CONVERGYS CORP
SECURITY AGREEMENT DATED 12/31/1998
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>5
<FILENAME>dex1014.txt
<DESCRIPTION>SECURITY AGREEMENT DATED 12/31/1998
<TEXT>
<PAGE>

Exhibit 10.14 to 2002 10-K

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                               SECURITY AGREEMENT

                          Dated as of December 31, 1998

                                     between

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
             not individually, but solely as the Owner Trustee under
                           the CRT Realty Trust 1998-1

                                       and

                               NATIONSBANK, N.A.,
                  as the Agent for the Lenders and the Holders

                          and accepted and agreed to by

                              CONVERGYS CORPORATION

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<PAGE>

                                TABLE OF CONTENTS

1. Definitions................................................................2

2. Grant of Security Interest.................................................4

3. Payment of Obligations.....................................................6

4. Other Covenants............................................................6

5. Default; Remedies..........................................................6

6. Remedies Not Exclusive.....................................................7

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

8. Duty of the Agent..........................................................8

9. Powers Coupled with an Interest............................................8

10. Execution of Financing Statements.........................................8

11. Security Agreement Under Uniform Commercial Code..........................8

12. Authority of the Agent....................................................9

13. Notices...................................................................9

14. Severability.............................................................10

15. Amendment in Writing; No Waivers; Cumulative Remedies....................10

16. Section Headings.........................................................10

17. Successors and Assigns...................................................10

18. The Borrower's Waiver of Rights..........................................10

19. GOVERNING LAW............................................................11

20. Obligations Are Without Recourse.........................................11

21. Partial Release; Full Release............................................11

22. Miscellaneous............................................................11

23. Conflicts with Participation Agreement...................................12

                                        i

<PAGE>

24. LESSEE AS A PARTY........................................................12

                                       ii

<PAGE>

                               SECURITY AGREEMENT

     This SECURITY AGREEMENT, dated as of December 31, 1998 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
this "Security Agreement"), is made between FIRST SECURITY BANK, NATIONAL
ASSOCIATION, a national banking association, not individually, but solely as
Owner Trustee under the CRT Realty Trust 1998-1 (the "Borrower"), and
NATIONSBANK, N.A., a national banking association ("Bank"), as agent for (a) the
Lenders (hereinafter defined) under the Credit Agreement dated as of December
31, 1998 (as amended, modified, extended, supplemented, restated and/or replaced
from time to time, the "Credit Agreement") by and among the Borrower, the
lending institutions from time to time parties thereto (the "Lenders") and Bank
as the agent for the Lenders and (b) the holders of the certificates issued
pursuant to the Amended and Restated Trust Agreement dated as of December 31,
1998 (as amended, modified, extended, supplemented, restated and/or replaced
from time to time, the "Trust Agreement") among the holders from time to time
parties thereto (the "Holders") and the Borrower, in its individual capacity
thereunder and in its capacity as Owner Trustee thereunder. The Lenders and the
Holders, together with their successors and permitted assigns, are collectively
referred to hereinafter as the "Secured Parties." Bank, in its capacity as agent
for the Secured Parties is referred to hereinafter as the "Agent.", and this
Security Agreement is accepted and agreed to by CONVERGYS CORPORATION, an Ohio
corporation.

                              Preliminary Statement

     Pursuant to the Credit Agreement, the Lenders have severally agreed to make
Loans to the Borrower in an aggregate amount not to exceed $29,100,000 upon the
terms and subject to the conditions set forth therein, to be evidenced by the
Notes issued by the Borrower under the Credit Agreement. Pursuant to the Trust
Agreement, the Holders have agreed to purchase the ownership interests of the
Trust created thereby in an aggregate amount not to exceed $900,000 upon the
terms and subject to the conditions set forth therein, to be evidenced by the
Certificates issued by the Borrower under the Trust Agreement. The Borrower
holds a ground leasehold interest in certain Properties pursuant to a ground
lease dated September 10, 1998 between Convergys Corporation and the Borrower.

