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Jacksonville, Florida but specifically excluding Buildings I, II, III, and IV and the realproperty not subject to the Synthetic Lease (collectively, the “Corporate Campus”). The partiesfurther acknowledge and agree that, initially hereunder, the Premises constitute **159,731**rentablesquare feet representing approximately **61.54%**(“Sublessee’s Share”) (including a load fact of**37.10%**for common/shared space) of the **259,568**rentable square feet of space in Building V, itbeing understood that the parties anticipate that Sublessee’s Share shall fluctuate and changeas and when the rentable square feet of space allocated and leased to Sublessee hereunder changes.     1.2 **Reallocations of Space**. Notwithstanding any other provision herein or in any otheragreement or instrument to the contrary, the parties understand and acknowledge that Sublessor andSublessee anticipate that there will be reallocations of office space among Sublessor, Sublesseeand FIS, including one or more reallocations during calendar year 2008. The parties hereby agreethat Sublessee’s Share may, by mutual agreement, increase or decrease from time to time during theterm of this Sublease, in which case the parties shall memorialize the changes in (i) rentablesquare footage of the Premises, (ii) Sublessee’s Share and (iii) monthly Base Rent. In such event,Sublessee’s Base Rent and Additional Rent shall be re-calculated based on the rentable square footsubleased and allocated to Sublessee, determined as a percentage of the total rentable square footof office space available at the Corporate Campus.2. **Term****.**The initial term of this Sublease (“Initial Term”) shall be for three (3) yearscommencing June 30, 2008 (the “Commencement Date”) and terminate on June 30, 2011.3. **Rent****.**     3.1 **Base Rent.**Sublessee shall pay to Sublessor base rent (“Base Rent”), at an annual rate of**$10.50**per rentable square foot, in equal monthly installments of **$139,764.63**, without prior noticeor demand, in advance, on the first day of each calendar month at such place as Sublessor maydirect, in writing. If the Term commences on a day other than the first day of a calendar month,Sublessee shall pay to Sublessor, on or before the Commencement Date, a pro rata portion of themonthly installment of Base Rent, such pro rata portion to be based on the actual number ofcalendar days remaining in such partial month after the Commencement Date. If the Term shallexpire on other than the last day of a calendar month, such monthly installment of Base Rent shallbe prorated for each calendar day of such partial month. If any portion of Base Rent or other sumpayable to Sublessor hereunder shall be due and unpaid for more than fifteen (15) days afterwritten notice from Sublessor to Sublessee that such payment has not been received, it shallthereafter bear interest at a rate equal to twelve percent (12%) per annum (the “Default Rate”).     3.2 **Additional Rent.**In addition to paying Base Rent, Sublessee shall pay as additional rent(“Additional Rent” and, together with Base Rent and the Furnishings Rent (defined herein),collectively, the “Rent”) Sublessee’s Share of Sublessor’s reasonable estimate of operatingexpenses for the entire Corporate Campus (“Operating Expenses”). Sublessor reasonably estimatesSublessee’s Additional Rent for the calendar year 2008 is **$16.69**per rentable square foot per yearor **$222,159.20**per month, which when combined with the Base Rent shall result in a monthly Rentpayment of **$361,923.82**, which is equal to $28.44 per rentable square foot per year for 2008. Inaddition to the Base Rent and the Additional Rent, Sublessee shall also pay **$52,274.57**per monthfor certain furniture and furnishings leased by
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Sublessee and used on the Premises. Sublessee shall pay Additional Rent and Furnishings Rentat the same times and in the same manner as Base Rent. Sublessor shall adjust Additional Rent onan annual basis in 2009, 2010, and 2011 based on the same aboveprinciples. Sublessor shall adjust Furnishings Rent on an annualbasis in 2009, 2010, and 2011 to reflect the actual amount offurniture and fixture depreciation costs as well as the purchase ofadditional furnishings for use by Sublessee on the Premises. Sublessee shall beliable to Sublessor for the entire cost (as opposed to Sublessee’s Share) of Sublessor’s costs ofproviding any services or materials exclusively to Sublessee.          3.2.1 [intentionally omitted].          3.2.2 True-Up of Actual Operating Expenses. On or before the first day of Marchfollowing the end of each calendar year (an “Expense Year”), Sublessor shall deliver to Sublessee astatement setting forth (i) the amount Sublessee paid as Rent for the applicable Expense Year, and(ii) the amount of Sublessee’s Share of actual Operating Expenses for the applicable Expense Year.If the amount Sublessee paid as Rent for the applicable Expense Year exceeds the amount ofSublessee’s Share of actual Operating Expenses for the applicable Expense Year, then Sublessorshall credit such difference on Sublessee’s next payment(s) of Rent. If the amount Sublessee paidas Rent for the applicable Expense Year was less than the actual amount of Sublessee’s Share ofOperating Expenses for the applicable Expense Year, then Sublessee shall pay such difference asAdditional Rent to Sublessor on Sublessee’s next payment of Rent. Sublessor’s failure to furnishsuch statement for any Expense Year in a timely manner shall not prejudice Sublessor from enforcingits rights hereunder. Even if the Sublease term has expired and Sublessee has vacated thePremises, if an excess or shortfall exists when the final determination is made, Sublessee shallimmediately pay or receive a credit of such excess or shortfall.          3.2.3 Items Included in Operating Expenses. Except as otherwise set forth herein, theterm “Operating Expenses” includes all expenses, costs, and amounts of every kind that Sublessoractually and reasonably pays or incurs during any Expense Year as a direct result of or inconnection with the ownership, operation, management, maintenance, or repair of the CorporateCampus (including the buildings thereon), including:     3.2.3.1 Tax expenses (except for excess profits taxes, franchise taxes, gifttaxes, capital stock taxes, inheritance and succession taxes, estate taxes, federaland state income taxes, and other taxes applied or measured by Sublessor’s generalor net income;     3.2.3.2 The cost of supplying utilities;     3.2.3.3 The cost of operating, managing, maintaining, and repairing utility,mechanical, sanitary, storm drainage, and elevators;     3.2.3.4 The cost of supplies and tools and of equipment, maintenance, andservice contracts in connection with those systems;     3.2.3.5 The cost of providing telephone-related telecommunications services andequipment;     3.2.3.6 The cost of providing mail delivery services;
