useful
life of any Property from that which existed immediately prior to such
Modification; (ii) each Modification shall be done expeditiously and in a good
and workmanlike manner; (iii) no Modification shall adversely affect the
structural integrity of any Property; (iv) Lessee shall maintain builders’ risk
insurance at all times when a material Modification involving construction is
in progress, to the extent such insurance is required by Section 14.2(a); (v)
subject to the terms of Article XIII relating to permitted contests, Lessee
shall pay all costs and expenses and discharge any Liens arising with respect
to any Modification; (vi) each Modification shall comply with the requirements
of this Lease (including without limitation Sections 8.2 and 10.1); and (vii)
no Improvement shall be demolished or otherwise rendered unfit for use unless
Lessee shall finance the proposed replacement Modification outside of the
Operative Agreements; provided, further, Lessee shall not make
any Modification (unless required by any Legal Requirement) to the extent any
such Modification, individually or in the aggregate, shall have or 


 


9

















 


could
reasonably be expected to have a Material Adverse Effect. All Modifications
required pursuant to Legal Requirements, Insurance Requirements and/or
manufacturer’s specifications and standards and all other Modifications that
are not severable from the applicable Property without material damage or other
material loss of value shall immediately and without further action upon their
incorporation into the applicable Property (1) subject to the provisions of
Section 7.1, become property of Lessor and be titled in the name of Lessor and
(2) be subject to this Lease.  Title to
all other Modifications shall vest with Lessee; provided, if Lessee
fails to remove any such Modification prior to the Expiration Date or earlier
termination of this Lease and Lessee has not purchased the applicable Property
by such date, title to such Modifications shall, without further action,
transfer to Lessor.  Lessee, at its sole
cost and expense, shall repair any material damage to any Property relating to
the removal of any Modification titled to Lessee.  Lessee, at its own cost and expense, will pay for the repairs of
any damage to any Property caused by the removal or attempted removal of any
Modification.


 


(b)                                 The
construction process provided for in the Agency Agreement is acknowledged by
Lessor to be consistent with and in compliance with the terms and provisions of
this Article XI.


 


ARTICLE
XII


 


12.1                        Warranty
of Title.


 


(a)                                  Lessee
hereby acknowledges and shall cause title in each Property (including without
limitation all Equipment, all Improvements, all replacement components to each
Property and all Modifications) immediately and without further action to vest
in and become the property of Lessor and to be subject to the terms of this
Lease from and after the date hereof or such date of incorporation into any
Property.  Lessee agrees that, subject
to the terms of Article XIII relating to permitted contests, Lessee shall not
directly or indirectly create or allow to remain, and shall promptly discharge
at its sole cost and expense, any Lien, defect, attachment, levy, title
retention agreement or claim upon any Property, any component thereof or any
Modifications or any Lien, attachment, levy or claim with respect to the Rent
or with respect to any amounts held by Lessor, the Agent, any Lender or any
Holder pursuant to any Operative Agreement, other than Permitted Liens and
Lessor Liens.  Lessee shall promptly
notify Lessor in the event Lessee has actual knowledge that a Lien other than a
Permitted Lien or Lessor Lien has attached with respect to a Property, the Rent
or any other such amounts, and Lessee represents and warrants to, and covenants
with, Lessor that the Liens in favor of Lessor and/or the Agent created by the
Operative Agreements are (and until the Financing Parties under the Operative
Agreements have been paid in full shall remain) first priority perfected Liens
subject only to Permitted Liens and Lessor Liens.  At all times subsequent to the Basic Term Commencement Date
respecting a Property, Lessee shall (i) cause a valid, perfected, first
priority Lien on each applicable Property to be in place in favor of the Agent
(for the benefit of the Lenders and the Holders), subject only to Permitted
Liens and Lessor Liens and (ii) file, or cause to be filed, all necessary
documents under the applicable real property law and Article 9 of the Uniform
Commercial Code to perfect such title and Liens.


 


(b)                                 Nothing
contained in this Lease shall be construed as constituting the consent or
request of Lessor, expressed or implied, to or for the performance by any
contractor, mechanic, laborer, materialman, supplier or vendor of any labor or
services or for the furnishing of any materials for any construction,
alteration, addition, repair or demolition of or to any Property or any part
thereof.  NOTICE IS HEREBY GIVEN THAT
LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS
FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING A PROPERTY OR ANY
PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANIC’S OR OTHER LIENS FOR
ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF
LESSOR IN AND TO ANY PROPERTY.


 


10

















 


ARTICLE
XIII


 


13.1                        Permitted
Contests Other Than in Respect of Indemnities.


 


Except to the
extent otherwise provided for in Section 11 of the Participation Agreement,
Lessee, on its own or on Lessor’s behalf but at Lessee’s sole cost and expense,
may contest, by appropriate administrative or judicial proceedings conducted in
good faith and with due diligence, the amount, validity or application, in
whole or in part, of any Legal Requirement, Imposition or utility charge or
other charge or expense payable pursuant to Section 4.1 or any Lien,
attachment, levy, encumbrance or encroachment, and Lessor agrees not to pay,
settle or otherwise compromise any such item, provided, that (a) the
commencement and continuation of such proceedings shall suspend the collection
of any such contested amount from, and suspend the enforcement thereof against,
the applicable Properties, Lessor, each Holder, the Agent and each Lender; (b)
there shall not be imposed during such proceeding a Lien (other than Permitted
Liens and Lessor Liens) on any Property and no part of any Property nor any
Rent would be in any danger of being sold, forfeited, lost or deferred; (c) at
no time during the proceeding shall there be a risk of the imposition of
criminal liability or material civil liability on Lessor, any Holder, the Agent
or any Lender for failure to comply with a Legal Requirement, Imposition or
utility charge or other charge or expense payable pursuant to Section 4.1 or
any Lien, attachment, levy, encumbrance or encroachment; and (d) in the event
that, at any time, there is a material risk of extending the application of
such item beyond the end of the Term, then Lessee shall deliver to Lessor an
Officer’s Certificate certifying as to the matters set forth in clauses (a),
(b) and (c) of this Section 13.1. 
Lessor, at Lessee’s sole cost and expense, shall execute and deliver to
Lessee such authorizations and other documents as may reasonably be required in
connection with any such contest and, if reasonably requested by Lessee, shall
join as a party therein at Lessee’s sole cost and expense.


 


13.2                        [Intentionally
Omitted].


 


ARTICLE
XIV


 


14.1                        Public Liability Insurance.


 


During the Term for each Property, Lessee shall procure and carry, at
Lessee’s sole cost and expense, commercial general liability and umbrella
liability insurance for claims for injuries or death sustained by persons or
damage to property while on such Property or respecting the Equipment and such
other public liability coverages as are then customarily carried by similarly
situated companies in similar geographic areas conducting business similar to
that conducted by Lessee.  Such
insurance shall be on terms and in amounts that are no less favorable than
insurance maintained by Lessee with respect to similar properties and equipment
that it owns and are then carried by similarly situated companies in similar
geographic areas conducting business similar to that conducted by Lessee, and
in no event shall have a minimum combined single limit per occurrence coverage
(i) for commercial general liability of less than $5,000,000 and (ii) for
umbrella liability of less than $10,000,000. 
The policies shall name Lessee as the named insured and shall be
endorsed to name as additional insureds: 
Lessor, the Agent, the various banks and other lending institutions
which are parties to the applicable Operative Agreements from time to time as
Lenders and the various banks and other lending institutions which are parties
to the applicable Operative Agreements from time to time as Holders.  The policies shall also specifically provide
that such policies shall be considered primary insurance which shall apply to
any loss or claim before any contribution by any insurance which Lessor, any
Holder, the Agent or any Lender may have in force.


 


14.2                        Permanent Hazard and Other
Insurance.


 


(a)                                  During
the Term for each Property, Lessee shall keep such Property insured against
physical loss or damage by fire and other risks and shall maintain builders’
risk insurance during construction of any Improvements or, pursuant to Section
11.1(a), Modifications in each case in amounts no less than the then current
replacement value of such Property (assuming that such Property was in the
condition required by the terms of this Lease immediately prior to such loss)
and on terms that (i) are no less favorable than insurance covering other
similar properties owned by Lessee and (ii) are then carried by


 


11

















 


similarly
situated companies in similar geographic areas conducting business similar to
that conducted by Lessee.  The policies
shall name Lessee as the insured and shall be endorsed to name Lessor and the
Agent (for the benefit of the Lenders and the Holders) as a loss payee, to the
extent of their respective interests; provided, so long as no Event of
Default exists, any loss payable under the insurance policies required by this
Section for losses up to $5,000,000 will be paid to Lessee.


 


(b)                                 If,
during the Term with respect to a Property the area in which such Property is
located is designated a “flood-prone” area pursuant to the Flood Disaster
Protection Act of 1973, or any amendments or supplements thereto, or is in a
zone designated A or V as shown on the relevant Federal Insurance
Administration Flood Insurance Rate Map, then Lessee shall comply with the
National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of
1973, as each may be amended from time to time, and with any other Legal
Requirement, concerning flood insurance to the extent that it applies to any
such Property.  During the Term, Lessee
shall, in the operation and use of each Property, maintain workers’
compensation insurance consistent with that carried by similarly situated
companies in similar geographic areas conducting business similar to that
conducted by Lessee and containing minimum employer’s liability limits of no
less than $100,000.  In the operation of
each Property, Lessee shall comply with workers’ compensation laws applicable
to Lessee.


 


14.3                        Coverage.


 


(a)                                  As
of the date of this Lease and annually thereafter during the Term, Lessee shall
furnish the Agent (on behalf of Lessor and the other beneficiaries of such
insurance coverage) with certificates prepared by the insurers or insurance
broker of Lessee showing the insurance required under Sections 14.1 and 14.2 to
be in effect.  All such insurance shall
be at the cost and expense of Lessee and provided by nationally recognized,
financially sound insurance companies. 
Lessee shall cause such certificates to include a provision for thirty
(30) days’ advance written notice by the insurer to the Agent (on behalf of
Lessor and the other beneficiaries of such insurance coverage) in the event of
cancellation or material alteration of such insurance.  If an Event of Default has occurred and is continuing
and the Agent (on behalf of Lessor and the other beneficiaries of such
insurance coverage) so requests, Lessee shall deliver to the Agent (on behalf
of Lessor and the other beneficiaries of such insurance coverage) copies of all
insurance policies required by Sections 14.1 and 14.2.


 


(b)                                 Lessee
agrees that the insurance policy or policies required by Sections 14.1, 14.2(a)
and 14.2(b) shall include an appropriate clause pursuant to which any such
policy shall provide that it will not be invalidated should Lessee or the
Construction Agent, as the case may be, waive (in a manner as provided in the
applicable policy), any or all rights of recovery against any party for losses
covered by such policy or due to any action, inaction or misrepresentation by
Lessee or any Person acting on behalf of Lessee.  Lessee hereby waives any and all such rights against Lessor, the
Holders, the Agent and the Lenders to the extent of payments made to any such
Person under any such policy.


 


(c)                                  Neither
Lessor nor Lessee shall carry separate insurance concurrent in kind or form or
contributing in the event of loss with any insurance required under this
Article XIV, except that Lessor may carry separate liability insurance at
Lessor’s sole cost so long as (i) Lessee’s insurance is designated as primary
and in no event excess or contributory to any insurance Lessor may have in
force which would apply to a loss covered under Lessee’s policy and (ii) each
such insurance policy will not cause Lessee’s insurance required under this
Article XIV to be subject to a coinsurance exception of any kind.


 


(d)                                 Lessee
shall pay as they become due all premiums for the insurance required by Section
14.1 and Section 14.2 and shall renew or replace each policy prior to the
expiration date thereof or otherwise maintain the coverage required by such
Sections without any lapse in coverage.


