Exhibit
10.11


 


BUILD–TO–SUIT


 


LEASE AGREEMENT


 


BETWEEN


 


FRANK W. GUILFORD, JR., INDIVIDUALLY AND AS
TRUSTEE


 


AND


 


INTERVAL INTERNATIONAL, INC.


 

















 


LEASE INDEX


 


	
  1.

  	
  CERTAIN DEFINITIONS

  	
  1

  
	
  2.

  	
  PREMISES AND TERM

  	
  4

  
	
  3.

  	
  RENT

  	
  6

  
	
  4.

  	
  OPERATING COSTS

  	
  7

  
	
  5.

  	
  USE OF PREMISES

  	
  8

  
	
  6.

  	
  ASSIGNMENT AND
  SUBLETTING

  	
  9

  
	
  7.

  	
  ACCESS TO PREMISES

  	
  10

  
	
  8.

  	
  SERVICES

  	
  10

  
	
  9.

  	
  ELECTRICAL AND
  STRUCTURAL

  	
  11

  
	
  10.

  	
  PARKING

  	
  11

  
	
  11.

  	
  LEASEHOLD IMPROVEMENTS

  	
  12

  
	
  12.

  	
  REPAIRS AND MAINTENANCE

  	
  13

  
	
  13.

  	
  ALTERATIONS AND
  IMPROVEMENTS

  	
  13

  
	
  14.

  	
  INDEMNITIES; LIABILITY

  	
  14

  
	
  15.

  	
  DAMAGE BY FIRE OR THE
  ELEMENTS

  	
  15

  
	
  16.

  	
  INTENTIONALLY OMITTED

  	
  16

  
	
  17.

  	
  EMINENT DOMAIN

  	
  16

  
	
  18.

  	
  SIGNS AND ADVERTISING

  	
  17

  
	
  19.

  	
  DEFAULT

  	
  17

  
	
  20.

  	
  SUBORDINATION

  	
  19

  
	
  21.

  	
  QUIET ENJOYMENT

  	
  19

  
	
  22.

  	
  CONSTRUCTION AND LIENS

  	
  19

  
	
  23.

  	
  FORCE MAJEURE

  	
  20

  
	
  24.

  	
  SEVERABILITY

  	
  20

  
	
  25.

  	
  RENT A SEPARATE
  COVENANT

  	
  20

  
	
  26.

  	
  HOLDING OVER

  	
  20

  
	
  27.

  	
  EXECUTION

  	
  20

  
	
  28.

  	
  ABSENCE OF OPTION

  	
  20

  
	
  29.

  	
  AMENDMENTS

  	
  20

  
	
  30.

  	
  NOTICES

  	
  20

  
	
  31.

  	
  INSURANCE

  	
  21

  
	
  32.

  	
  RECORDING

  	
  22

  
	
  33.

  	
  TAX ON RENT

  	
  22

  
	
  34.

  	
  ESTOPPEL CERTIFICATES

  	
  22

  
	
  35.

  	
  ACCESS

  	
  23

  
	
  36.

  	
  BROKERAGE COMMISSION

  	
  23

  
	
  37.

  	
  SUCCESSORS

  	
  23

  
	
  38.

  	
  CONSTRUCTION OF LEASE
  AGREEMENT

  	
  23

  
	
  39.

  	
  RADON GAS

  	
  23

  
	
  40.

  	
  SECURITY DEPOSIT

  	
  23

  
	
  41.

  	
  SATELLITE DISH

  	
  23

  
	
  42.

  	
  COMMUNICATION SYSTEMS

  	
  24

  
	
  43.

  	
  INTENTIONALLY OMITTED

  	
  24

  
	
  44.

  	
  MISCELLANEOUS

  	
  24

  
	
  45.

  	
  CONFIDENTIALITY

  	
  24

  
	
  46.

  	
  EXHIBITS AND RIDERS

  	
  25

  
	
  47.

  	
  GOVERNING LAW

  	
  25

  
	
  48.

  	
  ENVIRONMENTAL
  PROVISIONS

  	
  25

  
	
  49.

  	
  NO PARTNERSHIP

  	
  25

  
	
  50

  	
  RIGHT OF FIRST OFFER

  	
  25

  
	
  51.

  	
  FINANCING

  	
  26

  
	
  52.

  	
  PUBLIC GRANT FUNDS

  	
  26

  
	
  53.

  	
  WAIVER OF JURY TRIAL

  	
  26

  



 

















 


EXHIBITS


 


	
   

  	
  EXHIBIT

  	
  A

  	
  –

  	
  FLOOR PLANS OF PREMISES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT

  	
  B

  	
  –

  	
  LEGAL DESCRIPTION OF
  LAND

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT

  	
  C

  	
  –

  	
  WORKLETTER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT

  	
  D

  	
  –

  	
  SHELL IMPROVEMENTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT

  	
  E

  	
  –

  	
  INTENTIONALLY OMITTED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT

  	
  F

  	
  –

  	
  NOTICE OF LIEN
  PROHIBITION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT

  	
  G

  	
  –

  	
  SITE PLAN OF PARKING
  AREA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT

  	
  H

  	
  –

  	
  LETTER OF CREDIT
  REQUIREMENTS

  



 


RIDER


 


	
   

  	
  RIDER NO.

  	
  1

  	
  –

  	
  RENEWAL RIDER

  



 

















 


LEASE


 


THIS LEASE (this “Lease”)
is dated as of the         day of
                     ,
1998, between “Landlord” and “Tenant” hereinafter set forth and is effective as
provided in Section 28 of this Lease.


 


W I T N E S S E T H:


 


1.                                       CERTAIN
DEFINITIONS.


 


a.                                       “Landlord”:                                 FRANK
W. GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE


 


b.                                      “Tenant”:                                             INTERVAL
INTERNATIONAL, INC., a Florida corporation, its permitted successors and/or
assigns


 


c.                                       “Premises”:                                  Two
(2) office buildings consisting of approximately sixty thousand fifteen
(60,015) square feet of Rentable Area, to be developed in two (2) phases,
and to be occupied solely by Tenant. “Phase 1” shall be an office building
consisting of approximately thirty-two thousand three hundred forty-nine
(32,349) square feet of Rentable Area (which includes, without limitation, the
common lobby area and restrooms to serve Phase 2), and “Phase 2” shall be an
office building consisting of approximately twenty-seven thousand six hundred
sixty-six (27,666) square feet of Rentable Area, all as more particularly shown
on Exhibit A, attached hereto and made a part hereof. The buildings
comprising the Premises will be located on North Kendall Drive at S.W. 99th
Avenue, Miami-Dade County, Florida (each hereinafter called a “Building” and
collectively called the “Buildings”), located on a  tract of land
(the “Land”) more particularly described in Exhibit B, attached
hereto and made a part hereof. The Premises, the Buildings, the Land, all
appurtenances thereto, all parking facilities and other buildings and
improvements relating to the Buildings are hereinafter collectively called the “Project.”
As soon as reasonably practicable prior to Substantial Completion of
construction of the Tenant Improvements for each Phase, Landlord shall direct
the architect to remeasure the Rentable Area of the Premises as actually
constructed and certify as to same to both Landlord and Tenant. All
measurements shall be done in accordance with the then-current BOMA Standard
Method for Measuring Floor Area in Office Buildings. From the Commencement Date
for Phase 1 through the Commencement Date for Phase 2, the common area factor
for Phase 1 shall not exceed twenty (20%) percent. Upon the Commencement Date
for Phase 2, the total common area factor for both Phases shall not exceed
fifteen (15%) percent in the aggregate. If the Rentable Area of the Premises
(based on the measurement of the Usable Area of the Premises plus the common area
factor) determined by the architect is greater or less than the amount
specified in this Lease, then the Rentable Area of the Premises shall be
adjusted to equal the amount as so determined, and the Base Rent and any other
amounts specified in this Lease as a function of the Rentable Area of the
Premises shall be adjusted proportionately.


 


If Tenant disputes
the measurement of the Rentable Area of the Premises (as evidenced by written
notice to Landlord within twenty (20) days after Tenant’s receipt of the
architect’s certification of the actual measurement), then, within ten (10) days
after the date Tenant disputes the measurement, Landlord and Tenant shall each
select an independent disinterested architect, which architects shall determine
the Rentable Area of the Premises based on the measurement standard described
above within twenty (20) days thereafter. Landlord and Tenant shall each bear
the costs of their respective architects. If the difference between the two
measurements is equal to or less than ten (10%) percent of the higher square
footage measurement, then the average of such two measurements shall be the
Rentable Area of the Premises. If the difference between the two measurements
is more than ten (10%) percent of the higher measurement, then the architects
shall mutually select a third independent disinterested architect. Such third
architect shall then (within ten (10) days) make its determination of the
Rentable Area of the Premises based on the measurement standard described
above, and the average of such three measurements shall be the Rentable Area of
the Premises. Landlord and Tenant shall each pay one-half (1/2) of the fees and
costs of such third architect. At a minimum, each of the architects shall be
disinterested architects, with substantial experience in the Miami-Dade County
commercial real estate office market.


 


However, notwithstanding anything to the contrary contained in this
Lease:


 


(i)            If the final measurement of the
Rentable Area of Phase 1 exceeds one hundred five (105%) percent of the
measurement of the Rentable Square Feet shown in the final approved plans and
specifications for Phase 1 (except to the extent caused by any changes to the
final approved plans and specifications caused by Tenant or any act or omission
of Tenant, its agents, employees or contractors), in no event is Tenant
required to pay any Base Rent or other charges in connection with Phase 1
attributable to any portion of Phase 1 in excess of such 105% amount;


 


(ii)           If the final measurement of the
Rentable Area of Phase 2 exceeds one hundred five (105%) percent of the
measurement of the Rentable Square Feet shown in the final approved plans and
specifications for Phase 2 (except to the extent caused by any changes to the
final approved plans and specifications caused by Tenant or any act or omission
of Tenant, its agents, employees or


 

















 


contractors), in
no event is Tenant required to pay any Base Rent or other charges in connection
with Phase 2 attributable to any portion of Phase 2 in excess of such 105% amount;


 


(iii)          If the final measurement of the
Rentable Area of Phase 1 is less than ninety (90%) percent of the measurement
of the Rentable Square Feet shown in the final approved plans and
specifications for Phase 1 (except to the extent caused by any changes to the
final approved plans and specifications caused by Tenant or any act or omission
of Tenant, its agents, employees or contractors), then Tenant shall have the
right to (x) accept Phase 1 as-built, with the Rent adjusted as described
above or (y) provided that Tenant has not taken occupancy of Phase 1,
terminate this Lease by written notice to Landlord delivered within ten (10) days
after the date the parties receive the final measurement of the Rentable Area
of Phase 1, whereupon Landlord shall return to Tenant the Prepaid Rent and
Security Deposit, plus Landlord shall reimburse Tenant for the actual,
reasonable out-of-pocket costs incurred by Tenant regarding this Lease (but not
to exceed One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars), and
both parties shall be relieved of all further obligations hereunder; and


 


(iv)          If the final measurement of the
Rentable Area of Phase 2 is less than ninety (90%) percent of the measurement
of the Rentable Square Feet shown in the final approved plans and
specifications for Phase 2 (except to the extent caused by any changes to the
final approved plans and specifications caused by Tenant or any act or omission
of Tenant, its agents, employees or contractors), then Tenant shall have the
right to (x) accept Phase 2 as-built, with the Rent adjusted as described
above or (y) provided that Tenant has not taken occupancy of Phase 2,
terminate this Lease by written notice to Landlord delivered within ten (10) days
after the date the parties receive the final measurement of the Rentable Area
of Phase 2, whereupon Tenant shall vacate and surrender Phase 1 to Landlord in
the manner required by this Lease, Landlord shall return to Tenant the Security
Deposit, plus Landlord shall reimburse Tenant for the actual, reasonable
out-of-pocket costs incurred by Tenant regarding this Lease (but not to exceed
One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars), and both parties
shall be relieved of all further obligations hereunder. Within ninety (90) days
after Tenant’s termination notice, Tenant shall notify Landlord of the exact
date that Tenant will vacate and surrender Phase 1, which date shall be (a) no
earlier than ninety (90) days after the date of Tenant’s notification of such
exact date, and (b) no later than one (1) year after the date of
Tenant’s termination notice. Rent for Phase 1 shall be prorated through the
date that Tenant so vacates and surrenders Phase 1 to Landlord.


 


All references to “Premises”
herein shall be deemed to be a reference as well for such additional square
footage, if any, by which the Premisos are increased.


 


d.                                    “Buildings”:
 Shall mean the two (2) office
buildings (any and all appurtenances thereto) located upon the Land, to be
constructed as set forth in the Workletter and the Shell Improvements description
attached hereto and made a part hereof as Exhibit C and Exhibit D,
respectively.


 


e.                                     Intentionally
Omitted.


 


f.                                       “Commencement
Date”:  The Commencement Date for
Phase 1 shall be the earlier of (i) the date of Substantial Completion (but
in no event prior to October 1, 1999), or (ii) the date Tenant commences
business operations in all or any portion of Phase 1. The Commencement Date for
Phase 2 shall be the earlier of (i) the date of Substantial Completion
(but in no event prior to October 1, 2001 except as set forth in Section 2.n,
below), or (ii) the date Tenant commences business operations in all or any
portion of Phase 2.


 


g.                                      Intentionally
Omitted.


 


h.                                      “Comparable
Class Building”:  Shall mean
comparable buildings (of comparable size with uncovered parking equal to the
Minimum Parking Spaces, as hereinafter defined) that are located in the Kendall
Drive area of Miami-Dade County, Florida and such criteria shall be based on
but not be limited to (i) ownership and property management by an
institutional entity, (ii) the quality or aesthetic exterior and interior
building design and finish, (iii) the mechanical, electrical and plumbing
systems, (iv) common areas and amenities, (v) buildings where the
total project costs are similar to the subject Project on a per square foot
basis, and (vi) tenants of similar quality and creditworthiness as in the
subject Project.


 


i.                                          “Default
Rate”:  Shall mean the lesser of (i) the
prime rate of interest published by Citibank, N.A., New York (or its successors)
from time to time as of the date that an interest calculation at the Default
Rate is to be made plus six (6%) percent, or (ii) sixteen (16%) percent
per annum or (iii) the highest rate of interest permitted by law.


 


j.                                          Intentionally
Omitted.


 


k.                                       “Operating
Costs”:  The amount of Operating
Costs (as hereinafter defined in Section 4) incurred with respect to the
Project during the term of this Lease.


 


l.                                          “Original
Tenant”:  The Tenant name in Section 1,
subsection b.


 


2

















 


m.                                    “Parking
Area”:  The parking area for the
Buildings shall be on-site/on-grade parking accommodating one hundred eighty
(180) automobiles for the minimum parking required by code (which are the
Minimum Parking Spaces defined in Section 10.a below), plus an additional
three hundred forty (340) parking spaces to accommodate Tenant’s extraordinary
parking requirements for the Premises (which are the Additional Parking Spaces
defined in Section 10.b below), plus an additional one hundred thirty
(130) parking spaces to the extent permitted by applicable Legal Requirements
and the physical constraints of the Land (which are the Supplemental Parking
Spaces defined in Section 10.b below) (collectively, the “Parking Area”),
as more particularly shown on Exhibit G, attached hereto and made a
part hereof.


 


n.                                      “Prepaid
Rent”:  Shall mean the sum of
$50,480.52, which shall be paid by Tenant simultaneously with its execution of
this Lease, and which shall be applied by Landlord to the Rent payable for the
first full month that Rent is due for Phase 1. The Prepaid Rent is based on (i) the
first (1st) month’s Base Rent for Phase 1 (based on $13.50 per square foot of
Phase 1 per annum), (ii) Landlord’s Operating Costs (based on $.56 per
square foot of Phase 1 per annum), (iii) parking rental for the Additional
Parking Spaces (as hereinafter defined) for Phase 1 (based on $42.13 per space
per month) and (iv) security wall rental (based on $650.00 per month), in
each case plus sales tax. Simultaneously with Tenant’s delivery of the Prepaid
Rent, Landlord shall pay to Tenant the sum of Thirty-Five Thousand and No/100
($35,000.00) Dollars, which is a reimbursement by Landlord to Tenant for
certain costs paid by Tenant on Landlord’s behalf prior to the date hereof.


 


o.                                      “Proportionate
Share”:  Tenant’s Proportionate Share
is stipulated to be one hundred (100%) percent.


 


p.                                      “Real
Estate Taxes”:  Shall mean all
general and special real estate taxes, special assessments and other ad valorem
and non ad valorem taxes, levies and assessments (including any refund)
assessed during the Term of this Lease, paid upon or in respect of the Land and
the Project, and all taxes or other charges imposed in lieu of any such taxes.
Notwithstanding the foregoing, the term “Real Estate Taxes” shall not include
any net income, franchise or capital gains tax, inheritance tax or estate tax
imposed or constituting a lien upon Landlord or all or any part of the Project,
or any impact fees or taxes specifically related to Landlord’s development of
the Project. Tenant will pay all Real Estate Taxes prior to delinquency.
Without limiting the generality of the foregoing, Tenant acknowledges that it
will be responsible for the Real Estate Taxes with respect to all of the Land
and the entire Project commencing on the Commencement Date for Phase 1, even
though Phase 2 will not be built as of such date.


 


q.                                      “Rent”:
 Rent shall mean Base Rent, Landlord’s
Operating Costs, as hereinafter defined (if any), parking rental for the
Additional Parking Spaces (as hereinafter defined), security wall rental, and
any and all other amounts (“Additional Rent”), payable by Tenant to Landlord
pursuant to this Lease. Rent, plus any applicable tax as defined herein, shall
be paid to Landlord, without deduction, counterclaim or offset, except as
otherwise specifically set forth herein, at its office located at the address
set forth in Section 30 hereof, or at such other place as Landlord may
hereafter specify in writing.


 


r.                                         “Rentable
Area of the Buildings” or “Rentable Area of the Premises”:  Is hereby stipulated By Landlord and Tenant to
be sixty thousand fifteen (60,015) square feet (subject to adjustment as
described above). The Rentable Area of Phase 1 is hereby stipulated by Landlord
and Tenant to be thirty-two thousand three hundred forty-nine (32,349) square
feet, and the Rentable Area of Phase 2 is hereby stipulated by Landlord and
Tenant to be twenty-seven thousand six hundred sixty-six (27,666) square feet
(in each case subject to adjustment as described above). Rentable Area is
intended to be the Usable Area plus the common area factor.


 


s.                                      Intentionally
Omitted.


 


t.                                        Intentionally
Omitted.


 


u.                                      “Security
Deposit”:  Letter of Credit, pursuant
to Section 40 and Exhibit H, attached hereto and made a part
hereof.


 


v.                                      Intentionally
Omitted.


 


w.                                    “Shell
Improvements”:  Shall mean those
certain improvements which will be constructed and installed in each Building
by Landlord, at its sole cost and expense, as provided in Exhibit D,
attached hereto and made a part hereof.


 


x.                                        “Substantial
Completion”:  Shall mean fourteen
(14) days following the date that a certificate of occupancy (whether temporary
or final, so long as Tenant can occupy the applicable Building as hereinafter
described) has been obtained for the applicable Building and that the Tenant
Improvements therein are sufficiently complete so as to allow Tenant to occupy
the applicable Building for the use and purposes intended without unreasonable
disturbance or interruption; provided that Landlord, its employees, agents and
contractors, shall be allowed to enter upon the Premises at any reasonable time(s) following
Substantial Completion as necessary to complete any unfinished details pursuant
to a


 


3

















 


punchlist to be mutually
prepared by Landlord and Tenant prior to Tenant taking occupancy of the
applicable Phase. Landlord shall use its best commercially reasonable efforts
to complete all punchlist items within forty-five (45) days after the parties
have finalized the punchlist for each Phase. Punchlist items shall be deemed to
be completed when confirmed in writing by Tenant.


 


y.             “Tenant Improvements”:  Shall mean those improvements constructed or
installed on the Premises by or for Tenant as provided in the Workletter.


 


z.             “Term”:  The Term of this Lease shall commence on the
Commencement Date for Phase 1 and shall expire on the date that is fifteen (15)
years after the Commencement Date for Phase 2, subject, however, to the
provisions for earlier cancellation or renewal as provided herein. A “Lease
Year” of the Term means the twelve (12) full calendar months commencing on the
Commencement Date. However, the final Lease Year may contain less than twelve
(12) months due to sooner termination of the Term.


 


If Phase 2 is not
completed and Tenant does not terminate this Lease as set forth below, then the
expiration date for Phase 1 will be fifteen (15) years after the Commencement
Date for Phase 1.


