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change as and when the rentable square feet of space allocated and leased to Tenant hereunderchanges.     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 Landlord andTenant anticipate that there will be reallocations of office space among Landlord, Tenant and FNF,including one or more reallocations during calendar year 2008. The parties hereby agree thatTenant’s Share may, by mutual agreement, increase or decrease from time to time during the term ofthis Lease, in which case the parties shall memorialize the changes in (i) rentable square footageof the Premises, (ii) Tenant’s Share and (iii) monthly Base Rent. In such event, Tenant’s BaseRent and Additional Rent shall be re-calculated based on the rentable square foot leased andallocated to Tenant, determined as a percentage of the total rentable square foot of office spaceavailable at the Corporate Campus.**2.****Term****.**The initial term of this Lease shall be for three (3) years commencing June 30,2008 (“Commencement Date”) and terminating on June 30, 2011 (“Initial Term”).**3.****Rent****.**     3.1 **Base Rent.**Tenant shall pay to Landlord base rent (“Base Rent”), at an annual rate of**$10.50**per rentable square foot, in equal monthly installments of **$96,214.13**without prior noticeor demand, in advance, on the first day of each calendar month at such place as Landlord maydirect, in writing. If the Term commences on a day other than the first day of a calendar month,Tenant shall pay to Landlord, on or before the Commencement Date, a pro rata portion of the monthlyinstallment of Base Rent, such pro rata portion to be based on the actual number of calendar daysremaining in such partial month after the Commencement Date. If the Term shall expire on otherthan the last day of a calendar month, such monthly installment of Base Rent shall be prorated foreach calendar day of such partial month. If any portion of Base Rent or other sum payable toLandlord hereunder shall be due and unpaid for more than fifteen (15) days after written noticefrom Landlord to Tenant that such payment has not been received, it shall thereafter bear interestat a rate equal to twelve percent (12%) per annum (the “Default Rate”).     3.2 **Additional Rent.**In addition to paying Base Rent, Tenant shall pay as additional rent(“Additional Rent” and, together with Base Rent, collectively, the “Rent”) Tenant’s Share ofLandlord’s reasonable estimate of operating expenses for the entire Corporate Campus (“OperatingExpenses”). Landlord reasonably estimates Tenant’s Additional Rent for the calendar year 2008 is**$16.69**per rentable square foot per year or **$152,934.64**per month, which when combined with theBase Rent shall result in a monthly Rent payment of **$249,148.77**, which is equal to **$27.19**perrentable square foot per year for 2008. Commencing August 1, 2008, and otherwise as set forthherein, Tenant shall pay Additional Rent at the same times and in the same manner as Base Rent.Landlord shall adjust Additional Rent on an annual basis in 2009, 2010, and 2011 based on the sameabove principles. Tenant shall be liable to Landlord for the entire cost (as opposed to Tenant’sShare) of Landlord’s costs of providing any services or materials exclusively to Tenant.          3.2.1 Tenant’s Review of Operating Expenses Budget. On or prior to the first businessday of each December, commencing with calendar year 2008, Landlord shall deliver to
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Tenant the proposed budget for the Operating Expenses for the following calendar year (for anygiven year, the “Operating Expenses Budget”), setting forth in reasonable detail a list of theitems and categories of items to be included the Operating Expenses for such year. Within fifteen(15) business days after receipt thereof, Tenant’s chief accounting officer (or his/her designee)shall review the Operating Expenses Budget and the items and categories to be included, and ifhe/she does not agree with the Operating Expenses Budget or the items and categories to be includedtherein, then before the fifteenth (15th) business day after receipt, he/she shallnotify Landlord in writing of the nature and basis of his/her objections and, if known at the time,the amount of the adjustment(s) requested. In the event of objection(s) to the Operating ExpenseBudget, Landlord and Tenant shall use their reasonable best efforts to resolve Tenant’sobjection(s), but if the Parties are unable to resolve their differences within twenty (20)business days after Tenant’s receipt of the Operating Expenses Budget, then the dispute resolutionprocedures set forth in Section 28 shall apply, provided that, during the pendency of suchdispute, the Rent for the applicable year shall be adjusted to reflect the Operating ExpensesBudget as presented, it being understood that if the Operating Expenses Budget is laterrevised, then any excess Rent so paid shall be credited to Tenant’s next payment(s) of Rent. Inconnection with Tenant’s review of the Operating Expenses Budget as well as the resolution of anyobjections thereto, Landlord agrees to make available to Tenant all information (includingreasonable access to the personnel who prepared such information) reasonably necessary orappropriate to assist Tenant in evaluating the Operating Expenses Budget and the items includedtherein.          