exv10w17



 





Exhibit 10.17




LEASE




21624 PERIMETER ROAD, PALM BEACH INTERNATIONAL AIRPORT,

WEST PALM BEACH, FLORIDA




BY AND BETWEEN




CSC APPLIED TECHNOLOGIES, LLC

AS LANDLORD




AND




GULFSTREAM INTERNATIONAL AIRLINES, INC.

AS TENANT




[CSC LOGO]




 









 





LEASE




21624 PERIMETER ROAD, PALM BEACH INTERNATIONAL AIRPORT,

WEST PALM BEACH, FLORIDA




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 1 REFERENCE DATA
	 	 	4	 
	1.1 Defined Terms
	 	 	4	 
	1.2 Exhibits
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 2 PREMISES AND TERM
	 	 	6	 
	2.1 The Premises, Common Areas and Parking
	 	 	6	 
	2.2 Term
	 	 	7	 
	2.3 Extension Option
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 3 RENT
	 	 	8	 
	3.1 Rent and Additional Rent
	 	 	8	 
	3.2 Operating Expenses
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 4 ALTERATIONS
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 5 LANDLORD’S OBLIGATIONS AND RIGHTS
	 	 	11	 
	5.1 Services Furnished by Landlord
	 	 	11	 
	5.2 Repairs and Maintenance
	 	 	112	 
	5.3 Quiet Enjoyment
	 	 	112	 
	5.4 Insurance
	 	 	112	 
	5.5 Changes by Landlord
	 	 	112	 
	5.6 Access to Premises; Utility Suspension
	 	 	112	 
	5.7 Failure to Provide Services and Repairs
	 	 	123	 
	5.8 Inclusion of Costs in Operating Expenses
	 	 	123	 
	 
	 	 	 	 
	ARTICLE 6 TENANT’S COVENANTS
	 	 	123	 
	6.1 Payments
	 	 	123	 
	6.2 Repair and Yield Up
	 	 	123	 
	6.3 Use
	 	 	124	 
	6.4 Assignment; Sublease
	 	 	145	 
	5.5 Waiver and Indemnity
	 	 	157	 
	6.6 Tenant’s Insurance
	 	 	168	 
	6.7 Right of Entry
	 	 	168	 
	6.8 Payment of Taxes
	 	 	169	 
	6.9 Environmental Compliance
	 	 	179	 
	 
	 	 	 	 
	ARTICLE 7 DEFAULT
	 	 	20	 
	7.1 Events of Default
	 	 	20	 






[CSC LOGO]




- 2 -









 





	 	 	 	 	 
	 
	 	 	 	 
	7.2 Damages
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 8 CASUALTY AND TAKING
	 	 	202	 
	8.1 Damage by Fire and Other Casualty
	 	 	202	 
	8.2 Eminent Domain
	 	 	203	 
	 
	 	 	 	 
	ARTICLE 9 RIGHTS OF PARTIES HOLDING PRIOR INTERESTS
	 	 	214	 
	9.1 Subordination
	 	 	214	 
	9.2 Modification, Termination, and Cancellation
	 	 	214	 
	 
	 	 	 	 
	ARTICLE 10 MISCELLANEOUS
	 	 	215	 
	10.1 Financial Statements; Authority
	 	 	215	 
	10.2 Notices
	 	 	225	 
	10.3 No Waiver or Oral Modification
	 	 	225	 
	10.4 Acceptance of Partial Payments of Rent; Delivery of Keys
	 	 	225	 
	10.5 Cumulative Remedies
	 	 	226	 
	10.6 Partial Invalidity
	 	 	226	 
	10.7 Self-Help
	 	 	226	 
	10.8 Tenant’s Estoppel Certificate
	 	 	236	 
	10.9 Waiver of Subrogation
	 	 	237	 
	10.10 All Agreements; No Representations
	 	 	237	 
	10.11 Brokerage
	 	 	237	 
	10.12 Successors and Assigns
	 	 	248	 
	10.13 Submission Not an Option
	 	 	248	 
	10.14 Applicable Law
	 	 	248	 
	10.15 Waiver of Jury Trial
	 	 	248	 
	10.16 Attorneys’ Fees
	 	 	248	 
	10.17 Surrender
	 	 	248	 
	10.18 Holdover
	 	 	248	 
	10.19 Late Payment
	 	 	259	 
	10.20 Time of Essence
	 	 	259	 
	10.21 Force Majeure
	 	 	259	 
	10.22 Limitation On Liability
	 	 	30	 
	10.23 Recording
	 	 	30	 
	10.24 Approval of Lease
	 	 	30	 






[CSC LOGO]




- 3 -









 








LEASE




1624 Perimeter Road, Palm Beach International Airport,

West Palm Beach, Florida




          THIS INSTRUMENT IS AN INDENTURE OF LEASE, effective August 1, 2006 (the “Effective Date”) in
which the Landlord and the Tenant are the parties hereinafter named, and which relates to space at
1624 Perimeter Road, Palm Beach International Airport, West Palm Beach, Florida. The parties to
this instrument hereby agree with each other as follows:




ARTICLE 1 REFERENCE DATA




1.1 Defined Terms.




          The terms listed below shall have the following meanings throughout this Lease:




	 	 	 
	 
	 	 
	“EXECUTION DATE”:

	 	The date on which both parties have executed this Lease
	 
	 	 
	“LANDLORD”:

	 	CSC Applied Technologies LLC,

a Delaware limited liability company
	 
	 	 
	“LANDLORD’S ADDRESS”:

	 	801 Clematis Street
	 

	 	West Palm Beach, FL 33401

Attn: Timothy Legel, Program Manager
	 
	 	 
	 

	 	For notice purposes, copies shall also be sent to:
	 
	 	 
	 

	 	Computer Sciences Corporation

2100 East Grand Avenue

El Segundo, CA 90245

Attn: Senior Real Estate Counsel
	 
	 	 
	 

	 	CSC Applied Technologies, LLC 

801 Clematis Street 

West Palm Beach, FL 33401

Attn: Kay S. Diekemper, Senior Contracts Manager
	 
	 	 
	“TENANT”:

	 	Gulfstream International Airlines, Inc., 

a Florida corporation
	 
	 	 
	“TENANT’S ADDRESS”:

	 	1624 Perimeter Road

Palm Beach International Airport

West Palm Beach, Florida






[CSC LOGO]




- 4 -









 








	 	 	 
	 
	 	 
	 

	 	For notice purposes, a copy shall also be sent to:
	 
	 

	 	Gulfstream International Airlines, Inc.

3201 Griffin Road 

Ft. Lauderdale, FL 33312

Attn: Thomas P. Cooper
	 
	 	 
	“BUILDING”:

	 	The building located at 1624 Perimeter Road, Palm Beach International Airport, West Palm
Beach, Florida, consisting of approximately 63,698 rentable square feet
	 
	 	 
	“PROPERTY”:

	 	The Building and the legal parcels (the “Lot”) on which the Building and its parking areas are
situated. The Lot is described in Exhibit B, attached hereto. The term “Property” shall also
include any additional improvements constructed on the Lot and any additional parking lot or
garage providing parking for the Building as provided in Section 2.l(c).
	 
	 	 
	“PREMISES”:

	 	The Hangar (Room 118), Stock Room (Room 120), Battery Room, Hangar Office (Room 109), Clean
Room (Room 110), Clean Room (Room 111), Storage Room (Room 112), Comm. Room (Room 113), Locker
(Room 114), Break Room (Room 115), Corridor (Room 116), and Shower (Room 117) on the first
floor of the Building (as shown on Exhibit A-1), and the Apron Area, (as shown on Exhibit
A-2).
	 
	 	 
	“RENTABLE SQUARE FEET 

IN THE PREMISES”:

	 	Approximately 54,456 rentable square feet
	 
	 	 
	“COMMENCEMENT DATE”:

	 	August 1, 2006
	 
	 	 
	“INITIAL TERM”:

	 	Beginning on the Commencement Date and ending on midnight on March 31, 2008
	 
	 	 
	“RENT”:

	 	At the rate of $86,400.00 per annum, based on a rental rate of $0.13222 per rentable square
foot, payable without deduction, setoff, or demand except as otherwise provided in this Lease,
in equal monthly installments of Seven Thousand Two Hundred Dollars ($7,200.00) per calendar
month
	 
	 	 
	“PERMITTED USES”:

	 	Hangar/office/terminal facility providing operational support for the U.S. Navy’s Atlantic
Undersea Test and






[CSC LOGO]




- 5 -









 








	 	 	 
	 
	 	 
	 

	 	Evaluation Center (AUTEC), consistent with Section 6.3
hereof.
	 
