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     NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, andfor other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the Parties, intending to be legally bound hereby, agree as follows:     1. Appointment of Manager. Effective as of the date hereof, FNF hereby appoints theManager as manager of the Property with the responsibilities and upon the terms and conditionsoutlined in this Agreement, and the Manager hereby accepts such appointment.     2. Manager’s Responsibilities.     2.1. Management of the Property.          (a) The Manager shall perform the services for FNF hereunder in a professional and competentmanner, using standards of performance consistent with its performance of such services for itselfand as otherwise required pursuant to the terms of the Master Lease Agreement and the Subleases.The Manager shall use commercially reasonable efforts to properly protect and account for FNF’sassets.          (b) In connection with the management of the Property, the Manager shall duly and punctuallyperform and comply with, or cause to be performed or complied with, all of the obligations, termsand conditions required to be performed or complied with by FNF under the Master Lease Agreementand the Subleases (copies of which have been made available to the Manager) and, to the extentcopies have been provided to the Manager, under any mortgages or deeds of trust affecting theProperty, and any other agreements relating to the ownership, financing, development, management,operation, maintenance and servicing of the Property, including, without limitation (to the extentfunds of FNF are available), the timely payment of all sums required to be paid thereunder, all tothe end that FNF’s interest in the Property and its interest as landlord under the Subleases shallbe preserved and no default of FNF shall occur under any of such agreements, so that the MasterLease Agreement and the Subleases (as well as any other relevant agreements) shall remain in fullforce and effect, with no default by FNF. The Manager shall enforce the full performance of allobligations of each of the Tenants under the Subleases and of the Lessors under the Master LeaseAgreement.          (c) In addition to providing the services specifically set forth in this Section 2.1and in Section 2.2 and elsewhere in this Agreement, the Manager shall reasonably considerand accommodate such other services as FNF may reasonably request in connection with the Propertyor any other properties or facilities owned or leased by FNF (or its subsidiaries) on mutuallyagreeable terms, and provided that such other services do not negatively affect its ability tomanage the other buildings on 601 Riverside Ave. in Jacksonville, Florida.     2.2. Specific Management Services. Without limiting the generality of any other termor provision of this Agreement, the Manager shall provide the following services (the“Management Services”):
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          (a) Collection and Handling of Money. The Manager shall bill and direct each Tenantto pay directly to FNF all Rent, including all Base Rent and Additional Rental (as such terms aredefined in the Subleases) and all other additional rents and other payments due from each Tenantand any sums otherwise payable to FNF with respect to the Property, unless otherwise directed byFNF.     (i) All sums collected by the Manager shall be deposited in accordance withinstructions received from FNF from time to time. If required by law, the Manager shall, ifapplicable, establish separate accounts for holding tenants’ security deposits, and funds insuch accounts shall not be commingled with other funds of the Manager.     (ii) Within five business days after the end of each month, the Manager shall informFNF of the anticipated expenses of the Property for the coming 60 days and, to the extentthat FNF has not already provided the Manager with funds to cover the anticipated expenses,FNF shall remit to the Manager all amounts necessary in order to meet the anticipatedexpenses of the Property.          (b) Taxes. To the extent funds of FNF are available, the Manager shall duly andpunctually pay all real estate taxes and assessments payable with respect to the Property. Suchpayment shall be made prior to the time that any penalties or interest would accrue upon such taxesor assessments. The Manager shall inform FNF of any change in the amount of real propertyassessments or taxes relating to the Property. The Manager shall not undertake, nor is authorizedto undertake, to provide any legal services with respect to property tax abatement or eminentdomain proceedings.          (c) Repairs and Maintenance. The Manager shall make all repairs and perform allmaintenance on the buildings, grounds and other improvements of the Property necessary to maintainthe Property in the manner required of FNF under the Master Lease Agreement and the Subleases andotherwise consistent with the same manner that Manager is repairing and maintaining the otherproperties on 601 Riverside Ave. Jacksonville, Florida. The Manager shall also perform or furnishany and all emergency repairs or reasonably identified services necessary for the preservation ofthe Property or to avoid the suspension of any service to the Property or danger to life orproperty. Emergency repairs or services may be made or furnished by the Manager without FNF’sprior approval, but only if it is not reasonably feasible to secure such prior approval. In anyevent, the Manager shall, not later than five business days after performing or furnishing anemergency repair or service, notify FNF of the details and cost thereof.          (d) Service Contracts. Subject to Section 3, the Manager shall enter into, inManager’s name (unless FNF otherwise directs), agreements for the furnishing to the Property ofsuch utility, maintenance and other services and for the acquisition of such equipment and suppliesas may be necessary for the management, operation, maintenance and servicing of the Property inaccordance with this Agreement and FNF’s obligations under the Master Lease Agreement and theSubleases.          (e) Personnel. The Manager shall employ such personnel, as employees of the Managerand not of FNF, as may be necessary in order for the Manager to perform its