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”), Landlord shall deliver to Tenant astatement setting forth (i) the amount Tenant paid as Rent for the applicable Expense Year, and(ii) the amount of Tenant’s Share of actual Operating Expenses for the applicable Expense Year. Ifthe amount Tenant paid as Rent for the applicable Expense Year exceeds the amount of Tenant’s Shareof actual Operating Expenses for the applicable Expense Year, then Landlord shall credit suchdifference on Tenant’s next payment(s) of Rent. If the amount Tenant paid as Rent for theapplicable Expense Year was less than the actual amount of Tenant’s Share of Operating Expenses forthe applicable Expense Year, then Tenant shall pay such difference as Additional Rent to Landlordon Tenant’s next payment of Rent. Landlord’s failure to furnish such statement for any ExpenseYear in a timely manner shall not prejudice Landlord from enforcing its rights hereunder. Even ifthe Lease term has expired and Tenant has vacated the Premises, if an excess or shortfall existswhen the final determination is made, Tenant shall immediately pay or receive a credit of suchexcess 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 Landlordactually 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 Landlord’s general ornet income;
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     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;     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 Landlord in amounts reasonablydetermined by Landlord;     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 Landlord after the effective date of the Lease for any capitalimprovements installed or paid for by Landlord.
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     3.2.3.16 Any other costs of the Landlord reasonably included in the calculationof Operating Expenses for that calendar year and not otherwise specificallyidentified herein that directly relate to or arise out of the ownership, operation,management, maintenance, or repair of the Corporate Campus (including the buildingsthereon).          3.2.4 Items Excluded from Operating Expenses. Landlord and Tenant hereby expresslyacknowledge and agree that the following items shall be excluded from the calculation of OperatingExpense items:     3.2.4.1 Repairs or other work occasioned by the exercise of right of eminentdomain;     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 Tenants, 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 Landlord’s costs of electricity and other services sold separately totenants for which Landlord 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 Lease with such tenant, and domestic water submeteredand separately billed to tenants;     3.2.4.5 Expenses in connection with services or other benefits of a type whichTenant is not entitled to receive under the Lease but which are provided to anothertenant or occupant;     3.2.4.6 Cost incurred due to violation by Landlord or any tenant of the termsand conditions of any Lease;     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 Landlord;     3.2.4.9 Any particular items and services for which Tenant otherwise reimbursesLandlord by direct payment over and above Base Rent and Operating Expenseadjustment, including but not limited to any services covered in any corporate andtransitional services agreement such as data management services, interexchangeservices (i.e., private line, paging, cellular), corporate voicemail,
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and electronic messaging services (i.e., Exchange 2000, Active directory, andSMTP routing and support);     3.2.4.10 Advertising and promotional expenditures;     3.2.4.11 Any expenses for which Landlord 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 Lease 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 Tenant in thePremises, the buildings on the Corporate Campus, or the land on which the CorporateCampus 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 Lease, 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, Tenant shall pay Tenant’sshare of the amortized costs incurred by Landlord to comply with ADA violationscited during the term of this Lease; and provided further however, Tenant shall bearone hundred percent (100%) of the costs associated with ADA violations cited withrespect to alterations made by Tenant;     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 Tenant shall payTenant’s Share of landscaping and parking costs associated with such data center;and     3.2.4.15 Any and all costs associated with the telephone switch space leased byLandlord to Alltel Corporation, provided, however, that Tenant shall pay Tenant’sShare of landscaping and parking costs associated with such space.          3.2.5 Cost Allocation Agreement. Without limiting the foregoing or any otherprovision of this Lease, 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 between Landlord, Tenant, and/or otherparties.     3.3 **Audit.**Tenant shall have the right at all reasonable times within sixty (60) days afterLandlord has provided Tenant with a statement of the actual Operating Expenses, and at its soleexpense, to audit Landlord’s books and records relating to this Lease for that Expense Year.Should such an audit disclose a discrepancy between actual Operating Expense and what Tenant paidfor Tenant’s Share of such Operating Expenses and such discrepancy is equal to or greater
