Exhibit 10.12(f)


 




 





 


TRUST
AGREEMENT


 


 


dated as of
September 14,  1999


 


 


between


 


The Several
Holders


from Time to
Time Parties Hereto,


as the Holders


 


and


 


FIRST SECURITY
BANK, NATIONAL ASSOCIATION,


as the Owner
Trustee


 




 





 


TSG TRUST
1999-1


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE I 
  DEFINITIONS

  
	
   

  	
  SECTION 1.1 Definitions.

  
	
   

  	
  SECTION 1.2 Interpretation.

  
	
  ARTICLE II 
  AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS; DECLARATION OF
  TRUST BY TRUST COMPANY

  
	
   

  	
  SECTION 2.1 Authority To Execute and
  Perform Various Documents.

  
	
   

  	
  SECTION 2.2 Declaration of Trust by Trust
  Company.

  
	
  ARTICLE III  CONTRIBUTIONS AND PAYMENTS

  
	
   

  	
  SECTION 3.1 Procedure for Holder Advances;
  Certificates.

  
	
   

  	
  SECTION 3.2 Holder Yield.

  
	
   

  	
  SECTION 3.3 Scheduled Return of Holder
  Advances.

  
	
   

  	
  SECTION 3.4 Early Return of Advances.

  
	
   

  	
  SECTION 3.5 Payments from Trust Estate
  Only.

  
	
   

  	
  SECTION 3.6 Method of Payment.

  
	
   

  	
  SECTION 3.7 Computation of Yield.

  
	
   

  	
  SECTION 3.8 Conversion and Continuation
  Options.

  
	
   

  	
  SECTION 3.9 Notice of Amounts Payable.

  
	
  ARTICLE IV 
  COLLECTIONS AND DISTRIBUTIONS

  
	
   

  	
  SECTION 4.1 Collections and Remittances by
  the Owner Trustee.

  
	
   

  	
  SECTION 4.2 Priority of Distributions.

  
	
   

  	
  SECTION 4.3 Excepted Payments.

  
	
   

  	
  SECTION 4.4 Distributions after Default.

  
	
  ARTICLE V 
  DUTIES OF THE OWNER TRUSTEE

  
	
   

  	
  SECTION 5.1 Notice of Certain Events.

  
	
   

  	
  SECTION 5.2 Action Upon Instructions.

  
	
   

  	
  SECTION 5.3 Indemnification.

  
	
   

  	
  SECTION 5.4 No Duties Except as Specified
  In Trust Agreement or Instructions.

  
	
   

  	
  SECTION 5.5 No Action Except Under
  Specified Documents or Instructions.

  
	
   

  	
  SECTION 5.6 Absence of Duties.

  
	
  ARTICLE VI 
  THE OWNER TRUSTEE

  
	
   

  	
  SECTION 6.1 Acceptance of Trust and Duties.

  
	
   

  	
  SECTION 6.2 Furnishing of Documents.

  
	
   

  	
  SECTION 6.3 No Representations or
  Warranties as to the Properties or Operative Agreements.

  
	
   

  	
  SECTION 6.4 No Segregation of Moneys; No
  Interest.

  
	
   

  	
  SECTION 6.5 Reliance; Advice of Counsel.

  
	
   

  	
  SECTION 6.6 Liability With Respect to
  Documents.

  
	
   

  	
  SECTION 6.7 Not Acting In Individual
  Capacity.

  
	
   

  	
  SECTION 6.8 Books and Records; Tax Returns.

  
	
  ARTICLE VII  INDEMNIFICATION OF THE OWNER TRUSTEE

  
	
   

  	
  SECTION 7.1 Indemnification Generally.

  
	
   

  	
  SECTION 7.2 Compensation and Expenses.

  
	
  ARTICLE VIII  TERMINATION OF TRUST AGREEMENT

  
	
   

  	
  SECTION 8.1 Termination of Trust Agreement.

  
	
   

  	
  SECTION 8.2 Termination at Option of the
  Holders.

  
	
   

  	
  SECTION 8.3 Termination at Option of the
  Owner Trustee.

  
	
   

  	
  SECTION 8.4 Actions by the Owner Trustee
  Upon Termination.

  
	
  ARTICLE IX 
  SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES AND SEPARATE OWNER
  TRUSTEES

  
	
   

  	
  SECTION 9.1 Resignation of the Owner
  Trustee; Appointment of Successor.

  
	
   

  	
  SECTION 9.2 Co-Trustees and Separate
  Trustees.

  
	
   

  	
  SECTION 9.3 Notice.

  
	
  ARTICLE X 
  AMENDMENTS

  



 


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  SECTION 10.1 Amendments.

  
	
   

  	
  SECTION 10.2 Limitation on Amendments.

  
	
  ARTICLE XI 
  MISCELLANEOUS

  
	
   

  	
  SECTION 11.1 No Legal Title to Trust Estate
  in the Holders.

  
	
   

  	
  SECTION 11.2 Sale of a Property by the
  Owner Trustee is Binding.

  
	
   

  	
  SECTION 11.3 Limitations on Rights of
  Others.

  
	
   

  	
  SECTION 11.4 Notices.

  
	
   

  	
  SECTION 11.5 Severability.

  
	
   

  	
  SECTION 11.6 Limitation on the Holders’
  Liability.

  
	
   

  	
  SECTION 11.7 Separate Counterparts.

  
	
   

  	
  SECTION 11.8 Successors and Assigns.

  
	
   

  	
  SECTION 11.9 Headings.

  
	
   

  	
  SECTION 11.10 Governing Law.

  
	
   

  	
  SECTION 11.11 Performance by the Holders.

  
	
   

  	
  SECTION 11.12 Conflict with Operative
  Agreements.

  
	
   

  	
  SECTION 11.13 No Implied Waiver.

  
	
   

  	
  SECTION 11.14 SUBMISSION TO JURISDICTION;
  VENUE.

  



 


	
  Schedule I - Holder Commitments

  
	
   

  
	
  EXHIBIT A - Form of Holder Certificate

  
	
  EXHIBIT B - Form of Assignment and
  Acceptance

  



 


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TRUST AGREEMENT


 


THIS TRUST AGREEMENT, dated as of September
14,  1999
(as amended, modified, extended, supplemented, restated and/or replaced from
time to time, this “Trust Agreement”), is among the several banks and
other financial institutions from time to time parties to this Trust Agreement
(individually, each of the foregoing may be referred to as a “Holder,”
and collectively, the foregoing together with such other persons and entities that
become holders hereunder, the “Holders”), and FIRST SECURITY BANK,
NATIONAL ASSOCIATION, in its individual capacity (“Trust Company”), and
in its capacity as owner trustee hereunder, together with its successors and
assigns (the “Owner Trustee”).


 


WHEREAS, in order to provide a portion of the
funds for carrying out the other transactions contemplated by the Operative
Agreements, each Holder will make its respective Holder Advances pursuant to
this Trust Agreement and the Participation Agreement;


 


WHEREAS, the Holders desire to provide for
the Trust to exist for the purpose of (a) developing, acquiring,
installing, constructing and testing various Properties and leasing such
Properties to Lessee and (b) carrying out certain transactions contemplated by
the Operative Agreements; and


 


WHEREAS, Trust Company is willing to act as
trustee hereunder and to accept the trust created hereby (the “Trust”).


 


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


 


ARTICLE I



DEFINITIONS


 


SECTION 1.1                     Definitions.


 


For purposes of this Trust Agreement
(including without limitation the “WHEREAS” clauses set forth above),
capitalized terms used in this Trust Agreement 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 Sabre Inc., as Lessee and Construction Agent, the Owner
Trustee, 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 Trust Agreement to articles, sections, paragraphs, clauses, appendices,
schedules and exhibits are to the same contained in this Trust Agreement.


 


SECTION 1.2                     Interpretation.


 


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


 

















 


ARTICLE II



AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;

DECLARATION OF TRUST BY TRUST COMPANY


 


SECTION 2.1                     Authority To Execute and Perform
Various Documents.


 


Each Holder hereby authorizes and directs the
Owner Trustee (a) to execute and deliver, as trustee for and on behalf of each
such Holder, each Operative Agreement to which the Owner Trustee is a party and
any other agreements, instruments, certificates or documents related to the
transactions contem­plated hereby to which the Owner Trustee is a party, (b) to
take whatever action shall be required to be taken by the Owner Trustee by the
terms of, and exercise its rights and perform its duties under, each of the
documents, agreements, instruments and certificates referred to in clause (a)
above as set forth in such documents, agreements and certificates, and (c)
subject to the terms of this Trust Agreement, to take such other action in
connection with the foregoing as the Holders may from time to time direct.


 


SECTION 2.2                     Declaration
of Trust by Trust Company.


 


(a)                                  Trust
Company hereby declares that it will hold all estate, right, title and interest
of the Owner Trustee in, to and under each Property, each Holder Advance, the
Operative Agreements, any other property contributed by any Holder and any and
all other property or assets from time to time of the Trust, including without
limitation all amounts of Rent, insurance proceeds and condemnation awards, indemnity
or other payments of any kind (collectively, the “Trust Estate”) as the
Owner Trustee upon the trusts set forth herein and for the use and benefit of
each Holder, subject, however, to the provisions of the Participation
Agreement, the Credit Agreement and the Security Documents.  The name of the Trust shall be “TSG Trust
1999-1”.