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

     NationsBank, N.A. may not participate, assign or transfer all or any
portion of its interest hereunder or under the other Operative Agreements unless
the sum of the Holder Commitments and Lender Commitments in the aggregate
exceeds $30,000,000. NationsBank, N.A. may not, directly or indirectly, assign,
convey or otherwise transfer any of its right, title or interest in or to the
Trust Estate or the Operative Agreements unless the sum of the Holder
Commitments and the Lender Commitments in the aggregate exceeds $30,000,000.

<PAGE>

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

     1.   Definitions.

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

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

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

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

          "General Intangibles" shall mean any and all "general intangibles," as
     such term is defined in the Uniform Commercial Code, now owned or hereafter
     acquired by the Borrower, including without limitation all contracts,
     undertakings, or agreements in or

                                        2

<PAGE>

     under which the Borrower may now or hereafter have any right (other than
     any right evidenced by Chattel Paper, Documents or Instruments), title or
     interest, including without limitation any agreements relating to the terms
     of payment or the terms of performance of any Account.

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

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

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

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

          "Lessee" shall mean Convergys Corporation, an Ohio corporation, its
     successors, permitted assigns and permitted transferees.

          "Obligations" shall mean any and all obligations now existing or
     hereafter arising under the Credit Agreement, the Notes, the Trust
     Agreement, the Certificates and/or any other Operative Agreement.

          (b) Capitalized terms used but not otherwise defined in this Security
     Agreement shall have the respective meanings specified in the Credit
     Agreement or Appendix A to the Participation Agreement dated as of December
     31, 1998 (as amended, modified, extended, supplemented, restated and/or
     replaced from time to time in accordance with the applicable provisions
     thereof, the "Participation Agreement") among Lessee, the various parties
     thereto from time to time, as guarantors, the Borrower, the Holders, the
     Lenders and NationsBank, N.A., as agent for the Lenders and respecting the
     Security Documents, as the agent for the Lenders and the Holders, to the
     extent of their interests.

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

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<PAGE>

     2.   Grant of Security Interest.

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

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

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

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

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

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

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

               (g) all right, title and interest of the Borrower in and to all
          unearned premiums under insurance policies now held or subsequently
          obtained by the

                                        4

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

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

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

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

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

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

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

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

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

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

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

                                        5

<PAGE>

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

     3.   Payment of Obligations.

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

     4.   Other Covenants.

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

     5.   Default; Remedies.

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

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

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

          (b) If a Credit Agreement Event of Default has occurred and is
     continuing, the Agent may proceed by an action at law, suit in equity or
     other appropriate proceeding, to protect and enforce its rights, whether
     for the foreclosure of the Lien of this Security Agreement, or for the
     specific performance of any agreement contained herein or for an injunction
     against the violation of any of the terms hereof. The proceeds of any sale
     of

                                        6

<PAGE>

     any of the Trust Property shall be applied pursuant to Section 8.7 of the
     Participation Agreement. In addition, the Agent may proceed under Section
     11 hereof.

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

     6.   Remedies Not Exclusive.

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

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

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

                                        7

<PAGE>

     8.   Duty of the Agent.

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

     9.   Powers Coupled with an Interest.

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

     10.  Execution of Financing Statements.

     Pursuant to Section 9-402 of the Uniform Commercial Code, the Borrower
authorizes the Agent at the expense of the Borrower (such amounts to be paid
with funds provided by the Lessee for such purpose) to file financing statements
with respect to the Trust Property under this Security Agreement without the
signature of the Borrower in such form and in such filing offices as the Agent
reasonably determines appropriate to perfect the security interests of the Agent
under this Security Agreement. A carbon, photographic or other reproduction of
this Security Agreement shall be sufficient as a financing statement for filing
in any jurisdiction. For purposes of such financing statement, the Borrower
shall be deemed to be the debtor, and the Agent shall be deemed to be the
secured party. The address of the Borrower is 79 South Main Street, Salt Lake
City, Utah 84111, Attention: Val T. Orton, Vice President, and the address of
the Agent is NationsBank, N.A., 101 North Tryon Street, NC1-001-15-06,
Charlotte, NC 28255, Attention: Ms. Judy Dudley.