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than two percent (2%), Landlord shall not only refund the discrepancy amount to Tenant butalso pay for the actual cost of such audit upon being billed therefor by Tenant.**4.****Use of Premises****.**Tenant shall have the right to use and occupy the Premises for thepurpose of general office. Landlord covenants and agrees that throughout the term of this Lease,Tenant shall be entitled to a reasonable number of parking spaces for its employees, customers andvisitors.**5.****Quiet Enjoyment****.**Landlord warrants to Tenant that Landlord is the owner of the Premisesand the buildings that the Premises are located in on the Corporate Campus, and that Landlord mayrightfully enter into this Lease. Landlord shall protect, defend and indemnify Tenant against anyinterference with Tenant’s use and quiet enjoyment of the Premises.**6.****Taxes****.**Landlord shall be responsible for the payment of all taxes assessed on thePremises during the Term, subject to Tenant’s obligation to reimburse Landlord for Tenant’s Sharethereof, and Tenant shall be responsible for the payment of taxes assessed upon any of Tenant’spersonal property located on the Premises. Notwithstanding any contrary provision herein, Tenantshall pay prior to delinquency any rent tax, sales tax or service tax generated as result of thisLease.**7.****Insurance****.**Tenant shall pay its pro rata share of all premiums for fire insurance,extended coverage insurance, liability insurance, “other perils” insurance, and other insurancecarried by Landlord on or with respect to the Premises. Tenant’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 Lease. If the premiums should increase or decrease at any time, Tenant’s prorata share and Tenant’s payments shall be appropriately adjusted.          7.1 **Liability Insurance.**Tenant and Landlord 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 Tenant or an affiliate corporation orentity. Certificates of all policies of insurance shall be delivered to the party requesting thecertificates or parties designated by the party requesting the certificates upon written request.          7.2 **Waiver of Subrogation.**Both Tenant and Landlord agree to seek a waiver of subrogationclause from their respective insurers which establishes a waiver of the insurer’s subrogationagainst Landlord or Tenant 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 byLandlord or Tenant, 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****.**Landlord and Tenant agree that the Corporate Campus (including the buildingslocated thereon) is already connected for sewer, water, gas, and electricity. Subject to Tenant’sobligations to pay Tenant’s Share of the cost Landlord incurs in supplying utilities to the
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common areas, Tenant shall pay all utility expenses incurred by Tenant in connection with Tenant’suse of the Premises (collectively, “Tenant’s Utility Expenses”). In the event utility service isinterrupted to the Premises due to the need for maintenance and repair to the utility lines,Landlord shall immediately commence restoration and repairs of the lines and conduits in order thatsaid utility service shall be resumed at the earliest possible time. If Landlord shall fail tomake such repairs after written notice from Tenant, Tenant may do so at Landlord’s expense.Additionally, should there be an interruption in the utilities for more than 24 hours due to theLandlord’s gross negligence, rent shall be abated until the utilities are restored.**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 byLandlord except to the extent repairs are made necessary by the acts of Tenant. Except for therepairs and maintenance Landlord is specifically obligated to make under this Section, Tenant 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 Tenant. To the extent an HVAC system serves the Premises exclusively, Tenantshall be responsible for maintaining an HVAC service contract for routine filter changing andgeneral upkeep. Landlord may disapprove the contractor, provided however, its approval may not beunreasonably withheld, conditioned or delayed.**10.****Common Area Maintenance****.**Landlord shall keep the common area in good repair during theterm or extension thereof, reasonable wear and tear excepted.**11.****Alterations and Improvements****.**Tenant shall have the right at any time throughout theterm of this Lease 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, asTenant may deem necessary or suitable with Landlord’s prior written approval, which approval shallnot be unreasonably withheld or delayed. Upon the expiration of the Initial Term of this Lease,Tenant shall have the option to remove such alterations, decorations, additions or improvementsmade by it, provided any damage to Premises resulting from such removal is repaired. Also, uponthe expiration of the Initial Term of this Lease, Tenant if requested by Landlord shall remove anysigns and repair any damages to the Premises resulting from such removal. During the term, Tenantshall not make any alterations, additions, improvements, non-cosmetic changes or other materialchanges to the Premises without the prior written approval of Landlord, which approval shall not beunreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall be permitted to makeMinor Alterations (as defined below) without Landlord’s prior written consent. Minor Alterations,as used herein, shall be defined as any alterations, improvements, etc. made to the Premises(excluding the facade thereof) which do not affect the structure of the buildings, their systems orequipment. If Landlord approves any alterations, additions, improvements, etc., Landlord shallnotify Tenant, in writing, along with Landlord’s approval notice, of whether Tenant shall, upontermination of this Lease, either: (i) remove any such alterations or additions and repair anydamage to the Premises (or the buildings in which the Premises are located) occasioned by theirinstallation or removal and restore the Premises to substantially the same condition as existedprior to the time when any such alterations or additions were made, or (ii) reimburse Landlord forthe cost of removing such alterations or additions and the restoration of the Premises.