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     3.2.3.7 The cost of landscaping;     3.2.3.8 The cost of licenses, certificates, permits and inspections;     3.2.3.9 The cost of contesting the validity or applicability of governmentenactments that may affect the Operating Expenses;     3.2.3.10 The costs incurred in connection with the implementation and operationof a transportation program, if any;     3.2.3.11 The cost of insurance carried by Sublessor in amounts reasonablydetermined by Sublessor;     3.2.3.12 The cost of parking area maintenance, repair, and restoration,including resurfacing, repainting, restriping, and cleaning;     3.2.3.13 The cost of providing security in and around the Corporate Campus(including security for the buildings on the Corporate Campus), including but notlimited to the installation, operation, and maintenance of security equipment andthe wages, salaries, and other compensation and benefits of all persons engaged inproviding security in and around the Corporate Campus;     3.2.3.14 The cost of building depreciation and common area furniture, fixtures,and equipment amortized over the useful life of such items including, but notlimited to, such items located in the lobbies of the buildings and the corporate gymand cafeteria located on the ground floor of the buildings; and     3.2.3.15 Subject to the provisions of Section 3.2.4, below, the cost of itemsconsidered capital repairs, replacements, improvements and equipment under generallyaccepted accounting principles consistently applied or otherwise (“Capital Items”)amortized over the useful life of such items, including financing costs, if any,incurred by Sublessor after the effective date of the Sublease for any capitalimprovements installed or paid for by Sublessor.     3.2.3.16 Any other costs of the Sublessor reasonably included in thecalculation of Operating Expenses for that calendar year and not otherwisespecifically identified herein that directly relate to or arise out of theownership, operation, management, maintenance, or repair of the Corporate Campus(including the buildings thereon).          3.2.4 Items Excluded from Operating Expenses. Sublessor and Sublessee herebyexpressly acknowledge and agree that the following items shall be excluded from the calculation ofOperating Expense items:     3.2.4.1 Repairs or other work occasioned by the exercise of right of eminentdomain;
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     3.2.4.2 Leasing commissions, attorneys’ fees, costs and disbursements and otherexpenses, all of which are incurred in the connection with negotiations or disputeswith sublessees, other occupants or prospective tenants;     3.2.4.3 Renovating or otherwise improving or decorating, painting orredecorating leased space for tenants or other occupants or vacant tenant space,other than ordinary maintenance provided to all tenants, except in all common areas;     3.2.4.4 Sublessor’s costs of electricity and other services sold separately totenants for which Sublessor is entitled to be reimbursed by such tenants as anadditional charge over and above the base rent and operating expense or other rentaladjustments payable under the Sublease with such tenant, and domestic watersubmetered and separately billed to tenants;     3.2.4.5 Expenses in connection with services or other benefits of a type whichSublessee is not entitled to receive under the Sublease but which are provided toanother tenant or occupant;     3.2.4.6 Cost incurred due to violation by Sublessor or any tenant of the termsand conditions of any Sublease;     3.2.4.7 Interest on debt or amortization payments on any mortgage or mortgagesand under any ground or underlying leases or lease with respect to the Premises;     3.2.4.8 Any compensation paid to clerks, attendants or other persons incommercial concessions operated by Sublessor;     3.2.4.9 Any particular items and services for which Sublessee otherwisereimburses Sublessor by direct payment over and above Base Rent and OperatingExpense adjustment, including but not limited to any services covered in anycorporate and transitional services agreement such as data management services,interexchange services (i.e., private line, paging, cellular), corporate voicemail,and electronic messaging services (i.e., Exchange 2000, Active directory, and SMTProuting and support);     3.2.4.10 Advertising and promotional expenditures;     3.2.4.11 Any expenses for which Sublessor is compensated through proceeds ofinsurance;     3.2.4.12 Any and all costs arising from the release of hazardous materials orsubstances (as defined by applicable laws in effect on the date the Sublease isexecuted) in or about the Premises, the Corporate Campus (including the buildingsthereon), or the Land in violation of applicable law including, without limitation,hazardous substances in the ground water or soil, not placed by