 


14.4                        Additional Insurance Requirements.


 


Not in limitation of any provision of the Operative Agreements but in
addition thereto, Lessee shall obtain any and all additional insurance policies
(including without limitation with respect to Condemnation) with 


 


12

















 


regard to the Properties or
otherwise with respect to the transactions contemplated by the Operative
Agreements that are consistent with that carried by similarly situated
companies in similar geographic areas conducting business similar to that
conducted by Lessee as reasonably requested from time to time by Lessor.


 


ARTICLE
XV


 


15.1                        Casualty and Condemnation.


 


(a)                                  Subject
to the provisions of the Agency Agreement and this Article XV and Article XVI
(in the event Lessee delivers, or is obligated to deliver or is deemed to have
delivered, a Termination Notice), and prior to the occurrence and continuation
of a Default or an Event of Default, Lessee shall be entitled to receive (and
Lessor hereby irrevocably assigns to Lessee all of Lessor’s right, title and
interest in) any condemnation proceeds, award, compensation or insurance
proceeds under Sections 14.2(a) or 14.2(b) hereof to which Lessee or Lessor may
become entitled by reason of their respective interests in a Property (i) if
all or a portion of such Property is damaged or destroyed in whole or in part
by a Casualty or (ii) if the use, access, occupancy, easement rights or title
to such Property or any part thereof is the subject of a Condemnation; provided,
however, if a Default or an Event of Default shall have occurred and be
continuing or if such award, compensation or insurance proceeds shall exceed
$5,000,000, then such award, compensation or insurance proceeds shall be paid
directly to Lessor or, if received by Lessee, shall be held in trust for
Lessor, and shall be paid over by Lessee to Lessor and held in accordance with
the terms of this Article XV.  All
amounts held by Lessor hereunder on account of any award, compensation or
insurance proceeds either paid directly to Lessor or turned over to Lessor
shall be held as security for the performance of Lessee’s obligations hereunder
and under the other Operative Agreements and (i) to the extent no Default or
Event of Default shall have occurred and be continuing at such time, Lessor
shall pay such amounts so held by Lessor (A) from time to time as Lessee either
restores and repairs such Property pursuant to Section 15.1(e) and gives Lessor
reasonable evidence of such restoration and repair work or (B) promptly to
Lessee upon Lessee’s payment in full of the Termination Value for such Property
pursuant to Article XVI or (ii) to the extent a Default or Event of Default
shall have occurred and continuing at such time, all amounts so held by Lessor
shall be paid over to Lessee when all such obligations of Lessee with respect
to such matters (and all other obligations of Lessee which should have been
satisfied pursuant to the Operative Agreements as of such date) have been
satisfied and no Default or Event of Default is then continuing.


 


(b)                                 Lessee
will have the sole right to appear in any proceeding or action to negotiate,
prosecute, adjust or appeal any claim for any award, compensation or insurance payment
on account of any such Casualty or Condemnation and shall pay all expenses
thereof.  At Lessee’s reasonable
request, and at Lessee’s sole cost and expense, Lessor and the Agent shall
participate in any such proceeding, action, negotiation, prosecution or
adjustment.  Lessor and Lessee agree
that this Lease shall control the rights of Lessor and Lessee in and to any
such award, compensation or insurance payment.


 


(c)                                  If
Lessee shall receive notice of a Casualty or a Condemnation of a Property or
any interest therein where damage to the affected Property is estimated to
equal or exceed twenty-five percent (25%) of the Property Cost of such
Property, Lessee shall give notice thereof to Lessor promptly after Lessee’s
receipt of such notice.  In the event
such a Casualty or Condemnation occurs (regardless of whether Lessee gives
notice thereof), then Lessee shall be deemed to have delivered a Termination
Notice to Lessor and the provisions of Sections 16.1 and 16.2 shall apply.


 


(d)                                 In
the event of a Casualty or a Condemnation (regardless of whether notice thereof
must be given pursuant to Section 15.1(c), this Lease shall terminate with
respect to the applicable Property in accordance with Section 16.1 if Lessee,
within thirty (30) days after such occurrence, delivers to Lessor a notice to
such effect.


 


(e)                                  If
pursuant to this Section 15.1, this Lease shall continue in full force and
effect following a Casualty or Condemnation with respect to the affected
Property, Lessee shall, at its sole cost and expense (subject to reimbursement
in accordance with Section 15.1(a)) promptly and diligently repair any damage
to


 


13

















 


the applicable
Property caused by such Casualty or Condemnation substantially in conformity with
the requirements of Sections 10.1 and 11.1, using the as-built Plans and
Specifications or manufacturer’s specifications for the applicable Improve­ments,
Equipment or other components of the applicable Property (as modified to give
effect to any subsequent Modifications, any Condemnation affecting the
applicable Property and all applicable Legal Requirements), so as to restore
the applicable Property to substantially the same or a greater remaining
economic value, useful life, utility, condition, operation and function as
existed immediately prior to such Casualty or Condemnation (assuming all
maintenance and repair standards have been satisfied).  In such event, title to the applicable
Property shall remain with Lessor as specified in Article VII.


 


(f)                                    In
no event shall a Casualty or Condemnation affect Lessee’s obligations to pay
Rent pursuant to Article III; except, that, this Section 15.1(f)
shall not diminish or otherwise affect Lessor’s obligations pursuant to the
other provisions of Article XV.


 


(g)                                 Notwithstanding
anything to the contrary set forth in Section 15.1(a) or Section 15.1(e), if
during the Term with respect to a Property a Casualty occurs with respect to
such Property or Lessee receives notice of a Condemnation with respect to such
Property, and following such Casualty or Condemnation, the applicable Property
cannot reasonably be restored, repaired or replaced on or before the day one
hundred eighty (180) days prior to the Expiration Date or the date nine (9)
months after the occurrence of such Casualty or Condemnation (if such Casualty
or Condemnation occurs during the Term) to substantially the same or a greater
remaining economic value, useful life, utility, condition, operation and
function as existed immediately prior to such Casualty or Condemnation
(assuming all maintenance and repair standards have been satisfied) or on or
before such day such Property is not in fact so restored, repaired or replaced,
then Lessee shall be required to exercise its Purchase Option for such Property
on the next Payment Date (notwithstanding the limits on such exercise contained
in Section 20.2) and pay Lessor the Termination Value for such Property; provided,
that if no Default or Event of Default has occurred and is continuing, any
Excess Proceeds shall be paid to Lessee. 
If a Default or an Event of Default has occurred and is continuing and
any Loans, Holder Advances or other amounts are owing with respect thereto,
then Lessee shall promptly (and in any event within three (3) Business Days)
pay Lessor any award, compensation or insurance proceeds received on account of
any Casualty or Condemnation with respect to any Property, but only to the
extent of unpaid Rent and financing obligations under the Operative Agreements
and any Excess Proceeds (to the extent of any such Loans, Holder Advances or
other amounts owing with respect thereto) shall be paid to Lessor, held as
security for the performance of Lessee’s obligations hereunder and under the
other Operative Agreements and applied to such obligations upon the exercise of
remedies in connection with the occurrence of an Event of Default, with the
remainder of such Excess Proceeds in excess of such Loans, Holder Advances and
other amounts owing with respect thereto being distributed to the Lessee.


 


(h)                                 The
provisions of Sections 15.1(a) through 15.1(g) shall not apply to any Property
until after the Construction Period Termination Date applicable to such
Property.


 


15.2                        Environmental
Matters.


 


Promptly upon a Responsible Officer of Lessee’s actual knowledge of the
presence of Hazardous Substances in any portion of any Property or Properties
in concentrations and conditions that constitute an Environmental Violation and
with respect to which, in the reasonable opinion of Lessee, the cost to
undertake any legally required response, clean up, remedial or other action
will or might result in a cost to Lessee of more than $30,000, Lessee shall
notify Lessor in writing of such condition. 
In the event of any Environmental Violation (regardless of whether
notice thereof must be given), Lessee shall, not later than thirty (30) days
after Lessee has actual knowledge of such Environmental Violation, either
deliver to Lessor a Termination Notice with respect to the applicable Property
or Properties pursuant to Section 16.1, if applicable, or, at Lessee’s sole
cost and expense, promptly and diligently undertake and diligently complete any
response, clean up, remedial or other action (including without limitation the
pursuit by Lessee of appropriate action against any off-site or third party
source for contamination) necessary to remove, cleanup or remediate the
Environmental Violation in accordance with all Environmental Laws.  Any such undertaking shall be timely
completed substantially in accordance with prudent


 


14

















 


industry standards.  If Lessee does not deliver a Termination
Notice with respect to such Property pursuant to Section 16.1, Lessee shall,
upon completion of remedial action by Lessee, cause to be prepared by a
reputable environmental consultant acceptable to Lessor a report describing the
Environmental Violation and the actions taken by Lessee (or its agents) in
response to such Environmental Violation, and a statement by the consultant
that the Environmental Violation has been remedied in full compliance with
applicable Environmental Law.  Not less
than sixty (60) days and not more than one hundred eighty (180) days prior to
the Expiration Date (to the extent the Sale Option has been elected) and at any
time that Lessee elects to cease operations with respect to any Property,
Lessee at its expense shall cause to be delivered to Lessor a Phase I
environmental site assessment respecting such Property recently prepared (no
more than thirty (30) days prior to the date of delivery) by an independent
recognized professional acceptable to Lessor in its reasonable discretion and
in form, scope and content satisfactory to Lessor in its reasonable discretion
and shall otherwise indicate the environmental condition of the Property to be
substantially the same as described in the environmental site assessment
delivered pursuant to Section 5.3(h) of the Participation Agreement.  Notwithstanding any other provision of any
Operative Agreement, if Lessee fails to comply with the foregoing obligation
regarding the Phase I environmental site assessment, Lessee shall be obligated
to purchase such Property for its Termination Value and shall not be permitted
to exercise (and Lessor shall have no obligation to honor any such exercise)
any rights under any Operative Agreement regarding a sale of such Property to a
Person other than Lessee.


 


15.3                        Notice of Environmental Matters.


 


Promptly, but in any event within five (5) Business Days from the date
Lessee has actual knowledge thereof, Lessee shall provide to Lessor written
notice of any pending or threatened claim, action or proceeding involving any
material violation of any Environmental Law or any Release on or in connection
with any Property or Properties.  All
such notices shall describe in reasonable detail the nature of the claim,
action or proceeding and Lessee’s proposed response thereto.  In addition, Lessee shall provide to Lessor,
within five (5) Business Days of receipt, copies of all material written
communications with any Governmental Authority relating to any material
violation of any Environmental Law in connection with any Property.  Lessee shall also promptly provide such
detailed reports of any such material environmental claims as may reasonably be
requested by Lessor.


 


ARTICLE
XVI


 


16.1                        Termination Upon Certain Events.


 


If Lessee has
delivered, or is deemed to have delivered, written notice of a termination of
this Lease with respect to the applicable Property to Lessor in the form
described in Section 16.2(a) (a “Termination Notice”) pursuant to the
provisions of this Lease, then following the applicable Casualty, Condemnation
or Environmental Violation, this Lease shall terminate with respect to the
affected Property on the applicable Termination Date.


 


16.2                        Procedures.


 


(a)                                  A
Termination Notice shall contain:  (i)
notice of termination of this Lease with respect to the affected Property on a
Payment Date (the “Termination Date”) not more than sixty (60) days
after Lessor’s receipt of such Termination Notice; and (ii) a binding and
irrevocable agreement of Lessee to pay the Termination Value for the applicable
Property and purchase such Property on such Termination Date.


 


(b)                                 On
each Termination Date, Lessee shall pay to Lessor the Termination Value for the
applicable Property,  and Lessor shall
convey such Property or the remaining portion thereof, if any, to Lessee (or
Lessee’s designee), all in accordance with Section 20.2.