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**12.****Fire or Casualty****.**If more than twenty-five percent (25%) of the Premises or the use,occupancy or access to or of the Premises shall be destroyed in whole or in part by fire or othercasualty, Tenant may in its reasonable discretion terminate this Lease. If less than twenty-fivepercent (25%) of the Premises shall be destroyed in whole or in part by fire or casualty, the Rentdue during the remainder of the Lease term shall be reduced in proportion to the area destroyed,effective on the date of the casualty. Within thirty (30) days after the date of a fire or othercasualty, Landlord must inform Tenant if the Premises and the buildings in which the Premises arelocated will be rebuilt. If the Premises is to be rebuilt and Tenant elects not to terminate theLease, the Premises (including the office buildings in which the Premises are located, must berebuilt and ready for occupancy within ninety (90) days of date of fire or other casualty.Landlord and Tenant agree and covenant that neither shall be liable to the other for loss arisingout of damage to or destruction of the Premises or contents thereof when such loss is caused by anyperils included within, and covered by, standard fire and extended coverage insurance policy of thestate of Florida. This Lease shall be binding whether or not such damage or destruction is causedby negligence of either Party or their agents, employees or visitors. Landlord agrees to carryfire and extended coverage to the extent required by its lender, and if there is no lender, in anamount satisfactory to Landlord.**13.****Eminent Domain****.**If more 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 the owner elects to convey title to the condemnor by a deed in lieuof condemnation, then Tenant may in its discretion terminate the Lease and be relieved from furtherliability 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 Tenant elects not to terminate this Lease, the Rent due during theremainder of the Lease term shall be reduced in proportion to the area taken, effective on the datephysical possession is taken by the condemning authority; provided, however, that in the eventTenant cannot reasonably operate its business at the Premises due to such partial taking, Tenantshall be permitted to terminate this Lease by written notice to Landlord.**14.****Tenant’s Default****.**     14.1 Any other provisions in this Lease notwithstanding, it shall be an event of default(“Event of Default”) under this Lease if: (i) Tenant fails to pay any installment of rent or anyother sum payable by Tenant hereunder when due and such failure continues for a period of ten (10)days after written notice from Landlord to Tenant that such payment has not been received, or (ii)Tenant fails to observe or perform any other material covenant or agreement of Tenant hereincontained and such failure continues after written notice given by or on behalf of Landlord toTenant for more than thirty (30) days, provided, however, that if such non-monetaryEvent of Default by Tenant cannot reasonably be cured within such thirty (30) day period, andprovided further that Tenant is proceeding with due diligence to effect a cure of said Event ofDefault, no Event of Default hereunder shall be declared by Landlord if Tenant continues to proceedwith diligence to cure said Event of Default, but in no event shall such cure period extend beyondninety (90) days following notice from Landlord of such violation, default or breach, or (iii)Tenant files a petition commencing a voluntary case, or has filed against it a
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petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of theUnited States 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 arrangement pursuantto any state bankruptcy law or any similar state law, and, in the case of any such involuntaryaction, such action shall not be dismissed, discharged or denied within sixty (60) days after thefiling thereof, or Tenant consents or acquiesces in the filing thereof, or (iv) a custodian,receiver, trustee or liquidator of Tenant or of all or substantially all of Tenant’s property or ofthe Premises shall be appointed in any proceedings brought by or against Tenant and, in the lattercase, such entity shall not be discharged within sixty (60) days after such appointment or Tenantconsents to or acquiesces in such appointment, or (v) Tenant shall generally not pay Tenant’s debtsas such debts become due, or shall make an assignment for the benefit of creditors, or shall admitin writing its inability to pay its debts generally as they become due. The notice and graceperiod provisions in clauses (i) and (ii) above shall have no application to the Events of Defaultreferred to in clauses (iii) through (v) above.     