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obligations hereunder. All wages, salaries, fringe benefits, other salary expenses andpayroll taxes with respect to said employees shall be paid by the Manager. The Manager shallcomply with all laws relating to the employment of its employees, including, without limitation,those requiring workers’ compensation insurance to cover all of the Manager’s employees.          (f) Other Services. The Manager shall perform all other services which are normallyperformed in connection with the operation and management of other building on 601 Riverside Ave.,Jacksonville, Florida; and specifically, without limiting the generality of the foregoing, theManager shall perform all services required to be provided to Tenants under the terms of the MasterLease Agreement and the Subleases. If requested by FNF and agreed to by the Manager (in its solediscretion), the Manager shall also perform other property operation and management services forone or more other properties or facilities owned or leased by FNF (or one or more of itssubsidiaries) in Jacksonville or elsewhere in the United States.          (g) Compliance with Laws and Insurance Policy Requirements. The Manager shall takesuch action as may be necessary to comply with all laws, rules and regulations and any and allknown orders or requirements of any governmental authority having jurisdiction thereover affectingthe management of the Property, including, without limitation, all laws, rules, regulations, ordersand requirements relating to the use, generation, storage and disposal of hazardous wastes andmaterials and oil, and orders of the Board of Fire Underwriters and other similar bodies.          (h) Notices. The Manager shall promptly deliver to FNF all notices received from anyTenant, any mortgagee, ground lessor, contractor, subcontractor, governmental or official entity orany other party with respect to the Property, pursuant to the Master Lease Agreement, the Subleasesor otherwise. The Manager may sign and serve in the name of FNF any and all notices required inconnection with the proper performance by the Manager of the services hereunder.          (i) Cooperation. The Manager shall give FNF all pertinent information and reasonableassistance in the defense or disposition of any claims, demands, suits or other legal proceedingswhich may be made or instituted by any third party against FNF which arise out of any mattersrelating to the Property, the Master Lease Agreement, the Subleases, this Agreement or theManager’s performance hereunder.          (j) Tenant Relations. The Manager shall maintain business-like relations with theLessors and the Tenants, receive requests, complaints and the like, from the Lessors and/or theTenants and respond and act upon the foregoing in reasonable fashion. To insure full performanceby Tenants of all of their respective obligations under the Subleases including, withoutlimitation, those relating to the use, generation, storage or disposal of hazardous wastes andmaterials and oil, the Manager shall inspect the Property periodically, and, if appropriate, shallmake demands on Tenants to perform their respective obligations under the Subleases. The Managershall notify Tenants of all rules, regulations, and notices as may be promulgated by FNF, governingbodies and insurance carriers. The Manager shall obtain insurance certificates from each Tenantevidencing compliance with the insurance requirements under the Subleases.
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          (k) Inspections. The Manager shall perform periodic inspections of the Property, andreport on such inspections to FNF. Such inspections shall include, without limitation, anevaluation of the compliance of the Property with all laws, rules and regulations governing theuse, generation, storage and disposal of hazardous wastes and materials and oil. The Manager shallalso periodically inspect the roof of the building within the Property.          (l) Disaster Recovery. The Manager shall maintain a disaster recovery program for theProperty, substantially consistent with the disaster recovery program in place for the otherbuildings and facilities located at 601 Riverside Avenue, Jacksonville, Florida. For the avoidanceof doubt, the disaster recovery program maintained by the Manager may not include a businesscontinuity program.          (m) Response and Resolution. The Manager shall respond to and resolve any problems inconnection with the services hereunder within a commercially reasonable period of time, usingresponse and proposed resolution times consistent with its response and resolution of such problemsfor itself.     2.3. Service Shortfalls and Force Majeure.          (a) Service Shortfall. If FNF provides the Manager with written notice (“ShortfallNotice”) of the occurrence of any Significant Service Shortfall (as defined herein), as determinedby FNF in good faith, the Manager shall rectify such Significant Service Shortfall as soon asreasonably possible. For purposes hereof, a “Significant Service Shortfall” is deemed to haveoccurred if the timing or quality of performance of services provided by the Manager hereunderfalls below the standard required by Sections 2.1 and 2.2; provided that theManager’s obligations under this Agreement shall be relieved to the extent, and for the durationof, any force majeure event as set forth in Section 2.3(b).          (b) Force Majeure. Neither Party shall be held liable for any delay or failure inperformance of any part of this Agreement from any cause beyond its reasonable control and withoutits fault or negligence, including, but not limited to, acts of God, acts of civil or militaryauthority, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions,earthquakes, hurricanes, tornadoes, nuclear accidents, floods, strikes, terrorism and powerblackouts. Upon the occurrence of a condition described in this Section 2.3(b), the Partywhose performance is prevented shall give written notice to the other Party, and the Parties shallpromptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact,on both Parties, of such conditions.     