 


(b)                                 The
purpose of the Trust is to hold title to the Trust Estate for the benefit of
the Holders and to engage in activities ancillary and incidental thereto as the
Holders shall determine to be desirable. 
Except in connection with the foregoing, the Owner Trustee shall not (i)
engage in any business activity, (ii) have any property, rights or interest,
whether real or personal, tangible or intangible, (iii) incur any legal
liability or obligation, whether fixed or contingent, matured or unmatured,
other than in the normal course of the administration of the Trust or (iv)
subject any of its property or assets to any mortgage, Lien, security interest
or other claim or encumbrance, other than in favor of the Lenders or the
Holders pursuant to the provisions of the Operative Agreements and this Trust
Agreement.  THIS TRUST IS NOT A BUSINESS
TRUST.  THE SOLE PURPOSE OF THE TRUST IS
TO ACQUIRE AND HOLD TITLE TO THE TRUST ESTATE, SUBJECT TO THE RIGHTS OF THE
LENDERS, FOR THE BENEFIT OF THE HOLDERS. 
THE OWNER TRUSTEE MAY NOT TRANSACT BUSINESS OF ANY KIND WITH RESPECT TO
ANY PROPERTY COMPRISING THE TRUST ESTATE NOR SHALL THIS AGREEMENT BE DEEMED TO
BE, OR CREATE OR EVIDENCE THE EXISTENCE OF A CORPORATION DE FACTO OR DE JURE,
OR A MASSACHUSETTS TRUST, OR ANY OTHER TYPE OF BUSINESS TRUST, ASSOCIATION OR
JOINT VENTURE BETWEEN THE OWNER TRUSTEE, THE HOLDERS, THE AGENT AND THE
LENDERS.


 


ARTICLE III



CONTRIBUTIONS AND PAYMENTS


 


SECTION 3.1                     Procedure for
Holder Advances; Certificates.


 


(a)                                  Upon
receipt from Lessee by the Agent of a Requisition, and subject to the terms and
conditions of the Participation Agreement, the Agent shall request from each
Holder its pro rata share of any Advance and each Holder shall make its pro
rata share of any Advance under the Holder Commitment of such Holder, as set
forth on Schedule 1 hereto, on each date Advances are made pursuant to
Section 5 of


 


2

















 


the Participation Agreement.  The Agent may request an Advance under the
Holder Commitments during the Commitment Period on any date that an Advance may
be requested pursuant to the terms of Section 5.2 of the Participation
Agreement, provided, that the Agent shall give each Holder irrevocable
notice (which notice must be received by such Holder no less than three (3)
Business Days prior to the requested date of the Holder Advance) specifying (i)
the amount to be advanced (which on any date shall not be in excess of the then
Available Holder Commitment), (ii) the requested date of advance,
(iii) whether the Holder Advance is to be a Eurodollar Holder Advance or
an ABR Holder Advance or a combination thereof, (iv) if the Holder Advance
is to be a combination of Eurodollar Holder Advances and ABR Holder Advances,
the respective amounts of each type of Holder Advance and (v) the Interest
Period applicable to any Eurodollar Holder Advances.  Pursuant to the terms of the Participation Agreement, the Agent
shall be deemed to have delivered such notice upon the delivery of a notice by
the Construction Agent or Lessee containing such required information.


 


(b)                                 Upon
receipt of any such notice delivered pursuant to Section 3.1(a), each Holder
shall make the amount of its Advance available to the Agent for the account of
the Owner Trustee at the office of the Agent referred to in Section 12.2 of the
Participation Agreement (or at such other address as may be identified by the
Agent from time to time) prior to 11:00 a.m., Dallas, Texas time on the date
requested by Lessee in funds immediately available to the Owner Trustee.


 


(c)                                  Holder
Yield accruing on each Holder Advance during the Construction Period with
respect to any property shall, subject to the limitations set forth in Section
5.1(b) of the Participation Agreement, be added to the amount of the Holder
Advance on the relevant Scheduled Interest Payment Date.  On such Scheduled Interest Payment Date, the
Holder Property Cost and Holder Construction Property Cost shall be increased
by the amount of Holder Yield added to the Holder Advance.


 


(d)                                 The
Holder Advances made by each Holder to the Trust Estate shall be evidenced by a
Certificate of the Owner Trustee, substantially in the form of Exhibit A
hereto, issued in the name of the Holder and in an amount equal to the Holder
Commitment of such Holder.  Each
Certificate shall (i) be dated on or about the Initial Closing Date, (ii) be
stated to mature on the Expiration Date  and (iii) bear a yield on the unpaid
Holder Amount thereof from time to time outstanding at the Holder Yield.


 


(e)                                  To
the extent that the Owner Trustee, in its capacity as Borrower under the Credit
Agreement, shall have elected to terminate or reduce the amount of the
Commitments pursuant to Section 2.5(a) of the Credit Agreement, a pro rata
election shall be deemed to have been made with respect to the Holder
Commitment.  The Holder Commitments
respecting any particular Property shall automatically be reduced to zero Dollars
($0) upon the occurrence of the Rent Commencement Date respecting such
Property.  On any date on which the
Commitments shall be reduced to zero Dollars ($0) as a result of a Credit
Agreement Event of Default, the Holder Commitments shall automatically be
reduced to zero Dollars ($0) and the Owner Trustee shall pay the Certificates
in full for the outstanding Holder Amount, together with accrued but unpaid
Holder Yield thereon and all other amounts owing under the Certificates.


 


SECTION 3.2                     Holder Yield.


 


(a)                                  Holder
Advances shall bear yield payable by the Owner Trustee and calculated at the
rate of Holder Yield applicable from time to time.  The Owner Trustee shall pay to each Holder, from the Trust
Estate, its pro rata portion of Holder Yield on Holder Advances made
hereunder.  Payment of Holder Yield to
each Holder shall be made in arrears on each Scheduled Interest Payment Date
occurring after the Rent Commencement Date or as otherwise provided herein or
in Section 2.6 of the Credit Agreement or Section 8.7 of the Participation
Agreement.


 


(b)                                 If
(i) all or a portion of Holder Yield shall not be received by the Holders when
due (whether at the stated maturity, by acceleration or otherwise), subject to
any grace periods therefor or (ii) (A) a replacement Construction Agent is
hired in accordance with the provisions of the Agency Agreement, (B) Completion
of all Properties has not occurred on prior to the Construction Period
Termination Date or (C) the cost of any Property exceeds the original
Construction Budget therefor (or the applicable


 


3

















 


Construction Budget modified in accordance
with the Operative Agreements) in each case as previously delivered to the
Agent, such overdue amount (in the case of Section 3.2(b)(i)) or all Holder
Advances, Holder Yield and all other amounts payable hereunder (in the case of
Section 3.2(b)(ii)) shall, without limiting the rights of the Holders hereunder
or under any Operative Agreement, bear interest at the Holder Overdue Rate, in
each case (x) from the date of nonpayment until paid (whether after or before
judgment) (in the case of Section 3.2(b)(i)) or (y) Completion of all
Properties (in the case of Section 3.2(b)(ii)).  All such amounts referenced in this Section 3.2(b) shall be paid
upon demand.


 


SECTION 3.3                     Scheduled
Return of Holder Advances.


 


The outstanding Holder Amount shall be due in
full on the Expiration Date.  On the
Expiration Date, subject to the terms of the Participation Agreement, the Owner
Trustee shall pay to each Holder its portion of the aggregate Holder Amount
then due, together with all accrued but unpaid Holder Yield and all other
amounts due to such Holders from the Owner Trustee hereunder or under the
Operative Agreements.


 


SECTION 3.4                     Early Return
of Advances.


 


(a)                                  Subject
to Sections 11.2(e), 11.3 and 11.4 of the Participation Agreement, the Owner
Trustee may at any time and from time to time prepay the Certificates, in whole
or in part, without premium or penalty, upon at least three (3) Business Days’
irrevocable notice to the Agent, on behalf of the Holders, specifying the date
and amount of prepayment and whether the prepayment is of ABR Holder Advances
or Eurodollar Holder Advances or a combination thereof, and, if a combination
thereof, the amount allocable to each. 
Upon receipt of such notice, the Agent shall promptly notify the Holders
thereof.  If such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein.  Amounts prepaid shall not be
readvanced, except as set forth in Section 5.2(d) of the Participation
Agreement.


 


(b)                                 If
on any date the Agent or the Owner Trustee shall receive any payment in respect
of (i) any Casualty, Condemnation or Environmental Violation pursuant to
Sections 15.1(a) or 15.1(g) or Article XVI of the Lease (excluding any payments
in respect thereof which are payable to Lessee in accordance with the Lease),
or (ii) the Termination Value of any Property or such other applicable amount
in connection with the exercise of a Purchase Option under Article XX of the
Lease or the exercise of the option of the Owner Trustee to transfer the
Properties to the Lessee pursuant to Section 20.3 of the Lease or (iii) any
payment required to be made or elected to be made by the Construction Agent to
the Owner Trustee pursuant to the Agency Agreement, then in each case, the
Holders shall receive proceeds in accordance with Section 8.7(b) of the
Participation Agreement.


 


(c)                                  Each
prepayment of the Certificates pursuant to Section 3.4(a) shall be allocated to
reduce the respective Holder Property Costs of all Properties pro rata
according to the Holder Property Costs of such Properties immediately before
giving effect to such prepayment.  Each
prepayment of the Certificates pursuant to Section 3.4(b) shall be allocated to
reduce the Holder Property Cost of the Property or Properties subject to the
respective Casualty, Condemnation, Environmental Violation, termination,
purchase, transfer or other circumstance giving rise to such prepayment.  Any amounts applied to reduce the Holder
Property Cost of any Construction Period Property pursuant to this paragraph
(c) shall also be applied to reduce the Holder Construction Property Cost of
such Property until such Holder Construction Property Cost has been reduced to
zero Dollars ($0).


 


SECTION 3.5                     Payments from
Trust Estate Only.


 


All payments to be made by the Owner Trustee
under this Trust Agreement (including without limitation any payments pursuant
to Section 11.4 of the Participation Agreement) shall be made only from the
income and proceeds from the Trust Estate and only to the extent that the Owner
Trustee shall have received income or proceeds from the Trust Estate to make
such payments in accordance with the terms hereof, except as specifically
provided in Section 6.1.  Each Holder
agrees that it will look solely to the income and proceeds from the Trust
Estate to the extent available for payment as herein provided and that, except
as specially provided in any Operative Agreement,


 


4

















 


Trust Company shall not be liable to any Holder for any amounts payable
under this Trust Agreement and shall not be subject to any liability under this
Trust Agreement.


 


SECTION 3.6                     Method of
Payment.


 


All amounts payable to a Holder pursuant to
this Trust Agreement shall be paid or caused to be paid by the Owner Trustee
to, or for the account of, such Holder, or its nominee, by transferring such
amount in immediately available funds to a bank institution or banking
institutions with bank wire transfer facilities for the account of such Holder
or as otherwise instructed in writing from time to time by such Holder.