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Sublessee in the Premises, the buildings on the Corporate Campus, or the landon which the Corporate Campus is situated;     3.2.4.13 Costs incurred in connection with upgrading the Corporate Campus(including the buildings) to comply with violations of disability, life, fire andsafety codes, ordinances, statutes, or other laws in effect prior to the effectivedate of the Sublease, including, without limitation, the Americans with DisabilitiesAct (42 U.S.C. 12101 etseq.) (“ADA”) and any penalties or damagesincurred due to such non-compliance; provided, however, Sublessee shall paySublessee’s share of the amortized costs incurred by Sublessor to comply with ADAviolations cited during the term of this Sublease; and provided further however,Sublessee shall bear one hundred percent (100%) of the costs associated with ADAviolations cited with respect to alterations made by Sublessee;     3.2.4.14 Any and all costs associated with the maintenance and operation of thedata center located on the Corporate Campus provided, however, that Sublessee shallpay Sublessee’s Share of landscaping and parking costs associated with such datacenter; and     3.2.4.15 Any and all costs associated with the telephone switch space leased bySublessor to Alltel Corporation, provided, however, that Sublessee shall paySublessee’s Share of landscaping and parking costs associated with such space.          3.2.5 Cost Allocation Agreement. Without limiting the foregoing or any otherprovision of this Sublease, the Parties agree that they may from time to time enter into costallocation agreements or other contractual arrangements with respect to the allocation of theoperating costs of the buildings on the Corporate Campus as among Sublessor, Sublessee, FIS and/orother parties.     3.3 **Audit.**Sublessee shall have the right at all reasonable times within sixty (60) daysafter Sublessor has provided Sublessee with a statement of the actual Operating Expenses, and atits sole expense, to audit Sublessor’s books and records relating to this Sublease for that ExpenseYear. Should such an audit disclose a discrepancy between actual Operating Expense and whatSublessee paid for Sublessee’s Share of such Operating Expenses and such discrepancy is equal to orgreater than two percent (2%), Sublessor shall not only refund the discrepancy amount to Sublesseebut also pay for the actual cost of such audit upon being billed therefor by Sublessee.4. **Use of Premises.**Sublessee shall have the right to use and occupy the Premises for the purposeof general office. Sublessor covenants and agrees that throughout the term of this Sublease,Sublessee shall be entitled to a reasonable number of parking spaces for its employees, customersand visitors.5. **Quiet Enjoyment.**Sublessor warrants to Sublessee that Sublessor is the owner of the Premisesand the buildings that the Premises are located in on the Corporate Campus, and that
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Sublessor may rightfully enter into this Sublease. Sublessor shall protect, defend and indemnifySublessee against any interference with Sublessee’s use and quiet enjoyment of the Premises.6. **Taxes.**Sublessor shall be responsible for the payment of all taxes assessed on the Premisesduring the Term, subject to Sublessee’s obligation to reimburse Sublessor for Sublessee’s Sharethereof, and Sublessee shall be responsible for the payment of taxes assessed upon any ofSublessee’s personal property located on the Premises. Notwithstanding any contrary provisionherein, Sublessee shall pay prior to delinquency any rent tax, sales tax or service tax generatedas result of this Sublease.7. **Insurance.**Sublessee shall pay its pro rata share of all premiums for fire insurance, extendedcoverage insurance, liability insurance, “other perils” insurance, and other insurance carried bySublessor on or with respect to the Premises. Sublessee’s pro rata share of the insurancepremiums, regardless of the manner in which they are to be paid, shall be deemed to be additionalrental due under this Sublease. If the premiums should increase or decrease at any time,Sublessee’s pro rata share and Sublessee’s payments shall be appropriately adjusted.     7.1 **Liability Insurance.**Sublessee and Sublessor shall each separately maintain at all timesduring the Initial Term and any Renewal Term and keep in force for their mutual benefit, commercialgeneral liability insurance against claims for personal injury, death or property damage occurringin, on or about the Premises or sidewalks or areas adjacent to the Premises to afford protection tothe limit of not less than $5,000,000 combined single limit. Such insurance may be covered under ablanket policy covering the Premises and other locations of Sublessee or an affiliate corporationor entity. Certificates of all policies of insurance shall be delivered to the party requestingthe certificates or parties designated by the party requesting the certificates upon writtenrequest.     7.2 **Waiver of Subrogation.**Both Sublessee and Sublessor agree to seek a waiver of subrogationclause from their respective insurers which establishes a waiver of the insurer’s subrogationagainst Sublessor or Sublessee as the case may be for any property loss (real/personal property orimprovements/betterments) caused by the other. Any policy or policies of insurance procured bySublessor or Sublessee, covering direct or indirect property loss, shall include a waiver ofsubrogation clause in favor of the other party as the case may be.8. **Utilities.**Sublessor and Sublessee agree that the Corporate Campus (including the buildingslocated thereon) is already connected for sewer, water, gas, and electricity. Subject toSublessee’s obligations to pay Sublessee’s Share of the cost Sublessor incurs in supplyingutilities to the common areas, Sublessee shall pay all utility expenses incurred by Sublessee inconnection with Sublessee’s use of the Premises (collectively, “Sublessee’s Utility Expenses”). Inthe event utility service is interrupted to the Premises due to the need for maintenance and repairto the utility lines, Sublessor shall immediately commence restoration and repairs of the lines andconduits in order that said utility service shall be resumed at the earliest possible time. IfSublessor shall fail to make such repairs after written notice from Sublessee, Sublessee may do soat Sublessor’s expense. Additionally, should there be an interruption in the utilities for morethan 24 hours due to the Sublessor’s gross negligence, rent shall be abated until the utilities arerestored.