3. Approval of Contracts. The Manager may enter into on behalf of FNF any contract oragreement for equipment, supplies, services or any other item in the ordinary course of themanagement, operation, maintenance and servicing of the Property, such as, for example, involvingthe provision of utility, maintenance or other services or the furnishing of services to each orboth Tenants on the Property; provided, however, if any such contract involves aterm of five (5) years or more or the expenditure or obligation on the part of FNF is in excess of$500,000 in the aggregate, then FNF upon written direction may require the Manager to first obtainand submit to FNF three competitive, written bids for the performance or furnishing of the same,and FNF shall have approved the awarding of such contract or agreement. All service
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contracts with a term of five (5) years or more shall contain a provision permitting FNF toterminate such contracts in the event FNF sells or transfers all or any portion of FNF’s interestin the Property.     4. Insurance.     4.1. Damage to Property. The Manager shall cause to be maintained the followinginsurance against property damage to the Property:          (a) All-risk coverage in an amount equal to full replacement cost, with an agreed amountendorsement or a waiver of co-insurance.          (b) Boiler and machinery insurance, if required, and flood and earthquake insurance, ifavailable, in each case in amounts not less than ten percent (10%) of value or as may otherwise berequired by FNF.          (c) Building ordinance, demolition and increased cost of construction coverages.          (d) Any additional insurance coverage required to be carried by FNF under the Master LeaseAgreement or the Subleases or by any lender making a loan relating to the Property.All of such insurance may be provided under a blanket policy, provided that such blanketpolicy will, in all events, provide FNF the protection against loss specified above. The insurancecoverages required under this Section 4.1 shall in no event provide for deductibles inexcess of $100,000 per occurrence, without the approval of FNF.     4.2. Loss of Use of Property. The Manager shall maintain insurance against loss ofrental income from the Property (or business interruption insurance, if applicable) which shallmeet the following requirements:          (i) The amount of such insurance shall equal the maximum actual loss which might besustained if the Property were totally destroyed, but in no event less than the maximumTenants economic obligations for a twelve-month period, less a deductible as may be approvedby FNF.          (ii) Such insurance shall include extra expense coverage, if applicable.          (iii) Such insurance shall provide coverage against the perils insured against underSection 4.1.          (iv) Such insurance shall contain an agreed amount endorsement or a waiver ofco-insurance as specified by FNF.     4.3. Liability Coverages. The Manager shall maintain, or cause to be maintained,liability insurance coverages relating to the Property as follows:
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          (i) Comprehensive, broad form general liability insurance, in an amount not less than$1,000,000, combined single limit.          (ii) Liability insurance for owned, hired or non-owned vehicles, in an amount not lessthan $1,000,000, combined single limit.          (iii) Workers’ compensation, as required by law, and employer’s liability insurance inan amount not less than $1,000,000.          (iv) The Manager shall maintain umbrella, or excess liability, coverage, in an amountnot less than $5,000,000. Such insurance shall be in excess of all liability coveragesrequired in the above subsections and maintained by the Manager.          (v) Such additional insurance against other risks of loss to the Property as, from timeto time, may be required by any lender making a loan relating to the Property or which maybe deemed desirable by FNF or be required by law.All liability insurance policies shall be written on an occurrence basis. The required coveragesmay be provided by a blanket, multi-location policy, if such policy provides a separate aggregatelimit per occurrence for the benefit of the Property.     4.4. Fidelity Insurance. Employees of the Manager who handle or are responsible forfunds of FNF shall be covered by fidelity insurance in an amount not less than $500,000.     4.5. General Requirements.          (a) Required Provisions. All insurance policies required this Section 4 shall(i) name FNF as named insureds, (ii) provide that any proceeds shall be paid to FNF, or to theLessors pursuant to a mortgage endorsement if required by the Lessors, (iii) be issued by aninsurer and be in a form and contain terms, all as approved by FNF, (iv) provide that such policiesshall not be cancelled without at least 30 days’ prior written notice to FNF.          (b) Rating. All insurers providing the coverages specified in this Section 4shall be rated A-IX or better by Best’s or such higher rating as may be required by the Lessorsunder the Master Lease Agreement.          (c) Certificates of Insurance. The Manager shall provide FNF with certificatesevidencing the insurance coverages required by this Section 4 prior to the commencement ofany activity or operation which could give rise to a loss to be covered by such insurance. Eachcertificate shall state that at least 30 days’ notice shall be given to FNF and prior to theamendment, termination or cancellation of any policy evidenced thereby. Replacement certificatesshall be sent to FNF as policies are renewed, replaced or modified.          (d) Investigation of Claims. The Manager shall promptly investigate and make a full,timely, written report to any insurance company providing coverage, with a copy to FNF, of allaccidents, claims, or damage relating to the ownership, operation and maintenance of the Property,any damage or destruction to the Property and the estimated cost of repair thereof, and shallprepare any and all further reports required by any such insurance company in