     11.  Security Agreement Under Uniform Commercial Code.

          (a) It is the intention of the parties hereto that this Security
     Agreement as it relates to matters of the grant, perfection and priority of
     security interests the subject hereof, shall constitute a security
     agreement within the meaning of the Uniform Commercial Code of the States
     in which the Trust Property is located. If a Credit Agreement Event of
     Default shall occur, then in addition to having any other right or remedy
     available at law or in equity, the Agent may proceed under the applicable
     Uniform Commercial Code and exercise such rights and remedies as may be
     provided to a secured party by such Uniform Commercial Code with respect to
     all or any portion of the Trust Property which is personal property
     (including without limitation taking possession of and selling such
     property). If the Agent shall elect to proceed under the

                                        8

<PAGE>

     Uniform Commercial Code, then fifteen (15) days' notice of sale of the
     personal property shall be deemed reasonable notice and the reasonable
     expenses of retaking, holding, preparing for sale, selling and the like
     incurred by the Agent shall include, but not be limited to, attorneys' fees
     and legal expenses. At the Agent's request, the Borrower shall assemble
     such personal property and make it available to the Agent at a place
     designated by the Agent which is reasonably convenient to both parties.

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

     12.  Authority of the Agent.

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

     13.  Notices.

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

                                        9

<PAGE>

     14.  Severability.

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

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

          (a) None of the terms or provisions of this Security Agreement may be
     waived, amended, supplemented or otherwise modified except in accordance
     with the terms of Section 12.4 of the Participation Agreement.

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

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

     16.  Section Headings.

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

     17.  Successors and Assigns.

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

     18.  The Borrower's Waiver of Rights.

     Except as otherwise set forth herein, to the fullest extent permitted by
law, the Borrower waives the benefit of all laws now existing or that may
subsequently be enacted providing for (a) any appraisement before sale of any
portion of the Trust Property, (b) any extension of the time for the enforcement
of the collection of the indebtedness or the creation or extension of a period
of redemption from any sale made in collecting such debt and (c) exemption of
any portion of the

                                       10

<PAGE>

Trust Property from attachment, levy or sale under execution or exemption from
civil process. Except as otherwise set forth herein, to the fullest extent the
Borrower may do so, the Borrower agrees that the Borrower will not at any time
insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force providing for any appraisement, valuation, stay, exemption,
extension or redemption, or requiring foreclosure of this Security Agreement
before exercising any other remedy granted hereunder and the Borrower, for the
Borrower and its successors and assigns, and for any and all Persons ever
claiming any interest in the Trust Property, to the extent permitted by law,
hereby waives and releases all rights of redemption, valuation, appraisement,
stay of execution, notice of election to mature or declare due the whole of the
Obligations and marshalling in the event of foreclosure of the Liens hereby
created.

     19.  GOVERNING LAW.

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

     20.  Obligations Are Without Recourse.

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

     21.  Partial Release; Full Release.

     The Agent may release for such consideration as it may require any portion
of the Trust Property without (as to the remainder of the Trust Property) in any
way impairing or affecting the Lien, security interest and priority herein
provided for the Agent compared to any other Lien holder or secured party.
Further, the Agent shall execute and deliver to the Borrower such documents and
instruments as may be required to release the Lien and security interest created
by this Security Agreement with respect to the Properties as provided in Section
8.8 of the Participation Agreement or to grant the easements and permit the
other matters provided for in Section 8.5 of the Participation Agreement.