 


aa.           “Usable Area of the Premises”:
 Shall mean the total number of Usable
Square Feet of the Premises, as adjusted from time to time to reflect changes,
if any, in the space constituting the Premises, and in any event based on the
BOMA standard of measurement described above. The Usable Area of Phase 1 is
hereby stipulated by Landlord and Tenant to be twenty-eight thousand nine
hundred twenty-six (28,926) square feet, and the Usable Area of Phase 2 is
hereby stipulated by Landlord and Tenant to be twenty-seven thousand one
hundred fifty-four (27,154) square feet (in each case subject to adjustment as
described above).


 


bb.          “Use of Premises”:  All lawful purposes and uses ancillary and
related thereto (which permitted use may include, but is not limited to, the
supporting use of conference and computer facilities, and employee kitchen and
related non-commercial facilities for employee and guest use only).


 


2.                                       PREMISES
AND TERM.


 


a.                                       Landlord,
in consideration of the Rent hereinafter reserved to be paid and of the covenants,
conditions and agreements to be kept and performed by Tenant, hereby leases,
lets and demises to Tenant, and Tenant hereby leases and hires from Landlord,
the Project. Upon the Commencement Date for Phase 1, Tenant shall be entitled
to the exclusive use and occupancy of Phase 1 and that portion of the Parking
Area allocated for Phase 1 plus such spaces in addition to the spaces allocated
for Phase 1, if any, that may be constructed by Landlord at the time, so long
as Tenant’s use of such spaces in addition to the spaces allocated for Phase 1
does not interfere with the construction of the remainder of the Project by
Landlord. Upon the Commencement Date for Phase 2, Tenant shall be entitled to
the exclusive use and occupancy of Phase 2 and the entire Parking Area, and at
which time Tenant will have the exclusive use and occupancy of the entire
Project.


 


b.                                      Promptly
after the actual Commencement Date for each Phase, the parties shall execute an
instrument in which the Commencement Date and expiration date for such Phase
will be specified, as well as any adjustments to the Rentable Area of the
Premises as described above and any corresponding adjustments to the Base Rent.


 


c.                                       Notwithstanding
anything to the contrary contained in this Lease, although Landlord has estimated
a completion date for Phase 1 of October 1, 1999, the parties agree that
if Landlord has not achieved Substantial Completion of Phase 1 on or before November 1,
1999 (the “Phase 1 Completion Date”) (subject to any Tenant Delays and Force
Majeure events, as hereinafter defined), then, commencing on November 1,
1999, Tenant shall receive a credit against the Base Rent to become due under
this Lease in connection with Phase 1, such credit to be equal to one (1) day’s
Base Rent for Phase 1 for each day of Landlord’s delay beyond the Phase 1
Completion Date that Landlord has not achieved Substantial Completion, subject
to the limitations thereon pursuant to subsection (m), below.


 


d.                                      If
Landlord has not achieved Substantial Completion of Phase 1 on or before November 15,
1999 (the “Phase 1 Extended Completion Date”) (subject to any Tenant Delays and
Force Majeure events), then, commencing on November 16, 1999, the Base
Rent credit available to Tenant for Phase 1 shall be increased to two (2) days’
Base Rent for each day of Landlord’s delay beyond the Phase 1 Extended
Completion Date that Landlord has not achieved Substantial Completion, subject
to the limitations thereon pursuant to subsection (m), below.


 


e.                                       If
Landlord has not achieved Substantial Completion of Phase 1 on or before December 17,
1999 (the “Phase 1 Second Extended Completion Date”) (subject to any Tenant
Delays and Force Majeure events), then, commencing on December 18, 1999, (x) the
Base Rent credit available to Tenant for Phase 1 shall be decreased back to one
(1) day’s Base Rent for each day of Landlord’s delay beyond the Phase 1
Second Extended Completion Date that Landlord has not achieved Substantial Completion,
plus (y) Tenant shall be entitled to receive, as liquidated damages and
not as a penalty, the sum of Ten Thousand and No/100 ($10,000.00) Dollars per
day, subject to the limitations thereon pursuant to subsection (m), below.


 


4

















 


f.              If Landlord has not achieved
Substantial Completion of Phase 1 on or before January 17, 2000 (the “Phase
1 Outside Completion Date”) (subject to any Tenant Delays and Force Majeure
events), then Tenant shall have the right to terminate this Lease by written
notice to Landlord delivered within ten (10) days after the Phase 1
Outside Completion Date, whereupon (i) Landlord shall return to Tenant the
Prepaid Rent and Security Deposit, and (ii) Landlord shall pay to Tenant
liquidated damages equal to (x) the total of the Base Rent abatements for
Phase 1 accrued to the date of Tenant’s termination notice, plus (y) the
total of the $10,000.00 per day damages for Phase 1 accrued to the date of
Tenant’s termination notice, plus (z) the actual, reasonable out-of-pocket
costs incurred by Tenant directly in connection with this Lease, subject to the
limitations thereon pursuant to subsection (m), below, and thereupon both
parties shall be relieved of all further obligations hereunder; provided,
however, that if Landlord achieves Substantial Completion of Phase 1 within
fifteen (15) days after receipt of Tenant’s termination notice, then the
termination notice will be deemed to be void and rescinded, and the Lease shall
continue in full force and effect.


 


g.             If Tenant does not elect to
terminate the Lease as provided above, and Landlord has not achieved
Substantial Completion of Phase 1 on or before May 17, 2000 (the “Phase 1
Extended Outside Completion Date”) (subject to any Tenant Delays but regardless
of Force Majeure events), then Tenant shall have the right to terminate this
Lease by written notice to Landlord delivered within ten (10) days after
the Phase 1 Extended Outside Completion Date, whereupon (i) Landlord shall
return to Tenant the Prepaid Rent and Security Deposit, and (ii) Landlord
shall pay to Tenant liquidated damages equal to (x) the total of the Base
Rent abatements for Phase 1 accrued to the date of Tenant’s termination notice,
plus (y) the total of the $10,000.00 per day damages for Phase 1 accrued
to the date of Tenant’s termination notice, plus (z) the actual,
reasonable out-of-pocket costs incurred by Tenant directly in connection with
this Lease, subject to the limitations thereon pursuant to subsection (m),
below, and thereupon both parties shall be relieved of all further obligations
hereunder. If Tenant intends to exercise its termination right under this
paragraph, then Tenant will use its best efforts to notify Landlord in writing between
April 1, 2000 and May 1, 2000 of such intent, but Tenant’s failure to
so notify Landlord shall not constitute a waiver of Tenant’s termination right.


 


h.             Although Landlord has estimated a
completion date for Phase 2 of October 1, 2001, the parties agree that if
Landlord has not achieved Substantial Completion of Phase 2 on or before November 1,
2001 (the “Phase 2 Completion Date”) (subject to any Tenant Delays and Force
Majeure events, as hereinafter defined), then, commencing on November 1,
2001, Tenant shall receive a credit against the Base Rent to become due under
this Lease in connection with Phase 2, such credit to be equal to one (1) day’s
Base Rent for Phase 2 for each day of Landlord’s delay beyond the Phase 2
Completion Date that Landlord has not achieved Substantial Completion, subject
to the limitations thereon pursuant to subsection (m), below.


 


i.              If Landlord has not achieved Substantial
Completion of Phase 2 on or before November 15, 2001 (the “Phase 2
Extended Completion Date”) (subject to any Tenant Delays and Force Majeure
events), then, commencing on November 16, 2001, the Base Rent credit
available to Tenant for Phase 2 shall be increased to two (2) days’ Base
Rent for Phase 2 for each day of Landlord’s delay beyond the Phase 2 Extended
Completion Date that Landlord has not achieved Substantial Completion, subject
to the limitations thereon pursuant to subsection (m), below.


 


j.              If Landlord has not achieved Substantial
Completion of Phase 2 on or before December 17, 2001 (the “Phase 2 Second
Extended Completion Date”) (subject to any Tenant Delays and Force Majeure
events), then, commencing on December 18, 2001, (x) the Base Rent
credit available to Tenant shall be decreased back to one (1) day’s Base
Rent for Phase 2 for each day of Landlord’s delay beyond the Phase 2 Second
Extended Completion Date that Landlord has not achieved Substantial Completion,
plus (y) Tenant shall be entitled to receive, as liquidated damages and
not as a penalty, the sum of Ten Thousand and No/100 ($10,000.00) Dollars per
day, subject to the limitations thereon pursuant to subsection (m), below.


 


k.             If Landlord has not achieved
Substantial Completion of Phase 2 on or before January 17, 2002 (the “Phase
2 Outside Completion Date”) (subject to any Tenant Delays and Force Majeure
events), then Tenant shall have the right to terminate this Lease by written
notice to Landlord delivered within ten (10) days after the Phase 2
Outside Completion Date, whereupon (i) Tenant shall vacate and surrender
the Premises to Landlord in the manner required by this Lease, (ii) Landlord
shall return to Tenant the Security Deposit, (iii) Landlord shall pay to
Tenant liquidated damages equal to (x) the total of the Base Rent
abatements for Phase 2 accrued to the date of Tenant’s termination notice, plus
(y) the total of the $10,000.00 per day damages for Phase 2 accrued to the
date of Tenant’s termination notice, plus (z) the actual, reasonable
out-of-pocket costs incurred by Tenant directly in connection with this Lease
between the Commencement Date for Phase 1 and the date of Tenant’s termination
notice, subject to the limitations thereon pursuant to subsection (m), below,
and thereupon both parties shall be relieved of all further obligations
hereunder; provided, however, that if Landlord achieves Substantial Completion
of Phase 2 within fifteen (15) days after receipt of Tenant’s termination
notice, then the termination notice will be deemed to be void and rescinded,
and the Lease shall continue in full force and effect. Within ninety (90) days
after Tenant’s termination notice, Tenant shall notify Landlord of the exact
date that Tenant will vacate and surrender Phase 1, which date shall be (a) no
earlier than ninety (90) days after the date of Tenant’s notification of such
exact date, and (b) no later than one (1) year after the date of


 


5

















 


Tenant’s termination
notice. Rent for Phase 1 shall be prorated through the date that Tenant so
vacates and surrenders Phase 1 to Landlord.


 


l.              If Tenant does not elect to
terminate the Lease as provided above, and Landlord has not achieved
Substantial Completion of Phase 2 on or before May 17, 2002 (the “Phase 2
Extended Outside Completion Date”) (subject to any Tenant Delays but regardless
of Force Majeure events), then Tenant shall have the right to terminate this
Lease by written notice to Landlord delivered within ten (10) days after
the Phase 2 Extended Outside Completion Date, whereupon (i) Tenant shall
vacate and surrender the Premises to Landlord in the manner required by this
Lease, (ii) Landlord shall return to Tenant the Security Deposit, (iii) Landlord
shall pay to Tenant liquidated damages equal to (x) the total of the Base
Rent abatements for Phase 2 accrued to the date of Tenant’s termination notice,
plus (y) the total of the $10,000.00 per day damages for Phase 2 accrued
to the date of Tenant’s termination notice, plus (z) the actual,
reasonable out-of-pocket costs incurred by Tenant directly in connection with
this Lease between the Commencement Date for Phase 1 and the date of Tenant’s
termination notice, subject to the limitations thereon pursuant to subsection
(m), below, and thereupon both parties shall be relieved of all further
obligations hereunder. Within ninety (90) days after Tenant’s termination
notice, Tenant shall notify Landlord of the exact date that Tenant will vacate
and surrender Phase 1, which date shall be (a) no earlier than ninety (90)
days after the date of Tenant’s notification of such exact date, and (b) no
later than one (1) year after the date of Tenant’s termination notice.
Rent for Phase 1 shall be prorated through the date that Tenant so vacates and
surrenders Phase 1 to Landlord. If Tenant intends to exercise its
termination right under this paragraph, then Tenant will use its best efforts
to notify Landlord in writing between April 1, 2002 and May 1, 2002
of such intent, but Tenant’s failure to so notify Landlord shall not constitute
a waiver of Tenant’s termination right.


 


m.            The abatements, liquidated damages
and termination rights in favor of Tenant as described above shall be Tenant’s
sole and exclusive remedies in the event of any late delivery of the Buildings
by Landlord, and notwithstanding anything to the contrary contained in this
Lease, in no event shall the entire liability of Landlord in connection with
the total aggregate amounts of the Base Rent credits, plus the $10,000.00 per
day damages, plus the out-of-pocket costs incurred by Tenant exceed a total
amount of Seven Hundred Fifty Thousand and No/100 ($750,000.00) Dollars in the
aggregate, regardless of the length of time such rent credits, and/or
liquidated damages and/or out-of-pocket costs actually accrue and regardless of
whether Tenant terminates this Lease.


 


n.             Although the completion date for
Phase 2 is intended to be October 1, 2001, Tenant may notify Landlord in
writing of Tenant’s election to have the Commencement Date for Phase 2 be on October 1,
2000. Tenant must provide such notice no later than April 1, 1999. If
Tenant timely provides such notice, then the anticipated Commencement Date for
Phase 2 will be deemed to be October 1, 2000, and subparagraphs 2.h
through 2.I above will be deemed to be modified as follows: All references to
the year “2001” in such subparagraphs will be deemed to be “2000,” and all
references to the year “2002” in such subparagraphs will be deemed to be “2001.”


 


3.             RENT.  Beginning on the Commencement Date, Tenant
covenants and agrees to pay, without abatement, deduction or offset except as
otherwise specifically provided herein, to Landlord, “Base Rent” for the
Premises, on or before the first (1st) day of the first (1st) full calendar
month of the Term hereof and on or before the first (1st) day of each and every
successive calendar month thereafter during the full Term of this Lease and any
renewal thereof, subject to the adjustments as provided hereinafter along with
any applicable tax as defined herein, at the then current rate. If the
Commencement Date occurs on a day other than the first (1st) day of a calendar
month, the first Base Rent payment shall be in the amount of the Base Rent for
one (1) full calendar month plus the prorated Base Rent for the calendar
month in which the Commencement Date falls, such payment to be due on the
Commencement Date. The Prepaid Rent described above shall be applied by
Landlord to the Rent payable for the first full month that Rent is due.


 


If Tenant fails to
pay any regular monthly installment of Base Rent or Landlord’s Operating Costs
or any other monthly amounts by the seventh (7th) day of the month in which
such installment is due (provided that Landlord will be required to give Tenant
written notice of Tenant’s failure to pay any such monthly payments two (2) times
in any twelve (12) month period prior to such late fees being charged), or if
Tenant fails to pay any other sum of money within thirty (30) days after
written notice by Landlord to Tenant, or if any check delivered for the payment
of Rent is returned for insufficient funds, there will be added to the unpaid
amount a late charge based on the monthly prorata percentage of the Default
Rate and applied to the amount due to compensate Landlord for the extra
administrative expenses incurred. Notwithstanding anything to the contrary
above, Landlord agrees that it will not impose the aforesaid late charges
unless Tenant has failed to pay any installment of Rent on the due date thereof
(and such failure shall not have been cured on or before the last day of any
grace period, if any) two (2) times in any twelve (12) month period.


 


6

















 


The Base Rent
payable by Tenant to Landlord shall be in accordance with the following
schedule:


 


a.             Phase 1:


 


	
   

  	
   

  	
  ANNUAL BASE RENT RATE

  	
   

  	
  MONTHLY PAYMENT

  	
   

  
	
  LEASE YEAR

  	
   

  	
  PER RENTABLE SQUARE FOOT

  	
   

  	
  (PLUS SALES TAX)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  $

  	
  13.50

  	
   

  	
  $

  	
  36,392.63

  	
   

  
	
  2

  	
   

  	
  $

  	
  13.50

  	
   

  	
  $

  	
  36,392.63

  	
   

  
	
  3

  	
   

  	
  $

  	
  13.50

  	
   

  	
  $

  	
  36,392.63

  	
   

  



 


The Base Rent
shall be adjusted at the beginning of the fourth (4th) Lease Year by
multiplying the Base Rent then being paid by a fraction, the numerator of which
shall be the Consumer Price Index - U.S. City average for urban wage earners
and clerical workers ail items (1982-84 equals 100) (“CPI”) for the third (3rd)
month preceding the month of adjustment, and the denominator of which shall be
the CPI for the third (3rd) month preceding the Commencement Date for Phase 1.
Thereafter, the Base Rent shall be adjusted at the beginning of the fifth (5th)
Lease Year and the beginning of each succeeding Lease Year during the Term of
this Lease (not to include the Renewal Periods, as hereinafter defined, if
applicable) by multiplying the Base Rent then being paid by a fraction, the
numerator of which shall be the Consumer Price Index - U.S. City average for
urban wage earners and clerical workers all items (1982-84 equals 100) (“CPl”)
for the third (3rd) month preceding the month of adjustment, and the
denominator of which shall be the CPI for the fifteenth (15th) month preceding
the month of adjustment.


 


Anything herein to
the contrary notwithstanding, in no event shall Base Rent in any Lease Year be
less than the Base Rent paid for the immediately prior Lease Year. Should the
CPI become unavailable, a reasonable substitute prepared by the U.S. Department
of Labor or other source, as reasonably acceptable to Landlord and Tenant,
shall be used. Base Rent shall continue to be payable in monthly installments
as otherwise described above until Landlord notifies Tenant of the new monthly
Base Rent installment amount. Landlord shall attempt to so notify Tenant prior
to the commencement of each new Lease Year. However, failure of Landlord to
timely notify Tenant of the new monthly Base Rent installment amount shall not
be deemed a waiver by Landlord of the increased rental; the new monthly amount
(or any portion not previously paid) shall be payable, retroactive to the
commencement of the new Lease Year, upon notification by Landlord to Tenant of
the new monthly Base Rent installment amount; provided, however, that if
Landlord fails to so notify Tenant within nine (9) months after the date
of adjustment, then the CPI adjustment for that year shall be deemed to be
waived.


 


In no event shall
Base Rent increases exceed three and one-half (3.5%) percent of the Base Rent
paid for the immediately prior Lease Year, on a non-cumulative basis.


 


b.             The Base Rent for Phase 2 shall be
at the same rental rate per-square-foot (and shall be adjusted in the same
manner and on the same annual adjustment dates) as the Base Rent then being
paid for Phase 1, commencing on the Commencement Date for Phase 2.


 


4.             OPERATING COSTS.


 


a.             Operating Costs.  Tenant, at its sole cost and expense, shall
pay all Operating Costs in the repair, maintenance and operation of the Project
as required hereby. It is intended that this Lease is a completely “triple-net”
lease to the Landlord, except as otherwise expressly herein stated. Landlord is
not responsible for any expenses or outlays of any nature arising from or
relating to the Premises, the use or occupancy thereof, the contents thereof,
or the business carried on therein, except as otherwise expressly herein
stated. Tenant shall pay all charges, impositions, and outlays of every nature
and kind relating to the Project, except as otherwise expressly herein stated.
For these purposes, “Operating Costs” shall mean all expenses, costs and
disbursements in connection with the operation, repair and maintenance of the
Project and the personal property used in connection therewith, including, but
not limited to, the following: Real Estate Taxes; expenses incurred for heat,
cooling and other utilities; cost of insurance and deductibles applicable to
any claims; cost of janitorial and cleaning service, security services, trash collection
services and pest control; charges under maintenance and service contracts for
elevators, chillers, boilers or controls; window cleaning; Building and grounds
maintenance (including without limitation Building painting and Parking Area
maintenance, restriping, resealing and lighting); permits and licenses for
Tenant’s business operations; and placing and replacing and maintaining
landscaping.


 


b.             In connection with Tenant’s payment
of Real Estate Taxes, Tenant shall deliver to Landlord, prior to the date of
delinquency, receipts or other reasonably satisfactory evidence of payment of
all Real Estate Taxes so paid by Tenant. Tenant, at its sole cost and expense,
may dispute and contest any assessment of Real Estate Taxes (in its own name or
in the name of Landlord, or in the name of both, as it may deem appropriate,
and Landlord, at Tenant’s expense, will cooperate in any such dispute and
contest), and in such cases the disputed charge need not be paid until finally
adjudged to be valid, except as otherwise required by law. At the conclusion of
such contest, Tenant shall pay the charge contested to the extent it is held
valid, together with all court costs, interest, penalties and other expenses relating
thereto and will indemnify and hold harmless Landlord from any costs, expenses
and damages incurred in connection with such proceedings, including reasonable
attorneys’ fees. Nothing herein contained, however, shall be construed as to
allow such items to remain unpaid for such length of time as


 


7

















 


shall permit the Project
(or any part thereof) to be sold by governmental, city or municipal authorities
for the non-payment of the same. Despite contesting such taxes, Tenant shall be
responsible for all other charges and payments due under this Lease.