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connection therewith. The Manager shall have no right to settle any claims, demands orliabilities, whether or not covered by insurance, exceeding $100,000, without the prior writtenconsent of FNF.     5. Records and Reports.     5.1. Records. The Manager shall maintain a comprehensive system of office records,books and accounts, which if dedicated to the Property shall be the property of FNF. FNF and itsrepresentatives shall, at all times, have access to and the ability to copy such records, books,and accounts and to all vouchers, files and all other materials pertaining to the Property and thisAgreement, all of which the Manager agrees to keep safe, available and separate from any recordsnot relating to the Property. The Manager will cooperate with and give reasonable assistance toany accountant or other person designated by FNF to examine such records.     5.2. Semi-Annual Reports. On a semi-annual basis, the Manager shall provide FNF withthe following reports for the preceding six months for the Property as a whole.          (a) Accounting Reports. A balance sheet as of the end of the preceding quarter andany other statements reasonably requested by FNF.          (b) Variance Reports. Reports providing details of and discussing any positive ornegative variances in excess of the greater of (i) 10% from the annual budget for total expenses ofthe Property for the preceding six months or (ii) $250,000 over the annual budget allocable to FNFfor the preceding six months. In addition, if it is expected that any such positive or negativevariance will continue or if a positive or negative variance of such magnitude in any revenueexpense or capital expenditure line item is anticipated, details shall be provided and discussed.          (c) Capital Expenditure Reports. Reports providing details of capital expendituresfor the preceding six months and for the remainder of the calendar year, itemized by type ofcapital expenditure.          (d) Forecast. If requested by FNF, the Manager shall provide a statement settingforth in detail, as requested by FNF, the estimated FNF revenues, expenses, capital expenditureswith respect to the Property, on a cash basis, for each of the remaining quarters of the calendaryear. The Manager shall also set forth on a semi-annual basis the estimated cash flow to FNF.          (e) Book and Tax Projections. If requested by FNF, the Manager shall consult withFNF’s accountant regarding projections of the current year’s net income or loss on a tax basis,together with statements supporting the calculation of these protections.     5.3. Annual Reports. Within 90 days after the end of each calendar year, the Managershall deliver to FNF profit and loss statements showing all revenues, expenses and the results ofoperations for the immediately preceding year, and a balance sheet of the development as of the endof such year in accordance with generally accepted accounting principles.
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     5.4. Annual Management Plan. No later than December 1st of each year, orsuch other date specified in a written notice from FNF to the Manager, the Manager shall submit toFNF, for FNF’s written approval, proposed budgets and operating plans (the “Annual ManagementPlan”) for the Property, setting forth in such detail as may be requested by FNF the estimatedexpense of the Property for the next fiscal year, including, without limitation, the amount of realestate taxes, assessments, and maintenance and other expenses relating to the Property, whether foroperations or capital improvements, and a description of the services to be provided hereunder bythe Manager during next fiscal year. The Manager shall provide such other financial data and otherinformation as may reasonably be requested by FNF. FNF reserves the right to reject, amend ormodify the Annual Management Plans as FNF may reasonably deem appropriate.     6. Compensation for Services.     6.1. Management Fee. FNF shall pay to the Manager as compensation for the serviceshereunder an annual management fee (the “Management Fee”), equal to the Additional Rent perrentable square foot per annum charged by FNF to all Tenants, the amount of such fee to change asand when the Additional Rent so changes, calculated on the basis of the aggregate rentable squarefootage, which is currently **259,568**square feet. The Management Fee shall be payable in arrearsand paid in monthly installments, initially in the amount of **$361,015.83**, payable on the fifteenth(15th) day of each calendar month at such place as LPS may direct, as and to the extentcollected from Tenant’s monthly installments of Rent, Base Rent or Additional Rental. TheManagement Fee is intended fully to compensate the Manager for the services provided under thisAgreement.     6.2. Monthly Statements. Within 30 days after the end of each calendar month, theManager shall prepare and deliver to FNF a monthly summary statement (each a “Monthly PropertyManagement Cost Summary Statement”) setting forth all of the costs owing by FNF to the Manager.     7. Expenses.     7.1. Expense of FNF. All payments made or expenses incurred by the Manager in theperformance of the services hereunder shall be paid or reimbursed by FNF, as more fully describedin Schedule A.     7.2. Payment by the Manager. The Manager shall make all payments required of FNFunder Section 2.2.(b) of this Agreement, and all payments for real property taxes, repairsand maintenance costs incurred and equipment and supply purchases made in accordance with thisAgreement, and under contracts existing prior to the effective date of this Agreement or approvedor authorized pursuant to this Agreement, but only if such payments will not cause the annualexpenditure to exceed the approved budget (as set forth in the Annual Management Plan) by 5% ormore, in which event Manager shall not make such payment without FNF’s prior consent;provided, however, that the Manager shall notify FNF of any annual expenditurewhich exceeds the approved budget for such line item prior to making any such expenditure.However, in the case of casualty, breakdown in machinery or other similar emergency, the Managermay make payments for repairs, maintenance, equipment or supplies in excess of such authorization