	 	 
	“TENANT’S PARKING 

SPACES”:

	 	Tenant shall have the right to use four (4)
parking spaces in the parking lot adjacent to the
Building
	 
	 	 
	“SECURITY DEPOSIT”:

	 	No security deposit will be required of Tenant
	 
	 	 
	“RULES AND REGULATIONS”:

	 	Rules and regulations applicable to the Building
and Property and the Common Areas (the “Rules and
Regulations”) adopted by and as may be amended or
altered by Landlord from time to time. The
initial Rules and Regulations are attached hereto
as Exhibit E.






1.2 Exhibits




          There are attached hereto and incorporated as a part of this Lease:




	 	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	EXHIBIT A-1
	 	–
	 	First Floor of Building
	 

	 	(b)
	 	EXHIBIT A-2
	 	–
	 	Apron Area
	 

	 	(c)
	 	EXHIBIT B
	 	–
	 	Description of Lot
	 

	 	(d)
	 	EXHIBIT C
	 	–
	 	First Floor Passenger Processing/Operations Area
	 

	 	(e)
	 	EXHIBIT D
	 	–
	 	Ground Lease
	 

	 	(f)
	 	EXHIBIT E
	 	–
	 	Building Rules and Regulations






ARTICLE 2 PREMISES AND TERM




2.1 The Premises, Common Areas and Parking.




          (a) Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises, as
generally shown on Exhibit A-1 and Exhibit A-2. The Premises shall not include exterior faces of
exterior walls and exterior window glass; anything beyond the interior face of demising walls; and
pipes, ducts, conduits, wires and fixtures serving other parts of the Building, but does include
any additional telephone closets or other utility, mechanical or storage spaces or facilities made
available during the Term for Tenant’s exclusive use.




          (b) Tenant shall also have the right to use the Common Areas in common with other tenants.
The Common Areas include the Building’s common lobbies, corridors, stairways, loading platforms and
elevators, the common walkways and driveways necessary for access to the Building, the common
toilets and shower areas, and corridors and elevator lobbies of any multi-tenant floor. All use of
the Common Areas shall be only upon the terms set forth at any time by Landlord.




          (c) Tenant shall be entitled to use Tenant’s Parking Spaces (set out in Section 1.1) in the
parking lots serving the Building. It is understood that Landlord shall not be responsible for
policing said parking lots but that Landlord will limit the number of parking spaces leased to
other




[CSC LOGO]




- 6 -









 







tenants in the Building so as to ensure that the number of parking spaces which Tenant is
entitled to use are available for Tenant’s use. Tenant shall cooperate with Landlord to assure
that Tenant and its employees and visitors observe all parking regulations established by Landlord
from time to time and to assure that Tenant and its employees and visitors do not use more parking
spaces than the number of parking spaces provided to Tenant hereunder.




          (d) Tenant is hereby granted a revocable license to use, in common with the Landlord, the area
in the Building known as the “First Floor Passenger Processing/Operations Area”, as shown on
Exhibit C, subject to Rules and Regulations, and as the same may be amended by the Landlord from
time to time.




          (e) Notwithstanding the foregoing, or anything herein to the contrary, Landlord shall retain
the right and is hereby granted, at no cost to Landlord, an irrevocable license for the Term hereof
to use and access in common with Tenant and without limitation the entire Premises, with the
exception only of the Stock Room (Room 120).




2.2 Term.




          Both parties shall be bound by all the terms of this Lease as of the Effective Date. The Term
(as hereinafter defined) of this Lease shall commence on the Commencement Date, and shall continue
for the length of the Initial Term set forth in Section 1.1 unless sooner terminated or extended as
hereinafter provided.




2.3 Extension Option.




          (a) Tenant shall have the option to extend the Initial Term of this Lease for four (4)
successive periods of three (3) years each (any such period being herein referred to as an
“Extension Period”), on all of the terms and conditions contained in this Lease, provided that
Landlord shall not be obligated to undertake any leasehold improvements to the Premises, the Rent
for any such Extension Period shall be calculated as set forth in this Section 2.3, such Extension
Period may be adjusted by Landlord to less than three (3) years to coincide with the term of any
ground lease governing the Property, and there shall be no additional extension options beyond the
fourth (4th ) Extension Period, the parties agreeing that the maximum Term of this
Lease, including the extensions, shall be approximately fourteen (14) years. Tenant shall exercise
its extension option by giving Landlord written notice of its election to do so, on or before the
date that is one hundred twenty (120) days prior to the expiration of the Term; provided, however,
that if Tenant fails to give timely notice to Landlord of Tenant’s exercise of an extension option,
Tenant shall be deemed to have waived its rights under this Section 2.3 to extend the Term. The
word “Term” as used in this Lease shall include the Initial Term and the Extension Periods where
the context so requires.




          (b) The Rent during the Extension Period shall be equal to Landlord’s then-current rental
obligations to Palm Beach County Board of County Commissioners (the “County”) pursuant to the
Ground Lease attached as Exhibit D, and shall be adjusted to include Tenant’s proportionate share
of Landlord’s Operating Expenses, (the “Extension Rent”). Landlord shall give Tenant notice of the
amount of the Extension Rent promptly after Tenant notifies Landlord of its election to exercise
its extension option. If Tenant does not notify Landlord within such twenty (20) day period of
Tenant’s disagreement with Landlord’s determination of the Extension Rent, Tenant shall be




[CSC LOGO]




- 7 -









 







deemed to have waived its right to do so and the Extension Rent as determined by Landlord
shall be conclusive and binding.




          (c) Notwithstanding any contrary provision of this Section 2.3 or any other provision of this
Lease, Tenant’s rights to extend this Lease under this Section 2.3 shall be void and of no effect
unless on the date Tenant notifies Landlord that it is exercising its extension option and on the
date of commencement of the Extension Period (i) this Lease is in full force and effect, (ii)
Tenant is not in default of any of its obligations under this Lease beyond any applicable cure
periods, (iii) Tenant has neither assigned this Lease nor sublet more than fifty percent (50%) of
the Premises, and (iv) Tenant is occupying at least fifty percent (50%) of the Premises; provided,
however, that Landlord reserves the right to waive the provisions of this subsection 2.3(c).




ARTICLE 3 RENT




3.1 Rent and Additional Rent.




          (a) Tenant shall pay one-twelfth (1/12) of the annual Rent, in advance, on the first day of
each calendar month during the Term. For any partial month at the beginning or end of the Term,
Tenant shall pay a proportional share of the amount that would be due for a full month and with
respect to a partial month at the beginning of the Term, Tenant shall pay such proportional share
on the Commencement Date. In addition to the Rent, Tenant shall pay all additional rent and rental
adjustments provided herein at the times set forth herein, or if no time for payment is specified,
then payment shall be made within fifteen (15) days after Tenant’s receipt of an invoice from
Landlord or another billing authority. All payments shall be made to Landlord at Landlord’s
Address or such other place as Landlord may designate in writing, without prior demand and without
deduction or offset except as may be specifically set forth herein. Tenant shall not pay, and
Landlord shall not accept, any rental payment more than one month in advance.




          (b) At its option the Landlord may set off Rent and any additional rent owed by Tenant under
this Lease against monies due Tenant, based on invoices submitted by Tenant to Landlord,
uncontested by Landlord, and pursuant to a separate contract between the parties, more particularly
described as Subcontract 05-C-1277-03 (the “Rent Setoff Option”). Should Landlord elect the Rent
Setoff Option, Tenant shall, prior to the first day of each calendar month during the Term for
which Rent is due, deduct amounts from any invoices from Tenant to Landlord under the Subcontract
for the total sum of Rent and any additional rent due under this Lease. In the event Tenant does
not furnish an invoice, Tenant shall promptly mail Rent to Landlord’s Address.




3.2 Operating Expenses.




          (a) The parties acknowledge and agree that Rent is inclusive of Tenant’s proportionate share
of Landlord’s operating expenses, as reasonably calculated by Landlord as of the Effective Date.
Such Operating Expenses included as a part of Rent includes the following expenses actually
incurred or reasonably estimated by Landlord: utilities, water, janitorial services, pest control,
lawn service, fire and alarm services, and disposal assessments. All other expenses such as
permits, license fees, and those not specifically listed above shall be borne by the Tenant and are
not included in the lease amount herein specified.