 


15

















 


ARTICLE
XVII


 


17.1                        Lease
Events of Default.


 


If any one (1) or more of the following events (each a “Lease Event
of Default”) shall occur:


 


(a)                                  Lessee
shall fail to make payment of (i) any Basic Rent (except as set forth in clause
(ii)) within three (3) Business Days after the same has become due and payable
or (ii) any Termination Value, on the date any such payment is due and
payable, or any payment of Basic Rent or Supplemental Rent due on the due date
of any such payment of Termination Value, or (iii) any amount due on the
Expiration Date on such date;


 


(b)                                 Lessee
shall fail to make payment of any Supplemental Rent (other than Supplemental
Rent referred to in Section 17.1(a)(ii)) which has become due and payable
within three (3) Business Days after receipt of notice that such payment is
due;


 


(c)                                  Lessee
shall fail to maintain insurance as required by Article XIV of this Lease or to
deliver any requisite annual certificate with respect thereto within fifteen
(15) days after receiving notice that such certificate is due under the terms
hereof;


 


(d)                                 (i)
Lessee shall fail to observe or perform any term, covenant, obligation or
condition of Lessee under this Lease or any other Operative Agreement to which
Lessee is a party other than those set forth in Sections 17.1(a), (b) or (c)
hereof, and such failure shall continue for thirty (30) days (except for the
covenants set forth in Sections 8.3(A)(j)(i), 8.3(A)(j)(ii), 8.3(B)(a),
8.3(B)(d) and 8.3(B)(e) of the Participation Agreement, there shall be no such
grace period) after notice thereof to the Lessee, or (ii) any representation or
warranty made by Lessee set forth in this Lease (including without limitation
the Incorporated Representation and Warranties) or in any other Operative
Agreement or in any document entered into in connection herewith or therewith
or in any document, certificate or financial or other statement delivered in
connection herewith or therewith shall be false or inaccurate in any material
way when made;


 


(e)                                  An
Agency Agreement Event of Default (other than any Credit Agreement Event of
Default) shall have occurred and be continuing;


 


(f)                                    Lessee,
the Parent or any of their respective Subsidiaries shall default (beyond
applicable periods of grace and/or notice and cure) in the payment when due of
any principal of or interest on any Indebtedness having an outstanding
principal amount of at least $25,000,000; or any other event or condition shall
occur which results in the maturity of such Indebtedness being accelerated
other than at the option of Lessee, the Parent or any such Subsidiary, except
with respect to any Subsidiary other than Lessee, to the extent any of the
foregoing does not result in a Material Adverse Effect or any other Lease Event
of Default;


 


(g)                                 The
liquidation or dissolution of Lessee, the Parent or any of their respective
Subsidiaries, or the suspension of the business of Lessee, the Parent or any of
their respective Subsidiaries, or the filing by Lessee, the Parent or any of
their respective Subsidiaries, of a voluntary petition or an answer seeking
reorganization, arrangement, readjustment of its debts or for any other relief
under the Bankruptcy Code, as amended, or under any other insolvency act or
law, state or federal, now or hereafter existing, or any other action of
Lessee, the Parent or any of their respective Subsidiaries, indicating its
consent to, approval of or acquiescence in, any such petition or proceeding;
the application by Lessee, the Parent or any of their respective Subsidiaries,
for, or the appointment by consent or acquiescence of Lessee, the Parent or any
of their respective Subsidiaries, of a receiver, a trustee or a custodian of
Lessee, the Parent or any of their respective Subsidiaries, for all or a
substantial part of its property; the making by Lessee, the Parent or any of
their respective Subsidiaries, of any assignment for the benefit of creditors;
the admission by Lessee, the Parent or any of their respective Subsidiaries, in
writing of its inability to pay its debts as they mature or Lessee, the Parent
or any of their respective Subsidiaries, is generally not paying its debts and
other


 


16

















 


financial
obligations as they become due and payable; or Lessee, the Parent or any of
their respective Subsidiaries, taking any corporate action to authorize any of
the foregoing, except with respect to any Subsidiary other than Lessee, to the
extent any of the foregoing does not result in a Material Adverse Effect or any
other Lease Event of Default;


 


(h)                                 The
filing of an involuntary petition against Lessee, the Parent or any of their
respective Subsidiaries, in bankruptcy or seeking reorganization, arrangement,
readjustment of its debts or for any other relief under the Bankruptcy Code, as
amended, or under any other insolvency act or law, state or federal, now or
hereafter existing; or the involuntary appointment of a receiver, a trustee or
a custodian of Lessee, the Parent or any of their respective Subsidiaries, for
all or a substantial part of its property; or the issuance of a warrant of
attachment, execution or similar process against any substantial part of the
property of Lessee, the Parent or any of their respective Subsidiaries, and the
continuance of any of such events for sixty (60) days undismissed or
undischarged, except with respect to any Subsidiary other than Lessee, to the
extent any of the foregoing does not result in a Material Adverse Effect or any
other Lease Event of Default;


 


(i)                                     The
adjudication of Lessee, the Parent or any of their respective Subsidiaries, as
bankrupt or insolvent, except with respect to any Subsidiary other than Lessee,
to the extent any of the foregoing does not result in a Material Adverse Effect
or any other Lease Event of Default;


 


(j)                                     The
entering of any order in any proceedings against Lessee, the Parent or any of
their respective Subsidiaries, decreeing the dissolution, divestiture or
split-up of Lessee, the Parent or any of their respective Subsidiaries, and
such order remains in effect for more than sixty (60) days, except with respect
to any Subsidiary other than Lessee, to the extent any of the foregoing does
not result in a Material Adverse Effect or any other Lease Event of Default;


 


(k)                                  Any
report, certificate, financial statement or other instrument delivered to
Lessor by or on behalf of Lessee pursuant to the terms of this Lease or any
other Operative Agreement is false or misleading in any material respect when
made or delivered;


 


(l)                                     [Intentionally Omitted];


 


(m)                               A
final judgment or judgments for the payment of money shall be rendered by a
court or courts against Lessee, the Parent or any of their respective
Subsidiaries, or any of their assets in excess of $15,000,000 in the aggregate,
and (i) the same shall not be discharged (or provision shall not be made for
such discharge), or a stay of execution thereof shall not be procured, within
sixty (60) days from the date of entry thereof, or (ii) Lessee, the Parent or
any of their respective Subsidiaries, shall not, within said period of sixty
(60) days, or such longer period during which execution of the same shall have
been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal, or (iii) such judgment or judgments shall not be discharged
(or provisions shall not be made for such discharge) within sixty (60) days
after a decision has been reached with respect to such appeal and the related
stay has been lifted;


 


(n)                                 (i)
Lessee or any member of the Controlled Group shall fail to pay when due an
amount or amounts aggregating in excess of $15,000,000 which it shall have
become liable to pay to the PBGC or to a Pension Plan under Title IV of ERISA;
or (ii) notice of intent to terminate a Pension Plan or Pension Plans
having aggregate Unfunded Liabilities in excess of $15,000,000 shall be filed
under Title IV of ERISA by Lessee or any member of the Controlled Group, any
plan administrator or any combination of the foregoing; or (iii) the PBGC shall
institute proceedings under Title IV of ERISA to terminate or to cause a
trustee to be appointed to administer any such Pension Plan or Pension Plans or
a proceeding shall be instituted by a fiduciary of any such Pension Plan or
Pension Plans against Lessee or any member of the Controlled Group to enforce
Section 515 or 4219(c)(5) of ERISA; or (iv) a condition shall exist by reason
of which the PBGC would be entitled to obtain a decree adjudicating that any
such Pension Plan or Pension Plans must be terminated; provided, in any case
under (i)-(iv) herein, only where Lessee or any Subsidiary of Lessee is
reasonably expected to incur liability in excess of $15,000,000;


 


17

















 


(o)                                 (i)
As a result of one (1) or more transactions after the date of this Lease, any
“person” or “group” of persons other than AMR Corporation shall have
“beneficial ownership” (within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder) of thirty-five percent (35%) or more of the outstanding
common stock of the Parent; or (ii) without limiting the generality of the
foregoing, during any period of twelve (12) consecutive months, commencing
after the date of this Lease, individuals who at the beginning of such period
of twelve (12) months were directors of the Parent shall cease for any reason
(other than AMR Corporation ceasing to have “beneficial ownership” as described
in clause (o)(i) above) to constitute a majority of the board of directors of
the Parent, provided, that the relationships among the respective
shareholders of the Parent on the Initial Closing Date shall not be deemed to
constitute all or any combination of them as a “group” for purposes of clause
(o)(i), or


 


(p)                                 Any
Operative Agreement shall cease to be in full force and effect unless replaced
by a successor agreement;


 


then, in any such event, Lessor
may, in addition to the other rights and remedies provided for in this Article
XVII and in Section 18.1, terminate this Lease by giving Lessee five (5) days
notice of such termination (provided, notwithstanding the foregoing, this Lease
shall be deemed to be automatically terminated without the giving of notice
upon the occurrence of a Lease Event of Default under Sections 17.1(g), (h) or
(i)), and this Lease shall terminate, and all rights of Lessee under this Lease
shall cease.  Lessee shall, to the
fullest extent permitted by law, pay as Supplemental Rent all costs and
expenses incurred by or on behalf of Lessor or any other Financing Party,
including without limitation fees and expenses of counsel, as a result of any
Lease Event of Default hereunder.


 


A POWER OF
SALE HAS BEEN GRANTED IN THIS LEASE.  A
POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTIES AND SELL THE PROPERTIES
WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE OF A LEASE
EVENT OF DEFAULT.


 


17.2                        Surrender
of Possession.


 


If a Lease Event of Default shall have occurred and be continuing, and
whether or not this Lease shall have been terminated pursuant to Section 17.1,
Lessee shall, upon thirty (30) days written notice of a demand to surrender possession,
surrender to Lessor possession of the Properties.  Lessor may enter upon and repossess the Properties by such means
as are available at law or in equity, and may remove Lessee and all other
Persons and any and all personal property and Lessee’s Equipment and personalty
and severable Modifications from the Properties.  Lessor shall have no liability by reason of any such entry,
repossession or removal performed in accordance with applicable Law.  Upon the written demand of Lessor, Lessee
shall return the Properties promptly to Lessor, in the manner and condition
required by, and otherwise in accordance with the provisions of, Section
22.1(c) hereof.


 


17.3                        Reletting.


 


If a Lease Event of Default shall have occurred and be continuing, and
whether or not this Lease shall have been terminated pursuant to Section 17.1,
Lessor may, but shall be under no obligation to, relet any or all of the
Properties, for the account of Lessee or otherwise, for such term or terms
(which may be greater or less than the period which would otherwise have
constituted the balance of the Term) and on such conditions (which may include
concessions or free rent) and for such purposes as Lessor may determine, and
Lessor may collect, receive and retain the rents resulting from such
reletting.  Lessor shall not be liable
to Lessee for any failure to relet any Property or for any failure to collect
any rent due upon such reletting.


 


17.4                        Damages.


 


Neither (a) the termination of this Lease as to all or any of the
Properties pursuant to Section 17.1; (b) the repossession of all or any of the
Properties; nor (c) the failure of Lessor to relet all or any of the
Properties, the reletting of all or any portion thereof, nor the failure of
Lessor to collect or receive any rentals due upon any such reletting, shall
relieve Lessee of its liabilities and obligations hereunder, all of which shall
survive any such termination, repossession or reletting.  If any Lease Event of Default shall have
occurred and be continuing and


 


18

















 


notwithstanding any termination
of this Lease pursuant to Section 17.1, Lessee shall forthwith pay to Lessor
all Rent and other sums due and payable hereunder to and including without
limitation the date of such termination. 
Thereafter, on the days on which the Basic Rent or Supplemental Rent, as
applicable, are payable under this Lease or would have been payable under this
Lease if the same had not been terminated pursuant to Section 17.1 and until
the end of the Term hereof or what would have been the Term in the absence of
such termination, Lessee shall pay Lessor, as current liquidated damages (it
being agreed that it would be impossible accurately to determine actual
damages) an amount equal to the Basic Rent and Supplemental Rent that are
payable under this Lease or would have been payable by Lessee hereunder if this
Lease had not been terminated pursuant to Section 17.1, less the net proceeds,
if any, which are actually received by Lessor with respect to the period in question
of any reletting of any Property or any portion thereof; provided, that
Lessee’s obligation to make payments of Basic Rent and Supplemental Rent under
this Section 17.4 shall continue only so long as Lessor shall not have received
the amounts specified in Section 17.6. 
In calculating the amount of such net proceeds from reletting, there
shall be deducted all of Lessor’s, any Holder’s, the Agent’s and any Lender’s
reasonable expenses in connection therewith, including without limitation
repossession costs, brokerage or sales commissions, fees and expenses for
counsel and any reasonably necessary repair or alteration costs and expenses
incurred in preparation for such reletting. 
To the extent Lessor receives any damages pursuant to this Section 17.4,
such amounts shall be regarded as amounts paid on account of Rent.  Lessee specifically acknowledges and agrees
that its obligations under this Section 17.4 shall be absolute and
unconditional under any and all circumstances and shall be paid and/or performed,
as the case may be, without notice or demand and without any abatement,
reduction, diminution, setoff, defense, counterclaim or recoupment whatsoever.