14.2 If Tenant shall fail to make any payment of rent when due or if Tenant shall fail to keepand perform any express written covenant of this Lease and shall continue in default for a periodof ten (10) days after Tenant has received written notice of such default and demand of performancefrom Landlord, Landlord may commence judicial proceedings, provided, however, if any default shalloccur (other than in the payment of rent) which cannot be cured within a period of thirty (30) daysand Tenant, prior to the expiration of thirty (30) days from and after the giving of notice asaforesaid, commences to eliminate such default and proceeds diligently to take steps to cure thesame, Landlord shall not have the right to declare the term ended by reason thereof for anadditional period of sixty (60) days.     14.3 In the event of any such Event of Default, Landlord at any time thereafter may at itsoption exercise any remedies available to Landlord at law or in equity, including, withoutlimitation, one or more of the following remedies:          (i) Termination of Lease. Landlord may terminate this Lease, by written notice toTenant, without any right by Tenant to reinstate its rights by payment of rent due or otherperformance of the terms and conditions hereof. Upon such termination Tenant shall immediatelysurrender possession of the Premises to Landlord, and Landlord shall immediately become entitled toreceive from Tenant an amount equal to the difference between the aggregate of all rent reservedunder this Lease for the balance of the Initial Term or Renewal Term, as the case may be, and thefair rental value of the Premises for that period, determined as of the date of such termination,and reduced by the amount Landlord may obtain upon reletting, discounted to present value at therate of ten percent (10%).          (ii) Reletting. With or without terminating this Lease, as Landlord may elect,Landlord may, by summary proceedings, re-enter and repossess the Premises, or any part thereof, andlease them to any other person upon such terms as Landlord shall deem reasonable, for a term withinor beyond the term of this Lease; provided, that any such reletting prior to terminationshall be for the account of Tenant, and Tenant shall remain liable for (i) all rent and other sumswhich would be payable under this Lease by Tenant in the absence of such expiration, termination orrepossession, less (ii) the net proceeds, if any, of any reletting effected for the account ofTenant after deducting from such proceeds all of Landlord’s actual expenses,
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attorneys’ fees, employees’ expenses, reasonable alteration costs, expenses of preparation forsuch reletting and all other actual costs and expenses incurred as a result of Tenant’s breach ofthis Lease. Landlord shall use commercially reasonable efforts to relet the Premises. If thePremises are at the time of default sublet or leased by Tenant to others, Landlord may, as Tenant’sagent, collect rents due from any subtenant or other tenant and apply such rents to the rent andother amounts due hereunder without in any way affecting Tenant’s obligation to Landlord hereunder.          (iii) Injunction. In the event of breach by either party of any provision of thisLease, 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 toLandlord or Tenant 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 Landlord or Tenant 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.****Landlord’s Default****.**If Landlord shall be in default or shall fail or refuse to performor comply with any of its obligations under this Lease and shall continue in default for a periodof thirty (30) days after Tenant has given Landlord written notice of such default and demand ofperformance, Tenant may remedy the same and deduct the cost thereof from subsequent installments ofrent or terminate the Lease and recover from Landlord any and all damages Tenant may have incurreddue to such default or failure. Upon any default by Landlord under this Lease, Tenant may, exceptas otherwise specifically provided in this Lease to the contrary, exercise any of its rightsprovided at law or in equity.**16.****Assignment and Sub-letting****.**Tenant shall not have the right to assign, sublet,transfer, or encumber this Lease or its rights hereunder or any part thereof at any time withoutthe Landlord’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 Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entitywith which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all orsubstantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) anyentity that is the successor in the event of a reorganization. In instances other than PermittedTransfers, Landlord agrees not to withhold or delay its written consent if to do so would becommercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shallnot be and is not relieved of any liability under any and all of its covenants and obligationscontained in or derived from this Lease arising out of any act, occurrence or omission occurringafter said assignment; provided, however that the Tenant’s assignee assumes all obligations ofTenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease inconnection with the sale or financing of the Demised Premises provided that (i) no such assignmentmay impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord givesnotice to Tenant within thirty (30) days following the effective date of the