[CSC LOGO]




- 8 -









 








          (b) In the event of (i) an increase in any Operating Expense listed in Section 3.2(a) over and
beyond twenty percent (20%) of the preceding billing period for that Operating Expense, or (ii) the
occurrence or need of additional operating expense not originally included as part of Rent, and
that is actually incurred by Landlord, such operating expense(s) shall be passed on to Tenant
proportionately as additional rent, upon delivery of accounting by Landlord. Landlord agrees to
promptly notify Tenant of any anticipated additional rent Tenant may owe under this Section 3.2(b).




          (c) Notwithstanding anything to the contrary in this Lease, in the event Tenant installs or
operates any heavy duty mechanical or electrical equipment or conducts any business or undertakes
any activities in the Premises which causes Landlord’s Operating Expenses to otherwise increase by
an excessive amount as reasonably determined by Landlord, Tenant shall be solely responsible for
the costs of any excess electrical, water, gas, or other utility consumption or other charges that
may be occasioned thereby, in which event, the charges attributable to such excess consumption or
other charges shall not be considered an Operating Expense or allocated proportionately to Tenant,
but shall instead be added to and payable on a monthly basis as additional rent.




ARTICLE 4 ALTERATIONS




          4.1 Tenant shall not make any alterations, decorations, additions, installations, substitutes
or improvements (“Alterations”) in and to the Premises, without first obtaining Landlord’s written
consent which consent shall not unreasonably be withheld or delayed; however, Tenant acknowledges
that Landlord shall have no obligation to consent to Alterations that would or could, in Landlord’s
reasonable judgment, (i) violate the Certificate of Occupancy for the Premises or the terms of any
superior lease or mortgage affecting the Property, (ii) affect the appearance, value, or structure
of the Building, (iii) require excessive removal expenses, (iv) affect any other part of the
Building or affect the mechanical, electrical, sanitary or other service systems of the Building,
(v) involve the installation of any materials subject to any liens or conditional sales contracts
or (vi) require unusual expense to readapt the Premises on expiration or termination of this Lease.
Tenant shall pay Landlord’s reasonable costs of reviewing or inspecting any proposed Alterations.




          4.2 All work on any Alterations shall be done at reasonable times in a first-class workmanlike
manner, by contractors approved by Landlord, and according to plans and specifications approved by
Landlord. All work shall be done in compliance with all applicable laws, regulations, and rules of
any government agency with jurisdiction, and with all regulations of the Board of Fire Underwriters
or any similar insurance body or bodies. Tenant shall be solely responsible for the effect of any
Alterations on the Building’s structure and systems, whether or not Landlord has consented to the
Alterations. Upon completion of any Alterations, Tenant shall provide Landlord with a complete set
of “as-built” plans.




          4.3 Tenant shall keep the Property and Tenant’s leasehold interest therein free of any liens
or claims of liens, and shall discharge any such liens within ten (10) days of their filing.
Before commencement of any work, Tenant’s contractor shall provide any completion and lien
indemnity bond required by Landlord, and Tenant shall provide evidence of commercial general
liability insurance with such limits as Landlord may reasonably require, naming Landlord as an
additional insured, and evidence that each contractor and subcontractor carries worker’s
compensation insurance in statutory amounts covering all of its employees. Tenant shall indemnify
Landlord and




[CSC LOGO]




- 9 -









 







hold it harmless from and against any cost, claim, or liability arising from any work done by
Tenant. All of Tenant’s work shall (i) be performed in such manner as not to interfere with the
occupancy of any other tenant in the Building, nor delay or impose any additional expense upon
Landlord in the construction, maintenance or operation of the Building, and (ii) be coordinated
with any work being performed by Landlord and in such manner as to maintain harmonious labor
relations and not cause any work stoppage or damage the Building or Lot or interfere with Building
construction or operation. Landlord may post any notices it considers necessary to protect it from
responsibility or liability for any Alterations, and Tenant shall give sufficient notice to
Landlord to permit such posting.




          4.4 All Alterations affixed to the Premises shall become part thereof and remain therein at
the end of the Term. However, if Landlord gives Tenant a notice to remove any Alterations at the
end of the Term, Tenant shall do so and shall pay the cost of removal and any repair required by
such removal. Any Alterations not affixed to the Premises and all of Tenant’s personal property,
trade fixtures, equipment, furniture and movable partitions, shall remain Tenant’s property,
removable at any time. If Tenant fails to remove any such materials at the end of the Term, they
shall be deemed to have been abandoned and Landlord may remove and store them at Tenant’s expense,
without liability to Tenant, and may sell them at public or private sale and apply the proceeds to
any amounts due hereunder, including costs of removal, storage and sale.




ARTICLE 5 LANDLORD’S OBLIGATIONS AND RIGHTS




5.1 Services Furnished by Landlord.




          (a) Landlord shall furnish the following: (i) cleaning services for Building Common Areas and
the Premises, (ii) rubbish removal, (iii) window cleaning, (iv) rest room supplies, (v) sewer and
water service to the Building’s rest rooms, (vi) landscape maintenance, (vii) snow removal for
walks, driveways and parking areas, (viii) maintenance of plantings in interior Common Areas,
(ix) standard HVAC service, and, (x) such other services, utilities, facilities and supplies as may
be deemed necessary in Landlord’s reasonable judgment. In the event that Landlord is prevented or
delayed from providing any service, Landlord shall not be liable to Tenant therefor, nor shall
Tenant be entitled to any abatement or reduction of rent by reason thereof, nor shall the same give
rise to a claim in Tenant’s favor that such failure constitutes actual or constructive, total or
partial, eviction from the Premises. Landlord also reserves the right to institute such policies,
programs and measures as may be necessary, required or expedient for the conservation or
preservation of energy services or as may be required to comply with applicable laws, codes, rules,
regulations or standards.




          (b) Subject to the provisions of Sections 3.2(b) and 3.2(c) Landlord shall provide electric
power for normal lighting and office machine use. Tenant’s use of electrical energy in the
Premises shall not at any time exceed the capacity of any of the electrical conductors or equipment
in or otherwise serving the Premises. Landlord, at its option and at Tenant’s expense, may require
separate metering and billing to Tenant for the electric power required for any special equipment
(such as computers and reproduction equipment).




[CSC LOGO]




- 10 -









 








5.2 Repairs and Maintenance.




          Landlord shall repair and maintain the Common Areas and the roof, exterior walls and
structural portions of the Building and the basic plumbing, electrical, mechanical and heating,
ventilating and air-conditioning systems therein, unless such repair or maintenance is attributable
to any action of Tenant or any matter for which Tenant is responsible under the provisions hereof.




5.3 Quiet Enjoyment.




          Upon Tenant’s paying the rent and performing its other obligations, Landlord shall permit
Tenant to peacefully and quietly hold and enjoy the Premises, subject to the provisions hereof.




5.4 Insurance.




          Landlord shall not carry any insurance on any of Tenant’s property, and shall not be obligated
to repair or replace any of it.




5.5 Changes by Landlord.




          Landlord may at any time make any changes, additions, improvements, repairs or replacements to
the Property, including the Common Areas, that it considers desirable and may lay pipes, conduits,
wires and the like above the ceiling or in the walls in the Premises, provided the same are not
visible from within the Premises. In so doing, Landlord may use or temporarily close any of the
Common Areas, or permanently change their configuration. Landlord shall use reasonable efforts to
minimize interference with Tenant’s normal activities, but no such interference shall constitute
constructive eviction or give rise to any abatement of rent or liability of Landlord to Tenant.




5.6 Access to Premises; Utility Suspension.




          Landlord shall have reasonable access to the Premises to inspect Tenant’s performance
hereunder and to perform any acts required of or permitted to Landlord herein, and may temporarily
stop any service or utility system in conjunction therewith. Landlord shall use reasonable efforts
to minimize interference with Tenant’s normal activities, but no such interference shall constitute
constructive eviction or give rise to any abatement of rent or liability of Landlord to Tenant.
Landlord shall at all times have a key (or set of keys) to the Premises, and Tenant shall not
install any additional lock without Landlord’s consent. Any entry into the Premises by Landlord,
under this Section 5.6 or any other section of this Lease permitting such entry, shall be on
reasonable advance notice; provided, however, that such restriction shall not apply to any
situation that Landlord in good faith believes to be an emergency.