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amounts if, in the reasonable opinion of the Manager, emergency action prior to writtenapproval is necessary to prevent additional damage or a greater total expenditure, to protect theProperty from damage or to prevent a default on the part of FNF under the Master Lease Agreement orthe Subleases or under a mortgage affecting the Property.     7.3. Source of Payment. Any authorized payments made by the Manager on behalf of FNFshall be made out of such funds as the Manager may from time to time hold for the account of FNF oras may be provided by FNF. FNF shall maintain in the bank account or accounts maintained by theManager pursuant to this Agreement an amount sufficient to enable the Manager to perform its dutieshereunder, and the Manager shall notify FNF, in advance, of any foreseeable deficiency of the fundsin such accounts. If the Manager shall voluntarily advance for FNF’s account any amount for thepayment of any authorized expenses, FNF shall, upon notice from the Manager, promptly reimburse theManager therefor, without interest.     8. Limitation of Liability     8.1. LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM ASSERTED BYTHE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR UNDERTAKING REQUIRED BY THISAGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAYABLE BY FNF TO THE MANAGER DURING THE ONE(1) YEAR PERIOD PRECEDING THE BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATIONSHALL NOT APPLY IN RESPECT OF ANY CLAIMS BASED ON A PARTY’S (i) GROSS NEGLIGENCE, (ii) WILLFULMISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv) VIOLATIONS OF LAW, OR(v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTYHERETO OR THE SUBSIDIARY OR AFFILIATE OF A PARTY HERETO.     8.2. DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER; PROVIDED, HOWEVER, THATTO THE EXTENT AN INDEMNIFIED PARTY UNDER SECTION 9 IS REQUIRED TO PAY ANY SPECIAL,INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON ORENTITY WHO IS NOT A PARTY OR A SUBSIDIARY OR AFFILIATE OF THE INDEMNIFIED PARTY IN CONNECTION WITHA THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THELIMITATION SET FORTH IN THIS SECTION 8.     9. Indemnification.     9.1. Indemnification Obligations. Subject to Section 8, FNF will indemnify,defend and hold harmless the Manager (and its Subsidiaries), each of their respective past andpresent directors, officers, employees, agents, consultants, advisors, accountants and attorneys(“Representatives”), and each of their respective successors and assigns (collectively, the“Manager Indemnified Parties”) from and against any and all Damages (as defined below) incurred orsuffered by the Manager Indemnified Parties arising or resulting from the provision of serviceshereunder, which Damages shall be reduced to the extent of:
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               (i) Damages caused or contributed to by the Manager’s negligence, willful misconduct orviolation or law; or               (ii) Damages caused or contributed to by a breach of this Agreement by the Manager.“Damages” means, subject to Section 8 hereof, all losses, claims, demands, damages,liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative),costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys’ fees andexpenses and any other expenses reasonably incurred in connection with investigating, prosecutingor defending a claim or Action).     9.2. Limitation of Indemnification Liability. Except as set forth in this Section9.2, the Manager will have no liability to FNF for or in connection with any of the servicesrendered hereunder or for any actions or omissions of the Manager in connection with the provisionof any services hereunder. Subject to the provisions hereof and subject to Section 8, theManager will indemnify, defend and hold harmless FNF, each Subsidiary and Affiliate of FNF, each oftheir respective past and present Representatives, and each of their respective successors andassigns (collectively, the “FNF Indemnified Parties”) from and against any and all Damages incurredor suffered by the FNF Indemnified Parties arising or resulting from either of the following:               (i) any claim that the Manager’s use of the software or other intellectual property used toprovide the services, or any results and proceeds of such services, infringes, misappropriates orotherwise violates any United States patent, copyright, trademark, trade secret or otherintellectual property rights; provided, that such intellectual property indemnity shall notapply to the extent that any such claim arises out of any modification to such software or otherintellectual property made by FNF without the Manager’s authorization or participation, or               (ii) the Manager’s gross negligence, willful misconduct, improper use or disclosure ofcustomer information or violations of law;provided, that in each of the cases described in subclauses (i) and (ii) above, the amountof Damages incurred or sustained by FNF shall be reduced to the extent such Damages shall have beencaused or contributed to by any action or omission of FNF in amounts equal to FNF’s equitable shareof such Damages, determined in accordance with its relative culpability for such Damages or therelative fault of FNF or its Subsidiaries.     9.3. Indemnification Procedures.          (a) Claim Notice. A Party that seeks indemnity under this Section 9 (an“Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whomindemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matterssolely between the Parties or from Third Party Claims. The Claim Notice must contain (i) adescription and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred orreasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of thebasis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) ademand for payment of those Damages. No delay or deficiency on