 


17.5                        Power
of Sale.


 


Without limiting any other remedies set forth in this Lease, Lessor and
Lessee agree that if this Lease is construed by a court of competent
jurisdiction as a mortgage or deed of trust, Lessee shall be deemed to have
granted, pursuant to Section 7.1(b) hereof and each Lease Supplement, a Lien
against the Properties WITH POWER OF SALE, and that, in such event, upon the
occurrence and during the continuance of any Lease Event of Default, Lessor
shall have the power and authority, to the extent provided by Law, after prior
notice and lapse of such time as may be required by Law, to foreclose its
interest (or cause such interest to be foreclosed) in all or any part of the
Properties.


 


17.6                        Final Liquidated Damages.


 


If a Lease Event of Default shall have occurred and be continuing,
whether or not this Lease shall have been terminated pursuant to Section 17.1
and whether or not Lessor shall have collected any current liquidated damages
pursuant to Section 17.4, Lessor shall have the right to recover, by written
demand to Lessee and at Lessor’s election, and Lessee shall pay to Lessor, as and
for final liquidated damages, but exclusive of the indemnities payable under
Section 11 of the Participation Agreement (which, if requested, shall be paid
concurrently), and in lieu of all current liquidated damages beyond the date of
such demand (it being agreed that it would be impossible accurately to
determine actual damages) the Termination Value.  Upon payment of the amount specified pursuant to the first
sentence of this Section 17.6, Lessee shall be entitled to receive from Lessor,
either at Lessee’s request or upon Lessor’s election, in either case at
Lessee’s cost, a conveyance of Lessor’s entire right, title and interest in and
to the Properties, Improvements, Fixtures, Modifications, Equipment and all
components thereof, in each case in recordable form and otherwise in conformity
with local custom and free and clear of the Lien of this Lease (including
without limitation the release of any memoranda of Lease and/or the Lease
Supplement recorded in connection therewith), the Lien of any Mortgage
Instrument and any Lessor Liens.  The
Properties shall be conveyed to Lessee “AS-IS, WHERE-IS” and in their then
present physical condition.  If any
statute or rule of law shall limit the amount of such final liquidated damages
to less than the amount agreed upon, Lessor shall be entitled to the maximum
amount allowable under such statute or rule of law; provided, however,
Lessee shall not be entitled to receive a conveyance of Lessor’s interest in
the Properties, the Improvements, Fixtures, Modifications, Equipment or the
components thereof unless Lessee shall have paid in full the Termination
Value.  Lessee specifically acknowledges
and agrees that its obligations under this Section 17.6 shall be absolute and
unconditional under any and all circumstances and shall be paid and/or
performed, as the case may be, without notice or demand and without any
abatement, reduction, diminution, setoff, defense, counterclaim or recoupment
whatsoever.


 


19

















 


17.7                        Environmental
Costs.


 


If a Lease Event of Default shall have occurred and be continuing, and
whether or not this Lease shall have been terminated pursuant to Section 17.1,
Lessee shall pay directly to any third party (or at Lessor’s election,
reimburse Lessor) for the cost of any environmental testing and/or remediation
work undertaken respecting any Property, as such testing or work is deemed
appropriate in the reasonable judgment of Lessor, and shall indemnify and hold
harmless Lessor and each other Indemnified Person therefrom.  Lessee shall pay all amounts referenced in
the immediately preceding sentence within thirty (30) days of any request by
Lessor for such payment.  The provisions
of this Section 17.7 shall not limit the obligations of Lessee under any Operative
Agreement regarding indemnification obligations, environmental testing,
remediation and/or work.


 


17.8                        Waiver
of Certain Rights.


 


If this Lease is terminated pursuant to Section 17.1, Lessee waives, to
the fullest extent permitted by Law, (a) any notice of re-entry or the
institution of legal proceedings to obtain re-entry or possession; (b) any
right of redemption, re-entry or possession; (c) the benefit of any Laws now or
hereafter in force exempting property from liability for rent or for debt; and
(d) any other rights which might otherwise limit or modify any of Lessor’s
rights or remedies under this Article XVII.


 


17.9                        Assignment of Rights Under
Contracts.


 


If a Lease Event of Default shall have occurred and be continuing, and
whether or not this Lease shall have been terminated pursuant to Section 17.1,
Lessee shall upon Lessor’s written demand immediately assign, transfer and set
over to Lessor all of Lessee’s right, title and interest in and to each
agreement executed by Lessee in connection with the acquisition, installation,
testing, use, development, construction, operation, maintenance, repair,
refurbishment and restoration of the Properties (including without limitation
all right, title and interest of Lessee with respect to all warranty, performance,
service and indemnity provisions), as and to the extent that the same relate to
the acquisition, installation, testing, use, development, construction,
operation, maintenance, repair, refurbishment and restoration of the Properties
or any of them.


 


17.10                 Remedies
Cumulative.


 


The remedies herein provided shall be cumulative and in addition to
(and not in limitation of) any other remedies available at Law, equity or
otherwise, including without limitation any mortgage foreclosure remedies.


 


ARTICLE
XVIII


 


18.1                        Lessor’s Right to Cure Lessee’s Lease
Defaults.


 


Lessor, without waiving or releasing any obligation or Lease Event of
Default, may (but shall be under no obligation to) remedy any Lease Event of
Default for the account and at the sole cost and expense of Lessee, including
without limitation the failure by Lessee to maintain the insurance required by
Article XIV, and may, to the fullest extent permitted by Law, and
notwithstanding any right of quiet enjoyment in favor of Lessee, enter upon any
Property, and take all such action thereon as may be reasonably necessary or
appropriate therefor.  No such entry
shall be deemed an eviction of any lessee. 
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 Lessor, shall be paid by Lessee to Lessor on demand.


 


20

















 


ARTICLE
XIX


 


19.1                        Provisions Relating to Lessee’s
Exercise of its Purchase Option.


 


Subject to Section 19.2, in connection with any termination of this
Lease with respect to any Property pursuant to the terms of Section 16.2, or in
connection with Lessee’s exercise of its Purchase Option, upon the date on
which this Lease is to terminate with respect to any Property, and upon tender
by Lessee of the amounts set forth in Sections 16.2(b) or 20.2, as applicable,
Lessor shall execute and deliver to Lessee (or to Lessee’s designee) at
Lessee’s cost and expense a special warranty deed or other appropriate
conveyance instrument of Lessor’s entire interest in such Property, in each
case in recordable form and otherwise in conformity with local custom and free
and clear of any Lessor Liens attributable to Lessor but without any other
warranties (of title or otherwise) from Lessor.  Such Property shall be conveyed to Lessee “AS-IS,” “WHERE-IS” and
in then present physical condition.


 


19.2                        No Purchase or Termination With
Respect to Less than All of a Property.


 


Except as provided in Section 22.6, Lessee shall not be entitled to
exercise its Purchase Option or the Sale Option separately with respect to a
portion of any Property consisting of Land, Equipment and/or Improvements but
shall be required to exercise its Purchase Option or the Sale Option with
respect to an entire Property.


 


ARTICLE
XX


 


20.1                        Purchase Option or Sale
Option-General Provisions.


 


Not less than one hundred twenty (120) days and no more than one
hundred eighty (180) days prior to the Expiration Date or (respecting the
Purchase Option only) any Payment Date prior to the Expiration Date (so long as
the  appraised value pursuant to
Appraisals previously delivered (or, if requested by the Agent (pursuant to the
direction from the Majority Secured Parties) pursuant to new Appraisals
performed and delivered to the Agent within sixty (60) days of the Expiration
Date or such Payment Date, as the case may be) to the Agent of the remaining
Properties under this Lease is equal to or greater than seventy-five percent
(75%) of the Property Cost of such remaining Properties), Lessee may give
Lessor irrevocable written notice (the “Election Notice”) that Lessee is
electing to exercise either (a) the option to purchase all, but not less than
all, the Properties on the Expiration Date or each Property or any Property on
the Payment Date specified in the Election Notice (the “Purchase Option”)
or (b) with respect to an Election Notice given in connection with the
Expiration Date only, the option to remarket all, but not less than all, the
Properties to a Person other than Lessee or any Affiliate of Lessee and cause a
sale of such Properties to occur on the Expiration Date pursuant to the terms
of Section 22.1 (the “Sale Option”). 
If Lessee does not give an Election Notice indicating the Purchase
Option or the Sale Option at least one hundred twenty (120) days and not more
than one hundred eighty (180) days prior to the Expiration Date, then, unless
such Expiration Date has been extended in accordance with Section 2.2 hereof,
Lessee shall be deemed to have elected the Purchase Option.  If Lessee shall either (i) elect (or be
deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale
Option and fail to cause all, but not less than all, the Properties to be sold
in accordance with the terms of Section 22.1 on the Expiration Date, then in
either case Lessee shall pay to Lessor on the date on which such purchase or
sale is scheduled to occur an amount equal to the Termination Value for all,
but not less than all, the Properties on the Expiration Date or each Property
for which the Purchase Option had previously been elected for any Payment Date
(which the parties do not intend to be a “bargain” purchase price) and, upon
receipt of such amounts and satisfaction of such obligations, Lessor shall
transfer to Lessee all of Lessor’s right, title and interest in and to all such
Properties in accordance with Section 20.2.


 


20.2                        Lessee
Purchase Option.


 


Provided, no Default
or Event of Default shall have occurred and be continuing (other than those
that will be cured by the payment of the Termination Value for all the
Properties) and provided, that the Election Notice has been
appropriately given specifying the Purchase Option, Lessee shall purchase and
Lessor shall sell all, but not less than all, the Properties on the Expiration
Date or each Property or any Property as elected for any 


 


21

















 


Payment Date prior to the
Expiration Date at a price equal to the Termination Value for such Properties
(which the parties do not intend to be a “bargain” purchase price).


 


Subject to Section 19.2, in connection with any termination of this
Lease with respect to any Property pursuant to the terms of Section 16.2, or in
connection with Lessee’s exercise of its Purchase Option, upon the date on
which this Lease is to terminate with respect to a Property or all of the
Properties, and upon tender by Lessee of the amounts set forth in
Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute,
acknowledge (where required) and deliver to Lessee, at Lessee’s cost and
expense, each of the following:  (a) a
special warranty Deed conveying each Property to the extent it is real property
to Lessee free and clear of the Lien of this Lease, the Lien of the Credit
Documents and any Lessor Liens; (b) a special warranty Bill of Sale conveying
each Property (to the extent it is personal property) to Lessee free and clear
of the Lien of this Lease, the Lien of the Credit Documents and any Lessor
Liens; (c) any real estate tax affidavit or other document required by law
to be executed and filed in order to record the applicable Deed;
(d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably
and customarily required by the title company in connection with such
transactions.  All of the foregoing
documentation must be in form and substance reasonably satisfactory to Lessor
and Lessee.  No affidavit or other
document required by any title company as referenced above shall require any
representation, warranty or certification from Lessee beyond those to be
addressed in the Deed and Bill of Sale referenced above.  The applicable Property shall be conveyed to
Lessee “AS-IS, WHERE-IS”.