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9. **Maintenance and Repairs.**Structural portions of the Premises, including the roof, foundation,exterior walls and load bearing interior walls, shall be maintained and repaired by Sublessorexcept to the extent repairs are made necessary by the acts of Sublessee. Except for the repairsand maintenance Sublessor is specifically obligated to make under this Section, Sublessee shallmaintain and keep the entire Premises including all partitions, doors, ceiling, fixtures, equipmentand appurtenances thereof in good order, condition and repair, reasonable wear and tear excepted atthe sole expense of Sublessee. To the extent an HVAC system serves the Premises exclusively,Sublessee shall be responsible for maintaining an HVAC service contract for routine filter changingand general upkeep. Sublessor may disapprove the contractor, provided however, its approval maynot be unreasonably withheld, conditioned or delayed.10. **Common Area Maintenance.**Sublessor shall keep the common area in good repair during the termor extension thereof, reasonable wear and tear excepted.11. **Alterations and Improvements.**Sublessee shall have the right at any time throughout the termof this Sublease and any extensions hereof, to make or cause to be made, any alterations,additions, or improvements, or install or cause to be installed any trade fixture, signs, floorcovering, interior or exterior painting or lighting, plumbing fixtures, shades or awnings, asSublessee may deem necessary or suitable with Sublessor’s prior written approval, which approvalshall not be unreasonably withheld or delayed so long as the requested improvements do not violatethe terms and conditions of the Master Lease Agreement. Upon the expiration of the Initial Term ofthis Sublease, Sublessee shall have the option to remove such alterations, decorations, additionsor improvements made by it, provided any damage to Premises resulting from such removal isrepaired. Also, upon the expiration of the Initial Term of this Sublease, Sublessee if requestedby Sublessor shall remove any signs and repair any damages to the Premises resulting from suchremoval. During the term, Sublessee shall not make any alterations, additions, improvements,non-cosmetic changes or other material changes to the Premises without the prior written approvalof Sublessor, which approval shall not be unreasonably withheld or delayed so long as the requestdoes not violate the terms and conditions of the Master Lease Agreement. Notwithstanding theforegoing, Sublessee shall be permitted to make Minor Alterations (as defined below) withoutSublessor’s prior written consent. Minor Alterations, as used herein, shall be defined as anyalterations, improvements, etc. made to the Premises (excluding the facade thereof) which do notaffect the structure of the buildings, their systems or equipment. If Sublessor approves anyalterations, additions, improvements, etc., Sublessor shall notify Sublessee, in writing, alongwith Sublessor’s approval notice, of whether Sublessee shall, upon termination of this Sublease,either: (i) remove any such alterations or additions and repair any damage to the Premises (or thebuildings in which the Premises are located) occasioned by their installation or removal andrestore the Premises to substantially the same condition as existed prior to the time when any suchalterations or additions were made, or (ii) reimburse Sublessor for the cost of removing suchalterations or additions and the restoration of the Premises.12. **Fire or Casualty.**If more than twenty-five percent (25%) of the Premises or the use, occupancyor access to or of the Premises shall be destroyed in whole or in part by fire or other casualty,Sublessee may in its reasonable discretion terminate this Sublease. If less than twenty-fivepercent (25%) of the Premises shall be destroyed in whole or in part by fire or casualty, the
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Rent due during the remainder of the Sublease term shall be reduced in proportion to the areadestroyed, effective on the date of the casualty. Within thirty (30) days after the date of a fireor other casualty, Sublessor must inform Sublessee if the Premises and the buildings in which thePremises are located will be rebuilt. If the Premises is to be rebuilt and Sublessee elects not toterminate the Sublease, the Premises (including the office buildings in which the Premises arelocated, must be rebuilt and ready for occupancy within ninety (90) days of date of fire or othercasualty. Sublessor and Sublessee agree and covenant that neither shall be liable to the other forloss arising out of damage to or destruction of the Premises or contents thereof when such loss iscaused by any perils included within, and covered by, standard fire and extended coverage insurancepolicy of the state of Florida. This Sublease shall be binding whether or not such damage ordestruction is caused by negligence of either Party or their agents, employees or visitors.Sublessor agrees to carry fire and extended coverage to the extent required by its lender, and ifthere is no lender, in an amount satisfactory to Sublessor.13. **Eminent Domain.**If more than twenty-five percent (25%) of the Premises (or the use, occupancyor access to or of the Premises) shall be taken or condemned by any governmental orquasi-governmental authority for any public or quasi-public use or purpose (including sale underthreat of such a taking), or if the owner elects to convey title to the condemnor by a deed in lieuof condemnation, then Sublessee may in its discretion terminate the Sublease and be relieved fromfurther liability hereunder. If less than twenty -five percent (25%) of the Premises (or the use,occupancy or access to or of the Premises) shall be taken or condemned by any governmental orquasi-governmental authority for any public or quasi-public use or purpose (including sale underthreat of such a taking), or if Sublessee elects not to terminate this Sublease, the Rent dueduring the remainder of the Sublease term shall be reduced in proportion to the area taken,effective on the date physical possession is taken by the condemning authority; provided, however,that in the event Sublessee cannot reasonably operate its business at the Premises due to suchpartial taking, Sublessee shall be permitted to terminate this Sublease by written notice toSublessor.14. **Sublessee’s Default.**     14.1 Any other provisions in this Sublease notwithstanding, it shall be an event of default(“Event of Default”) under this Sublease if: (i) Sublessee fails to pay any installment of rent orany other sum payable by Sublessee hereunder when due and such failure continues for a period often (10) days after written notice from Sublessor to Sublessee that such payment has not beenreceived, or (ii) Sublessee fails to observe or perform any other material covenant or agreement ofSublessee herein contained and such failure continues after written notice given by or on behalf ofSublessor to Sublessee for more than thirty (30) days, provided, however, that ifsuch non-monetary Event of Default by Sublessee cannot reasonably be cured within such thirty (30)day period, and provided further that Sublessee is proceeding with due diligence to effect a cureof said Event of Default, no Event of Default hereunder shall be declared by Sublessor if Sublesseecontinues to proceed with diligence to cure said Event of Default, but in no event shall such cureperiod extend beyond ninety (90) days following notice from Sublessor of such violation, default orbreach, or (iii) Sublessee files a petition commencing a voluntary case, or has filed against it apetition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the UnitedStates Code), as now or hereafter in effect, or under any similar law, or files or has filedagainst it a petition or answer in bankruptcy or for reorganization or for an