 


SECTION 3.7                     Computation
of Yield.


 


(a)                                  Whenever
it is calculated on the basis of the ABR, Holder Yield shall be calculated on
the basis of a year of three hundred sixty-five (365) days (or three hundred
sixty-six (366) days, as the case may be) for the actual days elapsed; and,
otherwise, Holder Yield shall be calculated on the basis of a year of three
hundred sixty (360) days for the actual days elapsed.  Any change in the Holder Yield resulting from a change in the ABR
shall become effective as of the opening of business on the day on which such
change in the ABR becomes effective.


 


(b)                                 Pursuant
to Section 12.12 of the Participation Agreement, the calculation of Holder
Yield under this Section 3.7 shall be made by the Agent.  Each determination of an interest rate by
the Agent shall be conclusive and binding on the Owner Trustee and the Holders
in the absence of manifest error.


 


(c)                                  If
the Eurodollar Rate cannot be determined by the Agent in the manner specified
in the definition of the term “Eurodollar Rate”, the Owner Trustee shall
give or cause to be given telecopy or telephonic notice thereof to the Holders
as soon as practicable after receipt of same from the Agent.  Commencing on the Scheduled Interest Payment
Date next occurring after the delivery of such notice and continuing until such
time as the Eurodollar Rate can be determined by the Agent in the manner
specified in the definition of such term, all outstanding Holder Advances shall
bear a yield at the ABR. Until such time as the Eurodollar Rate can be
determined by the Agent in the manner specified in the definition of such term,
no further Eurodollar Holder Advances shall be made or shall be continued as
such at the end of the then current Interest Period nor shall the Owner Trustee
have the right to convert ABR Holder Advances to Eurodollar Holder Advances.


 


SECTION 3.8                     Conversion
and Continuation Options.


 


(a)                                  The
Owner Trustee may elect from time to time to convert Eurodollar Holder Advances
to ABR Holder Advances by giving the Agent (on behalf of the Holders) at least
three (3) Business Days’ prior irrevocable notice of such election, provided,
that any such conversion of Eurodollar Holder Advances may only be made on the
last day of an Interest Period with respect thereto, and provided, further,
to the extent an Event of Default has occurred and is continuing on the last
day of any such Interest Period, the applicable Eurodollar Holder Advance shall
automatically be converted to an ABR Holder Advance.  Subject to Section 3.4(a) and 3.7(c), the Owner Trustee may elect
from time to time to convert ABR Holder Advances to Eurodollar Holder Advances
by giving the Agent (on behalf of the Holders) at least three (3) Business
Days’ prior irrevocable notice of such election.  Any such notice of conversion to Eurodollar Holder Advances shall
specify the length of the initial Interest Period or Interest Periods
therefor.  Upon receipt of any such
notice, the Agent (on behalf of the Holders) shall promptly notify each Holder
thereof.  All or any part of outstanding
Eurodollar Holder Advances or ABR Holder Advances may be converted as provided
herein, provided, that (i) no ABR Holder Advance may be converted into a
Eurodollar Holder Advance after the date that is one (1) month prior to the
Expiration Date and (ii) such notice of conversion shall contain an election by
the Owner Trustee of an Interest Period for such Eurodollar Holder Advance to be
created by such conversion and such Interest Period shall be in accordance with
the terms of the definition of the term “Interest Period” including
without limitation subparagraphs (A) through (D) thereof.


 


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(b)                                 Subject
to the restrictions set forth in Sections 3.1, 3.4(a) and 3.7(c) any Eurodollar
Holder Advance may be continued as such upon the expiration of the then current
Interest Period with respect thereto by the Owner Trustee giving irrevocable notice
to the Agent (on behalf of the Holders) in accordance with the notice
provisions for the conversion of ABR Holder Advances to Eurodollar Holder
Advances set forth herein and in the applicable provisions of the definition of
the term “Interest Period” of the length of the next Interest Period to
be applicable to such Eurodollar Holder Advances, provided, that no
Eurodollar Holder Advance may be continued as such after the date that is one
(1) month prior to the Expiration Date, provided, further, no Eurodollar
Holder Advance may be continued as such if an Event of Default has occurred and
is continuing as of the last day of the Interest Period for such Eurodollar
Holder Advance, and provided, further, that if the Owner Trustee
shall fail to give any required notice as described above or otherwise herein,
or if such continuation is not permitted pursuant to the preceding proviso such
Advances shall automatically be converted to ABR Advances on the last day of
such then expiring Interest Period.


 


SECTION 3.9                     Notice of
Amounts Payable.


 


(a)                                  In
the event that any Holder becomes aware that any amounts are or will be owed to
it pursuant to Sections 11.2(e) or 11.3 of the Participation Agreement or that
it is unable to make Holder Advances which bear a yield based on the Eurodollar
Rate plus the Applicable Percentage for Eurodollar Holder Advances, then it
shall promptly notify the Owner Trustee and Lessee thereof and, as soon as
possible thereafter, such Holder shall submit to the Owner Trustee a
certificate indicating the amount owing to it and the calculation thereof.  The amounts set forth in such certificate
shall be prima facie evidence of the obligations of the Owner Trustee
hereunder.


 


(b)                                 In
the event that any Holder delivers a certificate in accordance with Section
3.9(a), or any Holder is required to make Holder Advances with Holder Yields
calculated at the ABR in accordance with Section 11.3(d) of the Participation
Agreement, subject to Section 9.2 of the Participation Agreement, the Owner
Trustee may, at the expense of Lessee and in the discretion of the Owner
Trustee, (i) require such Holder to transfer or assign, in whole or (with such
Holder’s consent) in part, without recourse (in accordance with Section 11.8),
all or (with such Holder’s consent) part of its interests, rights (except for
rights to be indemnified for actions taken while a party hereunder) and
obligations under this Agreement to a replacement bank or institution if the
Owner Trustee (subject to Section 9.2 of the Participation Agreement) and with
the full cooperation of such Holder) can identify a Person who is ready,
willing and able to be such replacement bank or institution with respect
thereto and such replacement bank or institution (which may be another Holder)
shall assume such assigned obligations, or (ii) during such time as no Default
or Event of Default has occurred and is continuing, terminate the Holder
Commitment of such Holder and prepay the outstanding Holder Advances of such
Holder, provided, however, that (x) subject to Section 9.2 of the
Participation Agreement, the Owner Trustee or such replacement bank or
institution, as the case may be, shall have paid to such Holder in immediately
available funds the amount of the Holder Advances and Holder Yield accrued to
the date of such payment on the Holder Advances made by it hereunder (and, if
such Holder is also a Lender, the principal and interest on all Loans accrued
and unpaid thereon) and (y) such assignment or termination of the Holder
Commitment of the Holder and prepayment of the Holder Advances do not conflict
with any law, rule or regulation or order of any court or Governmental
Authority.


 


ARTICLE IV



COLLECTIONS AND DISTRIBUTIONS


 


SECTION 4.1                     Collections
and Remittances by the Owner Trustee.


 


The Owner Trustee agrees that, subject to the
provisions of this Trust Agreement and the Operative Agreements, it will during
the term of this Trust administer the Trust Estate and, at the direction of the
Holders, take steps to collect all Rent and other sums payable to the Owner
Trustee by Lessee under the Lease.  The
Owner


 


6

















 


Trustee agrees to distribute, or cause to be distributed, all proceeds
received from the Trust Estate in accordance with Article III and Sections 4.2
and 4.3.  The Owner Trustee shall make,
or cause to be made, such distribution promptly upon receipt of such proceeds (provided,
such proceeds are available for distribution) by the Agent (on behalf of the
Owner Trustee), it being understood and agreed that the Owner Trustee shall not
be obligated to make, or to cause to be made, such distribution until the funds
for such distribution have been received by the Agent (on behalf of the Owner
Trustee) in cash or its equivalent reasonably acceptable to the Owner Trustee.


 


SECTION 4.2                     Priority of
Distributions.


 


Subject to the terms and requirements of the
Operative Agreements, all payments and amounts received by Trust Company as the
Owner Trustee or on its behalf shall be distributed to the Agent for allocation
by the Agent in accordance with the terms of Section 8.7 of the Participation
Agreement or, if such payments or amounts are received by the Owner Trustee
from the Agent, then they shall be distributed forthwith upon receipt in the
following order of priority: first, in accordance with the Holder Yield
protection provisions set forth in Section 11.3 of the Participation Agreement;
and, second, the balance, if any, of such payment or amount remaining
thereafter shall be distributed to the Holders pro rata (based on the ratio of
the individual Holder’s Holder Commitment to the aggregate of all the Holders’
Holder Commitments).


 


SECTION 4.3                     Excepted
Payments.


 


Anything in this Article IV or elsewhere in
this Trust Agreement to the contrary notwith­standing, any Excepted Payment
received at any time by the Owner Trustee shall be distributed promptly to the
Person entitled to receive such Excepted Payment.


 


SECTION
4.4                     Distributions
after Default.


 


Subject to the terms of Section 5.1, the
proceeds received by the Owner Trustee from the exercise of any remedy under
the Lease shall be distributed pursuant to Section 4.2 above.  This Trust shall cease and terminate in
accordance with the terms set forth in Section 8.1 and upon the final
disposition by the Owner Trustee of all of the Trust Estate pursuant to this
Section 4.4.


 


ARTICLE V



DUTIES OF THE OWNER TRUSTEE


 


SECTION 5.1                     Notice of
Certain Events.