 


If any Property is the subject of remediation efforts respecting
Hazardous Substances at the Expiration Date which could materially and
adversely impact the Fair Market Sales Value of such Property (with materiality
determined in Lessor’s reasonable discretion), then Lessee shall be obligated
to purchase each such Property pursuant to this Article XX.


 


On the Expiration Date and/or any Payment Date on which Lessee has
elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid)
to Lessor, the Agent and all other parties, as appropriate, the sum of all
reasonable costs and expenses incurred by any such party in connection with the
election by Lessee to exercise its Purchase Option and all Rent and all other
amounts then due and payable or accrued under this Lease and/or any other
Operative Agreement.


 


20.3                        Third
Party Sale Option.


 


(a)                                  Provided, that
(i) no Default or Event of Default shall have occurred and be continuing and
(ii) the Election Notice has been appropriately given specifying the Sale
Option, Lessee shall undertake to cause a sale of all, but not less than all,
the Properties on the Expiration Date (all as specified in the Election Notice)
in accordance with the provisions of Section 22.1 hereof.


 


(b)                                 In the event Lessee
exercises the Sale Option then, as soon as practicable and in all events not
less than sixty (60) days and not more than one hundred eighty (180) days prior
to the Expiration Date, Lessee shall cause to be delivered to Lessor a Phase I
environmental site assessment for each of the Properties, which has been
recently prepared (no more than thirty (30) days old prior to the date of
delivery) by an independent recognized professional reasonably acceptable to
Lessor and in form, scope and content reasonably satisfactory to Lessor.  Lessor (at the direction of the Agent) shall
elect whether the costs incurred respecting the above-referenced Phase I
environmental site assessment shall be paid by either (i) sales proceeds from
the Properties, (ii) Lessor (but only 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 costs)
or (iii) Lessee; provided, amounts funded by the Lenders and the Holders
with respect to the foregoing shall be added to the Property Cost of each
applicable Property; provided, further, amounts funded by Lessee
with respect to the foregoing shall be a part of (and limited by) the Maximum
Residual Guarantee Amount.  In the event
that Lessor shall not have received such environmental site assessment by the
date sixty (60) days prior to the Expiration Date or in the event that such
environmental assessment shall reveal the existence of any material violation
of Environmental Laws, other material Environmental Violation or potential
material Environmental Violation (with materiality determined in each case by
Lessor in its reasonable discretion), then Lessee on the Expiration Date shall 


 


22

















 


pay to Lessor an amount equal to the Termination Value for all the
Properties and any and all other amounts due and owing hereunder.  Upon receipt of such payment and all other
amounts due under the Operative Agreements, Lessor shall transfer to Lessee all
of Lessor’s right, title and interest in and to all the Properties in
accordance with Section 19.1.


 


ARTICLE
XXI


 


21.1                        [Intentionally Omitted].


 


ARTICLE XXII


 


22.1                        Sale
Procedure.


 


(a)                                  During the Marketing
Period, Lessee, on behalf of Lessor, shall obtain bids for the cash purchase of
all the Properties in connection with a sale to one (1) or more third party
purchasers to be consummated on the Expiration Date or such earlier date as is
acceptable to the Agent and Lessee (the “Sale Date”) for the highest
price available, shall notify Lessor promptly of the name and address of each
prospective purchaser and the cash price which each prospective purchaser shall
have offered to pay for each such Property and shall provide Lessor with such
additional information about the bids and the bid solicitation procedure as
Lessor may reasonably request from time to time.  All such prospective purchasers must be Persons other than Lessee
or any Affiliate of Lessee.  On the Sale
Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties,
as appropriate, all Rent and all other amounts then due and payable or accrued
under this Lease and/or any other Operative Agreement and Lessor (at the
direction of the Agent) shall elect whether the costs and expenses incurred by
Lessor and/or the Agent respecting the sale of one or more Properties shall be
paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only
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 costs and expenses) or (iii) Lessee; provided,
amounts funded by the Lenders and the Holders with respect to such costs and
expenses shall be added to the Property Cost of each applicable Property; provided,
further, amounts funded by Lessee with respect to such costs and
expenses shall be a part of (and limited by) the Maximum Residual Guarantee
Amount.


 


Lessor may reject any and all bids and may
solicit and obtain bids by giving Lessee written notice to that effect; provided,
however, that notwithstanding the foregoing, Lessor may not reject the
bids submitted by Lessee if such bids, in the aggregate, are greater than or
equal to the sum of the Limited Recourse Amount for all the Properties, and
represent bona fide offers from one (1) or more third party purchasers.  If the highest price which a prospective
purchaser or the prospective purchasers shall have offered to pay for all the
Properties on the Sale Date is less than the sum of the Limited Recourse Amount
for all the Properties or if such bids do not represent bona fide offers from
one (1) or more third parties or if there are no bids, Lessor may elect to
retain one or more of the Properties by giving Lessee prior written notice of
Lessor’s election to retain the same, and promptly upon receipt of such notice,
Lessee shall surrender, or cause to be surrendered, each of the Properties
specified in such notice in the condition required pursuant to Section
10.1.  Upon acceptance of any bid,
Lessor agrees, at Lessee’s request and expense, to execute a contract of sale
with respect to such sale, so long as the same is consistent with the terms of
this Article 22 and provides by its terms that it is nonrecourse to Lessor.


 


Unless Lessor shall have elected to retain
one or more of the Properties pursuant to the provisions of the preceding
paragraph, Lessee shall arrange for Lessor to sell all the Properties free and
clear of the Lien of this Lease, the Lien of any Mortgage Lien and any Lessor
Liens attributable to Lessor but without any warranties (of title or otherwise)
except those contained in the special warranty Deeds and special warranty Bills
of Sale referenced below, for cash on the Sale Date to the purchaser or
purchasers offering the highest cash sales price, as identified by Lessee or
Lessor, as the case may be.  To effect
such transfer 


 


23

















 


and assignment, Lessor shall execute, acknowledge (where required) and
deliver to the appropriate purchaser each of the following:  (a) special warranty Deeds conveying each
such Property (to the extent it is real property titled to Lessor) to the
appropriate purchaser free and clear of the Lien of this Lease, the Lien of the
Credit Documents and any Lessor Liens but without any other warranties (of
title or otherwise); (b) a special warranty Bill of Sale conveying each such
Property (to the extent it is personal property) titled to Lessor to the
appropriate purchaser free and clear of the Lien of this Lease, the Lien of the
Credit Documents and any Lessor Liens but without any other warranties (of
title or otherwise); (c) any real estate tax affidavit or other document
required by law to be executed and filed in order to record each Deed;
(d) FIRPTA affidavits, as appropriate, and (e) an owner’s affidavit
affirming that no labor has been performed at the direction of Lessor on the
Property within one hundred twenty (120) days prior to the date of such sale
(or if work has been performed certifying as to payment in full and/or waiving
lien rights as to the Property) and any other similar affidavits or other
documents reasonably and customarily required by the title company in
connection with such transactions.  All
of the foregoing documentation must be in form and substance reasonably
satisfactory to Lessor and the purchaser. 
No affidavit or other document required by any title company as
referenced above shall require any representation, warranty or certification
from Lessee beyond those to be addressed in the Deed and Bill of Sale
referenced above. Lessee shall surrender the Properties so sold or subject to
such documents to each purchaser in the condition specified in Section 10.1, or
in such other condition as may be agreed between Lessee and such
purchaser.  Lessee shall not take or
fail to take any action which would have the effect of unreasonably
discouraging bona fide third party bids for any Property.  If each of the Properties is not either (i)
sold on the Sale Date in accordance with the terms of this Section 22.1, or
(ii) retained by Lessor pursuant to an affirmative election made by Lessor
(with consent of the Majority Secured Parties) pursuant to the second sentence
of the second paragraph of this Section 22.1(a), then (x) Lessee shall be
obligated to pay Lessor on the Sale Date an amount equal to the aggregate
Termination Value for all the Properties less any sales proceeds received by
the Lessor, and (y) Lessor shall transfer each applicable Property to Lessee in
accordance with Section 20.2.


 


(b)                                 If the Properties are
sold on a Sale Date to one (1) or more third party purchasers in accordance
with the terms of Section 22.1(a) and the aggregate purchase price paid for all
the Properties is less than the sum of the aggregate Property Cost for all the
Properties (hereinafter such difference shall be referred to as the “Deficiency
Balance”), then Lessee hereby unconditionally promises to pay to Lessor on
the Sale Date all Rent and all other amounts then due and owing pursuant to the
Operative Agreements and the lesser of (i) the Deficiency Balance, or (ii) the
Maximum Residual Guarantee Amount for all the Properties.  On a Sale Date if (x) Lessor receives the
aggregate Termination Value for all the Properties from one (1) or more third
party purchasers, (y) Lessor and such other parties receive all other amounts
specified in the last sentence of the first paragraph of Section 22.1(a) and
(z) the aggregate purchase price paid for all the Properties on such date
exceeds the sum of the aggregate Property Cost for all the Properties, then
Lessee may retain such excess.  If one
or more of the Properties are retained by Lessor pursuant to an affirmative
election made by Lessor pursuant to the provisions of Section 22.1(a), then
Lessee hereby unconditionally promises to pay to Lessor on the Sale Date all
Rent and all other amounts then due and owing pursuant to the Operative
Agreements and an amount equal to the Maximum Residual Guarantee Amount for the
Properties so retained.  Any payment of
the foregoing amounts described in this Section 22.1(b) shall be made
together with a payment of all other amounts referenced in the last sentence of
the first paragraph of Section 22.1(a).


 


(c)                                  In the event that all
the Properties are either sold to one (1) or more third party purchasers on the
Sale Date or retained by Lessor in connection with an affirmative election made
by Lessor pursuant to the provisions of Section 22.1(a), then in either case on
the applicable Sale Date Lessee shall provide Lessor or such third party
purchaser (unless otherwise agreed by such third party purchaser) with (i) all
permits, certificates of occupancy, governmental licenses and authorizations
necessary to use, operate, repair, access and maintain each such Property for
the purpose it is being used by Lessee, and (ii) such manuals, permits,
easements, licenses, intellectual property, know-how, rights-of-way and other
rights and privileges in the nature of an easement as are reasonably necessary
or desirable in connection with the use, operation, repair, access to or
maintenance of each such Property for its intended purpose or otherwise as
Lessor or such third party 


 


24

















 


purchaser(s) shall reasonably request (and a royalty-free license or
similar agreement to effectuate the foregoing on terms reasonably agreeable to
Lessor or such third party purchaser(s), as applicable).  All assignments, licenses, easements,
agreements and other deliveries required by clauses (i) and (ii) of this
paragraph (c) shall be in form reasonably satisfactory to Lessor or such third
party purchaser(s), as applicable, and shall be fully assignable (including
without limitation both primary assignments and assignments given in the nature
of security) without payment of any fee, cost or other charge.


 


22.2                        Application of Proceeds of Sale.


 


In the event Lessee receives any proceeds of sale of any Property, such
proceeds shall be deemed to have been received in trust on behalf of Lessor and
Lessee shall promptly remit such proceeds to Lessor.  Lessor shall apply the proceeds of sale of any Property in the
following order of priority:


 


(a)                                  FIRST, to pay
or to reimburse Lessor (and/or the Agent, as the case may be) for the payment
of all reasonable costs and expenses incurred by Lessor (and/or the Agent, as
the case may be) in connection with the sale (to the extent Lessee has not
satisfied its obligation to pay such costs and expenses);


 


(b)                                 SECOND, so long
as the Credit Agreement is in effect and any Loans or Holder Advances or any
amount is owing to the Financing Parties under any Operative Agreement, to the
Agent to be applied pursuant to intercreditor provisions, including without
limitation Section 8.7 of Participation Agreement, among Lessor, the Lenders
and the Holders contained in the Operative Agreements; and


 


(c)                                  THIRD, to
Lessee.