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arrangement pursuant to any state bankruptcy law or any similar state law, and, in the case ofany such involuntary action, such action shall not be dismissed, discharged or denied within sixty(60) days after the filing thereof, or Sublessee consents or acquiesces in the filing thereof, or(iv) a custodian, receiver, trustee or liquidator of Sublessee or of all or substantially all ofSublessee’s property or of the Premises shall be appointed in any proceedings brought by or againstSublessee and, in the latter case, such entity shall not be discharged within sixty (60) days aftersuch appointment or Sublessee consents to or acquiesces in such appointment, or (v) Sublessee shallgenerally not pay Sublessee’s debts as such debts become due, or shall make an assignment for thebenefit of creditors, or shall admit in writing its inability to pay its debts generally as theybecome due. The notice and grace period provisions in clauses (i) and (ii) above shall have noapplication to the Events of Default referred to in clauses (iii) through (v) above.     14.2 If Sublessee shall fail to make any payment of rent when due or if Sublessee shall failto keep and perform any express written covenant of this Sublease and shall continue in default fora period of ten (10) days after Sublessee has received written notice of such default and demand ofperformance from Sublessor, Sublessor may commence judicial proceedings, provided, however, if anydefault shall occur (other than in the payment of rent) which cannot be cured within a period ofthirty (30) days and Sublessee, prior to the expiration of thirty (30) days from and after thegiving of notice as aforesaid, commences to eliminate such default and proceeds diligently to takesteps to cure the same, Sublessor shall not have the right to declare the term ended by reasonthereof for an additional period of sixty (60) days.     14.3 In the event of any such Event of Default, Sublessor at any time thereafter may at itsoption exercise any remedies available to Sublessor at law or in equity, including, withoutlimitation, one or more of the following remedies:          (i) Termination of Sublease. Sublessor may terminate this Sublease, by written noticeto Sublessee, without any right by Sublessee to reinstate its rights by payment of rent due orother performance of the terms and conditions hereof. Upon such termination Sublessee shallimmediately surrender possession of the Premises to Sublessor, and Sublessor shall immediatelybecome entitled to receive from Sublessee an amount equal to the difference between the aggregateof all rent reserved under this Sublease for the balance of the Initial Term or Renewal Term, asthe case may be, and the fair rental value of the Premises for that period, determined as of thedate of such termination, and reduced by the amount Sublessor may obtain upon reletting, discountedto present value at the rate of ten percent (10%).          (ii) Reletting. With or without terminating this Sublease, as Sublessor may elect,Sublessor may, by summary proceedings, re-enter and repossess the Premises, or any part thereof,and lease them to any other person upon such terms as Sublessor shall deem reasonable, for a termwithin or beyond the term of this Sublease; provided, that any such reletting prior totermination shall be for the account of Sublessee, and Sublessee shall remain liable for (i) allrent and other sums which would be payable under this Sublease by Sublessee in the absence of suchexpiration, termination or repossession, less (ii) the net proceeds, if any, of any relettingeffected for the account of Sublessee after deducting from such proceeds all of Sublessor’s actualexpenses, attorneys’ fees, employees’ expenses, reasonable alteration costs, expenses ofpreparation for such reletting and all other actual costs and expenses incurred as a result ofSublessee’s breach of this Sublease. Sublessor shall use commercially reasonable efforts to relet
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the Premises. If the Premises are at the time of default sublet or leased by Sublessee toothers, Sublessor may, as Sublessee’s agent, collect rents due from any subtenant or other tenantand apply such rents to the rent and other amounts due hereunder without in any way affectingSublessee’s obligation to Sublessor hereunder.          (iii) Injunction. In the event of breach by either party of any provision of thisSublease, the other party shall have the right of injunction and the right to invoke any remedyallowed at law or in equity in addition to other remedies provided for herein.          (iv) No Exclusive Right. No right or remedy herein conferred upon or reserved toSublessor or Sublessee is intended to be exclusive of any other right or remedy herein or by lawprovided, but each shall be cumulative and in addition to every other right or remedy given hereinor now or hereafter existing at law or in equity or by statute.          (v) Expenses. In the event that either Sublessor or Sublessee exercises any of theremedies provided herein, the wrongful party shall pay to the other all actual expenses incurred inconnection therewith, including reasonable attorneys’ fees.15. **Sublessor’s Default.**If Sublessor shall be in default or shall fail or refuse to perform orcomply with any of its obligations under this Sublease and shall continue in default for a periodof thirty (30) days after Sublessee has given Sublessor written notice of such default and demandof performance, Sublessee may remedy the same and deduct the cost thereof from subsequentinstallments of rent or terminate the Sublease and recover from Sublessor any and all damagesSublessee may have incurred due to such default or failure. Upon any default by Sublessor underthis Sublease, Sublessee may, except as otherwise specifically provided in this Sublease to thecontrary, exercise any of its rights provided at law or in equity.16. **Assignment and Sub-letting.**Sublessee shall not have the right to assign, sublet, transfer, orencumber this Sublease or its rights hereunder or any part thereof at any time without theSublessor’s prior written consent, except for the Permitted Transfers (defined below). A“Permitted Transfer” means an assignment or sublet to (i) any entity controlled by, controlling, orunder common control with Sublessee (a “Sublessee Affiliate”) or a Sublessee Affiliate, or (ii) anyentity with which Sublessee or a Sublessee Affiliate may merge or consolidate, which acquires allor substantially all of the assets or shares of stock of Sublessee or a Sublessee Affiliate, or(iii) any entity that is the successor in the event of a reorganization. In instances other thanPermitted Transfers, Sublessor agrees not to withhold or delay its written consent if to do sowould be commercially unreasonable so long as the proposed assignment or sublet does not violatethe terms and conditions of the Master Lease Agreement. In the event of any assignment of thisSublease by Sublessee, Sublessee shall not be and is not relieved of any liability under any andall of its covenants and obligations contained in or derived from this Sublease arising out of anyact, occurrence or omission occurring after said assignment; provided, however that the Sublessee’sassignee assumes all obligations of Sublessee hereunder and attorns to Sublessor for suchobligations. Sublessor may assign this Sublease in connection with the sale or financing of theDemised Premises provided that (i) no such assignment may impose upon Sublessee any obligationsgreater than set forth in the Sublease; and (ii) Sublessor gives notice to Sublessee within thirty(30) days following the effective date of the assignment which contains the assignee’s name,address, telephone number, and the name of the individual