5.7 Failure to Provide Services and Repairs.




          Landlord shall not be liable for any failure to perform any act or provide any service
required hereunder unless Tenant shall have given notice of such failure, and such failure
continues for at least thirty (30) days thereafter. If any such failure is caused by factors
beyond Landlord’s reasonable control, then Landlord shall not be liable to Tenant in any event
except in case of gross negligence or willful misconduct by the Landlord. No such failure whether
or not within Landlord’s



[CSC LOGO]


- 11 -









 






reasonable control, shall constitute constructive eviction or give rise to any rental
abatement or reduction. Tenant hereby waives any right to make repairs or provide maintenance at
Landlord’s expense under any law or ordinance.




5.8 Inclusion of Costs in Operating Expenses.




          Nothing in this Article shall be construed to modify the definition of Operating Expenses, or
otherwise amend the calculation of Operating Expenses.




ARTICLE 6 TENANT’S COVENANTS




          Tenant covenants until the end of the Term and for such further time as Tenant occupies any
part of the Premises:




6.1 Payments.




          Tenant shall pay when due all Rent and all additional rent and other charges of any kind
hereunder.




6.2 Repair and Yield Up.




          Tenant shall keep the Premises in good order and condition, and shall promptly repair any
damage to the Premises or the rest of the Property caused by Tenant or its agents, servants,
employees, invitees, licensees or independent contractors. Landlord may require such repair to be
done by a contractor designated by Landlord at Tenant’s cost, provided that costs to be charged to
Tenant are reasonable and competitive. At the end of the Term, Tenant shall peaceably yield up the
Premises in good order, repair and condition, except for reasonable wear and tear and any casualty
damage for which Landlord has received insurance proceeds. Tenant shall remove its own property
and (if required by Landlord) any Alterations, repairing any damage caused by such removal and
restoring the Premises and leaving them clean and neat.




6.3 Use.




          (a) Tenant shall use the Premises only for the Permitted Uses, and shall not use or permit the
Premises to be used for any other purpose. Tenant shall not use or occupy the Premises in
violation of: (i) any ground lease, recorded covenants, and/or conditions and restrictions
affecting the Property, (ii) any law or ordinance or any Certificate of Occupancy issued for the
Building or the Premises, or (iii) any Rules and Regulations issued by Landlord for the Building of
which Tenant has been given a copy. Tenant shall comply with any directive of any governmental
authority with respect to Tenant’s use or occupancy of the Premises. Tenant shall not do or permit
anything in or about the Premises which will in any way damage the Premises, cause any unreasonable
noise to emanate from the Premises, obstruct or interfere with the rights of other tenants or
occupants of the Building, or injure or annoy them, or use the Premises or allow them to be used
for any unlawful purpose. Tenant shall not cause, maintain or permit any nuisance in, on or about
the Premises, or commit or allow any waste in or upon the Premises. Tenant shall not use utility
services in excess of amounts reasonably determined by Landlord to be within the normal range of
demand for the Permitted Uses.




[CSC LOGO]




- 12 -









 








          (b) Tenant shall, throughout the Term, promptly comply, or cause compliance, with all Legal
Requirements of all Governmental Authorities which may be applicable to the Premises or the use or
manner of use thereof. Such compliance shall be at Tenant’s sole cost. “Legal Requirements” means
any and all applicable laws and ordinances and the orders, rules, regulations and requirements of
all Governmental Authorities whether or not the same shall presently be in force or within the
contemplation of the parties hereto or shall involve any change of governmental policy, which may
be applicable to the Lease, the Rent or the Premises or the use or manner of use of the Premises.
“Governmental Authorities” means all federal, state, county and municipal governments and
appropriate departments, commissions, boards, subdivisions, and officers thereof, the Board of Fire
Underwriters or similar body having jurisdiction, foreseen or unforeseen, ordinary as well as
extraordinary, and whether or not the same shall presently be within the contemplation of the
parties hereto.




          (c) Tenant shall not obstruct any of the Common Areas or any portion of the Property outside
the Premises, and shall not place or permit any signs, curtains, blinds, shades, awnings, aerials
or flagpoles, or the like, visible from outside the Premises.




          (d) Tenant shall, at its sole cost and expense, keep the Premises equipped with all safety
appliances required by law because of any use made by Tenant, and shall procure all licenses and
permits required because of such use, including, without limitation, a Multi-Sector Generic Permit
for Stormwater Discharge Associated with Industrial Activity from the Florida Department of
Environmental Protection. This provision shall not broaden the Permitted Uses.




          (e) Tenant shall not place a load upon the floor of the Premises exceeding the load per square
foot such floor was designed to carry, as determined by Landlord or its structural engineer.
Partitions shall be considered as part of the load. Landlord may prescribe the weight and position
of all safes, files and heavy equipment that Tenant desires to place in the Premises, so as
properly to distribute their weight. Tenant’s business machines and mechanical equipment shall be
installed and maintained so as not to transmit noise or vibration to the Building structure or to
any other space in the Building. Tenant shall be responsible for the cost of all structural
engineering required to determine structural load and all acoustical engineering required to
address any noise or vibration caused by Tenant.




          (f) Tenant shall not keep or use any article in the Premises, or permit any activity therein,
which is prohibited by any insurance policy covering the Building, or would result in an increase
in the premiums thereunder. In determining whether increased premiums are a result of Tenant’s
activity, a schedule issued by the organization computing the insurance rate on the Building or the
Leasehold Improvements, showing the various components of the rate, shall be conclusive evidence.
Tenant shall promptly comply with all reasonable requirements of the insurance authority or of any
insurer relating to the Premises. If the use or occupation of the Premises by Tenant or by anyone
Tenant allows on the Premises causes or threatens cancellation or reduction of any insurance
carried by Landlord, Tenant shall remedy the condition immediately upon notice thereof. Upon
Tenant’s failure to do so, Landlord may, in addition to any other remedy it has under this Lease,
enter the Premises and remedy the condition, at Tenant’s cost, which Tenant shall promptly pay as
additional rent. Landlord shall not be liable for any damage or injury caused as a result of such
an entry, and shall not waive its rights to declare a default because of Tenant’s failure.




[CSC LOGO]




- 13 -









 








6.4 Assignment; Sublease.




          (a) Tenant shall not assign, mortgage, pledge or otherwise transfer this Lease or make any
sublease of the Premises, or permit occupancy of any part thereof by anyone other than Tenant (any
such act being referred to herein as a “Transfer” and the other party with whom Tenant undertakes
such act being referred to herein as a “Transferee”) without the prior written consent of Landlord.
Without limitation of the foregoing, Landlord may refuse consent to any Transfer to any
governmental authority or agency or to any Transfer which would cause Landlord to be in violation
of any ground lease or mortgage on the Property or any other agreement or instrument. Any request
by Tenant for such consent shall be in writing and shall include the name of the proposed
Transferee, the nature of its business and proposed use of the Premises, complete information as to
its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall
supply such additional information about the proposed Transfer and Transferee as the Landlord
reasonably requests. Tenant shall reimburse Landlord for its legal and other expenses in
connection with any request for consent. If Tenant is a corporation, partnership, or other
business organization, the transfer of ownership interests, whether in one transaction or a series,
forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is
a corporation whose stock is traded on an exchange or over the counter.




          (b) Any Transfer shall specifically make applicable to the Transferee all of the provisions of
this Section so that Landlord shall have against the Transferee all rights with respect to any
further Transfer which are set forth herein; no Transfer shall affect the continuing primary
liability of Tenant (which shall be joint and several with Transferee); no consent to any of the
foregoing in a specific instance shall operate as a waiver in a subsequent instance; and no
Transfer shall be binding upon Landlord or its successors, unless Tenant shall deliver to Landlord
a recordable instrument containing a covenant of assumption by the Transferee running to Landlord
and all persons claiming by, through or under Landlord. The Transferee’s failure to execute such
instrument shall not, however, release or discharge Transferee from its liability as a Transferee
hereunder. Tenant shall not enter into any Transfer that provides for rental or other payment
based on the net income or profits derived from the Premises. With respect to any Transfer,
Landlord shall be entitled to receive all amounts received by Tenant in excess of the Rent and
additional rent reserved in this Lease applicable to the space being transferred.




          (c) Landlord Option.