 


22.3                        Indemnity for Excessive Wear.


 


If the proceeds of the sale described in Section 22.1 with respect to
the Properties shall be less than the Limited Recourse Amount with respect to
the Properties, and at the time of such sale it shall have been reasonably
determined (pursuant to the Appraisal Procedure) that the Fair Market Sales
Value of the Properties shall have been impaired by greater than expected wear
and tear during the term of the Lease, Lessee shall pay to Lessor within ten
(10) days after receipt of Lessor’s written statement (i) the amount of such
excess wear and tear determined by the Appraisal Procedure or (ii) the amount
of the Sale Proceeds Shortfall, whichever amount is less.


 


22.4                        Appraisal
Procedure.


 


For determining the Fair Market Sales Value of the Properties or any
other amount which may, pursuant to any provision of any Operative Agreement,
be determined by an appraisal procedure, Lessor and Lessee shall use the
following procedure (the “Appraisal Procedure”).  Lessor and Lessee shall endeavor to reach a
mutual agreement as to such amount for a period of ten (10) days from
commencement of the Appraisal Procedure under the applicable section of the
Lease, and if they cannot agree within ten (10) days, then two (2) qualified
appraisers, one (1) chosen by Lessee and one (1) chosen by Lessor, shall
mutually agree thereupon, but if either party shall fail to choose an appraiser
within twenty (20) days after notice from the other party of the selection of
its appraiser, then the appraisal by the appointed appraiser shall be binding
on Lessee and Lessor.  If the two (2)
appraisers cannot agree within twenty (20) days after both shall have been
appointed, then a third appraiser shall be selected by the two (2) appraisers
or, failing agreement as to such third appraiser within thirty (30) days after
both shall have been appointed, by the American Arbitration Association.  The decisions of the three (3) appraisers
shall be given within twenty (20) days of the appointment of the third
appraiser and the decision of the appraiser most different from the average of
the other two (2) shall be discarded and the average of the remaining
appraisals shall be binding on Lessor and Lessee; provided, that if the
highest appraisal and the lowest appraisal are equidistant from the third
appraisal, the third appraisal shall be binding on Lessor and Lessee.  The fees and expenses of the appraiser
appointed by Lessee shall be paid by Lessee; the fees and expenses of the appraiser
appointed by Lessor shall be paid by Lessor (such fees and expenses not being
indemnified pursuant to Section 11 of the Participation Agreement); and the
fees and expenses of the third appraiser shall be divided equally between
Lessee and Lessor.


 


25

















 


22.5                        Certain Obligations Continue.


 


During the Marketing Period, the obligation of Lessee to pay Rent with
respect to the Properties (including without limitation the installment of
Basic Rent due on the Expiration Date) shall continue undiminished until
payment in full to Lessor of the sale proceeds, if any, the Maximum Residual
Guarantee Amount, the amount due under Section 22.3, if any, and all other
amounts due to Lessor or any other Person with respect to all Properties or any
Operative Agreement.  Lessor shall have
the right, but shall be under no duty, to solicit bids, to inquire into the
efforts of Lessee to obtain bids or otherwise to take action in connection with
any such sale, other than as expressly provided in this Article XXII.


 


22.6                        Out
Parcel Sale.


 


Provided that no Lease Default or Lease Event
of Default shall have occurred and be continuing, Lessee shall have the option,
exercisable by giving Lessor no less than thirty (30) days written notice of
Lessee’s election to sell, transfer and convey any undeveloped Land to any
third party regarding any Property which was undeveloped and contained no
improvements when acquired by Lessor (an “Out Parcel”) or to purchase
such Out Parcel on the following terms and conditions: (a) the Out Parcel
Allocable Amount for such Out Parcel shall be promptly paid to Lessor (and in
any event within three (3) Business Days after such transfer and conveyance)
for ratable application to the then current outstanding principal balance of
the Notes and the unreimbursed Holder Amount; (b) the applicable Property,
excluding such Out Parcel transferred and conveyed therefrom, shall continue to
constitute an area with appropriate easement and operating agreements such that
the value, utility and useful life of such remaining applicable Property are
not diminished; (c) the applicable Property, excluding such Out Parcel
transferred and conveyed therefrom, shall (on and after the date of such
transfer and conveyance) satisfy all of the terms and conditions of the Operative
Agreements; and (d) all Rent and other amounts due and payable by Lessee under
any Operative Agreement shall be paid on or prior to the date of such transfer
and conveyance.  Lessee shall pay, or
cause to be paid, all reasonable costs and expenses incurred by any Financing
Party in connection with a sale of any Out Parcel.


 


ARTICLE
XXIII


 


23.1                        Holding
Over.


 


If Lessee shall for any reason remain in possession of a Property after
the expiration or earlier termination of this Lease as to such Property (unless
such Property is conveyed to Lessee), such possession shall be as a tenancy at
sufferance during which time Lessee shall continue to pay Supplemental Rent
that would be payable by Lessee hereunder were the Lease then in full force and
effect with respect to such Property and Lessee shall continue to pay Basic
Rent at the lesser of the highest lawful rate and one hundred ten percent
(110%) of the last payment of Basic Rent due with respect to such Property
prior to such expiration or earlier termination of this Lease.  Such Basic Rent shall be payable from time
to time upon demand by Lessor and such additional amount of Basic Rent shall be
applied by Lessor ratably to the Lenders and the Holders based on their relative
amounts of the then outstanding aggregate Property Cost for all
Properties.  During any period of
tenancy at sufferance, Lessee shall, subject to the second preceding sentence,
be obligated to perform and observe all of the terms, covenants and conditions
of this Lease, but shall have no rights hereunder other than the right, to the
extent given by law to tenants at sufferance, to continue Lessee’s occupancy
and use of such Property.  Nothing
contained in this Article XXIII shall constitute the consent, express or
implied, of Lessor to the holding over of Lessee after the expiration or
earlier termination of this Lease as to any Property (unless such Property is
conveyed to Lessee) and nothing contained herein shall be read or construed as
preventing Lessor from maintaining a suit for possession of such Property or
exercising any other remedy available to Lessor at law or in equity.


 


ARTICLE
XXIV


 


24.1                        Risk
of Loss.


 


During the Term, unless Lessee shall not be in actual possession of any
Property in question solely by reason of Lessor’s exercise of its remedies of
dispossession under Article XVII, the risk of loss or decrease in the


 


26

















 


enjoyment and beneficial use of such Property as a result of the damage
or destruction thereof by fire, the elements, casualties, thefts, riots, wars
or otherwise is assumed by Lessee, and Lessor shall in no event be answerable
or accountable therefor.


 


ARTICLE
XXV


 


25.1                        Assignment.


 


(a)                                  Lessee may not assign
this Lease 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 Lessor pursuant to the provisions of
the Participation Agreement.


 


(b)                                 No assignment by
Lessee (referenced in this Section 25.1 or otherwise) or other relinquishment
of possession to any Property shall in any way discharge or diminish any of the
obligations of Lessee to Lessor hereunder and Lessee shall remain directly and
primarily liable under the Operative Agreements as to any rights or obligations
assigned by Lessee or regarding any Property in which rights or obligations
have been assigned or otherwise transferred.


 


25.2                        Subleases.


 


(a)                                  Promptly, but in any
event within five (5) Business Days, following the execution and delivery of
any sublease permitted by this Article XXV, Lessee shall notify Lessor of the
execution of such sublease.  As of the
date of each Lease Supplement, Lessee shall lease the respective Property
described in such Lease Supplement from Lessor, and any existing tenant
respecting such Property shall automatically be deemed to be a subtenant of
Lessee and not a tenant of Lessor.


 


(b)                                 Without the prior
written consent of the Agent, any Lender, any Holder or Lessor and subject to
the other provisions of this Section 25.2, Lessee may sublet any Property or
portion thereof so long as such sublease (i) is on market terms, (ii) does not
extend beyond (A) the Basic Term Expiration Date (if such sublease is in force
during the Basic Term) and (B) the expiration date of any then applicable
Renewal Term (if such sublease is in force during such Renewal Term) and (iii)
is expressly subject and subordinate to this Lease.  Except as referenced in the immediately preceding sentence, no
other subleases shall be permitted unless consented to in writing by
Lessor.  All subleasing shall be done on
market terms and shall in no way diminish the fair market value or useful life
of any applicable Property.


 


(c)                                  No sublease
(referenced in this Section 25.2 or otherwise) or other relinquishment of
possession to any Property shall in any way discharge or diminish any of
Lessee’s obligations to Lessor hereunder and Lessee shall remain directly and
primarily liable under this Lease as to such Property, or portion thereof, so
sublet.


 


ARTICLE
XXVI


 


26.1                        No
Waiver.


 


No failure by Lessor or Lessee to insist upon the strict performance of
any term hereof or to exercise any right, power or remedy upon a default
hereunder, and no acceptance of full or partial payment of Rent during the
continuance of any such default, shall constitute a waiver of any such default
or of any such term, right, power or remedy. 
To the fullest extent permitted by Law, no waiver of any default shall
affect or alter this Lease, and this Lease shall continue in full force and
effect with respect to any other then existing or subsequent default.


 


27

















 


ARTICLE XXVII


 


27.1                        Acceptance
of Surrender.


 


No surrender to Lessor of this Lease or of all or any portion of any
Property or of any part of any thereof or of any interest therein shall be
valid or effective unless agreed to and accepted in writing by Lessor and no
act by Lessor or the Agent or any representative or agent of Lessor or the
Agent, other than a written acceptance, shall constitute an acceptance of any
such surrender.


 


27.2                        No
Merger of Title.


 


There shall be no merger of this Lease or of the leasehold estate
created hereby by reason of the fact that the same Person may acquire, own or
hold, directly or indirectly, in whole or in part, (a) this Lease or the
leasehold estate created hereby or any interest in this Lease or such leasehold
estate, (b) any right, title or interest in any Property, (c) any Notes, or (d)
a beneficial interest in Lessor.


 


ARTICLE
XXVIII


 


[Intentionally
Omitted]


 


 


ARTICLE XXIX


 


29.1                        Notices.


 


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


 


ARTICLE
XXX


 


30.1                        Miscellaneous.


 


Anything contained in this Lease to the contrary notwithstanding, all
claims against and liabilities of Lessee or Lessor arising from events
commencing prior to the expiration or earlier termination of this Lease shall
survive such expiration or earlier termination.  If any provision of this Lease shall be held to be unenforceable
in any jurisdiction, such unenforceability shall not affect the enforceability
of any other provision of this Lease and such jurisdiction or of such provision
or of any other provision hereof in any other jurisdiction.


 


30.2                        Amendments and Modifications.


 


Neither this Lease nor any Lease Supplement may be amended, waived,
discharged or terminated except in accordance with the provisions of Section
12.4 of the Participation Agreement.


 


30.3                        Successors and Assigns.


 


All the terms and provisions of this Lease shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.


 


30.4                        Headings and Table of Contents.


 


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


 


28

















 


30.5                        Counterparts.


 


This Lease may be executed in any number of counterparts, each of which
shall be an original, but all of which shall together constitute one (1) and
the same instrument. Not withstanding the foregoing, to the extent, if any,
that this Lease constitutes chattel paper (as such term is defined in the
Uniform Commercial Code as in effect in any applicable jurisdiction), no
security interest in this Lease may be created through the transfer or
possession of any counterpart other than the original counterpart containing
the receipt therefor executed by the Agent on the signature page hereof.


 


30.6                        GOVERNING LAW.


 


THIS
LEASE SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.


 


30.7                        Calculation
of Rent.


 


All calculation of Rent payable hereunder shall be computed based on
the actual number of days elapsed over a year of three hundred sixty (360) days
or, to the extent such Rent is based on the ABR, three hundred sixty-five (365)
(or three hundred sixty-six (366), as applicable) days.