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handling the affairs relating to this Sublease. Any rents received by Sublessor hereunder, whichin fact belong to the assignee of Sublessor, shall be held in trust by Sublessor and forwardedimmediately to the assignee of Sublessor. In the event of any assignment or sublease, Sublesseeshall remain responsible for the payment of rent and for the performance of all terms, covenantsand conditions undertaken by Sublessee pursuant to this Sublease unless otherwise agreed to bySublessor in writing.17. **Holding Over.**In the event Sublessee remains in possession of the Premises after theexpiration of the Initial Term or a Renewal Term without executing a new Sublease, Sublessee shalloccupy the Premises from month to month at a rental rate of 150% of the applicable rental rateduring the last month of the term, subject to all of the covenants of this Sublease insofar asconsistent with such a tenancy. The provisions of this Section shall not be deemed to limit orconstitute a waiver of any other rights or remedies of Sublessor provided herein or at law.18. **Signage.**Sublessee shall retain, throughout the term of the Sublease, the signage rights itpresently has on the exterior of Building V, as well as joint signage rights with Sublessor to themonument signage at Riverside Avenue, the directory and suite entry signage. Unless otherwiseconsented to by FNF, LPS and FIS, the only other signage that may appear on the exterior ofBuilding V (or any other buildings or properties that may become a part of or otherwise included inthis Sublease) and on the exterior monument signage during the Term shall be that of FNF, LPS orFIS. Any proposed change of the monument signage, or the signage on Building V, from that existingon the Commencement Date shall require the mutual agreement of FNF, LPS and FIS. Any proposedchange of the signage on any other building or properties that may become a part of or otherwiseincluded in this Sublease in which Sublessee occupies space from that existing on the CommencementDate shall require the mutual agreement of Sublessor and Sublessee, it being understoodthat other than Building V, if Sublessee does not occupy space therein, Sublessee shall have nosignage rights or right to consent to any change thereto. If the parties are unable to reachagreement on any such proposed change to the monument or building signage, then the matter shall bereferred to the Chief Executive Officers of each of FNF, LPS and FIS.19. **Hazardous Materials.**Sublessor and Sublessee agree to indemnify and hold harmless the otherfrom any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses(including, without limitation, any and all sums paid for settlement of claims, attorneys fees,consultant and expert fees) arising during or after the sublease term from or in connection withthe presence or suspected presence of hazardous substances in, on or beneath the Premises, unlessthe hazardous substances are present as the result of negligence, willful misconduct or other actsof the party otherwise so indemnified, its agents, employees, contractors or invitees. Withoutlimitation of the foregoing, this indemnification shall include any and all costs incurred due toany investigation by a federal, state or local agency or political subdivision, unless thehazardous substances are present solely as the result of negligence, willful misconduct or otheracts of the party otherwise so indemnified, its agents, employees, contractors or invitees. Thisindemnification shall specifically include any and all costs due to hazardous substances whichflow, diffuse, migrate or percolate into, onto or under the Premises after the Commencement Date.Each of the parties agrees to comply with all laws, codes, rules, and regulations of the UnitedStates and the State of Florida. Sublessee agrees that it will not store, keep, use, sell, disposeof or offer for sale in, upon or from the Premises any article or substance which may be
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prohibited by any insurance policy in force from time to time covering the buildings in which thePremises are located, nor shall Sublessee keep, store, produce or dispose of on, in or from thePremises or the buildings in which the Premises are located any substance which may be deemed ahazardous substance or infectious waste under any state, local or federal rule, statute, law,regulation or ordinance as may be promulgated or amended from time to time. As used herein,“hazardous substance” means any substance which is toxic, ignitable, reactive, or corrosive andwhich is regulated by any local government, the state in which the Premises is located, or theUnited States government or poses a threat to human health or the environment, and includes any andall material and substances which are defined as “hazardous waste”, “toxic substances” or a“hazardous substance” pursuant to state, federal or local governmental law, including, but notrestricted to, asbestos, polychlorobiphenyls and petroleum.20. **Americans with Disabilities Act.**Each of Sublessor and Sublessee represents and warrants thatany alterations, modifications, upfit or construction performed by it shall be performed incompliance with the ADA.21. **Subordination.**Subject to the covenant given by Sublessor in this paragraph to obtainnondisturbance and attornment agreements with any mortgage or beneficiary of a deed of trustencumbering the property, Sublessee agrees that this Sublease is and shall remain subject andsubordinate to any mortgage given by Sublessor on the property or the buildings in which thePremises are located, and Sublessor’s interest in this Sublease may be assigned as security for anypresent and future mortgages or deeds of trust attaching the property and all renewals,modifications, replacements and extensions thereof. However, Sublessor shall enter only intofinancing and mortgage agreements which allow Sublessee to retain its leasehold interest in thePremises provided Sublessee is not in default under this Sublease and which obligates Sublessee toabide by all the terms, covenants and conditions of this Sublease in the event the mortgagee takestitle to the Premises through foreclosure or accepts a deed in lieu of foreclosure. At any timeand from time to time upon not less than fifteen (15) days’ prior notice by Sublessor to Sublessee,Sublessee shall, without charge, execute, acknowledge and deliver to Sublessor a statement preparedby Sublessor, in a form for Sublessee to fill in and sign, certifying whether (i) this sublease isunmodified and in full force and effect (or if there have been modifications, whether the same isin full force and effect as modified and stating the modifications), (ii) the Term has commencedand Base Rent and Additional Rent have become payable hereunder and, if so, the dates to which theyhave been paid, (iii) whether or not, to the knowledge of the signer of such certificate, Sublessoris in default in performance of any of the terms of this Sublease and, if so, specifying each suchdefault of which the signer may have knowledge, (iv) Sublessee has accepted possession of thePremises, (v) Sublessee has made any claim against Sublessor under this Sublease and, if so, thenature thereof and the dollar amount, if any, of such claim, (vi) Sublessee then claims any offsetsor defenses against enforcement of any of the terms of this Sublease upon the part of Sublessee tobe performed, and, if so, specifying the same, and (vii) such further information with respect tothe Sublease or the Premises as Sublessor may reasonably request. Any such statement deliveredpursuant hereto may be relied upon by any prospective purchaser of the Premises or any part thereofor of the interest of Sublessor in any part thereof, by any mortgagee or prospective mortgageethereof, by any lessor or prospective lessor thereof, by any lessee or prospective lessee thereof,or by any prospective assignee of any mortgage thereof.