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the part of the Indemnified Party in so notifying the Indemnifying Party will relieve theIndemnifying Party of any liability for Damages or obligation hereunder except to the extent of anyDamages caused by or arising out of such failure.          (b) Response to Notice of Claim. Within thirty (30) days after delivery of a ClaimNotice, the Indemnifying Party will deliver to the Indemnified Party a written response in whichthe Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive allof the Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed Amount inaccordance with a payment and distribution method reasonably acceptable to the Indemnified Party;or (ii) dispute that the Indemnified Party is entitled to receive all or any portion of the ClaimedAmount, in which case, the Parties will resort to the dispute resolution procedures set forth inSection 11.          (c) Contested Claims. In the event that the Indemnifying Party disputes the ClaimedAmount, as soon as practicable but in no event later than ten (10) days after the receipt of thenotice referenced in Section 9.3(b)(ii) hereof, the Parties will begin the process toresolve the matter in accordance with the dispute resolution provisions of Section 11.Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary tocomply with such agreement or instructions.          (d) Third Party Claims.               (i) In the event that the Indemnified Party receives notice or otherwise learns of theassertion by a person or entity who is not a Party hereto or a Subsidiary or Affiliate of a Partyhereto of any claim or the commencement of any action (a “Third-Party Claim”) with respect to whichthe Indemnifying Party may be obligated to provide indemnification under this Section 9,the Indemnified Party will give written notification to the Indemnifying Party of the Third-PartyClaim. Such notification will be given within fifteen (15) days after receipt by the IndemnifiedParty of notice of such Third-Party Claim, will be accompanied by reasonable supportingdocumentation submitted by such third party (to the extent then in the possession of theIndemnified Party) and will describe in reasonable detail (to the extent known by the IndemnifiedParty) the facts constituting the basis for such Third-Party Claim and the amount of the claimedDamages; provided, however, that no delay or deficiency on the part of theIndemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of anyliability for Damages or obligation hereunder except to the extent of any Damages caused by orarising out of such failure. Within twenty (20) days after delivery of such notification, theIndemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of thedefense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party.During any period in which the Indemnifying Party has not so assumed control of such defense, theIndemnified Party will control such defense.               (ii) The Party not controlling such defense (the “Non-controlling Party”) may participatetherein at its own expense.               (iii) The Party controlling such defense (the “Controlling Party”) will keep theNon-controlling Party reasonably advised of the status of such Third-Party Claim and the defensethereof and will consider in good faith recommendations made by the Non-controlling
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Party with respect thereto. The Non-controlling Party will furnish the Controlling Party withsuch Information as it may have with respect to such Third-Party Claim (including copies of anysummons, complaint or other pleading which may have been served on such Party and any writtenclaim, demand, invoice, billing or other document evidencing or asserting the same) and willotherwise cooperate with and assist the Controlling Party in the defense of such Third-Party Claim.               (iv) The Indemnifying Party will not agree to any settlement of, or the entry of any judgmentarising from, any such Third-Party Claim without the prior written consent of the IndemnifiedParty, which consent will not be unreasonably withheld or delayed; provided,however, that the consent of the Indemnified Party will not be required if (A) theIndemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement orjudgment, and (B) such settlement or judgment includes a full, complete and unconditional releaseof the Indemnified Party from further Liability. The Indemnified Party will not agree to anysettlement of, or the entry of any judgment arising from, any such Third-Party Claim without theprior written consent of the Indemnifying Party, which consent will not be unreasonably withheld ordelayed.     10. Term and Termination.     10.1. Term. The term of this Agreement commenced on the date hereof, and shallcontinue through June 30. 2011, and for successive periods of one year thereafter, unlessterminated pursuant to Sections 10.2 or 10.3 of this Agreement.     10.2. Termination by FNF.          (a) For Cause. FNF may terminate this Agreement, upon receipt by the Manager of 30days’ prior written notice of FNF’s election to do so, if:          (i) in FNF’s reasonable judgment, the Manager has not managed the Property inaccordance with the provisions of Sections 2.1 and 2.2 above, or has otherwisedefaulted in the performance of its obligations hereunder, and has not remedied or cured thefacts giving rise to FNF’s right to terminate under this subsection within thirty days afterreceipt of written notice from FNF specifying such facts;          (ii) a receiver, liquidator or trustee of the Manager shall be appointed by courtorder, or a petition to liquidate or reorganize the Manager shall be filed against theManager under any bankruptcy, reorganization or insolvency law and such order or petition isnot vacated or dismissed within 60 days, or the Manager shall file a petition in bankruptcyor request a reorganization under any provision of the bankruptcy, reorganization orinsolvency laws, or if the Manager shall make an assignment for the benefit of itscreditors, or if the Manager is adjudicated a bankrupt;          (iii) there is any damage or destruction to the Property and FNF elects not to rebuildor restore the Property, or there is a taking by condemnation, or similar proceeding, of asubstantial portion of the Property; or