 


30.8                        Memoranda of Lease and Lease
Supplements.


 


This Lease shall not be recorded; provided, Lessor and Lessee
shall promptly record (a) a memorandum of this Lease and the applicable Lease
Supplement (in substantially the form of Exhibit B attached hereto) or a
short form lease (in form and substance reasonably satisfactory to Lessor and
Lessee) regarding each Property promptly after the acquisition thereof in the
local filing office with respect thereto and as required under applicable Law
to sufficiently evidence this Lease and any such Lease Supplement in the
applicable real estate filing records. 
Lessor (at the direction of the Agent) shall elect whether the costs and
expenses incurred by Lessor and/or the Agent respecting the recordation of the
above-referenced items shall be paid by either (i) Lessor (but only the extent
amounts are available therefor with respect to the Available Commitments and
the Available Holder Commitments or (ii) Lessee; provided, amounts
funded by the Lenders and the Holders with respect to such costs and expenses
shall be added to the Property Cost of each applicable Property; provided,
further, amounts funded by Lessee with respect to such costs and
expenses shall be a part of (and limited by) the Maximum Residual Guarantee
Amount.


 


30.9                        Allocations between the Lenders and
the Holders.


 


Notwithstanding any other term or provision of this Lease to the
contrary, the allocations of the proceeds of the Properties and any and all
other Rent and other amounts received hereunder shall be subject to the
inter-creditor provisions between and among the Lenders and the Holders
contained in the Operative Agreements (or as otherwise agreed among the Lenders
and the Holders from time to time).


 


30.10                 Limitations
on Recourse.


 


Notwithstanding anything contained in this Lease to the contrary, Lessee
agrees to look solely to Lessor’s estate and interest in the Properties (and in
no circumstance to the Agent, the Lenders, the Holders or otherwise to Lessor)
for the collection of any judgment requiring the payment of money by Lessor in
the event of liability by Lessor, and no other property or assets of Lessor or
any shareholder, owner or partner (direct or indirect) in or of Lessor, or any
director, officer, employee, beneficiary, Affiliate of any of the foregoing
shall be subject to levy, execution or other enforcement procedure for the
satisfaction of the remedies of Lessee under or with respect to this Lease, the
relationship of Lessor and Lessee hereunder or Lessee’s use of the Properties
or any other liability of Lessor to Lessee. 
Nothing in this Section shall be interpreted so as to limit the terms of
Sections 6.1 or 6.2 or the provisions of Section 12.9 of the Participation
Agreement.


 


29

















 


30.11                 WAIVERS OF JURY TRIAL.


 


EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, KNOWINGLY AND
WILLINGLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS LEASE AND FOR ANY COUNTERCLAIM THEREIN.


 


30.12                 Exercise
of Lessor Rights.


 


Lessee hereby acknowledges and agrees that the rights and powers of
Lessor under this Lease have been assigned to the Agent pursuant to the terms
of the Security Agreement and the other Operative Agreements.  Lessor and Lessee hereby acknowledge and
agree that (a) the Agent shall, in its discretion, direct and/or act on behalf
of Lessor pursuant to the provisions of Sections 8.2(h) and 8.6 of the
Participation Agreement, (b) all notices to be given to Lessor shall be given
to the Agent only and (c) all notices to be given by Lessor may be given by the
Agent, at its election.


 


30.13                 SUBMISSION
TO JURISDICTION; VENUE.


 


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


 


30.14                 USURY
SAVINGS PROVISION.


 


IT IS THE INTENT OF THE PARTIES HERETO TO CONFORM TO AND CONTRACT IN
STRICT COMPLIANCE WITH APPLICABLE USURY LAW FROM TIME TO TIME IN EFFECT.  TO THE EXTENT ANY RENT OR PAYMENTS HEREUNDER
ARE HEREINAFTER CHARACTERIZED BY ANY COURT OF COMPETENT JURISDICTION AS THE
REPAYMENT OF PRINCIPAL AND INTEREST THEREON, THIS SECTION 30.14 SHALL
APPLY.  ANY SUCH RENT OR PAYMENTS SO
CHARACTERIZED AS INTEREST MAY BE REFERRED TO HEREIN AS “INTEREST.”  ALL AGREEMENTS AMONG THE PARTIES HERETO ARE
HEREBY LIMITED BY THE PROVISIONS OF THIS PARAGRAPH WHICH SHALL OVERRIDE AND
CONTROL ALL SUCH AGREEMENTS, WHETHER NOW EXISTING OR HEREAFTER ARISING AND
WHETHER WRITTEN OR ORAL.  IN NO WAY, NOR
IN ANY EVENT OR CONTINGENCY (INCLUDING WITHOUT LIMITATION PREPAYMENT OR
ACCELERATION OF THE MATURITY OF ANY OBLIGATION), SHALL ANY INTEREST TAKEN,
RESERVED, CONTRACTED FOR, CHARGED, OR RECEIVED UNDER THIS LEASE OR OTHERWISE,
EXCEED THE MAXIMUM NONUSURIOUS AMOUNT PERMISSIBLE UNDER APPLICABLE LAW.  IF, FROM ANY POSSIBLE CONSTRUCTION OF ANY OF
THE OPERATIVE AGREEMENTS OR ANY OTHER DOCUMENT OR AGREEMENT, INTEREST WOULD
OTHERWISE BE PAYABLE IN EXCESS OF THE MAXIMUM NONUSURIOUS AMOUNT, ANY SUCH
CONSTRUCTION SHALL BE SUBJECT TO THE PROVISIONS OF THIS PARAGRAPH AND SUCH
AMOUNTS UNDER SUCH DOCUMENTS OR AGREEMENTS SHALL BE AUTOMATICALLY REDUCED TO
THE MAXIMUM NONUSURIOUS AMOUNT PERMITTED UNDER APPLICABLE LAW, WITHOUT THE
NECESSITY OF EXECUTION OF ANY AMENDMENT OR NEW DOCUMENT OR AGREEMENT.  IF LESSOR SHALL EVER RECEIVE ANYTHING OF
VALUE WHICH IS CHARACTERIZED AS INTEREST WITH RESPECT TO THE OBLIGATIONS OWED
HEREUNDER OR UNDER APPLICABLE LAW AND WHICH WOULD, APART FROM THIS PROVISION,
BE IN EXCESS OF THE MAXIMUM LAWFUL AMOUNT, AN AMOUNT EQUAL TO THE AMOUNT WHICH
WOULD HAVE BEEN EXCESSIVE INTEREST SHALL, WITHOUT PENALTY, BE APPLIED TO THE
REDUCTION OF THE COMPONENT OF PAYMENTS DEEMED TO BE PRINCIPAL AND NOT TO THE
PAYMENT OF INTEREST, OR REFUNDED TO LESSEE OR ANY OTHER PAYOR THEREOF, IF AND
TO THE EXTENT SUCH AMOUNT WHICH WOULD HAVE BEEN EXCESSIVE EXCEEDS THE COMPONENT
OF PAYMENTS DEEMED TO BE PRINCIPAL.  THE
RIGHT TO DEMAND PAYMENT OF ANY AMOUNTS EVIDENCED BY ANY OF THE OPERATIVE
AGREEMENTS DOES NOT INCLUDE THE RIGHT TO RECEIVE ANY INTEREST WHICH HAS NOT
OTHERWISE ACCRUED ON THE DATE OF SUCH DEMAND, AND LESSOR DOES NOT INTEND TO
CHARGE OR RECEIVE ANY UNEARNED INTEREST IN THE EVENT OF SUCH 


 


30

















 


DEMAND.  ALL INTEREST PAID OR AGREED TO BE PAID TO
LESSOR SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE AMORTIZED,
PRORATED, ALLOCATED, AND SPREAD THROUGHOUT THE FULL STATED TERM (INCLUDING
WITHOUT LIMITATION ANY RENEWAL OR EXTENSION) OF THIS LEASE SO THAT THE AMOUNT
OF INTEREST ON ACCOUNT OF SUCH PAYMENTS DOES NOT EXCEED THE MAXIMUM NONUSURIOUS
AMOUNT PERMITTED BY APPLICABLE LAW.


 


30.15                 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]


 


31

















 


IN WITNESS
WHEREOF, the parties have caused this Lease 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,
  as Lessor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Val T. Orton

  	
   

  
	
   

  	
  Name:

  	
  Val T. Orton

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


[signature pages continue]


 


 


32

















 


 


	
   

  	
  SABRE INC.,
  as Lessee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffery Jackson

  	
   

  
	
   

  	
  Name:

  	
  Jeffery Jackson

  	
   

  
	
   

  	
  Title:

  	
  Exec. VP, CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


33

















 


 


	
  Receipt of this original counterpart of the foregoing Lease is hereby
  acknowledged as the date hereof

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BANK OF AMERICA, N.A.,

  as the Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kevin C. Leader

  	
   

  
	
  Name:

  	
  Kevin C. Leader

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  
					



 


 


34

















 


 


EXHIBIT A TO THE LEASE


 


FORM OF LEASE
SUPPLEMENT


 


THIS LEASE
SUPPLEMENT NO.        (this “Lease Supplement”)
dated as of
                         ,
199 
       is between FIRST SECURITY BANK,
NATIONAL ASSOCIATION, a national banking association, not individually, but
solely as the Owner Trustee under the TSG Trust 1999-1, as lessor (the “Lessor”),
and SABRE INC., a Delaware corporation, as lessee (the “Lessee”).


 


WHEREAS,
Lessor is the owner or will be the owner of the Property described on Schedule
1 hereto (the “Leased Property”) and wishes to lease the same to
Lessee;


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


SECTION 1.  Definitions; Rules of Usage.  For purposes of this Lease Supplement,
capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in Appendix A to the Participation Agreement,
dated as of September 14,  1999, among Lessee, Lessor, not
individually, except as expressly stated therein, but solely as the Owner
Trustee under the TSG Trust 1999-1, the various banks and other lending
institutions which are parties thereto from time to time, as the Holders, the
various banks and other lending institutions which are parties thereto from
time to time, as the Lenders, and Bank of America, N.A., as the Agent for the
Lenders and respecting the Security Documents, as the Agent for the Lenders and
Holders, to the extent of their interests, as such may be amended, modified,
extended, supplemented, restated and/or replaced from time to time.


 


SECTION 2.  The Properties.  Attached hereto as Schedule 1 is the
description of the Leased Property, with an Equipment Schedule attached hereto
as Schedule 1-A, an Improvement Schedule attached hereto as Schedule
1-B and a legal description of the Land attached hereto as Schedule 1-C.  Effective upon the execution and delivery of
this Lease Supplement by Lessor and Lessee, the Leased Property shall be
subject to the terms and provisions of the Lease.  Without further action, any and all additional Equipment funded
under the Operative Agreements and any and all additional Improvements made to
the Land shall be deemed to be titled to the Lessor and subject to the terms
and conditions of the Lease and this Lease Supplement.


 


The maturity
date of the obligations secured hereby shall be [                      ]
unless extended to not later than [                     ].


 


For purposes
of provisions of the Lease and this Lease Supplement related to the creation
and enforcement of the Lease and this Lease Supplement as a security agreement
and a fixture filing, Lessee is the debtor and Lessor is the secured
party.  The mailing addresses of the
debtor (Lessee herein) and of the secured party (Lessor herein) from which
information concerning security interests hereunder may be obtained are set
forth on the signature pages hereto.  A
carbon, photographic or other reproduction of the Lease and this Lease
Supplement or of any financing statement related to the Lease and this Lease
Supplement shall be sufficient as a financing statement for any of the purposes
referenced herein.


 


SECTION 3.  Use of Property.  At all times during the Term with respect to
each Property, Lessee will comply with all obligations under and (to the extent
no Event of Default exists and provided, that such exercise will not
materially impair the value of such Property) shall be permitted to exercise
all rights and remedies under all operation and easement agreements and related
or similar agreements applicable to such Property.


 


SECTION 4.  Ratification; Incorporation by Reference.  Except as specifically modified hereby, the
terms and provisions of the Lease and the Operative Agreements are hereby
ratified and confirmed and remain in full force and effect.  The Lease is hereby incorporated herein by
reference as though restated herein in its entirety.