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22. **Attorney’s Fees.**In connection with any litigation arising out of this Sublease, theprevailing party, Sublessee or Sublessor, shall be entitled to recover all costs incurred,including reasonable attorney’s fees.23. **Limitation on Liability.**Neither party is liable to the other for under this sublease for anyspecial, incidental, punitive or consequential damages of any kind or nature, including, withoutlimitation, any lost profits or loss of business. Notwithstanding anything to the contrary,Sublessor is not liable for flood water damage unless Sublessor is grossly negligent or willfulmisconduct. Sublessor shall not be liable to Sublessee or to Sublessee’s employees, agents orinvitees, or to any other person or entity, whomsoever, for any injury to person or damage to orloss of property on or about the Premises or the common area caused by the negligence, acts oromissions, or misconduct of Sublessee, its employees, or of any other person entering the buildingsin which the Premises are located under the express or implied invitation of Sublessee, or arisingout of the use of the Subleased Premises by Sublessee and the conduct of its business therein, orarising out of any breach or default by Sublessee in the performance of its obligations under thisSublease or resulting from any other cause whatsoever, except Sublessor’s gross negligence; andSublessee hereby agrees to indemnify Sublessor and hold it harmless from any loss, cost, expense orclaims arising out of any such damage or injury.24. **Services Provided by Sublessor.**     24.1 **Security.**Sublessee shall adhere to Sublessor’s security procedures as they pertain tothe Premises. This may include, but not be limited to, proper display of security badges,maintaining accurate employee access rosters, and assisting Sublessor in the investigation ofsecurity related matters. Sublessor and Sublessee acknowledge that Sublessee is obligated toprovide security services throughout the Corporate Campus, and Sublessor is not obligated toprovide any additional security at or for the Premises.     24.2 **Mail Services.**Sublessor and Sublessee acknowledge that Sublessee is obligated toprovide mail delivery services within the Corporate Campus, and Sublessor is not obligated toprovide any additional mail delivery services at or for the Premises.25. **Memorandum of Sublease.**Sublessee shall not record this Sublease or a Memorandum of Sublease.26. **Confidentiality**. Each Party shall keep confidential any and all information concerning theother Party which it may obtain pursuant to this Sublease, and agrees not to disclose suchinformation to any person unless authorized to do so by the Party in question. The provisions ofthis Section 26 shall not, however, apply to information made generally available to the public byany Party or by third parties through lawful channels, or information which is obtained from athird person who (insofar as is known to the recipient of such information) is lawfully inpossession of such information and not in violation of any contractual, legal or fiduciaryobligation to a Party with respect to such information.27. **Limitation of Liability**. EACH PARTY SHALL BE LIABLE TO THE OTHER FOR ALL DIRECT DAMAGESARISING OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND EXPENSES RELATED TO,IN CONNECTION WITH
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OR ARISING OUT OF THIS AGREEMENT. EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFULMISCONDUCT, OR BY REASON OF A BREACH OF WARRANTY, ANY PARTY’S LIABILITY FOR ANY CLAIM OR CAUSE OFACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THISAGREEMENT SHALL BE LIMITED TO THE OTHER PARTY’S DIRECT OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED.IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL ORCONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.28. **Dispute Resolution**     28.1 **Amicable Resolution***.*The Parties mutually desire that friendly collaboration willcontinue between them. Accordingly, they will try to resolve in an amicable manner alldisagreements and misunderstandings connected with their respective rights and obligations underthis Sublease, including any amendments hereto. In furtherance thereof, in the event of anydispute or disagreement (a “Dispute”) between the Parties in connection with this Sublease, thenthe Dispute, upon written request of either Party, will be referred for resolution to the GeneralCounsels of the Parties, which General Counsels will have ten (10) days to resolve such Dispute.     28.2 **Mediation**. In the event any Dispute cannot be resolved in a friendly manner as set forthin Section 28.1, the Parties intend that such Dispute be resolved by mediation. If the GeneralCounsels of the Parties are unable to resolve the Dispute as contemplated by Section 28.1, eitherParty may demand mediation of the Dispute by written notice to the other, in which case the twoParties will select a single mediator within ten (10) days after the demand. Neither Party mayunreasonably withhold consent to the selection of the mediator. Each Party will bear its own costsof mediation but both Parties will share the costs of the mediator equally.     28.3 **Arbitration***.*In the event that the Dispute is not resolved pursuant to Section 28.1 orthrough mediation pursuant to Section 28.2, the latter within thirty (30) days of the submission ofthe Dispute to mediation, either Party involved in the Dispute may submit the dispute to bindingarbitration pursuant to this Section 28.3. All Disputes submitted to arbitration pursuant to thisSection 28.3 shall be resolved in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association, unless the Parties involved mutually agree to utilize an alternate set ofrules, in which event all references herein to the American Arbitration Association shall be deemedmodified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitrationproceedings hereunder may be initiated by either Party making a written request to the AmericanArbitration Association, together with any appropriate filing fee, at the office of the AmericanArbitration Association in Orlando, Florida. All arbitration proceedings shall be held in the cityof Jacksonville, Florida in a location to be specified by the arbitrators (or any place agreed toby the Parties and the Arbitrators). The arbitration shall be by a single qualified arbitratorexperienced in the matters at issue, such arbitrator to be mutually agreed upon by the Parties. Ifthe Parties fail to agree on an arbitrator thirty (30) days after notice of commencement ofarbitration, the American Arbitration Association shall, upon the request of any Party to thedispute or difference, appoint the arbitrator. Any order or determination of the arbitral tribunalshall be final and binding upon the Parties to the arbitration as to matters submitted and may beenforced by any Party to the Dispute in any court having