 


c.             If, at any time, in the judgment of
Landlord reasonably exercised, it shall become necessary so to do, Landlord,
after written notice to Tenant, may, under protest if so requested by Tenant, pay
such monies as may be required to prevent the sale of the Project or any part
thereof, or foreclosure of the lien created thereon by such item, and such
amount shall become immediately due and payable by Tenant to Landlord and shall
constitute Additional Rent hereunder, or at Tenant’s option and at Tenant’s sole
cost and expense, in lieu thereof, Tenant shall obtain lien release bonds in
amounts equal to the claims of any such liens or as otherwise required by
applicable law (or shall provide Landlord with other security reasonably
acceptable to Landlord).


 


d.             Commencing on the Commencement
Date, Tenant agrees to pay, as Additional Rent, Tenant’s Proportionate Share of
the amount of the “Landlord’s Operating Costs” for each calendar year of this
Lease. Landlord’s Operating Costs shall be defined as including only the costs
of insurance to be obtained by Landlord pursuant to this Lease, if any, and a
reserve for capital replacements to be made by Landlord to the Project in
accordance with this Lease. The reserve for capital replacements shall be equal
to Zero and 56/100 ($.56) Dollars per Rentable Square Foot of the Premises per
annum for the entire Term hereof, plus tax, and is to be spent by Landlord for
the replacement of capital improvements for the Project needed from time to
time: Such amounts shall be paid by Tenant on a monthly basis in the same
manner as Base Rent.


 


One-half (1/2) of
the reserve for capital replacements (i.e., Zero and 28/100 ($.28) Dollars per
Rentable Square Foot of the Premises) shall be deposited by Landlord into a
separate interest-bearing account {not to be commingled with Landlord’s other
funds) (the “Escrowed Reserve”). Upon the expiration of the Term (or any
renewals), to the extent that the Escrowed Reserve has not been utilized (or if
a capital replacement is not then-needed and then-scheduled to be utilized) for
capital replacements required to be made by Landlord as described below, and
provided that Tenant has exercised the upcoming Renewal Option (as hereinafter
defined), then such amount, plus the interest, may be utilized by Tenant toward
refurbishing the leasehold improvements in the Premises during the first (1st)
year of the applicable Renewal Period or to reimburse Tenant for such expenses
incurred by Tenant in the final year of the then-current Term (the “Reserve
Allowance”). The Reserve Allowance shall be paid by Landlord to Tenant within
thirty (30) days after submission of invoices to Landlord and receipt by
Landlord of releases of lien from the applicable contractors and suppliers, if
applicable. In no event may the Reserve Allowance be used to purchase any
furniture for the Premises, it being the parties’ intent that the Reserve
Allowance be used solely for refurbishing the leasehold improvements in the
Premises, such as (without limitation) re-carpeting, re-painting, remodeling,
landscaping, upgrading Building systems, and purchasing fixtures and equipment
(including without limitation data, communication, and telecommunication
equipment) that will remain with the Project and be surrendered by Tenant upon
expiration of the Term. Tenant shall receive no credit or payment for any
unused portion of the Reserve Allowance.


 


e.             As of the date hereof, Landlord’s
good faith estimate of the Landlord’s Operating Costs for 1999 is Zero and 56/100
($.56) Dollars per Rentable Square Foot of the Premises. Such estimate is not a
guaranty or a cap, it being acknowledged that the actual Operating Costs for
1999 may be higher or lower than such amount.


 


f.              If Landlord’s mortgage lender
requires that Real Estate Taxes and/or insurance for which Lender is an
additional insured (unless insurance is provided by Tenant as part of a blanket
policy meeting the conditions described in Section 31 below) be paid on a
monthly basis into an escrow account held by such mortgage lender, then Tenant
shall be required to pay to Landlord sufficient funds on a monthly basis in
order for Landlord to fund such escrow, and Landlord, Tenant and the lender
will enter into a mutually reasonably acceptable agreement regarding such
escrow.


 


5.             USE OF PREMISES.


 


a.             The Premises shall be used by
Tenant for the Use of Premises, and for no other purpose.  Tenant shall not knowingly permit to be done
in or about the Premises, nor bring or keep or permit to be brought or kept
therein, anything which is prohibited by or will in any way violate any law,
statute, ordinance or governmental rule or regulation now in force or
which may hereafter be enacted or promulgated, or which is prohibited by any
fire insurance policy, or cause a cancellation of any insurance policy covering
the Project or any part thereof or any of its contents. Tenant shall not allow
the Project to be used for any unlawful purpose; nor shall Tenant cause,
maintain, or permit any nuisance in or about the Project or commit or suffer to
be committed any waste of the Project, other than ordinary reasonable wear and
tear. Tenant, without paying any Additional Rent for such space, shall also be
entitled to use available space in the core and/or equipment rooms of the
Building as needed for telephone, power and/or electric feeds, supplies and
connections, at Tenant’s sole risk and expense (except for matters arising out
of Landlord’s negligence, willful misconduct or breach of this Lease), and
subject to compliance with all applicable federal, state, and local laws,
codes, ordinances, rules and regulations of any governmental entity or
agency having jurisdiction of the Premises (“Legal Requirements”).


 


8

















 


b.                                      Tenant
agrees to comply with all applicable Legal Requirements, including, without limitation,
the Americans with Disabilities Act and the regulations promulgated thereunder
(the “ADA”). If due to Tenant’s specific use of the Premises, repairs,
improvements or alterations are necessary to comply with any Legal
Requirements, Tenant shall pay the entire cost thereof. Notwithstanding the
foregoing, Landlord covenants that, as of the Commencement Date for each Phase,
the Project will comply with all Legal Requirements applicable to the ownership
and operation of the Project as of each Commencement Date arising out of the
construction of each Phase by Landlord, including, without limitation,
environmental laws and regulations and the ADA (other than as a result of the
negligence or willful misconduct of Tenant or its agents, employees, or
contractors, or breach of this Lease by Tenant). If Landlord receives a notice
of violation of any such Legal Requirements (other than as a result of the
negligence or willful misconduct of Tenant or its agents, employees, or
contractors, or breach of this Lease by Tenant), then the work required to
bring the applicable item into compliance will be performed by Landlord, at its
expense. Landlord agrees to indemnify and hold harmless Tenant from and against
any environmentally-related remediation costs arising from the failure of the
Project to comply with such environmental laws and regulations as of the
Commencement Date for each Phase.


 


6.                                       ASSIGNMENT
AND SUBLETTING.  Tenant shall not
assign the Lease, the right of occupancy under this Lease, or any other
interest therein (including, without limitation, a mortgage or pledge of Tenant’s
interest in this Lease), or sublet the Premises, or any portion thereof,
without the prior written consent of Landlord, which shall not be unreasonably
withheld or delayed. Among other items Landlord may consider, in its reasonable
judgment, Tenant’s right to assign this Lease or sublet the Premises shall be
based on the transferee being a creditworthy tenant. A creditworthy tenant
shall mean a tenant that has the financial ability to perform the Tenant’s
obligations under this Lease, and with a net worth at least equal to the net
worth of Tenant as of the date hereof. Notwithstanding the foregoing, Tenant
may, without Landlord’s consent, assign this Lease or sublet the Premises, In
whole or in part, to any corporation or other legal entity that is an
affiliate, subsidiary, parent or successor of Tenant, or to a corporation or
other legal entity into or with which Tenant may be merged or consolidated.
Tenant shall notify Landlord within thirty (30) days after any such transfer
not requiring Landlord’s consent. For the purpose of this Section 6, a “subsidiary,”
“affiliate” or a “successor” of Tenant shall mean the following (for purposes
of this Lease, any “parent,” “subsidiary,” “affiliate” and “successor” of
Tenant shall be collectively referred to as “Affiliated Company”):


 


a.                                       An
“affiliate” shall mean any corporation or other legal entity which, directly or
indirectly, controls or is controlled by or is under common control with
Tenant. For the purposes of this Section 6, “control” shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such corporation or other legal
entity, whether through the ownership of voting securities or by contract or
otherwise.


 


b.                                      A
“subsidiary” shall mean any corporation or other legal entity not less than
fifty (50%) percent owned directly or indirectly by Tenant.


 


c.                                       A
“successor” of Tenant shall mean:


 


(1)           A corporation or
other legal entity in which or with which Tenant is merged or consolidated,
provided that by operation of law or by effective provisions contained in the
instruments of merger or consolidation, the liabilities of the corporations or
other legal entities participating in such merger or consolidation are assumed
by the corporation or other legal entity surviving such merger or created by
such consolidation; or


 


(2)           A corporation or
other legal entity acquiring this Lease and the Term hereby demised and a
substantial portion of the property and assets of Tenant; or


 


(3)           Any corporation
successors or other legal entity successors to a successor corporation or other
legal entity becoming such by either of the methods described in Section 6,
subsection c (1) or (2) above.


 


Acquisition by
Tenant, its successors or assigns, of a substantial portion of the assets,
together with the assumption of all or substantially all the obligations and
liabilities of any corporation or other legal entity, shall be deemed a merger
or consolidation of such corporation or other legal entity into Tenant for
purposes of this Section 6. In addition, the transfer of the outstanding
capital stock of any corporate tenant shall be deemed not to include the sale
of such stock by persons or parties through the “over-the-counter market” or
through any recognized stock exchange, other than those deemed “insiders”
within the meaning of the Securities Exchange Act of 1934, as amended.


 


Notwithstanding
the foregoing, no such assignment or sublease set forth in this Section 6
shall be permitted without Landlord’s consent if the assignment or series of
assignments or sublease or series of subleases is/are for the purpose of “spinning-off”
this Lease to independent third parties.


 


With any
assignment of the Lease, the assignee must assume all obligations and
liabilities of Tenant under this Lease. With any subletting of any portion of
the Premises to an Affiliated Company, such Affiliated Company must assume all
obligations and liabilities of Tenant under the Lease as to the sublet portion
of the Premises and Landlord shall have the right, as an identified third-party
beneficiary of


 


9

















 


such subletting, to hold
the Affiliated Company primarily liable for the performance of such assumed
obligations and liabilities. Notwithstanding any assignment or sublease
whatsoever, whether Landlord’s consent is or is not required, Tenant shall in
no event be released from any obligations under this Lease accruing prior to or
from and after the effective date of such assignment or sublease. Consent by
Landlord to one or more assignments or sublettings shall not operate as a
waiver of Landlord’s rights as to any subsequent assignments or sublettings.


 


As to any proposed
subletting for which Landlord’s consent is required, if the sublease is for at
least an entire Building, if so requested, Landlord will, as part of its review
of the proposed transaction, consider granting nondisturbance rights to the
subtenant, which will not be unreasonably withheld or delayed so long as the
subtenant agrees to pay all of the Rent and abide by all of the obligations of
Tenant hereunder as applicable to the space to be subleased in the event that
the sublease becomes a direct lease pursuant to the nondisturbance agreement.


 


Tenant agrees to
promptly provide Landlord with such information regarding a proposed assignee
or subtenant as is requested by Landlord, as well as with plans and specifications
regarding any proposed alterations of the Premises which will be required in
connection with such assignment or sublettin. In connection with Landlord’s
review of any proposed assignment or subletting, Tenant shall pay to Landlord
the reasonable attorneys’ fees incurred by Landlord not to exceed $1,500.00 for
each such transfer.


 


Landlord shall be
entitled to receive fifty (50%) percent of the net profits arising out of any
assignment or sublease (other than an assignment or sublease not requiring
Landlord’s consent), which net profits shall be determined by subtracting all
Rent due from Tenant with respect to the time period and square footage
applicable to the assignment or sublease, and the improvement costs, brokerage
fees, and other reasonable expenses payable by Tenant pursuant to such
assignment or sublease, from the total consideration to be paid by such
assignee or sublessee. Any consideration received by Tenant in connection with
a merger or consolidation or sale of all or substantially all of Tenant’s
assets shall be excluded from the determination of net profits to which
Landlord may be entitled.


 


Affiliated
Companies will be permitted to utilize all or any portion of the Project from
time to time without Landlord’s consent for the purpose of their business
operations.


 


At any time,
Landlord may transfer, sell, lease, convey, or otherwise dispose of its
interest in this Lease. If the Project is sold or transferred after the
Commencement Date of Phase 2, voluntarily or involuntarily, Landlord’s Lease
obligations and liabilities accruing after the transfer shall be the sole
responsibility of the new owner provided that such new owner assumes such
obligations and liabilities and the transferor Landlord shall be deemed to be
released from further liability under this Lease (including, without
limitation, for the return of any security deposit). Notwithstanding the
foregoing, prior to the Commencement Date of Phase 2, Landlord may not transfer
this Lease or sell the Project without the prior written consent of Tenant,
which shall not be unreasonably withheld or delayed; provided, however, that
Tenant’s consent is not required for any (i) assignment of Landlord’s
interest in this Lease and the Project to (x) a lender as part of a
financing by Landlord or (y) any corporation or other legal entity that is
an affiliate, subsidiary, parent or successor of Landlord, or to a corporation
or other legal entity into or with which Landlord may be merged or consolidated
or to any entity as part of an intra-family transfer for estate planning
purposes or otherwise, and/or (ii) transfer of Landlord’s interest
pursuant to a foreclosure or deed in lieu thereof; so long as the transferee
assumes Landlord’s obligations hereunder (and until the Commencement Date of
Phase 2, the transferor Landlord is not released from further liability
hereunder); provided, further, that Landlord shall not may not effect such a
transfer not requiring Tenant’s consent if the principal purpose of the
transfer is to transfer the Project to an unrelated third party and to
circumvent Tenant’s right of first offer set forth in Section 50 hereof.


 


7.             ACCESS TO PREMISES.  Upon reasonable prior notice to Tenant under
the circumstances, Tenant shall permit Landlord or its representatives, who
shall be properly identified to Tenant, to enter into and upon any part of the
Premises: (i) Mondays through Fridays (excluding Holidays); and (ii) for
maintenance and repairs at all reasonable times under the circumstances, and (iii) in
emergencies, at all times, to inspect the condition, occupancy or use, to show
the Premises to prospective purchasers, mortgagees or insurers (or tenants, in
the last year of the Term or any renewals), or to clean or make repairs,
alterations or additions. Tenant shall have the right to provide an employee or
other representative of Tenant to accompany Landlord or Landlord’s agents or
representatives while in the Premises; provided, however, that if Tenant fails
to provide an employee or other representative to accompany such persons
promptly following Landlord’s notice, Landlord may proceed notwithstanding the absence
of Tenant’s employee or representative. In exercising its right of entry,
Landlord shall make good faith efforts to (i) minimize any interference
with the conduct of Tenant’s business, (ii) prevent breaches in security
or customer confidentiality and (iii) avoid damage to the Premises or the
equipment, fixtures or personal property of Tenant.


 


8.             SERVICES.


 


a.             As described above, it is agreed
that this Lease is a completely “triple-net” lease to the Landlord, except as
otherwise expressly herein stated. Therefore, except for replacements of
capital items as described below, Landlord is not responsible for the
expenditures for any utilities or services in connection with Tenant’s use and
occupancy of the Project.


 


10

















 


b.             Any and all utilities serving the
Project (including, without limitation, electricity, HVAC and water and sewer)
will be separately metered and paid for directly by Tenant to the applicable
utility companies. Tenant shall pay all bills for utility services prior to
delinquency. Upon written request by Landlord, Tenant shall provide Landlord
with copies of any utility bills received by Tenant. In addition, Tenant agrees
to execute any documentation required by any utility companies to enable such
companies to provide copies of Tenant’s utility bills to Landlord.


 


c.             In connection with
Tenant’s repair and maintenance of the HVAC, elevator systems and other building
controls for which Tenant is responsible, Tenant, at its expense, shall enter
into industry-standard service contracts. Upon request from time to time,
Tenant shall provide Landlord with true, correct and complete copies of such
service contracts, as well as with true, correct and complete copies of any
other service agreements entered into by Tenant in connection with the Project,
including, without limitation, janitorial, security and landscaping. At a
minimum, Tenant’s provision of the various services, repairs and maintenance of
the Project shall be consistent with such services, repairs and maintenance in
Comparable Class Buildings and the companies to be engaged by Tenant shall
be professional, licensed and insured. If Tenant provides any limited access
systems for the Buildings, Tenant shall provide Landlord with the access codes
and keys necessary to gain entry to the Buildings. Tenant is also responsible,
at it expense, to replace all electric light bulbs, tubes, and tube casings located
within or serving the Premises and the Project generally, including, without
limitation, Tenant’s signage, and the Parking Area.


 


9.             ELECTRICAL AND
STRUCTURAL.  Tenant’s use of
electrical services shall be subject to the following:


 


a.             If through the
electrical design evaluation of the Construction. Documents it is determined that
additional electrical capacities beyond the amount indicated as part of the
Shell Improvements as described in Exhibit D is required by the
Tenant for the Premises (excluding Building HVAC), Landlord, at Tenant’s cost
and as part of the Tenant Improvements (and the Tenant Allowance, as available,
may be applied to cover the cost thereof), shall install such additional panel
boards, transformers, electrical risers and other items as reasonably required
by Landlord to meet any additional electrical capacity requirements for the
Premises.


 


b.             Tenant shall not
place a load upon any floor of the Premises exceeding the floor load per square
foot area which such floor was designed to carry as agreed upon in the final
approved Construction Documents for the Premises and which may be allowed by
law. Landlord reserves the right to reasonably prescribe the weight limitations
and position of all heavy equipment and similar items, and to prescribe the
reinforcing necessary, if any, which in the reasonable opinion of the Landlord
may be required under the circumstances, such reinforcing to be at Tenant’s
expense.


 


10.           PARKING.


 


a.             As a minimum,
Landlord will provide Tenant with one hundred eighty (180) parking spaces in
the Parking Area, at no charge (the “Minimum Parking Spaces”). One-half (1/2)
of the Minimum Parking Spaces shall be made available upon the Commencement
Date for Phase 1 of the Project, and the remaining one-half (1/2) of the
Minimum Parking Spaces shall be made available upon the Commencement Date for
Phase 2 of the Project.


 


b.             In addition to the
Minimum Parking Spaces, Landlord shall provide Tenant, and Tenant hereby takes
from Landlord, three hundred forty (340) additional parking spaces to
accommodate Tenant’s extraordinary parking requirements for the Premises (the “Additional
Parking Spaces”). Two hundred ten (210) of the Additional Parking Spaces shall
be made available upon the Commencement Date for Phase 1 of the Project, and
the remaining one hundred thirty (130) of the Additional Parking Spaces shall
be made available upon the Commencement Date for Phase 2 of the Project. Upon Tenant’s
written request, Landlord will use reasonable efforts to make available upon
the Commencement Date for Phase 1 more than the required two hundred ten (210)
of the Additional Parking Spaces. In addition, to the extent permitted by
applicable Legal Requirements and the physical constraints of the Land,
Landlord will use best efforts (not to include the bringing of lawsuits) to
provide up to an additional one hundred thirty (130) parking spaces (the “Supplemental
Parking Spaces”), which Supplemental Parking Spaces shall be deemed to be part
of the Additional Parking Spaces and shall be subject to the provisions hereof
applicable to the Additional Parking Spaces, including, without limitation,
payment of parking rental therefor as described below. However, if Landlord
fails to provide the Supplemental Parking Spaces, on or before the Commencement
Date for Phase 2 for any reason whatsoever (or, once provided, all or any
portion of the Supplemental Parking Spaces are no longer usable by Tenant as a result
of the acts or omissions of Landlord), then the following provisions shall
apply: From the Commencement Date for Phase 2 until the expiration of eight (8) years
after the Commencement Date for Phase 2, Tenant shall be entitled to receive a
monthly credit against the Base Rent to become due hereunder, such credit to be
equal to (i) Twenty and No/100 ($20.00) Dollars per space (not to exceed eighty
(80) spaces) per month for each space between one (1) and eighty (80) of
the Supplemental Parking Spaces that Landlord fails to provide, and (ii) Ten
and No/100 ($10.00) Dollars per space per month for each space between
eighty-one (81) and one hundred thirty (130) of the Supplemental Parking Spaces
that Landlord fails to provide. For example purposes only, if Landlord provides
sixty-five (65) of the Supplemental Parking Spaces, then the Base Rent credit
shall be a total of $76,800.00, prorated at


 


11














 


$800.00 per month from
the Commencement Date for Phase 2 until the expiration of eight (8) years
after the Commencement Date for Phase 2. In addition, if Tenant becomes
entitled to such Base Rent credit and, prior to the expiration of eight
(8) years after the Commencement Date for Phase 2, Landlord provides from
time to time ail or any portion of the one hundred thirty (130) Supplemental
Parking Spaces, then commencing on the date(s) that Landlord provides the
one hundred thirty (130) Supplemental Parking Spaces (or any portion thereof),
the Base Rent credit from each such point forward shall be deemed to be void
and of no further force or effect with respect to the number of Supplemental
Parking Spaces provided by Landlord, and such credit shall be prorated for any
partial month in which the one hundred thirty (130) Supplemental Parking Spaces
(or any portion thereof) are made available to Tenant.