     (1) Right to Cancel. Notwithstanding any contrary provision of this Section
6.4 in connection with any proposed Transfer, Landlord shall have an option to cancel and
terminate this Lease if the request is to assign the Lease or to sublet all of the Premises;
or, if the request is to sublet a portion of the Premises only, to cancel and terminate this
Lease with respect to such portion. Landlord may exercise said option in writing within
thirty (30) days after Landlord’s receipt from Tenant of such request, and in each case such
cancellation or termination shall occur as of the date set forth in Landlord’s notice of
exercise of such option, which shall not be less than sixty (60) days nor more than one
hundred twenty (120) days following the giving of such notice.




     (2) Cancellation. If Landlord exercises Landlord’s option to cancel this Lease
or any portion thereof, Tenant shall surrender possession of the Premises, or the portion
thereof which is the subject of the option, as the case may be, on the date set forth in
such



[CSC LOGO]




- 14 -









 









notice in accordance with the provisions of this Lease relating to surrender of the
Premises at the expiration of the Term. If this Lease is cancelled as to a portion of the
Premises only, Rent after the date of cancellation shall be abated on a pro rata basis, as
determined by Landlord.




(d) Any agreement by which Tenant agrees to enter into or execute any Transfer at the
direction of any other party, or assigns its rights in the income arising from any Transfer to any
other party, shall itself constitute a Transfer hereunder.




(e) Any Transfer or attempted Transfer not in compliance with all of the terms and conditions
set forth above shall be void, and shall be a default under this Lease.




(f) Notwithstanding any contrary provision of this Lease, Tenant shall have no right to assign
this Lease or sublet all or any portion of the Premises and any such assignment or sublease shall
be void unless on both (i) the date on which Tenant notifies Landlord of its intention to enter
into any assignment or sublease and (ii) the date on which such assignment or sublease is to take
effect, Tenant is not in default of any of its obligations under this Lease; provided, however,
that Landlord shall retain the right to waive the provisions of this Section 6.4(f).




(g) The acceptance by the Landlord of the payment of Rent, additional rent or other charges
following an assignment, subletting or other Transfer prohibited by this Section 6.4 shall not be
deemed to be a consent by the Landlord to any such assignment, subletting or other Transfer, nor
shall the same constitute a waiver of any right or remedy of the Landlord.



6.5 Waiver and Indemnity.




          Tenant shall indemnify Landlord and hold it harmless from and against any cost, claim, action,
liability or damage of any kind arising from (i) Tenant’s use and occupancy of the Premises or any
activity done or permitted by Tenant in, on, or about the Premises, (ii) any breach or default by
Tenant of its obligations under this Lease, or (iii) any negligent, tortious, or illegal act or
omission of Tenant, its agents, employees, invitees or contractors. Tenant shall, at its expense
and with counsel satisfactory to Landlord, defend Landlord in any action or proceeding arising from
any such claim, and shall indemnify Landlord against all costs and fees of any kind incurred
therein. As a material consideration to Landlord for executing this Lease, Tenant assumes all risk
of loss, damage or injury to any person or property in, on, or about the Premises from any cause
including, without limitation, theft. Specifically, and without limitation of the foregoing,
Landlord shall not be liable for injury or damage which may be sustained by the person or property
of Tenant, its employees, invitees, or any other person in or about the Premises, caused by or
resulting from fire, steam, electricity, gas, water or rain which may leak or flow from or into any
part of the Premises, or from the breakage, leakage, obstruction, or other defects of pipes,
sprinklers, wires, appliances, plumbing, air-conditioning or lighting fixtures, whether such damage
or injury results from conditions arising upon the Premises, any other portion of the Property, or
other sources. Landlord shall not be liable to Tenant or any other person or entity for any
damages arising from any act or omission of any other tenant of the Building.




[CSC LOGO]




- 15 -









 








6.6 Tenant’s Insurance.




          (a) Tenant shall maintain the following insurance throughout the Term: (i) “All Risk” or
Special Form property insurance including but not limited to, fire, extended coverage, vandalism
and malicious mischief coverage upon all property owned by Tenant and located in the Building, in
the full replacement cost thereof; (ii) Commercial General Liability Insurance to include personal
injury, bodily injury, property damage liability (with a broadening endorsement),
premises/operations, owner’s protective coverage, blanket contractual liability, in limits not less
than Five Million Dollars ($5,000,000.00) per occurrence, inclusive, with a deductible not to
exceed One Hundred Thousand Dollars ($100,000.00); (iii) Workers Compensation insurance with limits
at least as required by applicable law; (iv) Employers Liability insurance with limits of at least
$1,000,000 each accident, $1,000,000 each employee, and $1,000,000 policy limit for disease; and
(v) Business Interruption Insurance in amounts reasonably acceptable to Landlord. The Landlord
shall have the right from time to time to require additional insurance or coverages or increase
such minimum limits as Landlord may reasonably require, upon notice to the Tenant.




          (b) All policies shall be taken out with insurers acceptable to Landlord, in form satisfactory
to Landlord, and shall (i) include Landlord and any mortgagee of Landlord as additional insureds,
as their interests may appear, (ii) contain a waiver of any right of subrogation against Landlord,
its agents, employees, and representatives which might arise for any reason, (iii) contain a
cross-liability endorsement, and (iv) contain a provision that any coverage afforded thereby shall
be primary and noncontributing with respect to any insurance carried by Landlord, and any insurance
carried by Landlord shall be excess and noncontributing. Tenant shall provide certificates of
insurance in form satisfactory to Landlord before the Commencement Date, and shall provide
certificates evidencing renewal at least ten (10) days before the expiration of any such policy.
All policies shall contain an endorsement requiring at least thirty (30) days’ prior written notice
to Landlord and any mortgagee of Landlord prior to any material change, reduction, or cancellation.




          (c) Upon termination of this Lease pursuant to any casualty, Tenant shall retain any proceeds
attributable to Tenant’s personal property and Alterations not affixed to the Premises, but Tenant
shall immediately pay to Landlord any insurance proceeds received by Tenant relating to any
Alterations affixed to the Premises unless Landlord has required their removal.




6.7 Right of Entry.




          Tenant shall permit Landlord and its agents to examine the Premises at reasonable times and
make any repairs or replacements Landlord deems necessary; to remove, at Tenant’s expense, any
Alterations, signs, curtains, blinds or the like not consented to by Landlord; and to show the
Premises to prospective tenants during the last twelve (12) months of the Term and to prospective
purchasers and mortgagees at all times.




6.8 Payment of Taxes.




          Tenant shall pay before delinquency all taxes levied against Tenant’s personal property or
trade fixtures in the Premises and any Alterations installed by Tenant. If any such taxes are
levied against Landlord or its property, or if the assessed value of the Premises is increased by
the inclusion of a value placed on Tenant’s property, Landlord may pay such taxes, and Tenant shall
upon demand repay to Landlord the portion of such taxes resulting from such increase. Tenant may
bring




[CSC LOGO]




- 16 -









 







suit against the taxing authority to recover the amount of any such taxes, and Landlord shall
cooperate therein. The records of the City Assessor shall determine the assessed valuation, if
available and sufficiently detailed. If not so available or detailed, the actual cost of
construction shall be used.




6.9 Environmental Compliance.




          Tenant shall not cause or allow any hazardous wastes, toxic substances or toxic or hazardous
materials (collectively, “Hazardous Materials”) to be used, generated, stored or disposed of on,
under or about, or transported to or from, the Premises (collectively, “Hazardous Materials
Activities”) without first receiving Landlord’s written consent, which may be withheld for any
reason and revoked at any time. If Landlord consents to any such Hazardous Materials Activities,
Tenant shall conduct them in strict compliance (at Tenant’s expense) with all applicable
Regulations, as hereinafter defined, and using all necessary and appropriate precautions. Landlord
shall not be liable to Tenant for any Hazardous Materials Activities by Tenant, Tenant’s employees,
agents, contractors, licensees or invitees, whether or not consented to by Landlord. Tenant shall
indemnify, defend with counsel acceptable to Landlord and hold Landlord harmless from and against
any claims, damages, costs and liabilities arising out of Tenant’s Hazardous Materials Activities.
For purposes hereof, Hazardous Materials shall include but not be limited to substances defined as
“hazardous substances”, “toxic substances”, or “hazardous wastes” in the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, the federal Hazardous
Materials Transportation Act, as amended, and the federal Resource Conservation and Recovery Act,
as amended (“RCRA”), or any other similar state, local or federal law; and as such substances are
defined in any regulations adopted and publications promulgated pursuant to said laws
(collectively, “Regulations”). Prior to using, storing or maintaining any Hazardous Materials on
or about the Premises, Tenant shall provide Landlord with a list of the types and quantities
thereof, and shall update such list as necessary for continued accuracy. Tenant shall also provide
Landlord with a copy of any Hazardous Materials inventory statement required by any applicable
Regulations, and any update filed in accordance with any applicable Regulations. If Tenant’s
activities violate or create a risk of violation of any Regulations, Tenant shall cease such
activities immediately upon notice from Landlord. Tenant shall immediately notify Landlord both by
telephone and in writing of any spill or unauthorized discharge of Hazardous Materials or of any
condition constituting an “imminent hazard” under RCRA. Landlord, Landlord’s representatives and
employees may enter the Premises at any time during the Term to inspect Tenant’s compliance
herewith.