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assignment which contains the assignee’s name, address, telephone number, and the name of theindividual handling the affairs relating to this Lease. Any rents received by Landlord hereunder,which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwardedimmediately to the assignee of Landlord. In the event of any assignment or sublease, Tenant shallremain responsible for the payment of rent and for the performance of all terms, covenants andconditions undertaken by Tenant pursuant to this Lease unless otherwise agreed to by Landlord inwriting.**17.****Holding Over****.**In the event Tenant remains in possession of the Premises after theexpiration of the Initial Term or a Renewal Term without executing a new Lease, Tenant shall occupythe Premises from month to month at a rental rate of 150% of the applicable rental rate during thelast month of the term, subject to all of the covenants of this Lease insofar as consistent withsuch a tenancy. The provisions of this Section 17 shall not be deemed to limit or constitute awaiver of any other rights or remedies of Landlord provided herein or at law.**18.****Signage****.**Tenant shall retain, throughout the term of the Lease, the signage rights itpresently has on the exterior of the buildings on the Corporate Campus, the monument signage atRiverside Avenue, directory and suite entry signage. Unless otherwise consented to by LPS, FIS andFNF, the only other signage that may appear on the exterior of the buildings on the CorporateCampus and on the exterior monument signage during the Term shall be that of LPS, FIS, or FNF. Anyproposed change of the monument signage, or the signage on Buildings I or Building V, from thatexisting on the Commencement Date shall require the mutual agreement of LPS, FIS and FNF. Anyproposed change of the signage on any other building on the Corporate Campus in which Tenantoccupies space from that existing on the Commencement Date shall require the mutual agreement ofLandlord and Tenant, it being understood that other than Building I and Building V, ifTenant does not occupy space therein, Tenant shall have no signage rights or right to consent toany change thereto. If the parties are unable to reach agreement on any such proposed change tothe monument or building signage, then the matter shall be referred to the Chief Executive Officersof each of LPS, FIS and FNF.**19.****Hazardous Materials****.**Landlord and Tenant agree to indemnify and hold harmless theother from 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 lease term from or in connection with thepresence or suspected presence of hazardous substances in, on or beneath the Premises, unless thehazardous substances are present as the result of negligence, willful misconduct or other acts ofthe 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. Tenant agrees that it will not store, keep, use, sell, dispose ofor offer for sale in, upon or from the Premises any article or substance which may be prohibited byany insurance policy in force from time to time covering the buildings in which the
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Premises are located, nor shall Tenant 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 Landlord and Tenant represents and warrantsthat any alterations, modifications, upfit or construction performed by it shall be performed incompliance with the ADA.**21.****Subordination****.**Subject to the covenant given by Landlord in this paragraph to obtainnondisturbance and attornment agreements with any mortgage or beneficiary of a deed of trustencumbering the property, Tenant agrees that this Lease is and shall remain subject and subordinateto any mortgage given by Landlord on the property or the buildings in which the Premises arelocated, and Landlord’s interest in this Lease may be assigned as security for any present andfuture mortgages or deeds of trust attaching the property and all renewals, modifications,replacements and extensions thereof. However, Landlord shall enter only into financing andmortgage agreements which allow Tenant to retain its leasehold interest in the Premises providedTenant is not in default under this Lease and which obligates Tenant to abide by all the terms,covenants and conditions of this Lease in the event the mortgagee takes title to the Premisesthrough foreclosure or accepts a deed in lieu of foreclosure. At any time and from time to timeupon not less than fifteen (15) days’ prior notice by Landlord to Tenant, Tenant shall, withoutcharge, execute, acknowledge and deliver to Landlord a statement prepared by Landlord, in a formfor Tenant to fill in and sign, certifying whether (i) this lease is unmodified and in full forceand effect (or if there have been modifications, whether the same is in full force and effect asmodified and stating the modifications), (ii) the Term has commenced and Base Rent and AdditionalRent have become payable hereunder and, if so, the dates to which they have been paid, (iii)whether or not, to the knowledge of the signer of such certificate, Landlord is in default inperformance of any of the terms of this Lease and, if so, specifying each such default of which thesigner may have knowledge, (iv) Tenant has accepted possession of the Premises, (v) Tenant has madeany claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount,if any, of such claim, (vi) Tenant then claims any offsets or defenses against enforcement of anyof the terms of this Lease upon the part of Tenant to be performed, and, if so, specifying thesame, and (vii) such further information with respect to the Lease or the Premises as Landlord mayreasonably request. Any such statement delivered pursuant hereto may be relied upon by anyprospective purchaser of the Premises or any part thereof or of the interest of Landlord in anypart thereof, by any mortgagee or prospective mortgagee thereof, by any lessor or prospectivelessor thereof, by any lessee or prospective lessee thereof, or by any prospective assignee of anymortgage thereof.