 


In the event the Owner Trustee shall have
knowledge of any Default or Event of Default, the Owner Trustee shall give written
notice thereof within five (5) Business Days to each Holder, Lessee and the
Agent unless such Default or Event of Default no longer exists before the
giving of such notice.  Subject to the
provisions of Section 5.3 of this Trust Agreement and Sections 8.5 and 9.2 of
the Participation Agreement, the Owner Trustee shall take or refrain from
taking such action as the Agent shall direct until such time as the Loans are
paid in full (and as more specifically provided in Sections 8.2(i), 8.5 and 8.6
of the Participation Agreement) and thereafter as the Majority Holders shall
direct, in each case by written instructions to the Owner Trustee.  If the Owner Trustee shall have given the
Agent and the Holders (and respecting Sections 8.5 and 9.2 of the Participation
Agreement, the Lessee) notice of any event and shall not have received written
instructions as above provided within thirty (30) days after mailing notice of
such event to the Agent and the Holders (and respecting Sections 8.5 and 9.2 of
the Participation Agreement, the Lessee), the Owner Trustee may, but shall be
under no duty to, and shall have no liability for its failure or refusal to,
take or refrain from taking any action with respect thereto, not inconsistent
with the provisions of the Operative Agreements, as the Owner Trustee shall
deem advisable and in the best interests of the Holders.  For all purposes of this Trust Agreement, in
the absence of actual knowledge of a Responsible Officer in the Corporate Trust
Department of Trust Company, the Owner Trustee shall be deemed not to have
knowledge of any Default or Event of Default unless a Responsible Officer of
the Corporate Trust Department of Trust Company receives notice thereof given
by or on behalf of a Holder, Lessee or the Agent.


 


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SECTION 5.2                     Action Upon
Instructions.


 


Subject to the provisions of Sections 5.1 and
5.3, upon the written instructions of the Agent or the Majority Holders (as
applicable), the Owner Trustee will take or refrain from taking such action or
actions as may be specified in such instructions.


 


SECTION 5.3                     Indemnification.


 


The Owner Trustee shall not be required to
take or refrain from taking any action under this Trust Agreement or any other
Operative Agreement (other than the actions specified in the first sentence of
Section 5.1 and in the last sentence of Section 5.4) unless Trust Company shall
have been indemnified by Lessee or, at their election, by the Holders and, if
applicable, the Lenders against any liability, fee, cost or expense (including
without limitation reasonable attorneys’ fees and expenses) that may be
incurred or charged in connection therewith, other than such as may result from
the willful misconduct or gross negligence of the Owner Trustee.  The Owner Trustee shall not be required to
take any action under any Operative Agreement if the Owner Trustee shall
reasonably determine, or shall have been advised by counsel, that such action
is likely to result in personal liability for which the Owner Trustee has not
been and will not be adequately indemnified or is contrary to the terms hereof
or of any Operative Agreement to which the Owner Trustee is a party or is
otherwise contrary to law.  The Owner
Trustee shall be under no liability with respect to any action taken or omitted
to be taken by the Owner Trustee in accordance with instructions of the Agent
or the Majority Holders pursuant to Section 5.2.


 


SECTION 5.4                     No Duties
Except as Specified In Trust Agreement or Instructions.


 


The Owner Trustee shall not have any duty or
obligation to manage, control, use, make any payment in respect of, register,
record, insure, inspect, sell, dispose of or otherwise deal with any Property
or any other part of the Trust Estate, or to otherwise take or refrain from taking
any action under or in connection with any Operative Agreement to which the
Owner Trustee is a party, except as expressly provided by the terms of this
Trust Agreement or any other Operative Agreement or in written instructions
from the Agent and/or the Majority Holders, as applicable, received pursuant to
Sections 5.1, 5.2 or 8.4 of this Trust Agreement or Sections 8.2(i), 8.5 or 8.6
of the Participation Agreement or from the Lessee pursuant to Sections 8.5 or
9.2 of the Participation Agreement (subject to consent of the Majority Secured
Parties as required by the Operative Agreements, including without limitation,
consent pursuant to Section 10.1 of the Participation Agreement and Sections
2.1 and 2.3 of the Agency Agreement); and no implied duties or obligations
shall be read into this Trust Agreement against the Owner Trustee.  The Owner Trustee shall have no duty or
obligation to supervise or monitor the performance of the Construction Agent
pursuant to the Agency Agreement which for all purposes shall be an independent
contractor.  The Owner Trustee
nevertheless agrees that it will (in its individual capacity and at its own
cost and expense), promptly take all action as may be necessary to discharge
any Lessor Liens on any part of the Trust Estate.


 


SECTION 5.5                     No Action
Except Under Specified Documents or Instructions.


 


The Owner Trustee agrees that it will not
manage, control, use, sell, dispose of or otherwise deal with any Property or
any other part of the Trust Estate except (a) as required by the terms of the
Operative Agreements, (b) in accordance with the powers granted to, or the
authority conferred upon, it pursuant to this Trust Agreement, (c) in
accordance with the express terms hereof or with written instructions from the
Agent and/or the Majority Holders, as applicable, pursuant to Sections 5.1, 5.2
or 8.4 or (d) from the Lessee pursuant to Sections 8.5 or 9.2 of the
Participation Agreement.


 


SECTION 5.6                     Absence of
Duties.


 


(a)                                  Except
in accordance with written instructions furnished pursuant to Sections 5.1, 5.2
or 8.4, and without limitation of the generality of Section 5.4, the Owner
Trustee shall not have any duty to (i) file, record or deposit any Operative
Agreement or any other document, or to maintain any such filing, recording or deposit
or to refile, rerecord or redeposit any such document; (ii) obtain insurance on
any Property or effect or maintain any such insurance, other than to receive
and forward to each Holder and the


 


8

















 


Agent any notices, policies, certificates or
binders furnished to the Owner Trustee pursuant to the Lease; (iii) maintain
any Property; (iv) pay or discharge any Tax or any Lien owing with respect to
or assessed or levied against any part of the Trust Estate, except as provided
in the last sentence of Section 5.4, other than to forward notice of such Tax
or Lien received by the Owner Trustee to each Holder and the Agent; (v)
confirm, verify, investigate or inquire into the failure to receive any reports
or financial statements of Lessee or any other Person; (vi) inspect any
Property any time or ascertain or inquire as to the performance or observance
of any of the covenants of Lessee or any other Person under any Operative
Agreement with respect to any Property; or (vii) manage, control, use, sell,
dispose of or otherwise deal with any Property or any part thereof or any other
part of the Trust Estate, except as provided in Section 5.5.


 


(b)                                 The
Owner Trustee, in the exercise or administration of the trusts and powers
hereunder, including without limitation its obliga­tions under Section 5.2,
may, at the expense of Lessee, employ agents, attorneys, accountants, and
auditors and enter into agreements with any of them and the Owner Trustee shall
not be liable, either in its individual capacity or in its capacity as the
Owner Trustee, for the default or misconduct of any such agents, attorneys,
accountants or auditors if such agents, attorneys, accountants or auditors
shall have been selected by it in good faith.


 


ARTICLE VI



THE OWNER TRUSTEE


 


SECTION 6.1                     Acceptance of
Trust and Duties.


 


The Owner Trustee accepts the trust and
duties hereby created and agrees to perform the same, but only upon the terms
of this Trust Agreement.  The Owner
Trustee agrees to receive, manage and disburse all moneys constituting part of
the Trust Estate actually received by it as the Owner Trustee in accordance
with the terms of this Trust Agreement. 
The Owner Trustee shall not be answerable or accountable under any
circumstances, except for (i) its own willful misconduct or gross negligence,
(ii) the inaccuracy of any of its representations or warranties contained in
Section 6.3 of this Trust Agreement or Section 6.1 of the Participation
Agreement, (iii) its failure to perform obligations expressly undertaken by it
in the last sentence of Section 5.4 of this Trust Agreement or in Section
8.2(a) of the Participation Agreement, (iv) Taxes based on or measured by any
fees, commissions or compensation received by it for acting as the Owner Trustee
in connection with any of the transactions contemplated by the Operative
Agreements, or (v) its failure to use ordinary care to receive, manage and
disburse moneys actually received by it in accordance with the terms of the
Operative Agreements.


 


SECTION 6.2                     Furnishing of
Documents.


 


The Owner Trustee will furnish to each Holder
and to the Agent, promptly upon receipt thereof, duplicates or copies of all
reports, notices, requests, demands, opinions, certificates, financial
statements and any other instruments or writings furnished to the Owner Trustee
hereunder or under the Operative Agreements, unless by the express terms of any
Operative Agreement a copy of the same is required to be furnished by some
other Person directly to the Holders and/or the Agent, or the Owner Trustee
shall have determined that the same has already been furnished to the Holders
and the Agent.


 


SECTION 6.3                     No
Representations or Warranties as to the Properties or Operative Agreements.


 


THE OWNER TRUSTEE MAKES (i) NO REPRESENTATION
OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE TITLE, VALUE, 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 THE
OWNER TRUSTEE SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT
THEREIN OR THE FAILURE OF ANY PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY
LEGAL REQUIREMENT except that the Owner Trustee hereby represents, warrants and
covenants to each Holder that it will comply with the last


 


9

















 


sentence of Section 5.4, and (ii) no representation or warranty as to
the validity or enforceability of any Operative Agreement or as to the
correctness of any statement made by a Person other than the Owner Trustee or
the Owner Trustee contained in any thereof, except that the Owner Trustee
represents, warrants and covenants to each Holder that this Trust Agreement has
been and each of the other Operative Agreements which contemplates execution
thereof by the Owner Trustee has been or will be executed and delivered by its
officers who are, or will be, duly authorized to execute and deliver documents
on its behalf.


 


SECTION 6.4                     No
Segregation of Moneys; No Interest.


 


Except as otherwise provided herein or in any
of the other Operative Agreements, moneys received by the Owner Trustee
hereunder need not be segregated in any manner except to the extent required by
Law, and may be deposited under such general conditions as may be prescribed by
Law, and neither Trust Company nor the Owner Trustee shall be liable for any
interest thereon, except as may be agreed to in writing by the Owner Trustee or
the Trust Company.


 


SECTION 6.5                     Reliance;
Advice of Counsel.


 


The Owner Trustee shall not incur any
liability to any Person in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper believed by it to be genuine and believed by it in good
faith to be signed by the proper party or parties.  The Owner Trustee may accept and rely upon a certified copy of a
resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect.  As to any fact or matter the manner of ascertainment of which is
not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on an Officer’s Certificate of the relevant party, as to such fact
or matter, and such certificate shall constitute full protection to the Owner
Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.  In the administration
of the trusts hereunder, the Owner Trustee may execute any of the trusts or
powers hereof and perform its powers and duties hereunder directly or through
agents or attorneys and may consult with counsel, accountants and other skilled
Persons to be selected and employed by it, and the Owner Trustee shall not be
liable for anything done, suffered or omitted in good faith by it in accordance
with the advice or opinion of any such counsel, accountants or other skilled
Persons and not contrary to this Trust Agreement.