          Notwithstanding anything contained in this Section 6.9 to the contrary, Tenant shall not have
any liability to Landlord resulting from any conditions existing, or events occurring, or any
Hazardous Materials existing or generated at, in, on, under, or in connection with the Premises
prior to the Effective Date of this Lease (or any earlier occupancy of the Premises by Tenant), and
Landlord agrees to indemnify, defend and hold harmless Tenant from any and all claims and
liabilities arising from the same to the extent such claims and liabilities were not contributed or
exacerbated by Tenant, and in the case of contribution or exacerbation by Tenant, Tenant shall only
be liable for Tenant’s proportionate share of liability. Tenant further represents, warrants, and
agrees to be bound by the any obligations regarding environmental compliance set forth in the
Ground Lease, attached hereto as Exhibit D and made a part hereof.




[CSC LOGO]




- 17 -









 








          The covenants contained in this Section 6.9 shall survive the expiration or earlier
termination of this Lease.




ARTICLE 7 DEFAULT




7.1 Events of Default.




          (a) The occurrence of any one or more of the following events shall constitute a default
hereunder by Tenant:





     (i) The failure by Tenant to make any payment of Rent or additional rent or any
other payment required hereunder, as and when due, where such failure shall continue
for a period of five (5) days after written notice thereof from Landlord to Tenant,
provided that Landlord shall only be obligated to provide written notice twice in
any twelve (12) month period.




     (ii) The vacation or abandonment of the Premises by Tenant.




     (iii) The failure by Tenant to observe or perform any of the express or implied
covenants or provisions of this Lease to be observed or performed by Tenant, other
than as specified in clauses (i) and (ii) above, where such failure shall continue
for a period of more than ten (10) days after written notice thereof from Landlord
to Tenant; provided, however, that if the nature of Tenant’s default is such that
more than ten (10) days are reasonably required for its cure, then Tenant shall not
be deemed to be in default if Tenant shall commence such cure within said ten-day
period and thereafter diligently prosecute such cure to completion, which completion
shall occur not later than sixty (60) days from the date of such notice from
Landlord.




     (iv) The failure by Tenant to pay its debts as they become due, or Tenant or
any such guarantor becoming insolvent, filing or having filed against it a petition
under any chapter of the United States Bankruptcy Code, 11 U.S.C. Section 101
et seq. (or any similar petition under any insolvency law of any
jurisdiction), proposing any dissolution, liquidation, composition, financial
reorganization or recapitalization with creditors, making an assignment or trust
mortgage for the benefit of creditors, or if a receiver, trustee, custodian or
similar agent is appointed or takes possession with respect to any property or
business of Tenant or such guarantor.




     (v) The attachment, execution or other judicial seizure of all or substantially
all of Tenant’s assets, or this leasehold, or any other voluntary or involuntary
encumbrance of Tenant’s leasehold interest hereunder.



          (b) In the event of any such default by Tenant, whether or not the Term shall have begun, in
addition to any other remedies available to Landlord at law or in equity, Landlord shall have the
immediate option, or the option at any time while such default exists and without further notice,
to terminate this Lease and all rights of Tenant hereunder; and Tenant shall then




[CSC LOGO]




- 18 -









 







quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter
provided.




7.2 Damages.




          In the event that this Lease is terminated under any of the provisions contained in Section
7.1 or shall be otherwise terminated for breach of any obligation of Tenant, Tenant covenants to
pay forthwith to Landlord, as compensation, the excess of the total rent reserved for the residue
of the Term over the rental value of the Premises for said residue of the Term. In calculating the
rent reserved there shall be included, in addition to the Rent and all additional rent, the value
of all other considerations agreed to be paid or performed by Tenant for said residue. Tenant
further covenants as an additional and cumulative obligation after any such termination to pay
punctually to Landlord all the sums and perform all the obligations which Tenant covenants in this
Lease to pay and to perform in the same manner and to the same extent and at the same time as if
this Lease had not been terminated. In calculating the amounts to be paid by Tenant under the
immediately preceding covenant Tenant shall be credited with any amount paid to Landlord as
compensation as in this Section 7.2 provided and also with the net proceeds of any rent obtained by
Landlord by reletting the Premises, after deducting all Landlord’s reasonable expenses in
connection with such reletting, including, without limitation, all repossession costs, brokerage
commissions, fees for legal services and expenses of preparing the Premises for such reletting, it
being agreed by Tenant that Landlord may (i) relet the Premises or any part or parts thereof, for a
term or terms which may at Landlord’s option be equal to or less than or exceed the period which
would otherwise have constituted the balance of the Term and may grant such concessions and free
rent as Landlord in its sole judgment considers advisable or necessary to relet the same, and (ii)
make such alterations, repairs and decorations in the Premises as Landlord in its sole judgment
considers advisable or necessary to relet the same, and no action of Landlord in accordance with
the foregoing or failure to relet or to collect rent under reletting shall operate or be construed
to release or reduce Tenant’s liability as aforesaid.




          In lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums
payable under all the foregoing provisions of this Section 7.2, Landlord may by written notice to
Tenant, at any time after this Lease is terminated under any of the provisions contained in Section
7.1 or is otherwise terminated for breach of any obligation of Tenant and before such full
recovery, elect to recover, and Tenant shall thereupon pay, as liquidated damages, an amount equal
to the aggregate of the Rent and additional rent accrued under this Lease in the twelve (12) months
ended next prior to such termination plus the amount of Rent and additional rent of any kind
accrued and unpaid at the time of termination and less the amount of any recovery by Landlord under
the foregoing provision of this Section 7.2 up to the time of payment of such liquidated damages.




          Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for
and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease,
an amount equal to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, the damages are to be provided, whether or not the amount
be greater, equal to, or less than the amount of the loss or damages referred to above.




[CSC LOGO]




- 19 -









 








ARTICLE 8 CASUALTY AND TAKING




8.1 Damage by Fire and Other Casualty.




          If the Premises or the Building are damaged by fire, excessive winds, hurricane, or other
casualty, Landlord shall repair the damage, provided (a) such repairs can be made within one
hundred eighty (180) days from the date of such damage (“Repair Period”) under all applicable laws
and regulations using reasonable diligence, but without payment of overtime or other premiums, and
(b) insurance proceeds are made available to Landlord in a timely manner for such repairs. In such
event, this Lease shall remain in full force and effect, but rent shall be proportionately abated
while the repairs are made, based on the extent of interference with Tenant’s use of the Premises
(unless the damage was caused by the act or omission of Tenant or its agents, employees, invitees
or contractors).




          If such repairs cannot be made within the Repair Period under the conditions set forth above,
Landlord shall so notify Tenant within thirty (30) days of the date of such damage. Thereupon,
either party may terminate this Lease by written notice given within twenty (20) days, such
termination to be effective thirty (30) days after the notice of termination. If neither party
terminates, Landlord shall repair the damage, and the Lease shall remain in force and effect,
subject to the rent abatement provisions set forth above.




          Landlord shall be not be required to repair any damage to the property of Tenant or any
Alterations. Nothing herein shall require Landlord to repair any casualty occurring during the
last six (6) months of the Term.