     22.  Miscellaneous.

          (a) This Security Agreement is one (1) of the documents which create
     Liens and security interests that secure payment and performance of the
     Obligations. The Agent, at its election, may commence or consolidate in a
     single action all proceedings to realize upon all such Liens and security
     interests. The Borrower hereby waives (i) any objections to the
     commencement or continuation of an action to foreclose the Lien of this
     Security Agreement or exercise of any other remedies hereunder based on any
     action being prosecuted or any judgment entered with respect to the
     Obligations or any Liens or security interests that secure payment and
     performance of the Obligations and (ii) any objections to the commencement
     of, continuation of, or entry of a judgment in any such

                                       11

<PAGE>

     other action based on any action or judgment connected to this Security
     Agreement. In case of a foreclosure sale, the Trust Property may be sold,
     at the Agent's election, in one (1) parcel or in more than one (1) parcel
     and the Agent is specifically empowered (without being required to do so,
     and in its sole and absolute discretion) to cause successive sales of
     portions of the Trust Property to be held.

          (b) This Security Agreement may not be amended, waived, discharged or
     terminated except in accordance with Section 12.4 of the Participation
     Agreement. Upon the prior written consent of the Majority Secured Parties,
     the Agent may release any portion of the Trust Property or any other
     security, and grant such extensions and indulgences in relation to the
     Obligations secured hereby without in any manner affecting the priority of
     the Lien hereof on any part of the Trust Property.

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

     23.  Conflicts with Participation Agreement.

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

     24.  LESSEE as a Party.

     LESSEE HAS EXECUTED THIS SECURITY AGREEMENT FOR THE PURPOSE OF SUBJECTING
TO THE SECURITY INTERESTS GRANTED HEREUNDER ALL OF ITS RIGHT, TITLE, ESTATE AND
INTEREST, IF ANY, IN AND TO THE TRUST PROPERTY TO SECURE ALL OBLIGATIONS OF ALL
CREDIT PARTIES UNDER THE OPERATIVE AGREEMENTS. ACCORDINGLY, LESSEE HEREBY GRANTS
TO THE AGENT (FOR THE BENEFIT OF THE LENDERS AND THE HOLDERS) A SECURITY
INTEREST IN AND TO ALL OF ITS RIGHT, TITLE, ESTATE AND INTEREST, IF ANY, IN AND
TO THE TRUST PROPERTY (TO THE EXTENT LESSEE HAS ANY RIGHT, TITLE OR INTEREST
THEREIN AND WITHOUT REGARD TO ANY LANGUAGE IN SECTION 2 OR THE DEFINITION OF
"TRUST PROPERTY' OR ANY DEFINITION OF ANY ITEM CONSTITUTING THE TRUST PROPERTY
WHICH OTHERWISE WOULD LIMIT THE TRUST PROPERTY TO THE RIGHT, TITLE AND INTEREST
OF THE BORROWER THEREIN) TO SECURE ALL OBLIGATIONS OF ALL CREDIT PARTIES UNDER
THE OPERATIVE AGREEMENTS. LESSEE ACKNOWLEDGES AND AGREES THAT, UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT, THE AGENT SHALL HAVE THE RIGHT TO EXERCISE
ANY OR ALL OF ITS REMEDIES HEREUNDER AS AGAINST ANY SUCH RIGHT, TITLE, ESTATE OR
INTEREST OF LESSEE IN OR TO THE TRUST PROPERTY.

                            [signature page follows]

                                       12

<PAGE>

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

                                FIRST SECURITY BANK, NATIONAL
                                ASSOCIATION, not individually, but solely as the
                                Owner Trustee under the CRT Realty Trust 1998-1


                                By: /s/ Val T. Orton
                                   --------------------------------------------
                                Name:   Val T. Orton
                                     ------------------------------------------
                                Title:  Vice President
                                      -----------------------------------------


                                NATIONSBANK, N.A., as the Agent for the
                                Lenders and the Holders


                                By: /s/ John E. Williams
                                   --------------------------------------------
                                Name:   John E. Williams
                                     ------------------------------------------
                                Title:  Sr. Vice President
                                      -----------------------------------------

Accepted and Agreed to:

CONVERGYS CORPORATION


By: /s/ Robert P. Komin, Jr.
   -----------------------------------------
Name:   Robert P. Komin, Jr.
     ---------------------------------------
Title:  Vice President Finance and Treasurer
      ---------------------------------------

</TEXT>
</DOCUMENT>