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          (iv) FNF shall, at any time, sell or otherwise transfer all or any portion of itsinterest in the Property.          (b) Without Cause. Upon 90 days’ prior written notice to the Manager, FNF mayterminate this Agreement at any time, in its sole discretion, without cause of any kind.     10.3. Termination by the Manager.          (a) For Cause. The Manager may terminate this Agreement, by 60 days’ prior writtennotice to FNF, if FNF has defaulted in its obligations hereunder, and has not cured such defaultwithin 30 days after receipt of written notice from the Manager specifying such default.          (b) Without Cause. Upon 90 days’ prior written notice to FNF, the Manager mayterminate this Agreement at any time, in its sole discretion, without cause of any kind.     10.4. Manager’s Obligations after Termination. Upon the expiration or termination ofthis Agreement pursuant to Section 10.2 or 10.3, the Manager shall:          (a) deliver to FNF, or to such other person or persons designated by FNF, copies of alldedicated books and records of the Property and all funds in the possession of the Managerbelonging to FNF or received by the Manager pursuant to the terms of this Agreement;          (b) deliver to FNF any and all funds of FNF on hand or in any bank account, including allsecurity deposits of tenants, if not previously delivered to FNF, less any unpaid compensation dueto the Manager pursuant to this Agreement, and less any other reimbursements due to the Managerunder this Agreement;          (c) deliver to FNF, as received, any funds due to FNF under this Agreement but received aftersuch termination;          (d) deliver to FNF all materials, supplies, keys, contracts, documents, plans, specifications,promotional materials and other materials dedicated to the Property; and          (e) assign, transfer or convey to such person or persons all service contracts and personalproperty dedicated to or used exclusively in the operation and maintenance of the Property, exceptany personal property which was paid for and is owned by the Manager. The Manager shall, at itscost and expense, remove all signs that it may have placed at the Property indicating that it isthe Manager of the Property and repair and restore any damage resulting therefrom. The Managershall also, for a period of 90 days after such expiration or termination, make itself available toconsult with and advise FNF, or such other person or persons designated by FNF, regarding theoperation and maintenance of the Property.The Manager shall be reimbursed for all actual costs and out of pocket expenses incurred by it inconnection with any such termination and the transition to a new manager for the Property, providedthat the Manager shall use its reasonable commercial efforts to mitigate such costs and expenses.
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     11. Dispute Resolution.     11.1. Amicable Resolution. The Parties mutually desire that friendly collaborationwill continue between them. Accordingly, they will try to resolve in an amicable manner alldisagreements and misunderstandings connected with their respective rights and obligations underthis Agreement, including any amendments hereto. In furtherance thereof, in the event of anydispute or disagreement (a “Dispute”) between the Parties in connection with this Agreement(including, without limitation, the standards of performance, delay of performance ornon-performance of obligations, or payment or non-payment of fees hereunder), then the Dispute,upon written request of either Party, will be referred for resolution to the president (or similarposition) of the division implicated by the matter for each Party, which presidents will havefifteen (15) days to resolve such Dispute. If the presidents of the relevant divisions for eachParty do not agree to a resolution of such Dispute within fifteen (15) days after the reference ofthe matter to them, such presidents of the relevant divisions will refer such matter to thepresident of each Party for final resolution. Notwithstanding anything to the contrary in thisSection 11, any amendment to the terms of this Agreement may only be effected in accordancewith Section 12.6.     11.2. Arbitration. In the event that the Dispute is not resolved in a friendly manneras set forth in Section 11.1, either Party involved in the Dispute may submit the disputeto binding arbitration pursuant to this Section 11.2. All Disputes submitted toarbitration pursuant to this Section 11.2 shall be resolved in accordance with theCommercial Arbitration Rules of the American Arbitration Association, unless the Parties involvedmutually agree to utilize an alternate set of rules, in which event all references herein to theAmerican Arbitration Association shall be deemed modified accordingly. Expedited rules shall applyregardless of the amount at issue. Arbitration proceedings hereunder may be initiated by eitherParty making a written request to the American Arbitration Association, together with anyappropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida.All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to bespecified by the arbitrators (or any place agreed to by the Parties and the arbitrators). Thearbitration shall be by a single qualified