8.2 Eminent Domain.




          If any part of the Premises is taken or appropriated under the power of eminent domain or
conveyed in lieu thereof (hereinafter, “Taken”), which materially affects Tenant’s occupancy of the
Premises, either party shall have the right to terminate this Lease at its option. If any part of
the Property shall be Taken so as to materially affect the normal operation of the Building,
Landlord may terminate this Lease at its option. In either of such events, Landlord shall receive
subject to the rights of Landlord’s first mortgagee (and Tenant shall assign to Landlord upon
demand from Landlord), any income, rent, award or any interest thereon which may be paid in
connection therewith. Tenant shall have no claim against Landlord for any part of the sums paid by
virtue of such proceedings, whether or not attributable to the value of the unexpired Term. If a
part of the Premises is Taken and neither party elects to terminate this Lease, but the Premises
have been damaged as a consequence thereof, Landlord shall restore the remaining Premises at its
cost. Landlord shall not be required to repair or restore any damage to Tenant’s property or any
Alterations. Thereafter, the rent for the remainder of the Term shall be proportionately reduced,
based on the degree of interference with Tenant’s use of the Premises. If the temporary use or
occupancy of any part of the Premises is Taken, this Lease shall be unaffected by such taking and
Tenant shall continue to pay all rent payable hereunder; Tenant shall be entitled to receive that
portion of any award which represents compensation for the use of or occupancy of the Premises, and
Landlord shall be entitled to receive that portion which represents the cost of restoration of the
Premises.




[CSC LOGO]




- 20 -









 








ARTICLE 9 RIGHTS OF PARTIES HOLDING PRIOR INTERESTS




9.1 Subordination.




          This Lease shall be subject and subordinate to the Development Site Lease Agreement dated July
19, 1994, entered into by Landlord’s predecessor-in-interest and Palm Beach County (the “Ground
Lease”), attached hereto as Exhibit D, and to any mortgage now or hereafter placed on the Lot or
Building, or both, or any portion or portions thereof, and to each advance made or hereafter to be
made under any mortgage, and to all renewals, modifications, increases, consolidations,
replacements and extensions thereof and all substitutions therefor. This Section 9.1 shall be
self-operative and no further instrument of subordination shall be required. In conformation of
such subordination, Tenant shall execute and deliver promptly any certificate that Landlord or any
mortgagee may request. In the event that any mortgagee or its respective successor in title shall
succeed to the interest of Landlord, then, at the option of such mortgagee or successor, this Lease
shall nevertheless continue in full force and effect and Tenant shall and does hereby agree to
attorn to such mortgagee or successor and to recognize such mortgagee or successor as its Landlord.
Any mortgagee shall have the election to subordinate its mortgage to this Lease, exercisable by
sending a notice of such election to Tenant, which notice may be recorded at the option of the
mortgagee.




9.2 Modification, Termination, and Cancellation.




          No assignment of the Lease and no agreement to make or accept any surrender, termination or
cancellation of this Lease and no agreement to modify so as to reduce the rent, change the Term, or
otherwise materially change the rights of Landlord under this Lease, to relieve Tenant of any
obligations or liability under this Lease, shall be valid unless consented to by Landlord’s
mortgagees of record, if any. No fixed rent, additional rent, or any other charge shall be paid
more than ten (10) days prior to the due date thereof and payments made in violation of this
provision shall (except to the extent that such payments are actually received by a mortgagee) be a
nullity as against any mortgagee and Tenant shall be liable for the amount of such payments to such
mortgagee.




ARTICLE 10 MISCELLANEOUS




10.1 Financial Statements; Authority.




          (a) Prior to the execution hereof, Tenant shall provide Landlord with complete, audited
financial statements. Tenant represents and warrants that such financial statements will be true,
correct and complete when provided, and that no material adverse change to them will occur without
Tenant giving Landlord written notice thereof. During the Term, Tenant agrees to provide to
Landlord updated financial statements for the Tenant, in form reasonably acceptable to Landlord,
upon request (but not more frequently than once per quarter.)




          (b) Tenant represents and warrants that those persons executing this Lease on Tenant’s behalf
are duly authorized to execute and deliver this Lease on its behalf, and that this Lease is binding
upon Tenant in accordance with its terms. If the Tenant is a corporation, each of the persons
executing this instrument on behalf of the Tenant, hereby covenant and warrant that the Tenant is a
duly existing and valid corporation and that the Tenant is qualified to do business in Florida.




[CSC LOGO]





- 21 -












 





10.2 Notices.




     Any notice required or permitted under this Lease shall be in writing and delivered personally
or sent by United States Certified Mail, postage prepaid, return receipt requested, or a nationally
recognized overnight carrier, and addressed to the Landlord’s Address or Tenant’s Address, as the
case may be. Any communication so addressed and delivered shall be deemed duly given upon proof of
receipt or refusal of delivery. Either party may change its address by giving notice to the other.



10.3 No Waiver or Oral Modification.




     No provision of this Lease shall be deemed waived by Landlord or Tenant except by a signed
written waiver. No consent to any act or waiver of any breach or default, express or implied, by
Landlord or Tenant, shall be construed as a consent to any other act or waiver of any other breach
or default. Landlord’s failure to enforce any covenant or condition of this Lease shall not be
deemed a waiver thereof, and its failure to enforce any of the Rules and Regulations against Tenant
or any other tenant in the Building shall not be deemed a waiver thereof. The receipt by Landlord
of any rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver
of such breach. This Lease may not be changed or amended orally, but only by written instrument.



10.4 Acceptance of Partial Payments of Rent; Delivery of Keys.




     No acceptance by Landlord of a lesser sum than the annual Rent and additional rent then due
shall constitute a waiver of any claim to the remaining balance nor be deemed to be other than on
account of the earliest installment of such rent due, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the
balance of such installment or pursue any other remedy in this Lease provided. The delivery of
keys to any employee of Landlord or to Landlord’s agent or any employee thereof shall not operate
as a termination of this Lease or surrender of the Premises.



     10.5 Cumulative Remedies.



     Landlord’s remedies under this Lease are cumulative and not exclusive of any other remedies to
which Landlord may be entitled in case of Tenant’s breach or threatened breach of this Lease.
Landlord shall be entitled to the remedies of injunction and specific performance with respect to
any such breach.



10.6 Partial Invalidity.




     If any provision of this Lease, or the application thereof in any circumstances, shall to any
extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and
each provision hereof shall be valid and enforceable to the fullest extent permitted by law.



10.7 Self-Help.




     If Tenant fails to perform any obligation hereunder, Landlord may enter the Premises and
perform it on Tenant’s behalf. In so doing, Landlord may make any payment of money or perform



[CSC LOGO]




-22-









 




any other act. All sums so paid by Landlord, and all incidental costs and expenses, shall be
considered additional rent under this Lease and shall be payable to Landlord immediately on demand,
together with interest at the rate of the lesser of three (3) percentage points above the then
prevailing prime rate or reference rate (“Prime Rate”) as set by The Chase Manhattan Bank (USA),
N.A. in its main office in New York, New York or the maximum interest rate permitted by law.




10.8 Tenant’s Estoppel Certificate.




     Within twenty (20) days after written request by Landlord, Tenant shall execute, acknowledge
and deliver to Landlord a written statement certifying (a) that this Lease is unmodified and in
full force and effect, or is in full force and effect as modified and stating the modifications;
(b) the amount of Rent and the date to which Rent and additional rent have been paid in advance;
(c) the amount of any security deposited with Landlord; and (d) that Landlord is not in default
hereunder or, if Landlord is claimed to be in default, stating the nature of any claimed default,
and (e) such other matters as may be reasonably requested by Landlord. Any such statement may be
relied upon by a purchaser, assignee or lender. Tenant’s failure to execute and deliver such
statement within the time required shall be a default under this Lease and shall also be conclusive
upon Tenant that (1) this Lease is in full force and effect and has not been modified except as
represented by Landlord; (2) there are no uncured defaults in Landlord’s performance and Tenant has
no right of offset, counterclaim or deduction against rent; and (3) not more than one month’s Rent
has been paid in advance.



10.9 Waiver of Subrogation.




     Landlord and Tenant each hereby waive all rights of recovery against the other and against the
officers, employees, agents, and representatives of the other, on account of loss by or damage to
the waiving party or its property or the property of others under its control, to the extent that
such loss or damage is insured against under any insurance policy that either may have in force at
the time of the loss or damage or would have been insured against under an insurance policy
required to be maintained under the provisions of this Lease. Each party shall notify its insurers
that the foregoing waiver is contained in this Lease.



10.10 All Agreements; No Representations.




     This Lease contains all of the agreements of the parties with respect to the subject matter
hereof and supersedes all prior dealings between them with respect to such subject matter. Each
party acknowledges that the other has made no representations or warranties of any kind except as
may be specifically set forth in this Lease.