 


A-1

















 


SECTION 5.  Original Lease Supplement.  The single executed original of this Lease
Supplement marked “THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART” on
the signature page thereof and containing the receipt of the Agent therefor on
or following the signature page thereof shall be the original executed
counterpart of this Lease Supplement (the “Original Executed Counterpart”).  To the extent that this Lease Supplement
constitutes chattel paper, as such term is defined in the Uniform Commercial
Code as in effect in any applicable jurisdiction, no security interest in this
Lease Supplement may be created through the transfer or possession of any
counterpart other than the Original Executed Counterpart.


 


SECTION 6.  GOVERNING LAW.  THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY
AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE
OF TEXAS.


 


SECTION 7.  Mortgage; Power of Sale.  Without limiting any other remedies set
forth in the Lease, in the event that a court of competent jurisdiction rules
that the Lease constitutes a mortgage, deed of trust or other secured
financing, then Lessor and Lessee agree that Lessee shall be deemed to have
granted a Lien against the Leased Property WITH POWER OF SALE to Mr. Val
T. Orton, as trustee for the benefit of Lessor, and that, in such event upon
the occurrence of any Lease Event of Default, Lessor shall have the power and
authority, to the extent provided by law, after prior notice and lapse of such
time as may be required by law, to foreclose its interest (or cause such
interest to be foreclosed) in all or any part of the Leased Property.


 


SECTION 8.  Counterpart Execution.  This Lease Supplement may be executed in any
number of counterparts and by each of the parties hereto in separate
counterparts, all such counterparts together constituting but one (1) and the
same instrument.  To the extent, if any,
that this Lease Supplement constitutes chattel paper (as such term is defined
in the Uniform Commercial Code as in effect in any applicable jurisdiction), no
security interest in this Lease Supplement may be created through the transfer
or possession of any counterpart other than the original counterpart containing
the receipt therefor executed by the Agent on the signature page hereof.


 


For purposes
of the provisions of this Lease Supplement concerning this Lease Supplement
constituting a security agreement and fixture filing, the addresses of the
debtor (Lessee herein) and the secured party (Lessor herein), from whom
information may be obtained about this Lease Supplement, are as set forth on
the signature pages hereto.


 


 


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


 


A-2

















 


IN WITNESS
WHEREOF, each of the parties hereto has caused this Lease Supplement to be duly
executed by an officer thereunto duly authorized as of the date and year first
above written.


 


	
   

  	
  FIRST SECURITY BANK, NATIONAL ASSOCIATION, 

  not individually, but solely as the Owner Trustee under the TSG Trust 1999-1,
  as Lessor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  First Security Bank, National Association

  79 South Main Street, Third Floor

  Salt Lake City, Utah 84111

  	
   

  
	
   

  	
  Attn:

  	
  Val T. Orton, Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE INC.,

  as Lessee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4255 Amon Carter Blvd.

  MD 4224

  Fort Worth, Texas  76155

  	
   

  
	
   

  	
  Attn:

  	
  Patricia A. Jones, Corporate Finance Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  Receipt of this original counterpart of the foregoing Lease
  Supplement is hereby acknowledged as the date hereof.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A., 

  as the Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bank of America, N.A.

  Mail Code:  CA5-705-41-89

  Diversified Industries #9994

  555 California Street, 41st Floor

  San Francisco, CA  94104

  Attention:  Kevin Leader

  	
   

  	
   

  
															



 


A-3

















 


STATE OF
                                                              )


                                                                                                                                                                                                                                              )                                              ss:


COUNTY OF
                              
                          )


 


The foregoing
Lease Supplement was acknowledged before me, the undersigned Notary Public, in
the County of
                                     
this           day of
                               ,
by
                               ,
as
                               
of First Security Bank, National Association, a national banking association,
not individually, but solely as the Owner Trustee under the TSG Trust 1999-1,
on behalf of the Owner Trustee.


 


	
  [Notarial Seal]

  	
   

  	
   

  	
   

  	
                                                        

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  	
   

  	
   

  
	
  My commission expires:

  	
                                 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


STATE OF
                                                              )


                                                                                                                                                                                                                                              )                                              ss:


COUNTY OF
                              
                          )


 


The foregoing
Lease Supplement was acknowledged before me, the undersigned Notary Public, in
the County of
                                     
this           day of
                               ,
by
                               ,
as                                  of Sabre Inc., a Delaware corporation, on
behalf of the corporation.


 


	
  [Notarial Seal]

  	
   

  	
   

  	
   

  	
                                                              

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  	
   

  	
   

  
	
  My commission expires:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


STATE OF
                                                              )


                                                                                                                                                                                                                                                )                                            ss:


COUNTY OF
                              
                          )


 


The foregoing
Lease Supplement was acknowledged before me, the undersigned Notary Public, in
the County of
                                     
this           day of
                               ,
by
                               ,
as
                                 of Bank of America, N.A., a national banking
association, as the Agent.


 


	
  [Notarial Seal]

  	
   

  	
   

  	
   

  	
                                                              

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  	
   

  	
   

  
	
  My commission expires:

  	
                                

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


A-4

















 


SCHEDULE 1


TO LEASE SUPPLEMENT NO.       


 


(Description of the Leased Property)


 


A-5

















 


SCHEDULE 1-A


TO LEASE SUPPLEMENT NO.
      


 


(Equipment)


 


A-6

















 


SCHEDULE 1-B


TO LEASE SUPPLEMENT NO.
      


 


(Improvements)


 


A-7

















 


SCHEDULE 1-C


TO LEASE SUPPLEMENT NO.
      


 


(Land)


 


A-8

















 


EXHIBIT B TO THE LEASE


 


[MODIFY OR SUBSTITUTE
SHORT FORM LEASE AS


NECESSARY FOR LOCAL
LAW REQUIREMENTS]


 


Recordation requested by:


 


Moore & Van Allen, PLLC


 


 


 


	
  After recordation return to:

  	
   

  
	
   

  	
   

  
	
  Moore & Van Allen, PLLC (WMA)

  100 North Tryon Street, Floor 47

  Charlotte, NC  28202-4003

  	
   

  
	
   

  	
  Space above this line 

  for Recorder’s use

  
	
   

  



 


MEMORANDUM OF LEASE AGREEMENT


AND


LEASE SUPPLEMENT NO.       


 


THIS
MEMORANDUM OF LEASE AGREEMENT AND LEASE SUPPLEMENT
NO.        (“Memorandum”), dated as
of
                          ,
199      , is by and between FIRST SECURITY BANK,
NATIONAL ASSOCIATION, a national banking association, not individually, but
solely as the Owner Trustee under the TSG Trust 1999-1, with an office at 79
South Main Street, Salt Lake City, Utah 84111 (hereinafter referred to as “Lessor”)
and SABRE INC., a Delaware corporation, with an office at 4255 Amon Carter
Blvd., Fort Worth, Texas  76155
(hereinafter referred to as “Lessee”).


 


WITNESSETH:


 


That for value
received, Lessor and Lessee do hereby covenant, promise and agree as follows:


 


1.                                       Demised
Premises and Date of Lease. 
Lessor has leased to Lessee, and Lessee has leased from Lessor, for the
Term (as hereinafter defined), certain real property and other property located
in                               ,
which is described in the attached Schedule 1 (the “Property”),
pursuant to the terms of a Lease Agreement between Lessor and Lessee dated as
of September 14,  1999 (as such may be amended, modified, extended,
supplemented, restated and/or replaced from time to time, “Lease”) and a
Lease Supplement No.          
between Lessor and Lessee dated as of
                           
(the “Lease Supplement”).


 


The Lease and
the Lease Supplement shall constitute a mortgage, deed of trust and security
agreement and financing statement under the laws of the state in which the
Property is situated.  The Expiration
Date of the obligations secured thereby shall be
                        ,
unless extended to not later than
                       .


 


For purposes
of provisions of the Lease and the Lease Supplement related to the creation and
enforcement of the Lease and the Lease Supplement as a security agreement and a
fixture filing, Lessee is the debtor and Lessor is the secured party.  The mailing addresses of the debtor (Lessee
herein) and of the secured party (Lessor herein) from which information
concerning security interests hereunder may be obtained are as set forth on the
signature pages hereof.  A carbon,
photographic or other reproduction of this Memorandum or of any financing
statement related to


 


B-1

















 


the Lease and the Lease
Supplement shall be sufficient as a financing statement for any of the purposes
referenced herein.


 


2.                                       Term,
Renewal, Extension and Purchase Option.  The term of the Lease for the Property (“Term”)
commenced as of
                        ,
19      and shall end as of
                  ,
19     , unless the Term is extended or earlier
terminated in accordance with the provisions of the Lease.  The Lease contains provisions for renewal
and extension.  The tenant has a
purchase option under the Lease.


 


3.                                       Tax Payer
Numbers.


 


Lessor’s tax payer number: 
                                         .


 


Lessee’s tax payer number: 
                                         .


 


4.                                       Mortgage;
Power of Sale.  Without
limiting any other remedies set forth in the Lease, in the event that a court
of competent jurisdiction rules that the Lease constitutes a mortgage, deed of
trust or other secured financing, then Lessor and Lessee agree that Lessee
shall be deemed to have granted, pursuant to the terms of the Lease and the
Lease Supplement, a Lien against the Property WITH POWER OF SALE to Mr. Val T.
Orton, as trustee for the benefit of Lessor, and that, upon the occurrence and
during the continuance of any Lease Event of Default, Lessor shall have the
power and authority, to the extent provided by law, after prior notice and
lapse of such time as may be required by law, to foreclose its interest (or
cause such interest to be foreclosed) in all or any part of the Property in
accordance with Section 51.002 of the Texas Property Code or, if applicable,
any successor statute, as such statutes may be amended from time to time.


 


5.                                       Effect of
Memorandum.  The purpose
of this instrument is to give notice of the Lease and the Lease Supplement and
their respective terms, covenants and conditions to the same extent as if the
Lease and the Lease Supplement were fully set forth herein.  This Memorandum shall not modify in any
manner the terms, conditions or intent of the Lease or the Lease Supplement and
the parties agree that this Memorandum is not intended nor shall it be used to
interpret the Lease or the Lease Supplement or determine the intent of the
parties under the Lease or the Lease Supplement.


 


 


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


 


B-2

















 


IN WITNESS
WHEREOF, the parties hereto have duly executed this instrument as of the day
and year first written.


 


	
   

  	
  LESSOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  First Security Bank, National Association

  79 South Main Street, Third Floor

  Salt Lake City, Utah 84111

  	
   

  
	
   

  	
  Attn: 

  	
  Val T. Orton 

  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LESSEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4255 Amon Carter Blvd.

  MD 4224

  Fort Worth, Texas  76155

  	
   

  
	
   

  	
  Attn:

  	
  Patricia A. Jones, Corporate Finance Manager

  	
   

  
									



 


B-3

















 


SCHEDULE 1


 


(Description of Property)


 


B-4

















 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss:

  
	
  COUNTY OF

  	
  )

  	
   

  



 


The foregoing
Memorandum of Lease Agreement and Lease Supplement No.
          was acknowledged before
me, the undersigned Notary Public, in the County of
                           
this            day of
                                ,
by
                                          ,
as                                     
of First Security Bank, National Association, a national banking association,
not individually, but solely as the Owner Trustee under the TSG Trust 1999-1,
on behalf of the Owner Trustee.


 


	
  [Notarial Seal]

  	
   

  	
   

  	
   

  	
                                                        

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  	
   

  	
   

  
	
  My commission expires:

  	
                                  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss:

  
	
  COUNTY OF

  	
  )

  	
   

  



 


The foregoing
Memorandum of Lease Agreement and Lease Supplement No.
          was acknowledged before
me, the undersigned Notary Public, in the County of
                           
this            day of
                                ,
by                                           ,
as                                     
of Sabre Inc., a Delaware corporation, on behalf of the corporation.


 


	
  [Notarial Seal]

  	
   

  	
   

  	
   

  	
                                                        

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  	
   

  	
   

  
	
  My commission expires:

  	
                                      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


B-5