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**22.****Attorney’s Fees****.**In connection with any litigation arising out of this Lease, theprevailing party, Tenant or Landlord, shall be entitled to recover all costs incurred, includingreasonable attorney’s fees.**23.****Limitation on Liability****.**Neither party is liable to the other for under this lease forany special, incidental, punitive or consequential damages of any kind or nature, including,without limitation, any lost profits or loss of business. Notwithstanding anything to thecontrary, Landlord is not liable for flood water damage unless Landlord is grossly negligent orwillful misconduct. Landlord shall not be liable to Tenant or to Tenant’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 Tenant, its employees, or of any other person entering the buildings inwhich the Premises are located under the express or implied invitation of Tenant, or arising out ofthe use of the Leased Premises by Tenant and the conduct of its business therein, or arising out ofany breach or default by Tenant in the performance of its obligations under this Lease or resultingfrom any other cause whatsoever, except Landlord’s gross negligence; and Tenant hereby agrees toindemnify Landlord and hold it harmless from any loss, cost, expense or claims arising out of anysuch damage or injury.**24.****Services Provided by Landlord****.**     24.1 **Security.**Tenant shall adhere to Landlord’s security procedures as they pertain to thePremises. This may include, but not be limited to, proper display of security badges, maintainingaccurate employee access rosters, and assisting Landlord in the investigation of security relatedmatters. Landlord agrees to provide Tenant with the same security services that Landlord providesthroughout the Corporate Campus, subject to Tenant’s compliance with Landlord’s security proceduresand subject to Tenant’s obligation to pay Tenant’s share of the cost thereof.     24.2 **Mail Services.**Landlord covenants and agrees that throughout the term of this LeaseLandlord shall provide Tenant with mail delivery services within the Corporate Campus.     24.3 **Telecommunications Services.**Landlord covenants and agrees to provide to Tenant thefollowing telecommunication services and equipment at the Corporate Campus, including Building V:          (i) Supply of all Handsets,          (ii) Voicemail,          (iii) Maintenance of Computer Servers that Route Tenant’s Telephone Calls(“Public Branch Exchange” or “PBX” Units),          (iv) Call accounting program and maintenance, and          (v) Supply all cabling infrastructure.The following services are specifically excluded:
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          (x) Move/add/change requests, and          (y) Project work related to new PBX’s.Tenant hereby agrees to pay to Landlord Tenant’s respective share of the telecommunicationsservices listed above incurred by Landlord at the entire Corporate Campus, including for thesepurposes, Building V and parking garage. The costs to be allocated to Tenant will be proportionateto Tenant’s utilization of the telecommunications systems, including long distance telephonecharges, and shall be allocated on an employee headcount basis, taking into account the aggregatenumber of Tenant employees as compared to the aggregate number of persons (including withoutlimitation Landlord employees and employees of FNF) with telecommunication services at theCorporate Campus. Within 30 days after the end of each calendar month, LPS shall prepare anddeliver to FIS a monthly summary statement (each a “Monthly Telecommunications Cost SummaryStatement”) setting forth all of the costs owing by FIS to LPS hereunder. For sake ofclarification, the Parties acknowledge that unless and until the Parties agree otherwise, allMonthly Telecommunications Summary Statements required hereunder shall be incorporated into and bea part of the respective Monthly Summary Statement referred to in the Master Accounting and BillingAgreement dated as of July 2, 2008 (the “Billing Agreement”) between FIS and LPS.Landlord’s obligation to provide telecommunication services hereunder may be terminated at any timewith the consent of both Parties. In the event that the obligation to provide telecommunicationservices is terminated at the request of either party, Tenant shall compensate Landlord for thecosts, if any, actually incurred by Landlord for any unamortized telecommunications equipmentprovided hereunder that was purchased or otherwise acquired for use by Tenant and for whichLandlord has no other use after the termination of the telecommunication services hereunder (itbeing understood that Landlord shall use its reasonable best efforts to mitigate any such costs).**25.****Memorandum of Lease****.**Tenant shall not record this Lease or a Memorandum of Lease.**26.****Confidentiality**. Each Party shall keep confidential any and all information concerningthe other Party which it may obtain pursuant to this Lease, 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 DIRECTDAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND EXPENSESRELATED TO, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. EXCEPT TO THE EXTENT ARISING FROMGROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BY REASON OF A BREACH OF WARRANTY, ANY PARTY’S LIABILITYFOR ANY CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH ARISES UNDER ORIS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE OTHER PARTY’S