 


c.             The Additional Parking Spaces shall
be subject to a monthly rental charge payable by Tenant to Landlord in the
amount of Forty-Two and 13/100 ($42.13) Dollars for each of the Additional Parking
Spaces, plus tax, the total amount of such parking rental to be payable to
Landlord as Additional Rent at the same time and in the same manner as the
monthly installments of Base Rent. The parking rental for the Additional
Parking Spaces shall be adjusted at the beginning of the fourth (4th) Lease
Year and each Lease Year thereafter based on increases in the CPI, in the same
manner as CPI increases for the Base Rent as described in Section 3 above.


 


d.             Subject to compliance with alt
applicable Legal Requirements, and the terms hereof, Tenant may post signs or
other markings in connection with the Parking Area. In addition, since Tenant
is responsible for its own security for the Project, Landlord is not
responsible for policing or towing any cars wrongfully parked in any of
Tenant’s parking spaces.


 


e.             All parking spaces are to be in the
Parking Area for the Building, and will be constructed by Landlord in
accordance with all applicable Legal Requirements. All spaces leased by Tenant hereunder
shall be used by Tenant’s officers, employees, visitors, agents, contractors,
assignees, subtenants and invitees. All parking provided for under this Lease
shall be available twenty-four (24) hours per day, seven (7) days per
week, subject to Force Majeure.


 


f.              As part of the improvements to the
Project, Landlord will construct a decorative security wall and fence around
the Project, along with a free-standing guardhouse at the entrance to the
Parking Area. These additional features will be constructed by Landlord prior
to the Commencement Date for Phase 1. As a reimbursement to Landlord for the
cost of such additional features, Tenant shall pay to Landlord a monthly rental
charge equal to Six Hundred Fifty and No/100 ($650.00) Dollars per month, plus
tax, the total amount of such rental to be payable to Landlord as Additional
Rent at the same time and in the same manner as the monthly installments of
Base Rent. The monthly charge for such additional features shall be adjusted at
the beginning of the fourth (4th) Lease Year and each Lease Year thereafter
based on increases in the CPI, in the same manner as CPI increases for the Base
Rent as described in Section 3 above.


 


g.             Except for its negligence, willful
misconduct or breach of this Lease, Landlord shall not be liable for any damage
to automobiles of any nature whatsoever to, or any theft of, automobiles or
other vehicles or the contents thereof, while in or about the parking lots.


 


h.             If Landlord does not provide the
Minimum Parking Spaces and the Additional Parking Spaces to Tenant by the
Commencement Date for Phase 2 (subject to any Tenant Delays and Force Majeure
events), then, provided that Tenant has not taken occupancy of Phase 2, Tenant
shall have the right to terminate this Lease by written notice to Landlord
delivered within ten (10) days after the Commencement Date for Phase 2,
whereupon Tenant shall vacate and surrender Phase 1 to Landlord in the manner
required by this Lease within one (1) year after the date of Tenant’s
termination notice, Landlord shall return to Tenant the Security Deposit, plus
Landlord shall reimburse Tenant for the actual, reasonable out-of-pocket costs
incurred by Tenant regarding this Lease (but not to exceed One Hundred Fifty
Thousand and No/100 ($150,000.00) Dollars), and both parties shall be relieved
of all further obligations hereunder; provided, however, that if Landlord
provides the Minimum Parking Spaces and the Additional Parking Spaces within
fifteen (15) days after receipt of Tenant’s termination notice, then the
termination notice will be deemed to be void and rescinded, and the Lease shall
continue in full force and effect. Within ninety (90) days after Tenant’s
termination notice, Tenant shall notify Landlord of the exact date that Tenant
will vacate and surrender Phase 1, which date shall be (a) no earlier than
ninety (90) days after the date of Tenant’s notification of such exact date,
and (b) no later than one (1) year after the date of Tenant’s
termination notice. Rent for Phase 1 shall be prorated through the date that
Tenant so vacates and surrenders Phase 1 to Landlord.


 


11.           LEASEHOLD IMPROVEMENTS.  The Premises are rented without any,
improvements to be rendered by Landlord, other than those improvements
described herein and such other services or improvements, if any, as may be
described in Exhibit C and Exhibit D.


 


Notwithstanding
anything to the contrary contained in this Lease, for the first (1st) Lease
Year of each Phase, Landlord hereby provides a warranty in favor of Tenant to
repair or replace (if needed) any defect in the Shell Improvements and Tenant
Improvements constructed by Landlord for each Phase pursuant to Exhibit C
and Exhibit D, so long as the need for such repair or replacement
is not caused by the negligence or willful misconduct of Tenant or its agents,
employees, or contractors, or breach of this


 


12

















 


Lease by Tenant. The
warranty contained herein is not intended to reduce Landlord’s obligations
expressly set forth in Section 12 of this Lease.


 


12.           REPAIRS AND MAINTENANCE.  Landlord, at its sole cost and expense, will
promptly make all replacements (as opposed to repairs and maintenance) of
capital items serving the Project in a manner consistent with the standards
prevailing from time to time for Comparable Class Buildings, including,
but not limited to the roof, foundation and structural elements of the
Buildings, the HVAC system, major elevator components and the main equipment
and systems providing services to the Project including without limitation, the
Project-wide sprinkler systems, mechanical, electrical, life safety and
plumbing systems, elevators, the fire alarm systems and repaving of the Parking
Area, unless the need for any such replacement is caused by the negligence or
willful misconduct of Tenant or its agents, employees, or contractors, or
breach of this Lease by Tenant, in which event Tenant will bear the cost of such
repairs to the extent as provided in this Lease. In no event will Landlord be
liable to Tenant for failure to make any required replacement unless written
notice of the need for such replacement has been delivered by Tenant to
Landlord and Landlord shall fail to make such replacement within a reasonable period
after receipt of such notice.


 


If Landlord fails
to perform a required replacement or fails to repair a warranted item within a
reasonable period after receipt of notice as set forth above, and such failure
causes the Project to be without an essential building service (such as
electricity or HVAC but not to include elevators) which renders all or any
portion of the Premises untenantable for five (5) consecutive business
days, and so long as the correction of the problem is within Landlord’s
reasonable control, then Tenant shall be entitled to an abatement of Rent (in
proportion to the area so untreatable) until such essential service is restored.
If such failure aggregates to a total of forty-five (45) days in any twelve
(12) month period, and so long as the correction of the problem is within
Landlord’s reasonable control, then Tenant shall have the right to terminate
this Lease.


 


Landlord will
consult with Tenant regarding the need for replacement of capital items. In the
event of a dispute between Landlord and Tenant as to whether a particular item
is a capital replacement to be made by Landlord (or whether such item is not in
need of replacement and is instead part of Tenant’s repair and maintenance of
capital items), which dispute is not resolved by the parties within fifteen
(15) days after Tenant’s notice to Landlord of the Tenant’s request for such
replacement, then, within ten (10) days after the expiration of such
fifteen (15) day period, Landlord and Tenant shall each select an independent
disinterested engineer, which engineers shall mutually determine (within ten
(10) days) whether the item in question is a capital replacement to be
made by Landlord or whether such item is not in need of replacement and is
instead part of Tenant’s repair and maintenance of capital items. The losing
party shall bear the costs of both engineers. If the engineers cannot agree,
then the engineers shall mutually select a third independent disinterested
engineer. Such third engineer shall then (within ten (10) days) make its
determination whether the item in question is a capital replacement or whether
such item is not in need of replacement and is instead a repair and maintenance
item, whose decision shall be final and binding. The losing party shall pay the
fees and costs of such third engineer. At a minimum, each of the engineers
shall be disinterested engineers, with substantial experience in the Miami-Dade
County commercial real estate office market.


 


Except for the
specific capital items to be replaced by Landlord as described above and the
items warranted by Landlord as described above , Tenant, at its sole cost and
expense, will repair and maintain (and replace if necessary) the Project
(including, without limitation, all furniture, trade fixtures and equipment of
Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical
rooms, janitorial closets, electrical and telephone closets, vending areas,
lobby areas, refuse dumpsters, loading docks and other similar facilities, Building
stairs, Building elevator shafts, elevator mechanical rooms, fire towers,
Building electrical, mechanical and telephone rooms, electrical, communications
and mechanical chases, projections, flues, vents, stacks, pipe shafts and other
vertical penetrations, ducts and chases) in a clean, attractive and safe
condition and in a manner consistent with the standards prevailing from time to
time in Comparable Class Buildings, except as to reasonable wear and tear.
Upon expiration or earlier termination of this Lease, Tenant will surrender and
deliver the Premises to Landlord in a similar condition in which they existed
at the commencement of this Lease excepting reasonable wear and tear and damage
arising from either an insurable casualty or any cause not required to be
repaired by Tenant. Tenant shall be obligated to repair any damage incurred in
connection with any removal of Tenant’s furniture, equipment or other personal
property by Tenant or its agents, representatives or employees, provided that
Tenant shall not be obligated to repair any damage to any area which Landlord
has notified Tenant in writing that it intends to refurbish or remove in
connection with renovation of the Project for re-letting. This
Section shall not apply in the case of damage or destruction by fire or
other casualty which is covered by insurance maintained by Landlord or Tenant
on the Project (as to which Section 15 hereof shall apply) or damage
resulting from an eminent domain taking (as to which Section 17 hereof shall
apply). To the extent possible, Landlord will assign to Tenant the benefit of
any manufacturer’s warranties and guaranties with respect to the items
installed by Landlord but to be maintained by Tenant regarding the Project.
Landlord will obtain the warranties and guaranties as may be expressly required
in the final approved Construction Documents for the Premises. Landlord will
use reasonable efforts to cause Tenant to be a third party beneficiary of
Landlord’s construction contract with its general contractor.


 


13.          ALTERATIONS
AND IMPROVEMENTS.  After completion
of the initial Tenant Improvements, Tenant shall make no alterations, additions
or improvements to the Project without the


 


13

















 


prior written approval of
Landlord. In the case of alterations, additions or improvements to the interior
of the Project which are nonstructural, do not affect any base building
systems, and do not alter the exterior of the Buildings, such approval shall
not be unreasonably withheld or delayed. However, (i) if the cost of an
alteration, addition or improvement does not exceed in the aggregate Ten
Thousand and No/100 ($10,000.00) Dollars, then such approval shall not be
required and no notice need be given to Landlord, and (ii) if the cost of
an alteration, addition or improvement is more than Ten Thousand and No/100
($10,000.00) Dollars in the aggregate but less than Thirty-Five Thousand and
No/100 ($35,000.00) Dollars in the aggregate, then such approval shall not be
required, but Tenant shall be required to give Landlord prior written notice
thereof. In any event, Tenant shall conduct its work in such a manner as to
maintain harmonious labor relations and shall, prior to the commencement of the
work, submit to Landlord copies of all necessary permits. All alterations,
additions and improvements to the Project made by or on behalf of Tenant will
be made only in a good and workmanlike manner, using new, first-class
materials, in conformity with all required permits, and in compliance with all
applicable building codes and other Legal Requirements. Landlord reserves the
right to approve the contractors hired by Tenant, which approval shall not be
unreasonably withheld or delayed. Tenant shall pay to Landlord all reasonable
architectural and engineering fees incurred by Landlord in connection with the
review of any proposed alterations, additions or improvements for which
Landlord’s consent is required. All alterations, additions or improvements,
whether temporary or permanent in character, made in or upon the Project prior
to the Commencement Date of each Phase, as applicable, either by Landlord or
Tenant, shall, at the end of the Term hereof, be Landlord’s property and at the
end of the Term hereof shall remain in or upon the Project without compensation
to Tenant. Tenant shall not be required to remove and restore any alterations,
additions or improvements which were made after the Commencement Date, unless
Landlord expressly requires in writing the removal of such alteration, addition
or improvement, and the restoration occasioned by such removal, at the time
Landlord’s consent is granted.


 


Notwithstanding
the foregoing, all of Tenant’s furniture, personal property, movable trade
fixtures, work stations, file systems, appliances, art, and equipment including
without limitation all movable cabinets, loose woodwork and shelving, and
telephone and communication equipment and data transmission equipment may be
removed by Tenant at the termination of this Lease, and if Tenant so removes,
Tenant shall at its sole expense repair any damage to the Project caused by
such removal which damage is beyond what may be reasonably expected in
connection with such move and reasonable wear and tear. If not so removed by
Tenant, such property shall become the property of Landlord without any
accounting to Tenant. In no event may Tenant remove any leasehold improvements
or any base building mechanical, electrical, HVAC, plumbing, or life safety
systems, except that Tenant may remove its separate generator.


 


14.           INDEMNITIES; LIABILITY.


 


a.             Landlord shall not be liable for
any death or injury arising from or out of any occurrence in, upon, at, or
relating to the Project or damage to property of Tenant or of others located on
the Premises or elsewhere in the Project, nor shall it be responsible for any
loss of or damage to any property of Tenant or others from any cause, unless
such death, injury, loss, or damage results from the negligence or willful
misconduct of Landlord or its agents, employees, or contractors, or breach of
this Lease by Landlord. Without limiting the generality of the foregoing,
Landlord shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, falling ceiling tile, falling
fixtures, steam, gas, electricity, water, rain, flood, or leaks from any part
of the Buildings or from the pipes, sprinklers, appliances, plumbing works,
roof, windows, or subsurface of any floor or ceiling of the Buildings or from
the street or any other place or by dampness, or for losses due to theft or
burglary, or by any other cause whatsoever, unless such death, injury, loss, or
damage results from the negligence or willful misconduct of Landlord or its
agents, employees, or contractors, or breach of this Lease by Landlord. Tenant
agrees to indemnify Landlord and hold it harmless from and against any and all
loss (including loss of Base Rent and Additional Rent payable in respect to the
Premises), claims, actions, damages, liability, and expense of any kind
whatsoever (including reasonable attorneys’ fees and costs at all tribunal
levels), unless such death, injury, loss, or damage results from the negligence
or willful misconduct of Landlord or its agents, employees, or contractors, or
breach of this Lease by Landlord, arising from any occurrence in, upon, or at
the Premises, or the occupancy, use, or improvement by Tenant or its agents or
invitees of the Premises or any part thereof, or occasioned wholly or in part
by any act or omission of Tenant its agents, employees, and invitees or by
anyone permitted to be on the Premises by Tenant. This indemnity shall survive
the expiration or sooner termination of this Lease. In connection with any
indemnity of Landlord by Tenant in this Lease, such indemnity shall also
include the defense of Landlord, if Landlord so requests. The limitation of
liability set forth in this Section 14a does not relieve Landlord of its
obligation for the construction warranty described in Section 11 hereof.


 


b.             Tenant shall not be liable for any
death or injury arising from or out of any occurrence in, upon, at, or relating
to the Project or damage to property of Landlord or of others located on the
Premises or elsewhere in the Project, nor shall it be responsible for any loss
of or damage to any property of Landlord or others from any cause, to the
extent such death, injury, loss, or damage results from the negligence or
willful misconduct of Landlord or its agents, employees, or contractors, or
breach of this Lease by Landlord. Landlord agrees to indemnify Tenant and hold
it harmless from and against any and all loss, claims, actions, damages,
liability, and expense of any kind whatsoever (including reasonable attorneys’
fees and costs at all tribunal levels), to the extent such death, injury, loss,
or damage results from the negligence or willful misconduct of Landlord or its
agents, employees, or contractors, or breach


 


14

















 


of this Lease by Landlord.
This indemnity shall survive the expiration or sooner termination of this Lease.
In connection with any indemnity of Tenant by Landlord in this Lease, such
indemnity shall also include the defense of Tenant, if Tenant so requests.


 


c.             The indemnification provisions in
this Section or elsewhere in this Lease are subject to the waiver of
recovery and waiver of subrogation provisions set forth in Section 31 of
this Lease. To the extent of the proceeds received by either party under any
insurance required to be maintained in this Lease, such party’s obligation to
indemnify and hold harmless the other party against the hazard which is the
subject of such insurance shall be deemed to be satisfied.


 


15.           DAMAGE BY FIRE OR THE ELEMENTS.


 


a.             If during the Term all or any part
of the Project shall be damaged or destroyed by fire or other casualty, Tenant
shall promptly give notice thereof to Landlord and Landlord shall, at
Landlord’s sole cost and expense subject to availability and receipt from
Tenant’s insurance company(ies) of the insurance proceeds and the receipt from
Tenant of the deductible amount of such insurance, if any, (except as provided
in Section 15(b)), repair, restore or replace the applicable Phase as
nearly as possible to its value, condition and character as of the Commencement
Date of the applicable Phase. Landlord shall within thirty (30) days following
such notice from Tenant of the casualty advise Tenant the amount of time such
repairs are reasonably estimated to require.


 


b.             If during the Term the Project
shall be substantially damaged or destroyed in any single casualty in such a
manner that such damage cannot, in Landlord’s reasonable judgment, be repaired within
nine (9) months from the date of such casualty, Landlord shall so notify
Tenant within sixty (60) days after Landlord’s receipt of the notice required
pursuant to Section 15(a) hereof, or if such damage or destruction
occurs during the last three (3) years of the Term (taking into account
any previously exercised renewal option), then Landlord may by written notice
terminate this Lease. If Landlord shall give such notice of termination, this
Lease shall terminate on the sixtieth (60th) day following the date Tenant
receives notice of termination from Landlord in accordance with the provisions
of this Section.


 


c.             If during the Term the Project
shall be damaged or destroyed in any single casualty and Landlord (if permitted
to do so) does not give notice of its intention to terminate this Lease, as
provided above, this Lease shall continue in force and effect, and Landlord
shall repair, restore or replace the same as provided above; provided, however,
if (i) the estimated time period for repair exceeds nine (9) months, or
(ii) such statement estimating the repair time is not timely delivered
(and Tenant notified Landlord of its failure to timely deliver the statement
and Landlord fails to respond to Tenant within five (5) days after Tenant’s
notice), or (iii) such damage or destruction occurs during the last three
(3) years of the Term (taking into account any previously exercised
renewal option), then Tenant may elect to terminate this Lease by notice to
Landlord delivered not later than thirty (30) days after (x) in the case
of subsection(c)(i), the date Landlord delivers the statement estimating the
repair time, or (y) in the case of subsection(c)(ii), five (5) days
after Tenant’s notice of Landlord’s failure to deliver the statement or the date
Landlord delivers the statement, if Landlord so delivers or (z) in the
case of subsection(c)(iii), the date of damage or destruction. If Tenant makes such
election, the Term shall expire on the sixtieth (60th) day following the date
Landlord receives notice of termination from Tenant in accordance with the provisions
of this Section. Notwithstanding anything herein to the contrary, Landlord
shall not be required to proceed with repairs or restoration if the repair
estimate exceeds nine (9) months and the casualty occurs within the last
three (3) years of the existing Term (taking into account any previously
exercised renewal option).


 


d.             Landlord shall not be required to
rebuild, repair or replace any part of the furniture, equipment, fixtures and
Tenant’s personal property which were placed by or for Tenant within the
Project. Tenant will maintain fire and extended coverage insurance on such
furniture, equipment, fixtures and Tenant’s personal property and Tenant will
restore or replace the same promptly following the repair or restoration of the
Project after an event of casualty. Any insurance, if any, which may be carried
by Landlord in its discretion (at Landlord’s sole cost) against loss or damage
to the Premises or any other part of the Project shall be for the sole benefit
of Landlord and under its sole control.


 


e.             If the Project shall be partially
damaged or partially destroyed by a casualty, the Base Rent and Additional Rent
payable hereunder shall be equitably abated to the extent that the Project
shall have been rendered untenantable for the period from the date of such
damage or destruction to the date the damage shall be repaired or restored. If
the Project or a major part thereof shall be damaged or destroyed that it is
rendered untenantable on account of a casualty, the Base Rent and Additional
Rent shall abate as of the date of the damage or destruction and until Landlord
shall repair, restore and rebuild the Project; provided, however, that if
Tenant reoccupies for the conduct of its business a portion of the Project
during the period the restoration work is taking place and prior to the date
that the same are made Substantially Completed, Base Rent and Additional Rent
allocable to such portion shall be payable by Tenant from the date of such
occupancy.