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jurisdiction over the subject matter or over any of the Parties. All costs and expensesincurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees)shall be borne by the Party incurring such costs. The use of any alternative dispute resolutionprocedures hereunder will not be construed under the doctrines of laches, waiver or estoppel toaffect adversely the rights of either Party.     28.4 **Non-Exclusive Remedy***.*Each of the Parties acknowledges and agrees that money damageswould not be a sufficient remedy for any breach of this Sublease by either Party. Accordingly,nothing in this Section 28 will prevent either Party from immediately seeking injunctive or interimrelief in the event of any actual or threatened breach of any confidentiality provisions of thisSublease. All actions for such injunctive or interim relief shall be brought in a court ofcompetent jurisdiction. Such remedy shall not be deemed to be the exclusive remedy for breach ofthis Sublease.     28.5 **Commencement of Dispute Resolution Procedure***.*Notwithstanding anything to the contraryin this Sublease, the Parties, but none of their respective Subsidiaries, are entitled to commencea dispute resolution procedure under this Sublease, whether pursuant to this Section 28 orotherwise, and each Party will cause its respective subsidiaries not to commence any disputeresolution procedure other than through such Party as provided in this Section 28.29. **Notices.**All notices, demands or requests which may be given by either party to the otherparty shall be in writing and shall be deemed to have been duly given on the date delivered inperson, or sent via telefax or electronic transmission (provided that in any such case, suchtelefax or electronic transmission is immediately thereafter confirmed by telephone), or on thenext business day if sent by overnight courier, and in each case addressed as set forth below:       **SUBLESSOR:** Fidelity National Financial, Inc.    601 Riverside Avenue    Jacksonville, Florida 32204    Attn: General Counsel    Phone: 904-854-8100       **SUBLESSEE:** Lender Processing Services, Inc.    601 Riverside Avenue    Jacksonville, Florida 32204    Attn: General Counsel    Phone: 904-854-8547The address to which such notices, demands, requests, elections or other communications are to begiven by either party may be changed by written notice given by such party to the other partypursuant to this Section.30. **Miscellaneous.**     30.1 **Successors and Assigns.**This Sublease shall be binding upon and shall inure to thebenefit of Sublessor, Sublessee and their respective successors and assigns.
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     30.2 **Governing Law.**This Sublease shall be construed under the laws of the State of Florida,without application of the conflict of law provisions thereof.     30.3 **Merger Clause.**This Sublease contains the entire agreement between Sublessor andSublessee regarding the Premises which are the subject of this Sublease and may only be altered bya written agreement executed by both Sublessor and Sublessee. Without limiting the foregoing, theparties expressly acknowledge that this Sublease, together with the Exhibits and Schedules hereto,shall not violate the terms of the Master Lease Agreement.     30.4 **Severability.**If any term or provision of this Sublease or the application hereof to anyperson or circumstance shall, to any extent, be invalid or unenforceable, the remainder of thisSublease shall not be affected thereby.     30.5 **Force Majeure.**In the event the performance by either party of any of its obligationshereunder, except with the respect of payment of money, is delayed by reason of an act of God,strike, governmental restrictions, war, terrorist threats or acts, or any other cause, similar ordissimilar, beyond the reasonable control of the party from whom such performance is due, theperiod for the commencement of completion thereof shall be extended for a period equal to theperiod during which performance is so delayed.     30.6 **Counterparts.**The Sublease may be executed in any number of counterparts, each of whichwhen so executed and delivered shall be deemed an original, but such counterparts together shallconstitute but one and the same instrument.     30.7 **No Partnership Created.**The Sublessor and Sublessee are not and shall not be consideredjoint venturers, not partners, and neither shall have power to bind or obligate the other except asset forth herein.     30.8 **Headings.**The titles to the paragraphs of this Sublease are inserted only as a matter ofconvenience and for reference and in no way confine, limit or describe the scope or intent of anysection of this Sublease, nor in any way affect this Sublease.     30.9 **Modification.**No modifications, alterations, or amendments of this Sublease or anyagreements in connection therewith shall be binding or valid unless in writing and duly executed byboth Sublessor and Sublessee.     30.10 **Effectiveness**. Notwithstanding the date hereof, this Sublease shall become effective asof the date and time that the Distribution becomes effective pursuant to the terms of theDistribution Agreement.
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**IN WITNESS WHEREOF,**Sublessor and Sublessee have executed this Sublease as of the day and yearabove first written.       *SUBLESSOR***:**  **FIDELITY NATIONAL FINANCIAL, INC.**,  a Delaware corporation      By:                         /s/ Michael L. Gravelle    Michael L. Gravelle    Executive Vice President, Legal               *SUBLESSEE***:**       **LENDER PROCESSING SERVICES, INC.**,  a Delaware corporation      By:                         /s/ Jeffrey S. Carbiener    Jeffrey S. Carbiener    President and Chief Executive Officer   
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