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DIRECT OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FORINDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL 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 Lease, including any amendments hereto. In furtherance thereof, in the event of any disputeor disagreement (a “Dispute”) between the Parties in connection with this Lease, then the Dispute,upon written request of either Party, will be referred for resolution to the General Counsels ofthe 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 jurisdiction over the subject matter orover any of the Parties. All costs and expenses incurred in connection with any such arbitrationproceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs.The use of any alternative dispute resolution procedures hereunder will not be construed under thedoctrines of laches, waiver or estoppel to affect adversely the rights of either Party.
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     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 Lease 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 thisLease. All actions for such injunctive or interim relief shall be brought in a court of competentjurisdiction. Such remedy shall not be deemed to be the exclusive remedy for breach of this Lease.     28.5 **Commencement of Dispute Resolution Procedure***.*Notwithstanding anything to the contraryin this Lease, the Parties, but none of their respective Subsidiaries, are entitled to commence adispute resolution procedure under this Lease, whether pursuant to this Section 28 or otherwise,and each Party will cause its respective subsidiaries not to commence any dispute resolutionprocedure 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 theother party shall be in writing and shall be deemed to have been duly given on the date deliveredin person, 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:             **LANDLORD:** Lender Processing Services, Inc.  601 Riverside Avenue  Jacksonville, Florida 32204  Attn: General Counsel  Phone: 904-854-8547             **TENANT:** Fidelity National Information Services, Inc.  601 Riverside Avenue  Jacksonville, Florida 32204  Attn: General Counsel  Phone: 904-854-3453The 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 Lease shall be binding upon and shall inure to the benefitof Landlord, Tenant and their respective successors and assigns.     30.2 **Governing Law.**This Lease 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 Lease contains the entire agreement between Landlord and Tenantregarding the Premises which are the subject of this Lease and may only be altered by a writtenagreement executed by both Landlord and Tenant.
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     30.4 **Severability.**If any term or provision of this Lease or the application hereof to anyperson or circumstance shall, to any extent, be invalid or unenforceable, the remainder of thisLease 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 Lease 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 Landlord and Tenant 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 Lease 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 Lease, nor in any way affect this Lease.     30.9 **Modification.**No modifications, alterations, or amendments of this Lease or anyagreements in connection therewith shall be binding or valid unless in writing and duly executed byboth Landlord and Tenant.     30.10 **Effectiveness**. Notwithstanding the date hereof, this Lease shall become effective as ofthe date and time that the Distribution becomes effective pursuant to the terms of the Contributionand Distribution Agreement dated as of June 13, 2008 between FIS and LPS.     **IN WITNESS WHEREOF,**Landlord and Tenant have executed this Lease as of the day and year abovefirst written.         *LANDLORD***:**    **LENDER PROCESSING SERVICES, INC.**,    a Delaware corporation           By:                         /s/ Jeffrey S. Carbiener    Jeffrey S. Carbiener    President and Chief Executive Officer                   *TENANT***:**    **FIDELITY NATIONAL INFORMATION SERVICES, INC.**,    a Georgia corporation           By:                         /s/ Lee A. Kennedy    Lee A. Kennedy    President and Chief Executive Officer   
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