 


f.              All property insurance proceeds
received by Landlord or Tenant on account of such damage or destruction to the
Buildings in excess of a casualty loss for which the proceeds are less than $375,000.00,
in which case the proceeds are not required to be placed in an escrow account
(excluding proceeds relating to Tenant’s personal property, which proceeds
shall be used in accordance with


 


15

















 


Section 15.d,
above), less the actual costs, fees and expenses, if any, incurred in
connection with adjustment of the loss, shall be retained in escrow in such
bank or title company as shall be selected by Landlord and approved by Tenant,
which approval shall not be unreasonably withheld or delayed, for the purpose
of reimbursing Landlord for expenditures made to repair, restore or replace any
part of the Project so damaged or destroyed (which expenditures shall include
expenditures made for temporary repairs for the protection of property pending
the completion of permanent repairs, restorations or replacements to the
Project, or to prevent interference with the business operated thereon, and
repairs, restorations or replacements thereto then in process insofar as
actually made or constructed) or to pay contractors, subcontractors, material
suppliers, engineers, architects or other persons who have rendered services or
furnished materials for said repairs, restorations or replacements (herein
called “Restoration”), and shall be withdrawn from the escrow account as
hereinafter provided from time to time as the Restoration progresses upon the
written request of Landlord to the escrow agent (with a copy to Tenant), which
shall be accompanied by the following:


 


(i)            A certificate of the architect or
engineer in charge of the Restoration (who shall be selected by Landlord and be
reasonably satisfactory to Tenant) dated not more than thirty (30) days prior
to such request, stating in effect that the work done through the date of such
request has been substantially completed; and


 


(ii)           An affidavit from the general
contractor for any partial or final payment in the form prescribed by Chapter
713, Florida Statutes.


 


Upon compliance
with the foregoing provisions of this Section, the escrow agent shall be deemed
to be authorized, without further instrument, to pay or cause to be paid to
Landlord or to the persons, named in the contractor affidavit the respective
amounts stated therein to have been paid by Landlord or to be due to them, as
the case may be.


 


16.           INTENTIONALLY OMITTED.


 


17.           EMINENT DOMAIN.


 


a.             The terms “eminent domain,”
“condemnation,” “taken” and the like in this Section 17 include takings
for public or quasi-public use and private purchases in place of condemnation
by any authority authorized to exercise the power of eminent domain.


 


b.                                         If
the entire Premises or the portions of the Project required for reasonable
access to, or the reasonable use of, the Project are taken by eminent domain,
this Lease shall automatically end on the earlier of:


 


(1)                               the
date title vests; or


 


(2)                               the
date Tenant is dispossessed by the condemning authority.


 


c.             If the taking of a part of the
Premises materially interferes with Tenant’s ability to continue its business
operations in substantially the same manner and space, then Tenant may end this
Lease on the earlier of:


 


(1)                                the
date when title vests; or


 


(2)                                the
date Tenant is dispossessed by the condemning authority.


 


If there is a partial
taking and this Lease continues, then the Lease shall end as to the part taken
and the Rent shall abate in proportion to the part of the Premises and/or
Parking Area, as applicable, taken, and all other matters under this Lease that
are a function of Rentable Area shall be so reduced. A taking of fifteen (15%)
percent or more of the Parking Area shall be deemed a material interference
with Tenant’s business operations.


 


d.             Intentionally omitted.


 


e.             If this Lease is canceled as
provided in this Section 17, then the Base Rent, Additional Rent, and any
other charges shall be payable up to the date Tenant ceases business operations
and vacates the Premises in the manner required by this Lease, and shall
account for any abatement. Landlord, considering any abatement, shall promptly
refund to Tenant any prepaid, unaccrued Base Rent and Additional Rent, if any,
less any sum then owing by Tenant to Landlord.


 


f.             If this Lease is
not canceled as provided for in this Section 17, then Landlord at its expense
shall promptly repair and restore the Project to the condition that existed
immediately before the taking, except for the part taken, to render the Project
a complete architectural unit, including the Tenant improvements, to the extent
of the condemnation award received for the damage.


 


g.            Landlord
reserves all rights to damages and awards paid because of any partial or entire
taking of the Premises or other portion of the Project. Tenant assigns to
Landlord any right Tenant may


 


16

















 


have to any damages or
awards. Further, Tenant shall not make claims against Landlord or the
condemning authority for damages. Notwithstanding the foregoing, Tenant may
claim and recover from the condemning authority a separate award for Tenant’s
expenses, damages and costs (including, without limitation, cost of removal of,
trade fixtures, furniture and other personal property belonging to Tenant,
Tenant’s moving expenses and other relocation damages, such as loss of
business, and the unamortized portion of leasehold improvements paid for by
Tenant with no contribution or reimbursement from Landlord), so long as any
such award to Tenant would not reduce the award payable to Landlord and in no
event may Tenant seek any award for Tenant Improvements paid for by Landlord or
for leasehold value. Each party shall seek its own award, as limited by this
paragraph, at its own expense, and neither shall have any right to the award
made to the other.


 


h.             If part or all of the Premises are
condemned for a period of time not to exceed one hundred eighty (180) days (a
“temporary taking”), this Lease shall remain in effect. The Rent and Tenant’s
obligations for the part of the Premises taken shall abate during the temporary
taking in proportion to the part of the Premises that Tenant is unable to use
in its business operations as a result of the temporary taking. Landlord shall
receive the entire award for any temporary taking.


 


18.           SIGNS AND ADVERTISING.


 


a.             Subject to compliance with all
applicable Legal Requirements, and the terms hereof, Tenant, at Tenant’s sole
cost and expense, shall have the exclusive right to install and maintain
signage of Tenant’s choosing on exterior facades of each of the Buildings or
elsewhere in or about the Project (collectively, the “Exterior Signs”). However,
Tenant’s right to erect and install the Exterior Signs shall be conditioned
upon (a) this Lease being in full force and effect; and
(b) compliance with all applicable Legal, Requirements, and insurance
requirements, as the same may from time to time be amended or promulgated. In
addition, Tenant shall coordinate the installation or removal of any Exterior
Signs with Landlord so that Landlord or its contractors may monitor such
installation or removal. Tenant, at Tenant’s sole expense, shall exercise due
diligence to apply and obtain all permits and licenses required in connection
with the Exterior Signs and shall be fully responsible for the proper
installation thereof. Landlord will cooperate with Tenant in the obtaining of
such permits and licenses. Tenant shall indemnify and hold Landlord harmless
from and against any and all losses, costs, damages, expenses, suits, demands,
claims, injuries, or deaths occasioned by the installation, maintenance, and
removal of the Exterior Signs pursuant to the terms of this Lease, except for
the negligence or willful misconduct of Landlord or its agents, employees, or
contractors, or breach of this Lease by Landlord. This indemnity shall survive
the expiration or sooner termination of this Lease.


 


b.             All signage (including, but not
limited to, the Exterior Signs) will be installed and maintained at Tenant’s
sole cost and expense. The Exterior Signs shall be removed at the expiration or
termination of Tenant’s signage rights, at Tenant’s sole cost and expense.


 


19.           DEFAULT.  Landlord, at its election, may exercise any
one or more of the options referred to below upon the happening, or at any time
after the happening, of any one or more of the following events (each, an
“Event of Default”):


 


a.             Tenant’s failure to pay the Base
Rent or any Additional Rent or any other sums payable hereunder for a period of
ten (10) days after written notice from Landlord;


 


b.             Tenant’s failure to observe, keep
or perform any of the other terms, covenants, agreements or conditions of this
Lease for a period of thirty (30) days after written notice by Landlord stating
the default with particularity; provided that if such failure cannot reasonably
be corrected in such thirty (30) day period and Tenant shall commence such cure
within such thirty (30) day period and shall proceed diligently to complete
such cure as soon as reasonably possible, Tenant shall be allowed an additional
reasonable period of time to cure the failure;


 


c.             The bankruptcy of Tenant;


 


d.             Tenant is making an assignment for
the benefit of creditors;


 


e.             A receiver or trustee being
appointed for Tenant or a substantial portion of Tenant’s assets;


 


f.              Tenant’s voluntary petitioning for
relief under, or otherwise seeking the benefit of, any bankruptcy,
reorganization, arrangement or insolvency law;


 


g.             Tenant’s interest under this Lease
being sold under execution or other legal process; and


 


h.             Any unauthorized assignment of
Tenant’s interest in this Lease or unauthorized subletting of the Premises.


 


In the event of
any of the foregoing happenings, but subject to Tenant’s right to cure a
default as expressly provided above, Landlord, at its election, may exercise
any one or more of the following options,


 


17

















 


the exercise of any of
which shall not be deemed to preclude the exercise of any others herein listed
or otherwise provided by statute or general law or equity at the same time or
in subsequent times or actions:


 


(1)           Landlord may cancel
this Lease by notice to Tenant and retake possession of the Premises for
Landlord’s account, or may terminate Tenant’s right to possession (without
terminating this Lease), for the account of Tenant. In either event, Tenant
shall then quit and surrender the Premises to Landlord. Tenant’s liability
under all of the provisions of this Lease shall continue notwithstanding any
expiration and surrender, or any re-entry, repossession, or disposition
hereunder. If Tenant’s right to possession is terminated (without terminating
this Lease), Tenant shall remain liable (in addition to accrued liabilities) to
the extent legally permissible for all Rent Tenant would have been required to
pay until the date this Lease would have expired had such cancellation not
occurred. Tenant’s liability for Rent shall continue notwithstanding re-entry
or repossession of the Premises by Landlord. In addition to the foregoing,
Tenant shall pay to Landlord such sums as the court which has jurisdiction
thereover may adjudge as reasonable attorneys’ fees with respect to any
successful lawsuit or action instituted by Landlord to enforce the provisions
of this Lease.


 


(2)           Landlord may relet
all or any part of the Premises for all or any part of the unexpired portion of
the Term of this Lease or for any longer period, and may accept any reasonable
rent then attainable; grant any reasonable concessions of rent, and agree to
paint or make any reasonable repairs, alterations, and decorations for any new
Tenant as it may deem advisable in its reasonable discretion. Landlord shall be
under no obligation to relet or to attempt to relet the Premises, except as
expressly set forth below. Any sums achieved by Landlord as a result of a
reletting shall first be applied to Landlord’s costs and expenses in connection
with such reletting and Tenant’s default.


 


(3)           If Tenant’s right to
possession is terminated (without terminating this Lease), and Landlord so
elects, the rent hereunder shall be accelerated and Tenant shall pay Landlord
damages in the amount of any and all sums which would have been due for the
remainder of the Term (reduced to present value using a discount factor equal
to the stated prime lending rate on the date of Tenant’s default by Landlord’s
then-existing mortgagee or, if there is no mortgagee, by NationsBank, Citibank,
or First Union, as chosen by Landlord). Prior to or following payment in full by
Tenant of such discounted sum promptly upon demand, Landlord shall use good
faith efforts to relet the Premises. If Landlord receives consideration as a
result of a reletting of the Premises relating to the same time period for
which Tenant has paid accelerated rent, such consideration actually received by
Landlord, less any and all of Landlord’s reasonable cost of repairs,
alterations, additions, redecorating, and other expenses in connection with
such reletting of the Premises, shall be a credit against such discounted sum,
and such discounted sum shall be reduced if not yet paid by Tenant as called
for herein, or if Tenant has paid such discounted sum, such credited amount
shall be repaid to Tenant by Landlord (provided said credit shall not exceed
the accelerated amount).


 


Forbearance by
Landlord to enforce one or more of the remedies herein provided upon an Event
of Default shall not be deemed or construed to constitute a waiver of any other
violation or default.


 


In the event of
any default by Landlord, Tenant may exercise any available legal and equitable
remedies other than termination of this Lease, except for termination rights
expressly granted to Tenant hereunder; provided, however, that nothing
contained in this Lease shall be deemed to be a waiver by Tenant of any rights
it may have to claim a constructive eviction of Tenant by Landlord pursuant to
applicable Florida law. Prior to any exercise by Tenant of its available
remedies, Tenant will give Landlord written notice specifying such default with
particularity, and Landlord shall have a period of thirty (30) days following
the date of such notice in which to cure the default (provided, however, that
if such default reasonably requires more than thirty (30) days to cure,
Landlord shall have a reasonable time to cure such default, provided Landlord
commences to cure within such thirty (30) day period and thereafter diligently
prosecutes such cure to completion). In addition, if a default by Landlord is
not cured by Landlord within the applicable cure period, then Tenant may notify
Landlord of its failure, and if Landlord fails to cure within ten
(10) days after Tenant’s notice, then Tenant may, upon five (5) days’
written notice to Landlord (or sooner, if a bona fide emergency), cure the
default and bill Landlord for the reasonable costs incurred by Tenant to cure
the default. If Landlord does not pay such costs within thirty (30) days after
receipt of Tenant’s bill (together with reasonable supporting documentation),
then Tenant shall have the option to deduct the amount of such bill from the
next due monthly installment(s) of Base Rent and Additional Rent, until
fully credited. Notwithstanding any provision of this Lease, in the event of
any breach or default by Landlord of any term or provision of this Lease,
Tenant agrees to look solely to the equity or interest then-owned by Landlord
in the Project (including the proceeds of insurance, condemnation and sale),
and in no event shall any deficiency judgment be sought or obtained against
Landlord (except if the Landlord fails to maintain the Minimum Equity Amount,
as hereinafter defined, in which case in no event may Tenant look to the
Landlord personally In excess of the Minimum Equity Amount). Until the
Commencement Date for Phase 2 of the Project, Landlord agrees to maintain no
less than Seven Hundred Fifty Thousand and No/100 ($750,000.00) Dollars in
equity in the Project (which includes, without limitation, the value of the
Land) (the “Minimum Equity Amount”). Upon the Commencement Date for Phase 2,
there is no further requirement for Landlord to maintain the Minimum Equity
Amount.


 


18

















 


The parties hereto
agree that any and all suits for any and every breach of this Lease shall be
instituted and maintained only in those courts of competent jurisdiction in the
county or municipality in which the Project is located.


 


If Tenant shall be
in default in the performance of any term of this Lease on Tenant’s part to be
performed beyond the expiration of the applicable grace period, if any,
Landlord, without thereby waiving such default and without liability to Tenant
in connection therewith, may, but shall not be obligated to, upon notice
(except in a bona fide emergency), perform the same for the account and at the
expense of Tenant, and Landlord may take such action as may be reasonably
required to cure any such default and may enter the Premises to do so as otherwise
provided herein. Any reasonable expenses incurred by Landlord in connection
with any such performance or involved in collecting or endeavoring to collect
Rent or enforcing or endeavoring to enforce any rights against Tenant under or
in connection with this Lease or pursuant to law, including but not limited to
any cost, expense and disbursement involved in instituting and prosecuting
summary proceedings, as well the cost of any material, labor or services
provided, furnished or rendered, including reasonable attorneys’ fees and
disbursements, plus interest at the Default Rate on any amounts expended by
Landlord from the date of outlay to the date of reimbursement by Tenant, shall
be paid by Tenant as Additional Rent within thirty (30) days after demand.


 


Notwithstanding
the foregoing, in any action or litigation in connection with this Lease the
prevailing party shall be reimbursed by the other party for all costs and
expenses, including reasonable attorney’s, paralegal’s and expert witness fees
and costs, whether at trial or on appeal or in bankruptcy proceedings.


 


20.           SUBORDINATION.  In consideration of the execution of this
Lease by Landlord, Tenant will subordinate this Lease to any ground leases,
security interests or mortgages and all renewals, modifications, extensions,
consolidations and replacements of the foregoing which might now or hereafter constitute
a lease or a lien upon the Project or improvements therein or thereon or upon
the Premises.


 


As a condition to
any such subordination, Landlord shall obtain, for Tenant’s benefit, a
non-disturbance agreement from the holder of any such future interest providing
that so long as Tenant is not in default under the Lease, the enforcement of
such interest will not terminate this Lease or disturb Tenant’s use or
enjoyment of the Premises. Any such non-disturbance agreement shall be in
recordable form and shall otherwise be in form and content reasonably
acceptable to Tenant and the holder of such interest.


 


The parties
acknowledge that Landlord will not be attempting to obtain a non-disturbance
from Landlord’s mortgagee existing as of the date of this Lease. The existing
mortgage will be paid off pursuant to the closing of the construction loan to
be obtained by Landlord for the construction of the Project, and such existing
mortgage shall be released of record concurrently therewith.


 


21.           QUIET ENJOYMENT.  Provided Landlord has not terminated Tenant’s
right to possession of the Project as herein provided, Tenant shall peaceably
and quietly hold and enjoy the Project against Landlord and all persons
claiming by, through or under Landlord (including, without limitation,
construction lienors arising out of Landlord’s construction of the Project),
for the Term herein described, subject to the terms, provisions and conditions
of this Lease.


 


Landlord
represents and warrants to Tenant that, as of the date of this Lease, it is the
fee simple owner of the Land, with full power and authority to enter into this
Lease. Tenant shall have the right, at its expense, to obtain a leasehold title
insurance policy in connection with this Lease. At Tenant’s request, Landlord
will use good faith efforts to obtain a leasehold title insurance policy in
favor of Tenant, at Tenant’s expense, from the title company (or its agent)
that issues the mortgagee title insurance policy in connection with the
construction loan to be obtained by Landlord for the construction of Phase 1,
at the minimum rate charged by such title company or agent for such policies
(which will not be at a simultaneous issue rate).


 


22.           CONSTRUCTION AND LIENS.  Tenant is prohibited from making, and agrees
not to make, alterations in or to the Project, except as permitted by
Section 13, and Tenant will not permit any construction, mechanics’ or
materialmen’s lien or liens to be placed upon the Project or improvements therein
caused by or resulting from any work performed, materials furnished or
obligation incurred by or at the request of Tenant, and in the case of the
filing of any such lien, Tenant will promptly discharge the lien or transfer
the lien to a lien transfer bond (or other security) in accordance with Chapter
713, Florida Statutes. If Tenant fails to discharge or transfer the lien within
thirty (30) days after written notice thereof from Landlord to Tenant, Landlord
shall have the right and privilege, at Landlord’s option, of paying the same or
any portion thereof without inquiry as to the validity thereof, and any amounts
so paid, including reasonable expenses, interest, and attorneys’ fees, shall be
due from Tenant to Landlord and shall be repaid to Landlord immediately on
rendition of a bill therefor, together with interest at the Default Rate until repaid,
and if not so paid within thirty (30) days of the rendition of such bill shall
constitute an Event of Default under Section 19 hereof.


 


Nothing in this
Lease will be deemed in any way to give Tenant any right, power or authority to
contract for or permit to be furnished any service or materials which would
give rise to the filing of any construction, mechanics’ or material supplier’s
lien against Landlord’s estate or interest in the Premises or


 


19

















 


the Project, it being
agreed that no estate or interest of Landlord in the Premises or the Project
will be subject to any lien arising in connection with any alteration, addition
or improvement made by or on behalf of Tenant.


 


Tenant shall,
within fifteen (15) days after being requested to do so by Landlord, execute,
acknowledge and deliver to Landlord a short form of lease in recordable form
confirming that the terms of this Lease expressly provide that the interest of
Landlord in the Project shall not be subject to liens for improvements made by
Tenant and such other information as may be required by Chapter 713, Florida
Statutes to prevent the interest of Landlord in the Premises and the Project
from being subject to liens for improvements made by Tenant. The short form of
lease shall be in the form attached hereto and made a part hereof as Exhibit F.


 


Landlord hereby
waives any statutory and common law liens for rent (other than judgment liens).
Such waiver is self-executing and does not require any further instrument to
evidence such waiver. However, on request, Landlord shall further evidence its
agreement to waive its liens by an instrument reasonably satisfactory to
Landlord and prepared by Tenant or its lender, in either case at Tenant’s
expense.


 


23.           FORCE MAJEURE.  With respect to any action to be taken by
Landlord or Tenant or services to be provided by Landlord, except as to any
payment of Base Rent or Additional Rent or other sums if due Landlord from
Tenant under the terms of this Lease, Landlord or Tenant, as the case may be,
shall not be liable or responsible for, and the period for performance shall be
extended for any delays due to (a) strikes, riots, acts of God (not to
include ordinary weather conditions), shortages of labor or materials, theft,
fire, public enemy, injunction, insurrection, court order, requisition of other
governmental body or authority, war, legal moratoria enacted after the date
hereof; or (b) any other causes of any kind whatsoever which are beyond
the control of Landlord or Tenant, as the case may be, but not to exceed ninety
(90) days as to this Section 23(b) (all such events, causes and
conditions being herein called “Force Majeure” or an “event of Force Majeure”).


 


24.           SEVERABILITY.  If any clause or provision of this Lease is
illegal, invalid or unenforceable under present or future Legal Requirements
effective during the Term of this Lease, then and in that event, it is the
intention of the parties hereto that the remainder of this Lease shall not be
affected thereby and such illegal, invalid or unenforceable provision shall be
given force and effect to the extent valid and legal.


 


25.           RENT A SEPARATE COVENANT.  Except as may be specifically provided herein,
Tenant shall not for any reason withhold or reduce Tenant’s required payments
of Base Rent and Additional Rent provided in this Lease. It is specifically
understood and agreed by the parties that the payment of Base Rent and
Additional Rent is a covenant by Tenant that is independent of the other
covenants of the parties hereunder.