 


SECTION 6.6                     Liability
With Respect to Documents.


 


The Owner Trustee, either in its trust or
individual capacities, shall not incur any liability to any Person for or in
respect of the recitals herein, the validity or sufficiency of this Trust
Agreement or for the due execution hereof by each Holder or for the form,
character, genuineness, sufficiency, value or validity of any Property or for
or in respect of the validity or sufficiency of any of the Operative Agreements
and the Owner Trustee, either in its trust or individual capacities, shall in
no event assume or incur any liability, duty or obligation to any Person or to
any Holder, other than as expressly provided for herein or in any of the other
Operative Agreements.


 


SECTION 6.7                     Not Acting In
Individual Capacity.


 


All Persons having any claim against the
Owner Trustee by reason of the transactions contemplated by the Operative
Agreements shall look only to the Trust Estate (or a part thereof, as the case
may be) for payment or satisfaction thereof, except as specifically provided in
this Article VI and except to the extent that the Owner Trustee shall otherwise
expressly agree in any Operative Agreement to which it is a party, including
without limitation Section 6.1 and Section 8.2(a) of the Participation
Agreement and the last sentence of Section 5.4 hereof.


 


SECTION 6.8                     Books and
Records; Tax Returns.


 


(a)                                  
The Owner Trustee shall be responsible for the keeping of all appropriate books
and records relating to the receipt and disbursement of all moneys that it may
receive hereunder, or under any other Operative Agreement.  The Owner Trustee shall, at the expense of
Lessee, file an application with the Internal Revenue Service for a taxpayer
identification number with respect to the trust created hereby.  The


 


10

















 


Owner Trustee shall, at the expense of
Lessee, prepare or cause to be prepared and the Owner Trustee shall sign and/or
file the federal fiduciary tax return with respect to Taxes due and payable by
the trust created hereby in connection with the transactions contemplated
hereby and by any other Operative Agreement. 
Each Holder shall furnish the Owner Trustee with all such information as
may be reasonably required from such Holder (as such is requested in writing by
the Owner Trustee) in connection with the preparation of such tax returns.  The Owner Trustee shall keep copies of all
returns delivered to or filed by it.


 


(b)                                 The
Owner Trustee, either in its trust or individual capacities, shall be under no
obligation to appear in, prosecute or defend any action, which in its opinion
may require it to incur any out-of-pocket expense or any liability unless the
Owner Trustee shall be furnished with such reasonable security and indemnity by
Lessee (or, at the election of the Majority Secured Parties, by the Holders and
the Lenders) against such expense or liability as it may require.  The Owner Trustee may, but shall be under no
duty to, undertake such action as it may deem necessary at any and all times,
without any further action by the Agent or any Holder to protect one (1) or
more of the Properties and the rights and interests of the Holders pursuant to
the terms of this Trust Agreement; provided, however, that the Owner
Trustee may obtain reimbursement for the reasonable out-of-pocket expenses and
costs of such actions, undertakings or proceedings from Lessee.


 


ARTICLE VII



INDEMNIFICATION OF THE OWNER TRUSTEE


 


SECTION 7.1                     Indemnification
Generally.


 


The Owner Trustee is indemnified for matters
related to the transactions described herein by Lessee pursuant to Section 11
of the Participation Agreement.  Except
as may be specifically provided from time to time hereafter in writing by the
Holders, the Owner Trustee shall not have any right of indemnification from any
Holder with respect to the transactions described herein or in any of the other
Operative Agreements.


 


SECTION 7.2                     Compensation
and Expenses.


 


Lessee has agreed to pay the fees and
expenses of the Owner Trustee and the Holder Unused Fees as provided in
Sections 7.3 and 7.4, respectively, of the Participation Agreement.


 


ARTICLE VIII



TERMINATION OF TRUST AGREEMENT


 


SECTION 8.1                     Termination
of Trust Agreement.


 


This Trust Agreement and the trusts created
hereby shall terminate and the Trust Estate shall, subject to the provisions of
the Participation Agreement, the other Operative Agreements and Article IV of
this Trust Agreement, be distributed pro rata to the Holders, and this Trust
Agreement shall be of no further force or effect, upon the earliest of (a) the
joint written request of the Majority Holders following the sale or other final
disposition by the Owner Trustee of all property constituting part of the Trust
Estate and the final distribution by the Owner Trustee of all moneys or other
property or proceeds constituting part of the Trust Estate in accordance with
the terms hereof; provided, however, that (except as provided for
herein and in the other Operative Agreements) the Trust Estate shall not be subject
to sale or other final disposition by the Owner Trustee prior to the payment in
full and discharge of the Loans and all other indebtedness secured by the
Credit Documents and the release of the Credit Documents and the Liens granted
thereby and the payment in full of the Holder Amount and Holder Yield thereon
and all other amounts owing to the Holders under any of the Operative
Agreements and (b) fifty (50) years after the date hereof.


 


11

















 


SECTION 8.2                     Termination
at Option of the Holders.


 


Notwithstanding Section 8.1, this Trust
Agreement and the trusts created hereby shall terminate and the Trust Estate
shall be distributed pro rata to the Holders, and this Trust Agreement shall be
of no further force and effect, upon the joint election of the Holders by
notice to the Owner Trustee, if such notice shall be accompanied by the written
agreement of each Holder assuming all the obligations of the Owner Trustee
under or contemplated by the Operative Agreements and all other obligations of
the Owner Trustee incurred by it as trustee hereunder; provided, however,
that each Holder agrees for the express benefit of the Agent and the Lenders,
that without the consent of the Majority Lenders, no such election shall be
effective until the Liens and security interests of the Security Documents on
the Collateral shall have been released and until full payment of the principal
of, and interest on the Loans and all other sums due to the Lenders shall have
been made.  Such written agreement shall
be reasonably satisfactory in form and substance to the Owner Trustee and shall
release the Owner Trustee from all further obligations of the Owner Trustee
hereunder and under the agreements and other instruments mentioned in the
preceding sentence.


 


SECTION 8.3                     Termination
at Option of the Owner Trustee.


 


At any time that the Lease shall no longer be
in full force and effect and the Agent shall have confirmed in writing to the
Owner Trustee that the Lenders have received payment in full of the principal
of and interest on the Loans and that all other sums due to the Agent and the
Lenders under the Operative Agreements shall have been made, then the Holders
hereby authorize the Owner Trustee to: (a) terminate this Trust Agreement and
the trusts created hereby and (b) distribute and convey the Trust Estate pro
rata to the Holders by executing the necessary transfer documents as
contemplated by Section 8.4.  The
exercise of such option by the Owner Trustee shall cause this Trust Agreement
to be of no further force and effect and shall release the Owner Trustee from
all further obligations of the Owner Trustee hereunder and under the agreements
and other instruments mentioned in the preceding sentence.


 


SECTION 8.4                     Actions by
the Owner Trustee Upon Termination.


 


Upon termination of this Trust Agreement and
the trusts created hereby pursuant to Sections 8.1, 8.2 or 8.3, the Owner
Trustee shall upon notice of such event take such action as may be necessary or
as may be reasonably requested by the Majority Holders to transfer the Trust
Estate pro rata to the Holders, including without limitation the execution of
instruments of transfer or assignment with respect to any of the Operative
Agreements to which the Owner Trustee is a party.


 


ARTICLE IX



SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES

AND SEPARATE OWNER TRUSTEES


 


SECTION 9.1                     Resignation
of the Owner Trustee; Appointment of Successor.


 


(a)                                  The
Owner Trustee may resign at any time without cause by giving at least thirty
(30) days’ prior written notice to each Holder, the Agent and Lessee; provided,
however, that such resignation shall not be effective until the
acceptance of appointment by a successor Owner Trustee under Section
9.1(b).  The Owner Trustee may be
removed with or without cause at any time by the Majority Holders upon consent
to such removal by the Agent and with thirty (30) days’ prior written notice to
the Owner Trustee, a copy of which notice shall be concurrently delivered by
the Majority Holders to the Agent and Lessee. 
Any such removal shall be effective upon the acceptance of appointment
by a successor Owner Trustee under Section 9.1(b).  In case of the resignation or removal of the Owner Trustee, the
Holders may appoint a successor Owner Trustee by an instrument signed by the
Majority Holders; provided, however, that such successor Owner
Trustee must be approved by the Agent and, so long as no Default or Event of
Default has occurred and is continuing, the Lessee.  In the event the Owner Trustee shall be an individual, his death
or incapacity, or termination of employment (whether voluntary or involuntary)
with First Security


 


12

















 


Bank, National Association (or a successor
corporate Owner Trustee) shall be treated as a resignation hereunder and shall
be effective immediately.  If a
successor Owner Trustee shall not have been appointed within thirty (30) days
after the giving of written notice of such resignation or the delivery of the
written instrument with respect to such removal, the Owner Trustee or any
Holder may apply to any court of competent jurisdiction to appoint a successor
Owner Trustee to act until such time, if any, as a successor shall have been
appointed and shall have accepted its appointment as above provided.  Any successor Owner Trustee so appointed by
such court shall immediately and without further act be superseded by any
successor Owner Trustee appointed as above provided within one (1) year from
the date of the appointment by such court.


 


(b)                                 Any
successor Owner Trustee, however appointed, shall execute and deliver to the
predecessor Owner Trustee an instrument accepting such appointment, and
thereupon such successor Owner Trustee, without further act shall become vested
with all the estates, properties, rights, powers, duties and trusts of the
predecessor Owner Trustee in the trusts hereunder with like effect as if
originally named an Owner Trustee herein; but nevertheless, upon the written
request of such successor Owner Trustee such predecessor Owner Trustee shall
execute and deliver an instrument transferring to such successor Owner Trustee,
upon the trusts herein expressed, all the estates, properties, rights, powers,
duties and trusts of such predecessor Owner Trustee, and such predecessor Owner
Trustee shall duly assign, transfer, deliver and pay over to such successor
Owner Trustee all moneys or other property then held by such predecessor Owner
Trustee upon the trusts herein expressed.