arbitrator experienced in the matters at issue, sucharbitrator to be mutually agreed upon by the Parties. If the Parties fail to agree on anarbitrator within thirty (30) days after notice of commencement of arbitration, the AmericanArbitration Association shall, upon the request of either Party to the Dispute, appoint thearbitrator. Any order or determination of the arbitral tribunal shall be final and binding uponthe Parties to the arbitration as to matters submitted and may be enforced by either Party to theDispute in any court having jurisdiction over the subject matter or over either Party. All costsand expenses incurred in connection with any such arbitration proceeding (including reasonableattorneys’ fees) shall be borne by the Party incurring such costs. The use of any alternativedispute resolution procedures hereunder will not be construed under the doctrines of laches, waiveror estoppel to affect adversely the rights of either Party.     11.3. Non-Exclusive Remedy. Nothing in this Section 11 will prevent eitherParty from immediately seeking injunctive or interim relief in the event (i) of any actual orthreatened breach of confidentiality or (ii) that the Dispute relates to, or involves a claim of,actual or threatened infringement of intellectual property. All such actions for injunctive orinterim relief shall be brought in a court of competent jurisdiction. Such remedy shall not bedeemed to be the
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exclusive remedy for breach of this Agreement, and further remedies may be pursued inaccordance with Section 11.1 and Section 11.2 above.     11.4. Commencement of Dispute Resolution Procedure. Notwithstanding anything to thecontrary in this Agreement, the Parties, but none of their respective Subsidiaries or Affiliates,are entitled to commence a dispute resolution procedure under this Agreement, whether pursuant tothis Section 11 or otherwise, and each Party will cause its respective Affiliates not tocommence any dispute resolution procedure other than through such Party as provided in thisSection 11.     11.5. Compensation. FNF shall continue to make all payments due and owing underSection 6 for services not the subject of a Dispute and shall not off-set such fees by theamount of fees that are the subject of the Dispute.     12. Miscellaneous.     12.1. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the Florida, without regard to the conflicts of laws provisions thereof.     12.2. Counterparts. This Agreement may be executed in one or more counterparts, whichtogether shall constitute one and the same instrument.     12.3. Successors, Assigns and Affiliates. This Agreement shall be binding upon, andshall inure to the benefit of, the Parties and their respective successors, assigns and affiliates.This Agreement is a contract for the personal services of the Manager, and the Manager may notassign this Agreement without FNF’s prior written approval, which may be withheld in the solediscretion of FNF.     12.4. Notices. Any notice or other communication to be given or made under thisAgreement (“Notice”) shall be in writing and shall be deemed received (i) when deliveredpersonally, (ii) when sent by facsimile, if confirmed by overnight courier service delivered thenext day, (iii) on the third business day following the sending thereof by overnight courierservice, or (iv) on the third business day following the sending thereof by registered or certifiedmail, return receipt requested. All Notices shall be addressed to the addresses of the Party, orsent by facsimile to their facsimile numbers, as set forth on the signature pages hereof.     12.5. Entire Agreement. This Agreement contains the entire Agreement among theParties with respect to the subject matter hereof, and supersedes all prior agreements andunderstandings, oral or written, between the Parties with respect thereto.     12.6. Amendments, Consents and Approvals. This Agreement may be amended only by aninstrument in writing agreed to by each of the Parties hereto. To be effective, consents andapprovals must be in writing.     12.7. No Waiver. The failure of FNF to seek redress for breach, or to insist upon thestrict performance of any covenant, agreement, provision or condition of this Agreement, shall notconstitute a waiver thereof, and FNF shall have all remedies provided herein and by
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applicable law with respect to any subsequent act which would have originally constituted abreach.     12.8. No Agency. The Manager is an independent contractor and, as such, shall besolely responsible for all of its employees, for the supervision of all persons performing servicesin connection with the performance of all of FNF’s obligations relating to the maintenance andoperation of the Property, and for determining the manner and time of performance of all actshereunder. Nothing herein contained shall be construed to establish the Manager as an agent ofFNF, or to create a joint venture or partnership between the Manager and FNF.     12.9. Effectiveness. Notwithstanding the date hereof, this Agreement shall becomeeffective as of the date and time that the Distribution as described in the Contribution andDistribution Agreement dated as of June 13, 2008 between FNF and LPS, is effective.[*signature page follows*]
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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on their behalf bytheir duly authorized representatives as of the date first set forth above.         **FIDELITY NATIONAL FINANCIAL, INC.**           By /s/ Michael L. Gravelle Michael L. Gravelle      Executive Vice President, Legal         Address: 601 Riverside Avenue    Jacksonville, Florida 32204    Attention: General Counsel         **LENDER PROCESSSING SERVICES, INC.**           By /s/ Jeffrey S. Carbiener Jeffrey S. Carbiener      President and Chief Executive Officer         Address: 601 Riverside Avenue    Jacksonville, Florida  32204    Attention:  General Counsel
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