 


26.           HOLDING OVER.  If Tenant holds over without Landlord’s
written consent after expiration or earlier termination of the Term of this
Lease, Tenant shall, throughout the entire holdover period, be deemed to be
occupying the Premises pursuant to a tenancy at sufferance, except that the
Rent shall equal (a) for the first ninety (90) days, one hundred fifty
(150%) percent of the Rent then in effect, and (b) thereafter, two hundred
(200%) percent of the Rent then in effect. This provision does not give Tenant
the right to hold over beyond the expiration of the Term of this Lease and no
holding over by Tenant after the expiration or earlier termination of the Term
shall be construed to extend the Term.


 


27.           EXECUTION.  The person signing this Lease on behalf of
each of Landlord and Tenant represents and warrants that this Lease has been
duly authorized by such party and constitutes the valid and binding obligation
of such party.


 


28.           ABSENCE OF OPTION.  The submission of this Lease for examination
does not constitute a reservation of or offer or option for the Premises, and
this Lease becomes effective only upon execution and delivery thereof by
Landlord and Tenant.


 


29.           AMENDMENTS.  This Lease contains the entire agreement
between the parties hereto and may not be altered, changed or amended, except
by written instrument signed by both parties hereto. No provision of this Lease
shall be deemed to have been waived by either party unless such waiver be in
writing signed by the waiving party and addressed to the other party, nor shall
any custom or practice which may grow up between the parties in the
administration of the provisions hereof be construed to waive or lessen the
right of the other party to insist upon the performance in strict accordance
with the terms hereof.


 


30.           NOTICES.  Any notice or document required or permitted
to be delivered hereunder shall be in writing and deemed to be delivered or
given when (i) actually received; or (ii) signed for or “refused” as
indicated on the postal service return receipt. Delivery may be by personal
delivery with a signed receipt or by United States mail, postage prepaid,
certified or registered mail, or by nationally-known overnight carrier,
addressed to the parties hereto at the respective addresses set out opposite
their names below, or at such other address as they may hereafter specify by
written notice delivered in accordance herewith:


 


20

















 


	
  If to Landlord:

  	
   

  	
  Frank W.
  Guilford, Jr., Individually and as Trustee

  c/o Guilford & Associates, P.A.

  Suite 300

  2222 Ponce de Leon Boulevard

  Coral Gables, Florida 33134

  Attention:  F.W. Zeke
  Guilford, Esq.

  
	
   

  	
   

  	
   

  
	
  With a required

  	
   

  	
  Hughes
  Hubbard & Reed LLP

  
	
  copy of default

  	
   

  	
  201 S. Biscayne
  Boulevard

  
	
  notices to:

  	
   

  	
  Suite 2500

  
	
   

  	
   

  	
  Miami, Florida 33131

  
	
   

  	
   

  	
  Attention:  Eric D. Rapkin, Esq.

  
	
   

  	
   

  	
   

  
	
  If to Tenant:

  	
   

  	
  Interval International, Inc.

  6262 Sunset Drive

  Penthouse I

  Miami, Florida 33143

  Attention:  Mr. Paul W. Rishell,
  COO

  
	
   

  	
   

  	
   

  
	
  With a required

  	
   

  	
  Interval
  International, Inc.

  
	
  copy to:

  	
   

  	
  6262 Sunset Drive

  
	
   

  	
   

  	
  Penthouse I

  
	
   

  	
   

  	
  Miami, Florida 33143

  
	
   

  	
   

  	
  Attention:  Legal Department

  



 


31.           INSURANCE.  Tenant shall not knowingly conduct or permit
to be conducted any activity, or place any equipment, materials or other items
in, on or about the Premises or the Project, which will in any way increase the
rate of fire or liability or casualty insurance on the Project unless Tenant
pays for all such increases; although it is understood that Tenant can use the
Premises as permitted under Section 5 without being in violation of this
provision.


 


a.             Property
Insurance:


 


(1)           At all times during
the Term, Tenant, at its sole cost and expense, will maintain a policy or
policies of special form insurance insuring, in an amount not less than one hundred
(100%) percent of the Full Insurable Value of the Project (including, without
limitation, the Buildings and Parking Area, the Shell Improvements and the
Tenant Improvements, Tenant’s personal property and on all items required to be
insured by Tenant as set forth in Section 15) against loss or damage by
fire, explosion and other hazards and contingencies as are normally included in
extended coverage policies with a Best’s A rated insurance company qualified to
do business in the State of Florida having a Best’s Financial Size Category of
not less than Class VIII. The deductible amount under such insurance is subject
to the prior written approval of Landlord, which shall not be unreasonably
withheld or delayed (and recognizing the special windstorm deductible as may be
standard in the industry). As provided in Sections 4 and 15, the deductibles
are the responsibility of Tenant. The term “Full Insurable Value” as used in
this Lease means the actual replacement or repair cost (excluding cost of
replacement of excavations, foundations, grading, paving and landscaping) using
like kind and quality materials. Payments for losses thereunder in connection
with the Project (other than Tenant’s personal property and on all items
required to be insured by Tenant as set forth in Section 15) shall be made
solely to Landlord or the mortgagee(s) of Landlord as their interest may
appear or in accordance with the escrow requirements of Section 15 hereof.
Payments for losses thereunder in connection with Tenant’s personal property
and on all items required to be insured by Tenant as set forth in
Section 15d shall be made solely to Tenant.


 


(2)           Tenant shall, upon
the written request of Landlord from time to time, provide Landlord with
current certificates of insurance evidencing compliance with this
Section 31.


 


b.             Liability
Insurance:


 


(1)           Landlord will, at
all times during the Lease Term, maintain a policy or policies of comprehensive
general liability and/or umbrella liability insurance with respect to the
Project and the activities thereon, issued by a Best’s A rated insurance
company qualified to do business in the State of Florida having a Best’s
Financial Size Category of not less than Class VIII, such insurance to
afford minimum protection of not less than $5,000,000.00 combined single limit
coverage or umbrella coverage for bodily injury, property damage or combination
thereof with deductibles of no more than $25,000.00. Such insurance (as well as
any rent loss insurance obtained by Landlord in connection with this Lease)
will be maintained at the expense of Tenant as part of Landlord’s Operating
Costs or, at Tenant’s election and if obtainable, directly by Tenant, at its
expense, on behalf of Landlord.


 


21

















 


(2)           Tenant agrees, that
at all times during the Term (as well as prior and subsequent thereto if
Tenant, its agents, employees, invitees and third persons in or about the
Premises should then use or occupy any portion of the Premises), it will
maintain comprehensive general liability insurance with respect to the Premises
and Tenant’s activities therein and thereabout, insuring against liability for
personal injury and property damage or a combination thereof, with deductibles
of no more than $25,000.00, with the premiums thereon fully paid for on or
before the due date, issued by a Best’s A rated insurance company qualified to
do business in the State of Florida, having a Best’s Financial Size Category of
not less than Class VIII, such insurance to afford minimum protection of
not less than $5,000,000.00 combined single limit coverage or umbrella coverage
for bodily injury, property damage or combination thereof.


 


c.             Landlord and Landlord’s
mortgagee(s), if any, shall be named as additional insureds under Tenant’s
property and liability insurance and shall include with the terms thereof
contractual liability coverage and shall include ten (10) days’ notice of
cancellation, to Landlord and its mortgagee(s). Tenant shall deliver to
Landlord as a condition precedent to its taking occupancy of the Premises (but
not to its obligation to pay Rent), a certificate or certificates evidencing
such insurance reasonably acceptable to Landlord, and Tenant shall, at least
thirty (30) days prior to the expiration of such policies, deliver to Landlord
certificates of insurance evidencing the renewal of such policies, required
hereunder. Landlord shall have the right to satisfy its insurance requirement
under this Section 31 under a blanket policy covering the Premises and
other properties. Nothing in this Section 31 hereof shall prevent Tenant,
so long as Tenant is the Original Tenant hereunder or is a successor by merger,
consolidation or acquisition, from taking out the insurance of the kind and in
the amounts provided for under this Section 31 under a blanket insurance
policy or policies covering other properties as well as the Premises, provided,
however, that any such policy or policies of blanket insurance shall otherwise
comply as to endorsements and coverage with the provisions of this
Section 31.


 


d.             Landlord and Tenant each hereby
waives any and all rights of recovery, claim, action, or cause of action,
against the other, its agents, officers, or employees, for any loss or damage
that may occur to the Premises, or any improvements thereto or the Project of
which the Premises are a part, or any improvements thereto, or any personal
property of such party therein, by reason of fire, the elements, or any other
causes which are, or could or should be insured against under the terms of the
standard fire and extended coverage insurance policies referred to in
subsection a hereof, regardless of whether such insurance is actually
maintained and regardless of the cause or origin of the damage involved. Inasmuch
as the above mutual waivers will preclude the assignment of any aforesaid claim
by way of subrogation (or otherwise) to an insurance company (or any other
person), Landlord and Tenant severally agree to give to each insurance company
which has issued to it policies of insurance, written notice of the terms of said
mutual waivers, and to have said insurance policies properly endorsed, if
necessary, to prevent the invalidation of said insurance coverages by reason of
said waivers.


 


e.             Landlord shall cause its general
contractor to maintain builder’s risk and liability insurance on each Phase
during the period of construction. All such insurance attributable to the Shell
Improvements shall be paid by Landlord, and the portion thereof reasonably
allocated to the Tenant Improvements shall be part of the Construction Budget. To
the extent obtainable pursuant to accepted insurance industry standards, Tenant
shall be an additional insured thereon. Landlord shall provide Tenant with
certificates of insurance evidencing such status.


 


32.           RECORDING.  This Lease or any memorandum (other than Exhibit F)
shall not be recorded without Landlord’s and Tenant’s prior written consent.


 


33.           TAX ON RENT.  If federal, state or local law now or
hereafter imposes any sales, use or other tax, assessment, levy or other charge
(other than any income, inheritance or estate tax) directly or indirectly upon:
(i) Landlord with respect to this Lease; (ii) Tenant’s use or
occupancy of the Premises; (iii) any Base Rent or Additional Rent payable
under this Lease; or (iv) this transaction but only if any tax is due at
execution of this Lease, then Tenant will pay the amount thereof as Additional
Rent to Landlord with the payment of such Base Rent or Additional Rent to which
such amount relates and otherwise upon demand. Tenant acknowledges that ‘the
applicable sales tax as of the date hereof is six and one-half (6.5%)percent.


 


34.           ESTOPPEL CERTIFICATES.  Tenant will from time to time, within fifteen
(15) days after being requested to do so by Landlord, execute, acknowledge and
deliver to Landlord (or, at Landlord’s request, to any existing or prospective
purchaser, transferee, assignee or mortgagee of any or all of the Premises, the
Project, any interest therein or any of Landlord’s rights under this Lease) an
instrument in recordable form, certifying: (i) that this Lease is
unmodified and in full force and effect (or, if there has been any
modifications thereof, that it is in full force and effect as so modified,
stating therein the nature of such modifications); (ii) as to the dates to
which the Base Rent and any Additional Rent and any other charges arising
hereunder have been paid; (iii) as to the amount of any prepaid Rent or
any credit due to Tenant hereunder; (iv) that Tenant has accepted
possession of the Premises, and the date on which the Term of this Lease
commenced; (v) as to whether, to the best of the Tenant’s knowledge,
Landlord or Tenant is then in default in performing any of its obligations
hereunder (and, if so, specifying the nature of each such default); and
(vi) as to any other fact or condition reasonably requested by Landlord or
such other addressee. Such instrument shall contain an express acknowledgment
that the statements contained therein are being relied upon by Landlord and any
such other addressee.


 


22

















 


Landlord will from
time to time, within fifteen (15) days after being requested to do so by
Tenant, execute, acknowledge and deliver to Tenant (or, at Tenant’s request, to
a third party prospective or permitted assignee or sublessee) an instrument
certifying (i) that this Lease is unmodified and in full force and effect
(or, if there has been any modifications thereof, that it is in full force and
effect as so modified, stating therein the nature of such modifications);
(ii) as to the dates to which the Base Rent and any Additional Rent and
any other charges arising hereunder have been paid; (iii) as to the amount
of any prepaid Rent or any credit due to Tenant hereunder; (iv) as to
whether, to the best of the Landlord’s knowledge, Landlord or Tenant is then in
default in performing any of its obligations hereunder (and, if so, specifying
the nature of each such default); and (v) as to any other fact or
condition reasonably requested by Tenant or such other addressee. Such
instrument shall contain an express acknowledgment that the statements
contained therein are being relied upon by Tenant and any such other addressee.


 


35.           ACCESS.  Tenant and its employees shall have access to
the Project twenty-four (24) hours a day, seven (7) days a week, subject
to emergency events and Force Majeure.


 


36.           BROKERAGE COMMISSION.  Landlord will pay all leasing commissions due
Capital Realty Services, Inc. in connection with this Lease. Except as
aforesaid, each party hereto hereby represents and warrants to the other that,
in connection with the leasing of the Premises hereunder, they have not dealt
with any real estate broker, agent or finder, and there is no commission,
charge or other compensation due or payable on account thereof. Each party
hereto shall defend, indemnify and hold harmless the other from and against any
liabilities, claims, expenses and costs (including reasonable attorneys’ fees)
arising out of any inaccuracy in such party’s representation. Tenant
acknowledges that Capital Realty Services, Inc. represents solely the
Landlord with respect to this Lease.


 


37.           SUCCESSORS.  The terms, provisions, covenants and
conditions contained in this Lease shall apply to, inure to the benefit of and
be binding upon the parties hereto, and their respective successors in interest
and legal representatives.


 


38.           CONSTRUCTION OF LEASE AGREEMENT.
 The titles, captions and item numbers in
this Lease are inserted for convenient reference only and do not define or
limit the scope or intent and should not be used in the interpretation of any
item, Section, subsection or provision of this Lease. Whenever the context
requires or permits, the singular shall include the plural, and plural shall
include the singular and the masculine, feminine and neuter shall be freely
interchangeable. This Lease was the product of negotiations between representatives
for Landlord and representatives for Tenant and the language of this Lease
should not be more strictly construed against either party hereto. If any term
or provision of this Lease is susceptible to more than one interpretation, one
or more of which render it valid and enforceable, and one or more of which
would render it invalid or unenforceable, such term or provision shall be
construed in a manner that would render it valid and enforceable.


 


39.           RADON GAS.  Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.


 


40.           SECURITY DEPOSIT.  As security for Tenant’s obligations under
this Lease as to Phase 1, within forty-five (45) days after the date of this
Lease, Tenant shall deliver to Landlord, an irrevocable, unconditional, and
transferable Letter of Credit in the amount equal to Four Hundred Fifty
Thousand and No/100 ($450,000.00) Dollars. Upon Substantial Completion and
Tenant’s occupancy of Phase 1, the Letter of Credit shall be reduced to Thirty
Thousand and No/100 ($30,000.00) Dollars. In addition, as security for Phase 2,
Tenant shall, thirty (30) days prior to the commencement of construction of
Phase 2 (but in any event no later than three (3) business days prior to
the closing of Landlord’s construction loan for Phase 2), deliver to Landlord
an irrevocable, unconditional, and transferable Letter of Credit in the amount
equal to Four Hundred Fifty Thousand and No/100 ($450,000.00) Dollars. Upon “
Substantial Completion and Tenant’s occupancy of Phase 2, the Letter of Credit
for Phase 2 shall be reduced to Thirty Thousand and No/100 ($30,000.00)
Dollars.


 


41.           SATELLITE DISH.  Subject to compliance with all applicable
Legal Requirements, Tenant shall have the exclusive right to place, from time
to time, satellite dishes, antennae and other communication or transmission
devices (such devices being referred to as the “Satellite Dishes”) on the roof
of each of the Buildings. Additionally, Tenant shall have the right to install
such wire, conduits, cables and other materials as necessary to connect the
Satellite Dishes to Tenant’s allied machinery and equipment in the Premises
(the Satellite Dishes and any such connecting material being collectively
referred to as the “Satellite Dish Facilities”). However, prior to the
installation of any Satellite Dish Facilities, Tenant, at its expense, shall be
required to provide Landlord with a certification by a registered professional
structural engineer that the structural system of the roof is adequate to
support the superimposed loads produced by any Satellite Dishes at the location
on the roof of such Satellite Dishes and Tenant, at its expense, shall be
required to provide Landlord with satisfactory assurance that the existing construction
materials of the roof (such as the roof membrane) shall be protected from the
Satellite Dishes. At the expiration or earlier termination of the Lease,
Tenant, at its expense, may remove the Satellite Dish Facilities belonging to
Tenant, but Tenant shall remove any Satellite Dish Facilities belonging to an
unaffiliated third party. Any work required to restore the roof of any other
part of the


 


23

















 


Buildings from any damage
occasioned by the installation, maintenance or removal of the Satellite Dish
Facilities shall be borne by Tenant, and Tenant shall indemnify and hold
harmless Landlord from any costs, expenses, liabilities and the like, including
reasonable attorneys’ fees, occasioned by any damage to property and injury or
death to persons caused by such installation, maintenance or removal, except to
the extent caused by the negligence, willful misconduct or breach of this Lease
of Landlord.


 


Tenant shall be
responsible for the installation of all Satellite Dish Facilities (including
the attachment thereto to the roof) and for all costs and expenses arising from
and relating to the Satellite Dish Facilities and the installation, operation,
maintenance and repair thereof, and, if Tenant elects to remove the Satellite
Dish Facilities, or for those Satellite Dish Facilities for which removal is
required, for the removal thereof.


 


The installation,
maintenance and removal of the Satellite Dish Facilities shall be performed by
contractors and workers first approved by Landlord, which approval will not be
unreasonably withheld or delayed. However, Landlord reserves the right to
require Tenant, at Tenant’s expense, to use Landlord’s roofing contractor in
connection therewith if, in Landlord’s reasonable judgment, the Landlord’s roof
warranty may be affected by any such work.


 


Landlord agrees
that Tenant and engineering and maintenance personnel reasonably approved by
Landlord shall have access to the Satellite Dish Facilities in order to
install, operate, maintain, inspect and remove, as required, the Satellite Dish
Facilities. Landlord shall not unreasonably interfere with or impair the use,
operation, maintenance or repair of the Satellite Dish Facilities.


 


Tenant may
sublease to unaffiliated third parties rooftop rights for the installation of
Satellite Dish Facilities, without Landlord’s consent, but Tenant shall give
Landlord written notice of the existence of any such subleases from time to
time upon Landlord’s request. All revenues derived from such third party
subleases shall belong to Tenant.


 


The Satellite Dish
Facilities shall not be considered a part of the Premises for the purpose of
determining Tenant’s rental obligations under the Lease and no Rent therefor
shall be charged during the Term (including any renewal period specifically
provided under this Lease). However, Tenant’s use of the Satellite Dish
Facilities is otherwise subject to all of the terms and conditions of this
Lease with respect to Tenant’s use and occupancy of the Premises, including,
without limitation, Sections 9, 22 and 31.


 


42.           COMMUNICATION SYSTEMS.  Except as may be installed by Landlord as part
of the approved Construction Documents for the Tenant Improvements, Tenant will
have the right to install its telephone, communications, data and related
equipment including wiring and cables in the Building’s core and/or chase
facilities at Tenant’s sole expense (subject to the Tenant Allowance) and
subject to compliance with all applicable Legal Requirements.


 


43.           INTENTIONALLY OMITTED.


 


44.           MISCELLANEOUS.


 


a.             Anything in this Lease to the
contrary notwithstanding, under no circumstances shall Landlord have any lien
or possessory interest in Tenant’s business papers and records, including the media
on which those records and data are stored.


 


b.             Landlord and Tenant acknowledge
their duty to exercise their rights and remedies, and perform their obligations
reasonably and in good faith.


 


c.             Wherever in this Lease, the consent
or approval of either the Landlord or the Tenant is required, such consent or
approval shall not be unreasonably withheld or delayed, unless the Lease expressly
provides that such consent shall be in such party’s sole discretion. Whenever
the provisions of this Lease allow the Landlord or the Tenant to perform or not
perform some act at their option or in their judgment, the decision of the
Landlord and Tenant to perform or not perform such act must be reasonable.
However, if any such items would affect the structure, base building systems,
or exterior of a Building, then Landlord’s consent shall be in its sole
discretion.


 


d.             Time is of the essence of this
Lease.


 


45.           CONFIDENTIALITY.  The parties agree that the terms of this Lease
are confidential information and shall not be disclosed to third parties (other
than Landlord’s prospective purchasers or lenders, partners, employees,
officers, directors, shareholders, leasing and management personnel, attorneys,
accountants, and any other consultants, and any other person or entity to whom
a landlord would normally disclose lease provisions) and other than Tenant’s
prospective purchasers or lenders, partners, employees, officers, directors,
shareholders, management personnel, attorneys, accountants, and any other
consultants, and any other person or entity to whom a tenant would normally
disclose lease provisions, and other than Tenant’s prospective subtenants or
assignees) except pursuant to subpoena, court order, governmental subpoena or
except as otherwise required by law or as part of a public stock offering by
Tenant. In addition, Tenant may make press releases concerning this Lease.