 


(c)                                  Any
successor Owner Trustee, however appointed, shall be a bank or trust company
incorporated and doing business within the United States of America and having
a combined capital and surplus of at least $500,000,000, if there be such an
institution willing, able and legally qualified to perform the duties of the
Owner Trustee hereunder upon reasonable or customary terms.


 


(d)                                 Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or any
corporation to which substantially all the corporate trust business of the
Owner Trustee may be transferred, shall, subject to the terms of Section
9.1(c), be the Owner Trustee under this Trust Agreement without further act.


 


SECTION 9.2                     Co-Trustees
and Separate Trustees.


 


Whenever the Owner Trustee or the Majority
Holders shall deem it necessary or prudent in order either (a) to conform to
any law of any jurisdiction in which all or any part of the Trust Estate shall
be situated or to which it may be subject or to make any claim or bring any
suit with respect to the Trust Estate or any Operative Agreement, (b) shall be
advised by counsel satisfactory to it that it is so necessary or prudent, or
(c) the Owner Trustee shall have been directed to do so by the Majority Holders
and the Agent, the Owner Trustee and the Holders shall execute and deliver an
agreement supplemental hereto and all other instruments and agreements, and
shall take all other action, necessary or proper to constitute one (1) or more
Persons who need not meet the requirements of Section 9.1(c) (and the
Owner Trustee may appoint one (1) or more of its officers) either as co-trustee
or co-trustees (the “Co-Owner Trustee”), jointly with the Owner Trustee,
of all or any part of the Trust Estate, or as separate trustee or separate
trustees of all or any part of the Trust Estate, and to vest in such Persons,
in such capacity, such title to the Trust Estate or any part thereof and such
rights or duties as may be necessary or desirable, all for such period and
under such terms and conditions as are satisfactory to the Owner Trustee and
the Holders.  In accordance with the
foregoing:


 


(i)                                     The
Owner Trustee shall appoint a Co-Owner Trustee hereunder in part so that if,
under any present or future law of any state where any Property is located or
of any jurisdiction in which it may be necessary to perform any act in carrying
out the trusts herein created, the Owner Trustee or any of its successors may
be incompetent or unqualified or incapacitated or unwilling to perform certain
acts as such Owner Trustee, then upon the written request of the Owner Trustee
of any of its successors received by any Co-Owner Trustee, all of such acts
required to be performed in such jurisdiction in the execution of the trust
hereby created, shall and will be performed by any Co-Owner Trustee, or any of
his successors, in trust


 


13

















 


acting alone, as if he or such successor had
been specifically authorized so to do or had been the sole Owner Trustee
hereunder.  Any Co-Owner Trustee shall
continue to perform such acts until otherwise directed in writing by the Owner
Trustee or any of its successors.  Any
request in writing by the Owner Trustee or any of its successors to the
Co-Owner Trustee shall be sufficient warrant for him to take such action as may
be so requested.


 


(ii)                                  Except
as it may be deemed necessary for any Co-Owner Trustee or any of his successors
solely or jointly to execute the trusts herein created, the Owner Trustee or
any of its successors shall solely have and exercise the powers, and shall be
solely charged with the performance of the duties, hereinbefore declared on the
part of the Owner Trustee to be had, exercised and performed; and any Co-Owner
Trustee shall not be liable therefor. 
Any Co-Owner Trustee or any successor to him may delegate to the Owner
Trustee or its successor hereunder the exercise of any power, discretion or
otherwise, conferred by any provision of this Trust Agreement.


 


(iii)                               Any
act of the Owner Trustee herein required or authorized shall and will be
jointly or separately performed by the Owner Trustee or its successors
hereunder and by any Co-Owner Trustee or any of his successors appointed hereunder,
if such joint performance or separate performance shall be necessary to the
legality of such act and when so acting all references herein to “First
Security Bank, National Association” shall be deemed to be references to
such Co-Owner Trustee in its individual capacity and all references to “Owner
Trustee” shall be deemed to be references to any Co-Owner Trustee, and such
Co-Owner Trustee shall be entitled to all the protection, indemnification,
immunity and compensation herein provided to the Owner Trustee acting singly in
reference to such acts (subject to the limitations to such a protection,
indemnification, immunity and compensation set forth herein).


 


(iv)                              The
Owner Trustee or its successor in trust shall have and is hereby given the
power at any time by an instrument in writing duly executed by a Vice
President, to remove any Co-Owner Trustee or his successor, from his position
as Co-Owner Trustee hereunder.  In the
case of death, resignation, removal, incapacity or inability to act hereunder of
the Co-Owner Trustee, or his successor as Co-Owner Trustee, any adult citizen
of the United States of America may be appointed Co-Owner Trustee hereunder by
the person who shall at the time be a Vice President of the corporation then
acting as the Owner Trustee hereunder by an instrument in writing duly
executed, and under its corporate seal, and, subject to its right to revoke
such appointment or to appoint another person, the Owner Trustee shall appoint
a successor Co-Owner Trustee, such appointment to be immediately effective in
case of the death, resignation, removal or inability or incapacity to act
hereunder of the Co-Owner Trustee.  In
the event a vacancy occurs in the office of the Co-Owner Trustee, either by
reason of resignation, removal, incapacity or inability to act and no successor
is appointed pursuant to the foregoing provisions within thirty (30) days after
such vacancy occurs, the Holders and the Agent may jointly appoint a successor
to the Co-Owner Trustee in the same manner as is provided for the appointment
of a successor to the Co-Owner Trustee hereunder.


 


(v)                                 At
any time or times, for the purposes of meeting the legal requirements of any
jurisdiction in which any part of the Trust Estate hereunder may at the time be
located, or to avoid any violation of law or imposition of taxes not otherwise
imposed on the Owner Trustee, or if the Owner Trustee shall deem it desirable
for its own protection, the Owner Trustee shall have power to appoint one (1)
or more persons (who may be officers of the Owner Trustee either to act as an
additional co-trustee, jointly with the Owner Trustee) of all or any part of
the Trust Estate hereunder, or of any property constituting part thereof, or to
act as separate trustee of any part of the Trust Estate in either case with
such powers as may be provided in the instrument of appointment and are
consistent with the terms hereof, and to vest in such person or persons in the
capacity as aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the remaining provisions of this Section 9.2.


 


(vi)                              Notwithstanding
any provision of this Trust Agreement to the contrary, any additional
co-trustee shall act upon and be subject to the following terms and conditions:


 


All rights,
powers, duties and obligations conferred or imposed upon the Owner Trustee
shall be conferred or imposed solely upon and solely exercised and performed by
the Owner


 


14

















 


Trustee except to the extent that under any
Law of any jurisdiction in which any particular act or acts are to be performed
the Owner Trustee or the Owner Trustee shall be incompetent or unqualified to
perform such act or acts or to avoid any violation of Law or imposition of
taxes not otherwise imposed on the Owner Trustee, or if the Owner Trustee shall
deem it desirable for its own protection, in which event such rights, powers,
duties and obligations shall be exercised and performed by such co-trustee or
Co-Owner Trustee.


 


(vii)                           No
power granted by this Trust Agreement to, or which this Trust Agreement
provides may be exercised by, the Owner Trustee in respect of the custody,
control and management of moneys may be exercised by any Co-Owner Trustee or
any subsequently appointed co-trustee except jointly with, or with the consent
in writing of, the Owner Trustee for disbursement or application in accordance
with the terms hereof.


 


(viii)                        All moneys
which may be received or collected by any Co-Owner Trustee or such subsequently
appointed co-trustees shall be paid over to the Owner Trustee to be distributed
in accordance with this Trust Agreement and the other Operative Agreements.


 


(ix)                                Any
Co-Owner Trustee, or any subsequently appointed co-trustee to the extent
permitted by Law, does hereby constitute the Owner Trustee or its successors
hereunder his or her agent or attorney in fact, with full power and authority
to do any and all acts and things and exercise any and all discretion
authorized or permitted by the Co-Owner Trustee or such subsequently appointed
co-trustee, in its behalf or in its name.


 


(x)                                   No
trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder.


 


SECTION 9.3                     Notice.


 


At all times that a successor Owner Trustee
is appointed pursuant to Section 9.1, an Owner Trustee resigns pursuant to
Section 9.1 or the Co-Owner Trustee, a co-trustee or separate trustee, is
appointed pursuant to Section 9.2, the Holders shall give joint notice of such
fact within thirty (30) days of its occurrence to (x) Lessee, if the Lease is
then in effect and (y) the Agent, if the Credit Agreement is in effect.


 


ARTICLE X



AMENDMENTS


 


SECTION 10.1              Amendments.


 


This Trust Agreement may be terminated,
amended, supplemented, waived or modified in accordance with Section 12.4 of
the Participation Agreement.


 


SECTION 10.2              Limitation on
Amendments.


 


Notwithstanding Section 10.1, the Owner
Trustee shall not, without the consent of the Agent execute any amendment that
might result in the trusts created hereunder being terminated prior to the
satisfaction and discharge of the Lien and security interest of the Security
Documents on the Collateral or prior to the payment in full of the principal
of, and interest on the Loans and other than in accordance with the terms of
the Credit Agreement.


 


15

















 


ARTICLE XI



MISCELLANEOUS


 


SECTION 11.1              No Legal Title to
Trust Estate in the Holders.


 


The Holders shall not have legal title to any
part of the Trust Estate; provided, however, that each Holder has
a pro rata beneficial interest in the Trust Estate.  No transfer, by operation of Law or otherwise, of any right,
title or interest of a Holder in and to the Trust Estate or hereunder shall
operate to terminate this Trust Agreement or the Trust or the trusts hereunder
or entitle any successor or transferee to an accounting or to the transfer to
it of legal title to any part of the Trust Estate.


 


SECTION 11.2              Sale of a Property
by the Owner Trustee is Binding.