10.11 Brokerage.




     Landlord and Tenant each represents and warrants to the other that it has not dealt with any
real estate broker or agent in connection with this Lease or its negotiation. In the event of any
brokerage claims against Landlord or Tenant predicated on prior dealings with Tenant or Landlord as
the case may be, Landlord and Tenant each agree to indemnify and hold harmless the other from
any cost, expense, or liability (including costs of suit and reasonable attorneys’ fees) for
any compensation, commission or fees claimed by any other real estate broker or agent in connection



[CSC LOGO]



-23-









 






with this Lease or its negotiation based upon a violation of the foregoing representations and
warranties by either party.




10.12 Successors and Assigns.




     This Lease shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that only the original Landlord named herein shall be
liable for obligations accruing before the beginning of the Term, and thereafter the original
Landlord named herein and each successive owner of the Premises shall be liable only for
obligations accruing during the period of their respective ownership.



10.13 Submission Not an Option.




     The submission of this Lease or a summary of some or all of its provisions for examination
does not constitute a reservation of or option for the Premises or an offer to lease, and it is not
effective as a lease or otherwise until the execution by and delivery to both Landlord and Tenant.



10.14 Applicable Law.




     This Lease shall be construed and enforced in accordance with the laws of the State of
Florida, without regard to its choice of law rules.



10.15 Waiver of Jury Trial.




     Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other, on or in respect to any matter
whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and
Tenant hereunder, Tenant’s use or occupancy of the Premises, and/or claim of injury or damages.



10.16 Attorneys’ Fees.




     If either Landlord or Tenant institutes any action to enforce the provisions of this Lease or
to seek a declaration of rights hereunder, the prevailing party shall be entitled to recover its
reasonable attorneys’ fees and court costs as part of any award.



10.17 Surrender.




     The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof,
shall not work as a merger, and shall, at the option of Landlord, operate as an assignment to it of
any or all subleases or subtenancies.



10.18 Holdover.




     If Tenant holds over in occupancy of the Premises after the expiration of the Term, Tenant
shall become a tenant at sufferance only, at a rental rate equal to twice (200%) the Rent in effect
at the end of the Term, plus the amount of Tenant’s additional rent, and otherwise subject to the
terms and conditions herein specified, so far as applicable, and shall be liable for all damages
sustained by Landlord on account of such holding over. This Section 10.18 shall not operate
as a waiver of any right of reentry provided in this Lease, and Landlord’s acceptance of rent after



[CSC LOGO]




-24-









 




expiration of the Term or earlier termination of this Lease shall not constitute consent to a
holdover or result in a renewal. If Tenant fails to surrender the Premises upon the expiration of
the Term or earlier termination despite demand by Landlord to do so, Tenant shall indemnify and
hold Landlord harmless from all loss or liability, including, without limitation, any claim made by
any succeeding tenant resulting from such failure.




10.19 Late Payment.




     Tenant acknowledges that the late payment by Tenant to Landlord of any sums due under this
Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such
costs being extremely difficult and impractical to fix. Therefore, if any Rent or other sum
hereunder is not paid within five (5) days of the due date, Tenant shall pay to Landlord, as
additional rent, the sum of five percent (5%) of the overdue amount as a late charge. The overdue
amount, if not received within ten (10) days thereafter, shall also bear interest, as additional
rent, at the lesser of the Prime Rate plus three percent (3%) or the maximum interest rate
permitted by law, calculated from the date the late charge becomes due until the date of payment to
Landlord. Landlord’s acceptance of any late charge or interest shall not constitute a waiver of
Tenant’s default with respect to the overdue amount.



10.20 Time of Essence.




     Time is of the essence of this Lease. In the event that the time for performance of any
obligation hereunder, except the payment of Rent, falls on a day other than a business day, the
time for performance shall be extended to the next business day. The term “business day” shall
mean any day that is not a Saturday, Sunday or a state or federal holiday on which office
businesses in Palm Beach, Florida are generally closed.



10.21 Force Majeure.




     If Landlord or Tenant is prevented from or delayed in performing any act required of it
hereunder, and such prevention or delay is caused by strikes, labor disputes, inability to obtain
labor, materials, or equipment, inclement weather, including, without limitation, winds, hurricanes
and the like, acts of God, governmental restrictions, regulations, or controls, judicial orders,
enemy or hostile government actions, civil commotion, fire or other casualty, or other causes
beyond such party’s reasonable control (collectively, “Force Majeure”), the performance of such act
shall be excused for a period equal to the period of prevention or delay. Nothing in this section
shall excuse or delay Tenant’s obligation to pay any rent or other charges due under this Lease.



10.22 Limitation On Liability.




     In consideration of the benefits accruing hereunder, Tenant hereby covenants and agrees that,
in the event of any actual or alleged failure, breach or default hereunder by Landlord:



     (a) The obligations of Landlord under this Lease do not constitute personal obligations of the
trustees, individual partners, directors, officers or shareholders of Landlord, Landlord’s
beneficiary or any constituent partner of Landlord’s beneficiary, and Tenant shall not seek
recourse
against the trustees, partners, directors, officers or shareholders of Landlord, Landlord’s
beneficiary



[CSC LOGO]




-25-









 




or any constituent partner of Landlord’s beneficiary or any of their personal assets
for satisfaction of any liability with respect to this Lease;




     (b) Tenant’s sole and exclusive remedy shall be against the Landlord’s interest in the
Property;



     (c) Neither Landlord’s beneficiary nor any constituent partner of Landlord’s beneficiary shall
be sued, named as a party in any suit or action, or served with process therein (except if
necessary to secure jurisdiction), and neither Landlord’s beneficiary nor any constituent partner
of Landlord’s beneficiary shall be required to respond to any service of process;



     (d) No judgment will be taken against Landlord’s beneficiary nor any constituent partner of
Landlord’s beneficiary, and no writ of execution will be levied against the assets of Landlord’s
beneficiary or any such partner;



     (e) These covenants and agreements are enforceable both by Landlord and also by Landlord’s
beneficiary, any constituent partner of Landlord’s beneficiary and shall bind Tenant and its
successors and assigns.



10.23 Recording.




     Tenant agrees not to record this Lease.



10.24 Approval of Lease.




     The parties acknowledge and understand that this Lease is subject to, and shall not take
effect, without the written approval of the Palm Beach County Board of County Commissioners (the
“County”) pursuant to the Ground Lease and, in the event such approval is not obtained, this Lease
shall be deemed to be void and of no force and effect whatsoever, without recourse to the parties
hereto. Both parties shall promptly furnish any information reasonably required by the Board.



     EXECUTED as a sealed instrument in two or more counterparts on the day and year written below.



	 	 	 	 	 	 	 
	 	 	“Landlord”
	 	 	CSC Applied Technologies LLC, a Delaware limited
	 	 	liability company
	 
	 	 	 	 	 	 
	February 22, 2007	 	/s/Stephen E. Johnson
	 

	Date
	 	 
	Name:

	 	By:
	 	Stephen E. Johnson	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 

	 	“Tenant”:	 	 	 	 








[CSC LOGO]




-26-








 








	 	 	 	 	 	 	 
	 	 	Gulfstream International Airlines, Inc., a Florida
	 	 	corporation
	 
	 	 	 	 	 	 
	March 13, 2007	 	By:	 	/s/	 
	 

	 	 
	 	 	 	 
	Date
	 	 	 	 	 	 
	 

	 	Title:
	 	Corp. Secretary	 	 






[CSC LOGO]




-27-









 





EXHIBIT A-1




to Lease between

CSC Applied Technologies LLC

and

Gulfstream International Airlines, Inc.




FIRST FLOOR OF BUILDING




See Attached




[CSC LOGO]




 









 





[DIAGRAM]




[CSC LOGO]




 









 





EXHIBIT A-2




to Lease between

CSC Applied Technologies LLC

and

Gulfstream International Airlines, Inc.




APRON AREA




See Attached




[CSC LOGO]




 









 








[DIAGRAM]




[CSC LOGO]




 









 








EXHIBIT B

to Lease between

CSC Applied Technologies LLC

and

Gulfstream International Airlines, Inc.




[LOT DESCRIPTION]




See Attached




[CSC LOGO]




 









 





[DIAGRAM]




[CSC LOGO]




 









 





EXHIBIT C to

Lease between

CSC Applied Technologies LLC

and

Gulfstream International Airlines, Inc.




[FIRST FLOOR PASSENGER PROCESSING/OPERATIONS AREA]




[CSC LOGO]




 









 





[DIAGRAM]



[CSC LOGO]