 


24

















 


46.           EXHIBITS AND RIDERS.  The Exhibits and Rider(s), if any, attached to
this Lease are made a part hereof and incorporated herein by this reference.


 


47.           GOVERNING LAW.  This Lease shall be construed in accordance
with and governed by the laws of the State of Florida.


 


48.           ENVIRONMENTAL PROVISIONS.


 


a.             Tenant shall not knowingly permit
to remain in, incorporate into, use or otherwise place or dispose of at the
Premises or in the Project any toxic or hazardous materials unless
(i) such materials are in small quantities, properly labeled and
contained, (ii) such materials are handled and disposed of in accordance
with accepted industry standards for safety, storage, use and disposal,
(iii) such materials are for use in the ordinary course of business (i.e.,
as with office or cleaning supplies) and (iv) such materials are handled
and disposed of in accordance with all applicable Legal Requirements. If Tenant
ever has knowledge of the presence in the Premises or the Project of toxic or
hazardous materials, Tenant shall notify Landlord thereof in writing promptly
after obtaining such knowledge. For purposes of this Lease, hazardous or toxic
materials shall mean hazardous or toxic chemicals or any materials containing hazardous
or toxic materials to be classified as hazardous or toxic as then prescribed by
the prevalent industry practice and standards or as set from time to time by
EPA or OSHA or as defined under 29 CFR 1910 or 29 CFR 1925 or other applicable
Legal Requirements.


 


b.             If Tenant or its employees, agents
or contractors shall ever violate the provisions of subsection (a), above, or
if Tenant’s acts, negligence, breach of this provision or business operations directly
and materially expand the scope of any contamination from toxic or hazardous
materials, then Tenant, at its sole cost and expense, shall clean-up, remove
and dispose of the material causing the violation, in compliance with all
applicable Legal Requirements and repair any damage to the Premises or Project
within such period of time as may be reasonable under the circumstances after
written notice by Landlord, provided that such work shall commence not later
than thirty (30) days from such notice and be diligently and continuously
carried to completion by Tenant or Tenant’s designated contractors. Tenant shall
notify Landlord of its method, time and procedure for any clean-up or removal
of toxic or hazardous materials under this provision; and shall obtain
Landlord’s written approval, not to be unreasonably withheld or delayed. Tenant
shall indemnify and hold harmless Landlord against any costs, fines, damages,
expenses, and other liabilities (including, but not limited to, reasonable
attorneys’ fees and costs) arising therefrom.


 


c.             To the extent the presence of
hazardous or toxic materials at the Project is caused by Landlord’s negligence,
willful misconduct or breach of this Lease, then Landlord will be responsible
for the clean-up, removal and disposal costs thereof, all in accordance with
applicable Legal Requirements and accepted industry standards, and Landlord
shall indemnify and hold harmless Tenant against any costs, fines, damages,
expenses, and other liabilities (including, but not limited to, reasonable
attorneys’ fees and costs) arising therefrom.


 


d.             Landlord shall cause any
environmental audits obtained by Landlord for its construction loan(s) for
the Project also to be addressed and/or certified to Tenant.


 


49.           NO PARTNERSHIP.  Nothing in this Lease creates any relationship
between the parties other than that of lessor and lessee and nothing in this
Lease constitutes the Landlord a partner of the Tenant or a joint venturer or
member of a common enterprise with the Tenant.


 


50.           RIGHT OF FIRST OFFER.


 


a.             As of the date hereof, Landlord
hereby grants to Tenant a continuing right of first offer to purchase the
Project, exercisable by Tenant as follows: Landlord shall notify Tenant in
writing that it intends to place the Project on the market for sale to an
unaffiliated third party. By written notice delivered to Landlord within ten
(10) business days after receipt of notice of such intent, Tenant may
elect to pursue negotiations for the purchase of the Project. If Tenant fails
to so notify Landlord within such ten (10) business day period, then the right
of first offer shall be deemed to be waived by Tenant and of no further force
or effect for a period of one (1) year from the date that Landlord
notified Tenant of Landlord’s intent to sell the Project. If Landlord sells the
Project to an unaffiliated third party during such one (1) year period,
then the right of first offer shall be void and of no further force or effect
and shall not be applicable to Landlord’s successor. If Landlord does not sell
the Project within such one (1) year period, then the right of first offer
shall be deemed to be applicable the next time that Landlord intends to place
the Project on the market for sale to an unaffiliated third party after the expiration
of such one (1) year period.


 


b.             If Tenant elects to pursue
negotiations, then Tenant and Landlord shall, within twenty (20) days after
Tenant’s notice to Landlord, enter into good faith negotiations for the
purchase of the Project by Tenant. If, despite such good faith negotiations,
the parties are unable to execute an agreement for the sale and purchase of the
Project within thirty (30) days after the date that such negotiations commence,
for any reason whatsoever, then Landlord shall have the right to sell the
Project to any entity at any price within ten (10%) percent of the price for
which that Landlord offered to sell the Project to Tenant. In addition, Tenant
shall execute, within ten (10) days after the expiration of the thirty
(30) day negotiation period, an instrument in recordable form in order to
evidence that Tenant and Landlord were unable to


 


25

















 


reach an agreement.
Notwithstanding anything contained herein to the contrary, Tenant shall not be
permitted to exercise the right of first offer while in default of this Lease,
subject to any applicable default notice and grace or cure periods.


 


c.             Notwithstanding the foregoing, the
right of first offer shall not be applicable to any transfers by Landlord to
(x) a lender as part of a financing by Landlord or (y) any
corporation or other legal entity that is an affiliate, subsidiary, parent or
successor of Landlord, or to a corporation or other legal entity into or with
which Landlord may be merged or consolidated or to any entity as part of an
intra-family transfer for estate planning purposes or otherwise, and/or
(ii) transfer of Landlord’s interest pursuant to a foreclosure or deed in
lieu thereof; provided, further, that Landlord may not effect such a transfer
if the purpose of the transfer is to transfer the Project to an unrelated third
party and to circumvent Tenant’s right of first offer set forth herein.


 


d.             The right of first offer shall be
exercisable only by the Original Tenant, any affiliated successor to the
Original Tenant or by the first (1st) unaffiliated successor to the Original
Tenant. Upon any further assignment or other transfer of this Lease by the
Original Tenant, any affiliated successor or the first (1st) unaffiliated
successor between the date of this Lease and the closing date of the sale of
the Project to Tenant (except for a transfer not requiring Landlord’s consent),
the right of first offer shall, at Landlord’s option, be deemed void and of no
force or effect.


 


51.           FINANCING.  Notwithstanding anything to the contrary
contained in this Lease, this Lease, and the obligations of the parties
hereunder, are expressly made subject to the satisfaction, within the time
period set forth below, of the following condition precedent:


 


Landlord shall have satisfied itself as to its ability to obtain
financing for a construction loan in connection with the construction of Phase
1 within thirty (30) days after the date of execution and delivery of this
Lease by Landlord and Tenant.


 


The parties shall
reasonably cooperate with each other in good faith in order to meet any
reasonable requests of the proposed construction lender in its analysis of this
Lease and the Project (but not to include an obligation on Tenant’s part to
modify this Lease and so long as the requests have no adverse impact on
Tenant’s business operations). If Landlord obtains a loan commitment, Landlord
will provide a copy thereof to Tenant (but with items relating to the financial
commitments or status of Landlord or its affiliated entities or family members
redacted). If the condition precedent set forth above has not been duly and
timely satisfied as provided above, despite the parties’ good faith efforts,
then Landlord may terminate this Lease by written notice to Tenant within ten
(10) days after the expiration of such thirty (30) day period, whereupon
Landlord shall return the Prepaid Rent and Security Deposit to Tenant, plus
Landlord shall reimburse Tenant for the actual, reasonable out-of-pocket costs
incurred by Tenant in connection with this Lease (but not to exceed One Hundred
Fifty Thousand and No/100 ($150,000.00) Dollars), and thereupon both parties
shall be relieved of all further obligations under this Lease.


 


52.           PUBLIC GRANT FUNDS.  Tenant has advised Landlord that Tenant (at
its sole cost and expense) intends to apply for certain public assistance funds
and/or entitlements in connection with Tenant’s business to be conducted at the
Project, such as, for example, State of Florida job creation grants. To the extent
any such funds and/or entitlements are obtained, then Tenant will be entitled
to the full benefit of any such funds and/or entitlements, and any savings to
be achieved as a result of such funds and/or entitlements shall inure to the
full benefit of Tenant. For example purposes only, if any such entitlements
provide for the waiver by a governmental authority of a quantifiable amount
regarding any construction-related fees or costs that would otherwise have been
incurred by Landlord in the construction of the Project had Tenant not obtained
the applicable entitlement, then Tenant shall be entitled to a credit against
Tenant’s Costs (as hereinafter defined) in the amount that Landlord would
otherwise have incurred.


 


53.           WAIVER
OF JURY TRIAL.  THE PARTIES
HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH,
THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY
OF THE PREMISES OR PROJECT.


 


[signatures on next page]


 


26

















 


IN WITNESS WHEREOF, the parties have caused this Lease
to be executed, effective as provided in Section 28.


 


	
  WITNESSES:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Lidia Gonzalez

  	
   

  	
  /s/ Frank W. Guilford

  
	
  Print Name:

  	
  Lidia Gonzalez

  	
   

  	
  Frank W. Guilford, Jr., Individually and

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
  8/21/98

  
	
   

  	
   

  	
   

  
	
  /s/ Diane C. Lopez

  	
   

  	
   

  
	
  Print Name:

  	
  Diane C. Lopez

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERVAL INTERNATIONAL, INC., a Florida

  
	
   

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
  /s/ Victoria J. Kincke

  	
   

  	
  By:

  	
  /s/ Paul W. Rishell

  
	
  Print Name:

  	
  Victoria J. Kincke

  	
   

  	
  Name:

  	
          Paul
  W. Rishell

  
	
   

  	
   

  	
  Title:

  	
            Chief
  Operating Officer

  
	
   

  	
   

  	
   

  
	
  /s/ Maureen Uriarte

  	
   

  	
  Dated:

  	
          August
  20, 1998

  
	
  Print Name:

  	
  Maureen Uriarte

  	
   

  	
   

  
								



 


27

















 


EXHIBIT A


 





 

















 





 

















 





 














 





 

















 





 

















 





 

















 


EXHIBIT B





 

















 


EXHIBIT C


 


LANDLORD CONSTRUCTS - TENANT ALLOWANCE WORKLETTER:


 


THIS WORKLETTER (the “Workletter”), dated as of
the            day
of                                   ,
1998, is attached to and made part of that certain Lease by and between FRANK
W. GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE (the “Landlord”), and INTERVAL
INTERNATIONAL, INC., a Florida corporation (the “Tenant”). The terms,
definitions, and other provisions of the Lease are hereby incorporated into
this Workletter by reference as if set forth in full. In connection with the
execution of the Lease, Landlord and Tenant hereby agree as follows:


 


1.              General.
The purpose of this Workletter is to set forth how the interior improvements in
the Premises (the “Tenant Improvements”) are to be designed, engineered and
constructed, who will do the construction of the Tenant Improvements, who will
pay for the construction of the Tenant Improvements, and certain other matters
relating to the construction of the Tenant Improvements as provided herein.


 


2.              Delivery of
Premises to Tenant and Condition of Premises. Landlord, at its sole cost
and expense, shall cause Substantial Completion of the Shell Improvements for
the Project pursuant to Exhibit D to the Lease. The Shell Improvements
shall be installed in a good and workmanlike manner, meeting or exceeding all
applicable codes and regulations. Landlord shall also cause Substantial
Completion of the Tenant Improvements (as defined in Section 1.x of the
Lease), at Tenant’s expense but in all events subject to the Tenant Allowance.


 


3.              Space
Planning/Construction Documents.


 


(a)            Prior to the date
hereof, the parties have approved those certain preliminary space plans for the
Premises prepared by Sackman(2), Inc. (Landlord’s architectural and engineering
firm the “Architect”)), under Job No. 98–12 last dated  August 3, 1998.  Within ten (10) business days after the date
of this Lease, Landlord, at its expense (subject to the Tenant Allowance),
shall have prepared by the Architect, final and complete space plans for the
Tenant Improvements (the “Space Plans”), based on such preliminary space plans,
and shall submit the Space Plans to Tenant for its approval, which approval
shall not be unreasonably withheld or delayed. Within seven (7) business
days after receipt of the Space Plans, Tenant shall either approve the Space
Plans as submitted or provide Landlord with requests for reasonable
modifications thereto. If Tenant fails to respond within such seven (7) business
day period, then Tenant’s approval will be deemed to be granted. If Tenant
timely submits such modifications to the Space Plans, Landlord shall, within
seven (7) business days, cause the Architect to modify the Space Plans
accordingly, and submit revised Space Plans. If Tenant so submits a request for
modified Space Plans, then the time from such submission until the Space Plans
are finally acknowledged and approved shall be deemed to be a Tenant Delay, as
hereinafter defined; provided, however, that Tenant shall not be responsible
for any delays actually caused by the Architect (including, without limitation,
the Architect’s failure to incorporate properly Tenant’s requests into the
Space Plans). Notwithstanding the foregoing, Tenant shall be permitted to
submit modifications to the Space Plans one (1) time without such
submission being deemed to be a Tenant Delay (except if additional
modifications are necessary due to delays actually caused by the Architect as
described above). During the Space Plans approval process, Landlord shall
prepare (to the extent feasible based on then-available information), and the
parties shall work together in good faith to develop, preliminary nonbinding
estimates of the costs and milestone schedules for the construction of the
Tenant Improvements.


 


(b)            Within thirty (30)
days after the Space Plans are finally acknowledged and approved, Landlord, at
its expense (subject to the Tenant Allowance), shall have prepared final and
complete architectural and engineering construction documents, including any
applicable mechanical, electrical, plumbing and life safety drawings,
engineering drawings and working drawings, and all architectural plans and
finishes (collectively, the “Construction Documents”), suitable to obtain a
building permit from Miami-Dade County, Florida and to otherwise permit the
construction of the Tenant Improvements in coordination with the Shell
Improvements. The Construction Documents shall be based on the Space Plans. The
Construction Documents shall be submitted to Tenant for its approval, which
approval shall not be unreasonably withheld or delayed. Within ten (10) business
days after receipt of the Construction Documents, Tenant shall either approve
the Construction Documents as submitted or provide Landlord with requests for
reasonable modifications thereto. If Tenant fails to respond within such ten
(10) business day period, then Tenant’s approval will be deemed to be granted.
If Tenant timely submits such modifications to the Construction Documents,
Landlord shall, within ten (10) business days, cause the Architect to
modify the Construction Documents accordingly, and submit revised Construction Documents.
If Tenant so submits a request for modified Construction Documents, then the
time from such submission until the Construction Documents are finally
acknowledged and approved shall be deemed to be a Tenant Delay, as hereinafter
defined; provided, however, that Tenant shall not be responsible for any delays
actually caused by the Architect (including, without limitation, the Architect’s
failure to incorporate properly Tenant’s requests into the Construction
Documents). Notwithstanding the foregoing, Tenant shall be permitted to submit
modifications to the Construction Documents two (2) times without such
submission being deemed to be a Tenant Delay (except if additional
modifications are necessary due to delays actually caused by the Architect as
described above).  During the
Construction


 


1

















 


Documents approval
process, the parties shall work together in good faith to continue to develop
the anticipated costs and milestone schedules for the construction of the
Tenant Improvements.


 


(c)            Landlord shall
submit approximately fifty (50%) percent completed Construction Documents, including
finishes, prior to completion of Construction Documents, and Tenant shall
reasonably cooperate with Landlord in the preliminary review thereof.


 


(d)            Subject to the
Tenant Allowance, all reasonable fees and costs incurred in the preparation of
the Construction Documents, and any changes thereto, shall be the
responsibility of Tenant, except that Tenant shall not be responsible for
additional architectural and engineering fees and costs to the extent incurred
due to the negligence of the Landlord, the Architect or any other party engaged
by the Landlord. In no event shall the total amount of the architectural and
engineering fees and costs charged against the Tenant Allowance exceed Two and
No/100 ($2.00) Dollars per Rentable Square Foot, unless due to substantial
revisions (either as to the number and/or the scope of such revisions)
requested by Tenant.


 


(e)            Throughout the
Space Plans and Construction Documents process, Tenant shall use its best
efforts to cooperate with Landlord and the Architect in responding to questions
or requests for submissions regarding Tenant’s design and program requirements
for the Tenant Improvements. Unless the response reasonably requires a longer
time (and Tenant so advises Landlord within three (3) business days),
Tenant shall be required to respond to questions or requests for submissions
within three (3) business days after each such request.


 


4.              Construction
Budget.


 


(a)            The Landlord’s
general contractor for the Tenant Improvements (the “Contractor”) is subject to
Tenant’s prior written approval, not to be unreasonably withheld or delayed. If
the Contractor is the same general contractor retained or to be retained by
Landlord for the Shell Improvements pursuant to Exhibit D, then
Tenant’s approval will be deemed to be granted. Tenant may disapprove the
Contractor only if Tenant reasonably believes that the Contractor is: (i) not
licensed as required by any governmental agency; (ii) not qualified or
sufficiently staffed to do the work; (iii) not financially capable of
undertaking the work; and/or (iv) not adequately insured. Prior to
signature of Landlord’s construction contract with the Contractor, Landlord
shall provide Tenant with a copy thereof. Although Tenant’s approval thereof is
not required, Tenant may (but is not obligated to) offer suggestions to
Landlord regarding such contract.


 


(b)           Within ten (10) business
days following receipt of the final approved Construction Documents, Landlord
shall have the Contractor submit the major subcontract portions (i.e., the
structural, mechanical, electrical, HVAC, plumbing and life safety systems) of
the final approved Construction Documents for competitive bid to three (3) subcontractors
in each such discipline, which subcontractors shall be mutually approved by
Landlord, Tenant’s Representative and the Contractor; provided, however, that
Tenant may disapprove of a proposed bidder only if Tenant reasonably believes
that the proposed bidder is: (i) not licensed as required by any
governmental agency; (ii) not qualified or sufficiently staffed to do the
work; (iii) not financially capable of undertaking the work; and/or (iv) not
adequately insured. Landlord and the Contractor shall administer the bid
process with the participation of Tenant’s Representative. The subcontractors
shall be required to submit their bids within ten (10) business days after
submission of the final Construction Documents to the subcontractors. Within
two (2) business days after the opening of the bids, the Landlord, Tenant’s
Representative and the Contractor shall meet to open and analyze the bids.


 


(c)            Within five (5) business
days after such meeting, the Contractor shall prepare an estimated budget (the “Construction
Budget”) of the cost of the Tenant Improvements, and shall submit same to
Tenant. The Construction Budget shall be in reasonable detail and shall reflect
a unit cost for all improvements which is reasonable in amount, given the then
current market conditions pertinent to labor and material costs for such
construction. (The cost of the Tenant Improvements, as set forth in the
Construction Budget, shall not include the cost of utilities, air conditioning,
and other services provided during construction, nor shall Landlord charge a
construction coordination fee. The Construction Budget shall be used as a basis
for calculating Tenant’s Costs, as hereinafter defined, if any.


 


(d)           Within five (5) business
days after receipt of the Construction Budget, Tenant shall either approve the
Construction Budget as submitted or provide Landlord with requests for reasonable
modifications to the Construction Documents in order to achieve a reduction in
the Construction Budget. If Tenant fails to respond within such five (5) business
day period, then Tenant’s approval will be deemed to be granted. If Tenant
timely submits such modifications to the Construction Documents, Landlord
shall, within ten (10) business days, cause the Architect to modify the
Construction Documents accordingly, and shall cause the Contractor to submit a
revised Construction Budget. If Tenant so submits a request for modified
Construction Documents and Construction Budget, then the time from such
submission until a Construction Budget is finally acknowledged and approved
shall be deemed to be a Tenant Delay, as hereinafter defined; provided, however,
that Tenant shall not be responsible for any delays actually caused by the
Architect or the Contractor (including, without limitation, the Architect’s
failure to incorporate properly Tenant’s requests into the Construction
Documents). Notwithstanding the foregoing, Tenant shall be permitted to submit
a request for modifications to the Construction Documents one (1) time
without such submission being deemed to be a Tenant Delay (except if
additional! modifications are


 


2

















 


necessary due to
delays actually caused by the Architect or Contractor as described above).
Following final completion of the Tenant Improvements, Landlord shall provide
Tenant with a statement of actual costs thereof, including the cost of any
approved change orders.


 


(e)          As
part of the Construction Budget process, based on the then-developed
anticipated milestone schedules for the construction of the Tenant
Improvements, the Contractor and the Landlord shall establish a critical path
schedule in order to reflect the time frames regarding construction of the
Tenant Improvements. The schedule will be updated as necessary throughout the
construction of the Tenant Improvements. Tenant will be provided with a copy of
the schedule and the updates thereto.