 


Any sale, transfer, or other conveyance of
any Property or any part thereof by the Owner Trustee made pursuant to the
terms of this Trust Agreement or any other Operative Agreement shall bind the
Holders and shall be effective to sell, transfer and convey all right, title
and interest of the Owner Trustee and the Holders in and to such Property or
any part thereof.  No purchaser or other
grantee shall be required to inquire as to the authorization, necessity,
expediency or regularity of such sale or conveyance or as to the application of
any sale or other proceeds with respect thereto by the Owner Trustee.


 


SECTION 11.3              Limitations on
Rights of Others.


 


Nothing in this Trust Agreement whether
express or implied, shall be construed to give to any Person, other than the
Owner Trustee and each Holder, any legal or equitable right, remedy or claim
under or in respect of this Trust Agreement, any covenants, conditions or
provisions contained herein or in the Trust Estate; but this Trust Agreement
shall be held for the sole and exclusive benefit of the Owner Trustee and the
Holders.  The Agent shall have the right
to enforce the provisions of Sections 5.1, 5.2, 5.3, 5.4, 6.2, 6.8, 8.1, 8.2,
8.3, 9.1, 9.2, 9.3, 10.1 and 10.2 prior to the payment in full of the principal
of and interest on the Loans and such other amounts due and payable to the
Lenders or the Agent under the Operative Agreements.


 


SECTION 11.4              Notices.


 


Unless otherwise expressly specified or
permitted by the terms hereof, all notices hereunder shall be given as provided
in Section 12.2 of the Participation Agreement.


 


SECTION 11.5              Severability.


 


Any provision of this Trust Agreement that
may be determined by competent authority to be prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


SECTION 11.6              Limitation on the
Holders’ Liability.


 


No Holder shall have any liability for the
performance of this Trust Agreement except as expressly set forth herein.


 


SECTION 11.7              Separate
Counterparts.


 


This Trust Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one (1) and the same instrument.


 


16

















 


SECTION 11.8              Successors and
Assigns.


 


(a)                                  All
covenants and agreements contained herein shall be binding upon, and inure to
the benefit of, Trust Company, the Owner Trustee and its successors and assigns
and each Holder and its successors and assigns, all as herein provided.  Any request, notice, direction, consent,
waiver or other instrument or action by a Holder shall bind the successors and
assigns of such Holder.


 


(b)                                 Any
Holder may transfer or assign all or any portion of its right, title and
interest in the Trust Estate, this Trust Agreement and the Certificate of such
Holder in accordance with the requirements of Section 10.1 of the Participation
Agreement and pursuant to an assignment agreement in substantially the form of Exhibit
B, which assignment agreement shall provide, without limitation, that the
assignee undertakes and assumes all obligations and covenants of a Holder under
this Trust Agreement and the other Operative Agreements.  The Holder proposing the transfer or assignment
shall notify the Owner Trustee, the Agent and Lessee in writing of the
effective date of the transfer or assignment, which effective date shall be at
least three (3) Business Days after the date of such notification.  The Owner Trustee shall maintain a register
showing the Holders and their respective interests in the Trust Estate and,
upon the occurrence of a permitted assignment pursuant to this Section 11.8(b),
shall issue a Certificate to the assignee and, if the assigning Holder is
maintaining an interest hereunder, a new Certificate to such assigning Holder
representing its revised interest in the Trust Estate.  The Owner Trustee shall not recognize any
purported assignment or transfer by a Holder that does not comply with the
terms of this Section 11.8 and any such attempted transfer or assignment by a
Holder in violation of the terms of this Section 11.8 shall be null and void
and of no effect.


 


SECTION 11.9              Headings.


 


The headings of the various articles and
sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.


 


SECTION 11.10       Governing Law.


 


THIS TRUST AGREEMENT HAS BEEN DELIVERED IN,
AND SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAW OF, THE STATE OF UTAH.


 


SECTION 11.11       Performance by the Holders.


 


Any obligation of the Owner Trustee hereunder
or under any Operative Agreement or other document contemplated herein may be
performed by the Holders (or by one (1) of them with the written consent of the
other) and any such performance shall not be construed as a revocation of the
trusts created hereby.


 


SECTION 11.12       Conflict with Operative
Agreements.


 


If this Trust Agreement (or any instructions
given by a Holder pursuant hereto) shall require that any action be taken with
respect to any matter and any other Operative Agreement (or any instructions
duly given in accordance with the terms thereof) shall require that a different
action be taken with respect to such matter, and such actions shall be mutually
exclusive, the provisions of such other Operative Agreement, in respect
thereof, shall control.


 


SECTION 11.13       No Implied Waiver.


 


No term or provision of this Trust Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing entered into as provided in Section 10.1; and any such
waiver of the term hereof shall be effective only in the specific instance and
for the specific purpose given.


 


17

















 


SECTION
11.14       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.


 


 


[signature pages follow]


 


18

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Trust Agreement to be duly executed by their respective officers
hereunto duly authorized, as of the date set forth above.


 


 


	
   

  	
  BANK OF
  AMERICA, N.A., as the Agent and a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin C.
  Leader

  
	
   

  	
  Name:

  	
  Kevin C.
  Leader

  
	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


 


[signatures pages continue]


 


 


19

















 


 


	
   

  	
  CITICORP
  DEL-LEASE INC., as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  F. Carr

  
	
   

  	
  Name:

  	
  Robert F.
  Carr

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


20

















 


 


	
   

  	
  FIRST UNION
  NATIONAL BANK, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul L.
  Menconi

  
	
   

  	
  Name:

  	
  Paul L.
  Menconi

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


21

















 


 


	
   

  	
  BANCA COMMERCIALE
  ITALIANA - LOS ANGELES FOREIGN BRANCH, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward
  C. Bermant

  
	
   

  	
  Name:

  	
  Edward C.
  Bermant

  
	
   

  	
  Title:

  	
  FVP &
  Deputy Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph
  Carlani

  
	
   

  	
  Name:

  	
  Joseph
  Carlani

  
	
   

  	
  Title:

  	
  Vice
  President

  
								



 


 


22

















 


 


	
   

  	
  MORGAN
  GUARANTY TRUST COMPANY OF NEW YORK, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn
  Sayko-Yanes

  
	
   

  	
  Name:

  	
  Kathryn
  Sayko-Yanes

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


23

















 


 


	
   

  	
  SUNTRUST
  BANK, ATLANTA, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah
  S. Armstrong

  
	
   

  	
  Name:

  	
  Deborah S.
  Armstrong

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


24

















 


 


	
   

  	
  THE BANK OF
  NEW YORK, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald
  R. Reedy

  
	
   

  	
  Name:

  	
  Ronald R.
  Reedy

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


25

















 


 


	
   

  	
  WELLS FARGO
  BANK (TEXAS), N.A., as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent
  Bertino

  
	
   

  	
  Name:

  	
  Brent
  Bertino

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 


 


26

















 


 


	
   

  	
  FIRST
  SECURITY BANK, NATIONAL ASSOCIATION, as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Val T.
  Orton

  
	
   

  	
  Name:

  	
  Val T. Orton

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


(TSG TRUST 1999-1)


 


 


[signatures
pages end]


 


 


27

















 


Schedule 1


 


	
   

  	
   

  	
  Holder
  Commitments

  	
   

  
	
  Name of Holder

  	
   

  	
  Amount

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  1,708,235.29

  	
   

  	
  24.6498599440

  	
  %

  
	
  Citicorp Del-Lease Inc.

  	
   

  	
  $

  	
  1,195,764.71

  	
   

  	
  17.2549019608

  	
  %

  
	
  First Union National Bank

  	
   

  	
  $

  	
  726,000.00

  	
   

  	
  10.4761904762

  	
  %

  
	
  Banca Commerciale Italiana - Los Angeles
  Foreign Branch

  	
   

  	
  $

  	
  660,000.00

  	
   

  	
  9.5238095238

  	
  %

  
	
  Morgan Guaranty Trust Company of New York

  	
   

  	
  $

  	
  660,000.00

  	
   

  	
  9.5238095238

  	
  %

  
	
  SunTrust Bank, Atlanta

  	
   

  	
  $

  	
  660,000.00

  	
   

  	
  9.5238095238

  	
  %

  
	
  The Bank of New York

  	
   

  	
  $

  	
  660,000.00

  	
   

  	
  9.5238095238

  	
  %

  
	
  Wells Fargo Bank (Texas), N.A.

  	
   

  	
  $

  	
  660,000.00

  	
   

  	
  9.5238095238

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  6,930,000.00

  	
   

  	
  100.0000000000

  	
  %

  



 


I-1

















 


EXHIBIT A


 


FORM OF HOLDER
CERTIFICATE


 


 


FIRST SECURITY
BANK, NATIONAL ASSOCIATION


 


TRUSTEE UNDER


 


TRUST
AGREEMENT DATED AS OF SEPTEMBER 14,  1999


 


 


HOLDER
CERTIFICATE


 


TSG TRUST
1999-1


 


 


[                  ,
        ]


 


 


FIRST SECURITY BANK, NATIONAL ASSOCIATION, as
trustee (herein in such capacity called the “Owner Trustee”) under that
certain Trust Agreement dated as of September 14,  1999 (as amended, modified,
supplemented, restated and/or replaced from time to time, herein called the “Trust
Agreement”, the defined terms therein not otherwise defined herein being
used herein with the same meanings), among the several banks and other
financial institutions from time to time parties to the Trust Agreement as the
Holders and the Owner Trustee, hereby certifies for the benefit of [HOLDER]
(the “Holder”) as follows:  (i)
this Holder Certificate is a Holder Certificate referred to in Section 3.1(d)
of the Trust Agreement, which Holder Certificate has been issued by the Owner
Trustee pursuant to the Trust Agreement in such Holder Commitment amount as is
indicated for the Holder in Schedule I to the Trust Agreement, as such Schedule
I may be amended, modified, supplemented, restated and/or replaced from
time to time, and (ii) subject to the prior payment of Notes to the extent
provided for in Section 8.7 of the Participation Agreement, and to the assignment,
pledge or mortgage of the Trust Estate to secure the Notes as set forth in the
applicable Operative Agreements, the holder of this Holder Certificate has an
undivided beneficial interest in properties of the Owner Trustee constituting
part of the Trust Estate and is entitled to receive as provided in the Trust
Agreement, a portion of the Rent received or to be received by the Owner
Trustee for the Properties, as well as a portion of certain other payments
which may be received by the Owner Trustee pursuant to the terms of the
Operative Agreements as more particularly set forth therein.


 


All amounts payable hereunder and under the
Trust Agreement shall be paid only from the income and proceeds from the Trust
Estate and only to the extent that the Owner Trustee (or the Agent on behalf of
the Owner Trustee) shall have received sufficient income or proceeds from the
Trust Estate to make such payments in accordance with the terms of the Trust
Agreement, except as specifically provided in Section 6.1 of the Trust
Agreement; and the holder hereof, by its acceptance of this Holder Certificate,
agrees that it will look solely to the income and proceeds from the Trust
Estate to the extent available for distribution to the holder hereof as
provided in the Trust Agreement and that, except as specifically provided in
the Trust Agreement, the Owner Trustee is not personally liable to the holder
hereof for any amount payable under this Holder Certificate or the Trust
Agreement.


 


The amounts payable to the holder hereof
pursuant to the Trust Agreement shall be paid or caused to be paid by the Owner
Trustee to, or for the account of, such Holder, or its nominee, by transferring
such amount in immediately available funds to a bank institution or banking
institutions with bank wire transfer facilities for the account of such Holder
or as otherwise instructed in writing from time to time by such Holder.


 


This Holder Certificate shall mature, and all
amounts payable to the holder hereof pursuant to the Trust Agreement shall be
due and payable, on the Expiration Date.


 


A-1

















 


This Holder Certificate shall bear a yield on
the unpaid amount hereof from time to time outstanding hereunder and under the
Trust Agreement at the Holder Yield as provided in the Trust Agreement.  The Holder Yield on this Holder Certificate
shall be computed as provided in the Trust Agreement and shall be payable at
the rates, at the times and from the dates specified in the Trust Agreement.


 


From and after the execution of the
Participation Agreement, the rights of the holder of this Holder Certificate
under the Trust Agreement as well as the beneficial interest of the holder of
this Holder Certificate in and to the properties of the Owner Trustee constituting
part of the Trust Estate are subject and subordinate to the rights of the
holders of the Notes to the extent provided in the applicable Operative
Agreements.  The Trust Estate has been
or will be assigned, pledged and mortgaged to the Agent, on behalf of the
Lenders and the Holders, as security for the Notes and the Holder
Certificates.  Reference is hereby made
to the Trust Agreement, the Participation Agreement, the Credit Agreement, the
Security Agreement and the Notes for statements of the rights of the holder of
this Holder Certificate and of the rights of the holders of, and the nature and
extent of the security for, the Notes, as well as for a statement of the terms
and conditions of the trusts created by the Trust Agreement, to all of which terms
and conditions the holder hereof agrees by its acceptance of this Holder
Certificate.


 


The holder hereof, by its acceptance of this
Holder Certificate, agrees not to transfer this Holder Certificate except in
accordance with the terms of the Trust Agreement and the other Operative
Agreements.


 


THIS HOLDER CERTIFICATE SHALL BE INTERPRETED
AND ENFORCED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED,
INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF UTAH.  WHENEVER POSSIBLE EACH PROVISION OF THIS
HOLDER CERTIFICATE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS HOLDER CERTIFICATE
SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF
THIS HOLDER CERTIFICATE.


 


 


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


 


A-2

















 


IN WITNESS WHEREOF, the undersigned
authorized officer of the Owner Trustee has executed this Holder Certificate as
of the date first set forth above.


 


 


	
   

  	
  FIRST
  SECURITY BANK, NATIONAL ASSOCIATION,

  not individually, except as expressly set forth herein, but solely as the
  Owner Trustee under the TSG Trust 1999-1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


A-3

















 


EXHIBIT B


 


FORM OF ASSIGNMENT AND ACCEPTANCE


 


 


THIS
ASSIGNMENT AND ACCEPTANCE dated as of
                     ,         
(as amended, modified, supplemented, restated and/or replaced from time to
time, this “Assignment and Acceptance”) is between
[                                            ]
(the “Assignor”) and
[                                 ]
(the “Assignee”).


 


Reference is
made to the Trust Agreement, dated as of September 14,  1999 (as amended,
supplemented or otherwise modified from time to time, the “Trust Agreement”),
among FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity
except as stated therein, but solely as the Owner Trustee under the TSG Trust
1999-1 (the “Owner Trustee”) and the Holders named therein.  Unless otherwise defined herein, terms
defined in the Trust Agreement (or pursuant to Section 1 of the Trust
Agreement, defined in other agreements) and used herein shall have the meanings
given to them in or pursuant to the Trust Agreement.


 


The Assignor
and the Assignee agree as follows:


 


1.                                       The
Assignor hereby irrevocably sells and assigns to the Assignee without recourse
to the Assignor, and the Assignee hereby irrevocably purchases and assumes from
the Assignor without recourse to the Assignor, as of the Effective Date (as
defined below), a [         %]
interest (the “Assigned Interest”) in and to the Assignor’s rights and
obligations under the Trust Agreement with respect to the facility contained in
the Trust Agreement as are set forth on Schedule 1 hereto (the “Assigned
Facility”), in a principal amount for the Assigned Facility as set forth on
Schedule 1.


 


2.                                       The
Assignor (a) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Trust Agreement or any other Operative Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Trust Agreement, any other Operative Agreement or any other
instrument or document furnished pursuant thereto, other than that it has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Owner Trustee or any other obligor or the
performance or observance by the Owner Trustee, or any other obligor of any of
their respective obligations under the Trust Agreement or any other Operative
Agreement or any other instrument or document furnished pursuant hereto or
thereto; and (c) attaches the Certificate held by it evidencing the Assigned
Facility and requests that the Owner Trustee exchange such Certificate for a
new Certificate payable to the Assignee and (if the Assignor has retained any
interest in the Assigned Facility) a new Certificate payable to the Assignor in
the respective amounts which reflect the assignment being made hereby (and
after giving effect to any other assignments which have become effective on the
Effective Date).


 


3.                                       The
Assignee (a) represents and warrants that it is legally authorized to enter
into this Assignment and Acceptance; (b) confirms that it has received copies
of the Operative Agreements, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (c) agrees that it will, independently and
without reliance upon the Assignor, the Agent, any other Holder or the Owner Trustee
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Trust Agreement, the other Operative Agreements or any other
instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Agent and the Owner Trustee, respectively, to take such action
as agent on its behalf and to exercise such powers and discretion under the
Trust Agreement, the other Operative Agreements or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the Agent and
the Owner Trustee, respectively, by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Trust Agreement and the other Operative Agreements to which
Assignee is a party and will perform in accordance herewith all the obligations
which by the terms of the Trust Agreement and the other Operative Agreements to
which Assignee is a party are required to be performed by it as a Holder
including without limitation, if it is organized under the laws of a
jurisdiction outside the U.S., its obligation pursuant to Section 11.2(e) of
the Participation Agreement.


 


B-1

















 


4.                                       The
effective date of this Assignment and Acceptance shall be [                  ,
        ] (the “Effective
Date”).  Following the execution of
this Assignment and Acceptance, it will be delivered to the Owner Trustee for
acceptance by it and recording by the Owner Trustee pursuant to Section 11.8(b)
of the Trust Agreement, effective as of the Effective Date (which shall not,
unless otherwise agreed to by the Owner Trustee, be earlier than five (5)
Business Days after the date of such acceptance and recording by the Owner
Trustee).


 


5.                                       Upon
such acceptance and recording, from and after the Effective Date, the Owner
Trustee shall make, or cause to be made, all payments in respect of the
Assigned Interest (including without limitation payments of Holder Advance,
yield, fees and other amounts) to the Assignee whether such amounts have
accrued prior to the Effective Date or accrue subsequent to the Effective
Date.  The Assignor and the Assignee
shall make all appropriate adjustments in payments by the Owner Trustee for
periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.


 


6.                                       From
and after the Effective Date, (a) the Assignee shall be a party to the Trust
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Holder thereunder and under the other Operative
Agreements and shall be bound by the provisions thereof and (b) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Trust Agreement and the
other Operative Agreements.


 


7.                                       THIS
ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH.


 


B-2

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Assignment and Acceptance to be
executed as of the date first above written by their respective duly authorized
officers on Schedule 1 hereto.


 


 


	
   

  	
  [                                                               ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                                                               ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Consented
  To:

  
	
   

  	
   

  
	
   

  	
  SABRE INC.,
  as the Construction Agent and as the Lessee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A., as the Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


B-3

















 


SCHEDULE 1

TO ASSIGNMENT AND ACCEPTANCE

RELATING TO THE TRUST AGREEMENT,

DATED AS OF SEPTEMBER 14,  1999, (THE “TRUST AGREEMENT”)

AMONG

FIRST SECURITY BANK, NATIONAL ASSOCIATION,

NOT INDIVIDUALLY EXCEPT AS STATED THEREIN,

BUT SOLELY AS THE OWNER TRUSTEE,

AND

THE HOLDERS NAMED THEREIN


 


 


	
  Name of
  Assignor:

  	
  [                                   ]

  
	
   

  	
   

  
	
  Name of
  Assignee:

  	
  [                                   ]

  
	
   

  	
   

  
	
  Effective
  Date of Assignment:  

  	
  [                                   ]

  
	
   

  
	
   

  	
  Trust
  Agreement

  	
  Holder
  Advance        Commitment

  
	
   

  	
  Facility
  Assigned

  	
  Amount
  Assigned Percentage Assigned

  
	
   

  	
   

  
	
   

  	
  Holder
  Commitment

  	
  [$                     ]  [                     %]
  of the

  
	
   

  	
  Amount
  pursuant to

  	
   

  	
  aggregate
  Holder Commitment

  
	
   

  	
  above-referenced
  Trust

  	
   

  	
  (which is [        %]
  of the Assignor’s

  
	
   

  	
  Agreement

  	
   

  	
  Holder
  Commitment)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [                                                           ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [                                                           ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
													



 


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