 


5.            Construction.
Landlord shall cause the Contractor to construct, as soon as reasonably
possible, consistent with industry custom and practice and the construction
schedule (as such schedule is modified from time to time), the Tenant Improvements
indicated on the Construction Documents. Landlord shall enter into the
construction contract for the construction of the Tenant Improvements directly
with Contractor, based on a stipulated sum contract. Landlord or Tenant shall
have the right to require a payment and performance bond from the Contractor,
the cost of which is payable out of the Tenant Allowance if Tenant requests the
bond. All construction services shall be performed by the Contractor or its
subcontractors, material suppliers and laborers, and Landlord shall not
self-perform any of the Tenant Improvements.


 


6.             Allowance.


 


(a)           Landlord
will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and
No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the
Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two
Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four
Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars
for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To
the extent that the total cost of the construction of the Tenant Improvements
to the Premises exceeds the Tenant Improvement Allowance based on the
Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s
Costs”) as follows:


 


(i)            Prior
to commencement of construction of the Tenant Improvements, Tenant shall pay
Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as
such amount is then determined by reference to the Construction Budget. Such
twenty-five (25%) percent shall be maintained in an interest-bearing escrow
account non-commingled with the Landlord’s other funds until such time as
Tenant has paid to Landlord the remaining seventy-five (75%) percent of the
Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%)
percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as
described below.


 


(ii)           The
remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant
to Landlord in monthly installments, based upon requests for payment submitted
by Landlord not more than monthly. Each request for payment shall be
accompanied by a copy of the documentation submitted or to be submitted by
Landlord to its construction lender as an application for draws under Landlord’s
construction loan (including, without limitation, a certification by the
Architect that all work up to the date of the request for payment has been
substantially completed, along with any partial releases of lien and/or
contractor affidavits based on partial payment). Tenant shall pay to Landlord,
within ten (10) days after submission of such items, an amount equal to
Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant
disputes any payment required to be made, the approval of a draw request by
Landlord’s construction lender shall be evidence that the payment is properly
due from Tenant; provided, however, that if Tenant has a bona fide, good faith
dispute as to whether a payment is properly due, Tenant may elect to pay such
amount “under protest,” so that Tenant may reserve its rights with respect to
such payments.


 


(iii)          After
Substantial Completion of each Phase, Landlord shall submit to Tenant a final
accounting of Tenant’s Costs together with reasonable supporting documentation
(including, without limitation, invoices from those to whom remaining amounts
are due, to the extent available). Within thirty (30) days thereafter, Tenant
shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord
shall reimburse Tenant as to any excess amounts previously paid, as the case
may be.


 


Tenant’s Costs
represent a reimbursement of monies expended by Landlord on Tenant’s behalf.
Payment when due shall be a condition to Landlord’s continued performance under
this Workletter. Any delay in construction of the Tenant Improvements or in
Tenant taking occupancy of the Premises resulting from Tenant’s failure to make
any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s
failure to pay any portion of Tenant’s Costs when due shall constitute a
default under the Lease (subject to any applicable notice requirements or grace
periods), entitling Landlord to all of its remedies thereunder.


 


(b)          The
Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements
(including, without limitation, reasonable architectural and engineering fees
(subject to the


 


3

















 


limitation in Section 3(d),
above) and permitting fees to the extent applicable to the Tenant Improvements
only). Tenant shall receive a credit against the Base Rent to become due under
the Lease for any unused portion of the Tenant Allowance, but in no event shall
such credit exceed $50,000.00.


 


(c)           In addition to the
Tenant Allowance, Landlord will make available to Tenant an additional
allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars
for each of Phase 1 and Phase 2 to be used to fund the increased capacity of
the HVAC system over the HVAC system being provided as part of the Shell
Improvements, as described in Exhibit D (the “Additional Allowance”).
Tenant shall repay the Additional Allowance (plus simple interest at the rate
of nine (9%) percent per annum), plus sales tax, to Landlord as follows:
Commencing on the Commencement Date of each Phase and continuing on the first
day of each month thereafter throughout the fifteen (15) year Term of each
Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly
payments of Base Rent, with the same provisions for late charges and defaults
as applicable to Base Rent payments) an amount sufficient to fully amortize the
Additional Allowance (plus interest as set forth above), over such period, plus
sales tax. Any default by Tenant with respect to the Additional Allowance shall
also be deemed to be a default under the Lease. Any costs for such increased
HVAC capacity as described in Exhibit D in excess of the Additional
Allowance shall be paid to Landlord as part of Tenant’s Costs.


 


7.             Miscellaneous.


 


(a)           The Construction
Documents shall show all Tenant Improvements and shall be designed in
compliance with all applicable Legal Requirements and American Institute of
Architects accepted industry practices and standards and shall be constructed
in compliance with all applicable Legal Requirements and substantially in
accordance with the Construction Documents. Landlord shall be responsible for
obtaining any necessary building permits for the Tenant Improvements (payable
out of the Tenant Allowance) and certifications necessary for the occupancy of
the Premises (except to the extent a requirement for the certificate of
occupancy is due to Tenant’s specific business operations to be conducted at
the Premises). Tenant’s approval of the Space Plans and the Construction
Documents shall not relieve Landlord, and Tenant’s approvals shall not
constitute a waiver, of Landlord’s obligation to construct the Tenant
Improvements in compliance with all applicable Legal Requirements and
substantially in accordance with the Construction Documents, and such approval
shall not preclude Tenant from asserting any claims relating thereto, whether
known or unknown, unless otherwise expressly waived in writing by Tenant.


 


(b)           To the extent of
Tenant’s equipment, fixtures, furniture, furnishings or other materials are
stored or installed in the Premises prior to the Commencement Date by Tenant or
its agents, Tenant hereby releases Landlord for any and all liability therefor
and agrees to indemnify and hold Landlord harmless from and against any and all
liability, loss, claim, cause of action, damages, cost or expense arising out
of or in connection with loss or damage or destruction of any such equipment,
fixtures, furnishings or other materials, unless such loss, damage or
destruction is caused by the negligence or willful misconduct of Landlord or
its agents, or breach of this Lease by Landlord.


 


(c)           All costs associated
with any installation of Tenant’s telephone equipment in any core or equipment
room shall be the responsibility of Tenant (subject to the Tenant Allowance).


 


8.             Installations by
Tenant. Upon Substantial Completion of each Phase, Tenant, at its expense
and subject to compliance with applicable Legal Requirements, shall install its
furniture, trade fixtures and equipment so that Tenant can occupy the Premises
for the use and purposes intended. Tenant may begin to install such items prior
to Substantial Completion and Landlord shall cooperate regarding same;
provided, however, that no such pre-Substantial Completion installation shall
in any way delay or interfere with Landlord’s work pursuant to this Workletter
and Tenant shall arrange a meeting to coordinate with Landlord prior to any
such pre-Substantial Completion installation. Any such pre-Substantial
Completion installation of furniture, fixtures and equipment shall be at Tenant’s
sole risk (except as set forth below). If the parties agree that Tenant will
undertake to construct or install some portion of the Tenant Improvements or
retain its own contractors or subcontractors to perform any other work, Tenant
shall only use contractor(s), subcontractor(s), or material supplier(s) first
approved by Landlord, not to be unreasonably withheld or delayed (“Tenant’s
Contractors”). Tenant shall be responsible for obtaining all necessary permits
and approvals at Tenant’s sole expense in connection with the work performed by
Tenant’s Contractors. in accordance with Section 22 of the Lease, Tenant
shall advise Tenant’s Contractors that no interest of Landlord in the Premises
or Project shall be subject to liens to secure payment of any amount due for
work performed or materials installed in the Premises and that Landlord has
recorded a notice to that effect in the public records of Miami-Dade County,
Florida. Landlord shall permit Tenant and Tenant’s Contractors to enter the
Premises to accomplish any work as agreed; however, Tenant agrees to insure
that Tenant’s Contractors do not impede Landlord’s contractor(s) in
performance of their respective tasks. Landlord, except for its negligence,
willful misconduct or breach of this Lease, shall not be liable in any way for
any injury, loss, damage or delay which may be caused by or arise from such
entry by Tenant, its employees or Tenant’s Contractors, and Tenant agrees to
indemnify and hold harmless Landlord, its agents, and employees from and
against any and all costs, expenses, damage, loss or liability, including, but
not limited to, reasonable attorneys’ fees and costs, which arise out of, are
occasioned by or are in any way attributable to the work being performed by
Tenant’s Contractors, except for Landlord’s negligence, willful misconduct or
breach of this Lease.


 


4

















 


9.              Tenant Delays.
Tenant shall be responsible for any actual delay (including associated costs)
in Substantial Completion resulting from any of the following causes (“Tenant
Delays”):


 


(a)             Tenant’s failure
to timely respond to any submissions of the Space Plans and/or the Construction
Documents for the Tenant Improvements, unless such failure is due to causes
beyond Tenant’s control;


 


(b)            Tenant’s failure to
pay any portion of Tenant’s Costs within ten (10) days after when due
(except that if Tenant has a bona fide, good faith dispute as to an item of
Tenant’s Costs, Tenant may elect to pay such amount “under protest,” so that
Tenant may reserve its rights to seek reimbursement of the disputed amounts);


 


(c)             Tenant’s
specification of special materials or finishes, or special installations, which
special items cannot be delivered or completed within Landlord’s construction
schedule (subject to Landlord’s obligation to give Tenant prior notice of same
at the time of such specification);


 


(d)            any change in the
Space Plans and/or the Construction Documents caused by Tenant once finally
approved and accepted by the parties, even though Landlord may approve such
change (and Landlord agrees to estimate the delay to be caused by a change
order; or


 


(e)             any other delay in
Substantial Completion directly attributable to the negligent or willful acts
or omissions of, or breach of this Lease by, Tenant, its employees, agents, or
contractors.


 


If any Tenant
Delay results in or contributes to an actual delay in Substantial Completion,
then, Substantial Completion (and the Commencement Date) shall be deemed to
have occurred as of the date Landlord would have otherwise achieved Substantial
Completion, but for Tenant’s Delay. Landlord will specify in writing to Tenant
the Tenant Delay(s) which resulted in or contributed to a delay in
Substantial Completion. (Tenant is not responsible for delays other than Tenant
Delays.) Landlord’s failure to notify Tenant within three (3) business
days after the occurrence of a Tenant Delay shall constitute a waiver by
Landlord of the applicable Tenant Delay (but, in the event of a continuing
Tenant Delay, it is waived only for the period of time preceding three (3) business
days before Tenant’s receipt of Landlord’s notice). Tenant’s failure to notify
Landlord within five (5) business days after Landlord’s notice of a Tenant
Delay shall constitute a waiver by Tenant of the right to dispute the existence
of the applicable Tenant Delay (but shall not limit Tenant’s right to dispute
the length of the applicable Tenant Delay). If Landlord and Tenant timely
provide their respective notices and there is a dispute between Landlord and
Tenant as to the existence or length of a particular instance of Tenant Delay,
which dispute is not resolved by the parties within ten (10) business days
after Tenant’s notice to Landlord of the Tenant’s disagreement with a Tenant
Delay notice delivered by Landlord, then, within ten (10) days after the
expiration of such ten (10) business day period, Landlord and Tenant shall each
select an independent disinterested architect, which architects shall mutually
determine (within ten (10) days) whether there exists such Tenant Delay
(and, if so, the length thereof). The losing party (as designated by the
architects) shall bear the costs of the architects. If the architects cannot
agree, then the architects shall mutually select a third independent
disinterested architect Such third architect shall then (within ten (10) days)
make its determination whether there exists such Tenant Delay (and, if so, the
length thereof), whose decision shall be final and binding. The losing party
(as designated by the architect) shall pay the fees and costs of such third
architect. At a minimum, each of the architects shall be disinterested
architects, with substantial experience in the Miami-Dade County commercial
real estate office market.


 


10.            Monitoring of
Progress.


 


(a)            Landlord will
update Tenant on an on-going basis in connection with the Project and the
schedule, and Tenant will have the right to monitor and inspect the Project as
it progresses (including, without limitation, as to the inspection and
uncovering of unsatisfactory work). Landlord shall update the Tenant in writing
at least monthly as to the projected date(s) for each of the pertinent
components of the Project. Landlord shall keep and maintain at all times and
make available to Tenant for Tenant’s review all Space Plans and Construction
Documents (including current as-built drawings, as and when prepared, but in
any event Landlord shall deliver to Tenant three (3) complete copies of
same within sixty (60) days following Substantial Completion, and in electronic
format if available), specifications, field orders, change orders, shop
drawings, catalog cuts and the like, in good order and reasonably marked to
record all changes made during construction, as well as any invoices and bills.
Tenant, at its sole cost and expense, shall have the right to retain
construction consultants to assist Tenant throughout the construction process
(including, without limitation, reviewing the Space Plans and Construction
Documents and the Construction Budget, and in monitoring and inspecting the
Project as it progresses), but any delays actually caused by such consultants
shall be deemed to be a Tenant’s Delay, unless the delay is caused by the
negligence of the Landlord or its agents, the Architect or the Contractor. The
parties acknowledge that Tenant’s Representative is the consultant that will
assist Tenant with the foregoing.


 


(b)            Tenant may inspect
and conduct tests to determine whether construction is being performed
consistent with the Base Building Shell Plans (as hereinafter defined) and/or
the Construction Documents, regardless of whether such inspections or tests are
required by the Base Building Shell Plans and/or Construction Documents. Should
Tenant’s inspections or tests reveal that the work is not installed


 


5

















 


substantially in
accordance with the Base Building Shell Plans and/or Construction Documents, the
cost of uncovering and replacement shall be at Landlord’s expense. If Tenant’s
inspections or tests require work to be uncovered and such inspections or tests
reveal that the work has been installed substantially in accordance with the
Base Building Shell Plans and/or Construction Documents, the costs of
uncovering and replacement shall be at Tenant’s expense and any actual delay
associated therewith shall be a Tenant Delay. Neither Tenant’s inspections,
tests or approvals nor its failure to make any such inspections, tests or
approvals shall relieve Landlord of its responsibility to complete the Project
in accordance with Exhibit C and Exhibit D, nor constitute a
waiver or acceptance of any defects in the work, unless otherwise expressly
waived in writing by Tenant.


 


11.            Representatives.


 


(a)             Tenant hereby
appoints Larry H. Adams, Jr., as President of Associated Consulting International, Inc.,
as the authorized representative of Tenant for purposes of dealing with
Landlord and its agents with respect to all matters involving, directly or
indirectly, the construction of the Tenant Improvements and the Project
including, without limitation, change orders to the Construction Documents (such
person is hereinafter referred to as “Tenant’s Representative”). Tenant hereby
warrants and represents to Landlord that Tenant’s Representative has all of the
requisite power and authority to deal with the Landlord and its agents in the
manner contemplated herein and that Tenant shall be bound by the acts and
omissions of Tenant’s Representative. Upon at least two (2) days’ prior
written notice to Landlord, Tenant shall have the right to substitute a
different individual as Tenant’s Representative hereunder.


 


Landlord shall
send to Tenant’s Representative half-sheet copies of the Space Plans and
Construction Documents, with copies of same (and any other items sent to Tenant’s
Representative) sent to Carol Chin at Tenant’s address set forth in the Lease.
(Full size sets of the Space Plans and Construction Documents and any other
materials relating to the construction of the Project will be made available to
Tenant at all times at the office of the Architect and/or at the job site.)
Tenant’s time frames for review of any deliveries shall commence on the date of
receipt by Tenant’s Representative and Carol Chin, except that if a delivery is
unintentionally not sent to Carol Chin, then the applicable time frame shall
commence on the date of receipt by Tenant’s Representative.


 


(b)             Landlord hereby
appoints James Eagleton, of The Eagleton Kathe Company, as the authorized
representative of Landlord for purposes of dealing with Tenant and its agents
with respect to all matters involving, directly or indirectly, the Construction
of the Tenant Improvements and the Project including, without limitation,
change orders to the Construction Documents (such person is hereinafter referred
to as “Landlord’s Representative”). Landlord hereby warrants and represents to
Tenant that Landlord’s Representative has all of the requisite power and
authority to deal with the Tenant and its agents in the manner contemplated
herein and that Landlord shall be bound by the acts and omissions of Landlord’s
Representative. Upon at least two (2) days’ prior written notice to
Tenant, Landlord shall have the right to substitute a different individual as
Landlord’s Representative hereunder.


 


12.            Punchlist.
When Substantial Completion of each Phase is nearing, the parties shall
schedule a meeting to jointly inspect the Tenant Improvements for such Phase in
order to preliminarily identify those unfinished details that will be part of
the punchlist. Such meeting does not diminish Tenant’s right to monitor and
inspect the Project as it progresses as described above. Upon Substantial
Completion of the Tenant Improvements, Landlord, at Landlord’s sole cost and
expense, shall remove from the Premises all temporary systems, tools,
equipment, machinery, surplus materials, waste and rubbish, clean all tile and
glass surfaces, replace broken glass, remove stains, paint spots and direct,
clean and polish all plumbing fixtures and equipment, leave the Tenant
Improvements “vacuum clean,” or its substantial equivalent to the reasonable
satisfaction of Tenant, except to the extent that any such items need to remain
in order to complete any mutually approved punchlist items.


 


13.            Change Orders.
Tenant shall have the right to request change orders throughout the
construction process (subject to the provisions hereof as to Tenant Delay).
Landlord will not unreasonably withhold or delay its approval of any change
orders requested by Tenant, and (unless the response reasonably requires a
longer time and Landlord so advises Tenant within five (5) business days),
Landlord and the Contractor shall respond within five (5) business days to
Tenant’s request for information regarding any proposed change orders
(including without limitation the pricing thereof in the pricing format
requested by Tenant).


 


[signatures on next page]


 


6

















 


IN WITNESS
WHEREOF, the parties have caused this Workletter to be executed as of the date
first above written.


 


 


	
  WITNESSES:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Lidia Gonzalez

  	
   

  	
  /s/ Frank W. Guilford

  
	
  Print Name:

  	
    Lidia Gonzalez

  	
   

  	
  Frank W. Guilford, Jr., Individually and

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
  8/21/98

  
	
  /s/ Diane C. Lopez

  	
   

  	
   

  
	
  Print Name:

  	
    Diane C. Lopez

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERVAL INTERNATIONAL, INC., a Florida

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Victoria J. Kincke

  	
   

  	
  By:

  	
    /s/ Paul W. Rishell

  
	
  Print Name:

  	
    Victoria J. Kincke

  	
   

  	
  Name:

  	
   

  	
  Paul W. Rishell

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
  /s/ Marreen Uriarte

  	
   

  	
  Dated:

  	
   

  	
  August 20, 1998

  
	
  Print Name:

  	
    Marreen Uriarte

  	
   

  	
   

  
												



 


7

















 


EXHIBIT D


 


SHELL IMPROVEMENTS 


 


Revised 8/4/98


 


Landlord will
cause to be completed in accordance with the Base Building Shell Plans (as
hereinafter defined) within or with respect to the Project the following
improvements (the “Shell Improvements”).


 


Structural
System


 


1.               Structural System: The Building
structural floor system and roof framing system is a composite poured in-place
concrete slab supported on precast prestressed concrete joists. The structural
system is a four-inch concrete slab supported on sixteen inch deep precast
prestressed joists typically at 3’- 6 5/8” on-center. Structural floor system
based upon minimum building code requirements, but not less than 50 lb. psf “live
load” and 25 lb. psf. “dead load” throughout the Premises. Interior concrete
frame is poured concrete columns supporting precast prestressed soffit beams.
The exterior of the Building is concrete tie column/beam with load-bearing
masonry. Floor height to be 12’ +/- slab-to-slab.


 


Building Exterior


 


1)              Building exterior walls shall
consist of block and painted stucco with applied stucco banding for detail. Areas
at North and South entrances to include precast detailing.


2)              Main gatehouse entrance area to
include brick pavers, site lighting and upgraded landscaping.


 


Doors
and Windows


 


1)              Window mullion “planning module”
to be set at 2’- 6” increments.


2)              Window mullions to be aluminum
with E.S.P. finish.


3)              Glass to be “impact resistant”
fixed lite reflective tint glass to meet the South Florida Building Code.


4)              Entry doors at North and South
entrances shall be aluminum storefront doors with E.S.P. finish and panic
hardware as required.


5)              Exterior stair and exit doors
shall be hollow metal doors with metal frames and panic hardware as required.
The width of the stairwell shall meet Tenant’s projected occupancy requirements
of 300 persons per Phase.


 


Roof
System


 


1)              The Building roof will be a
mineral surface roofing system over light weight concrete or ridged insulation
board.


Roof system shall
consist of mechanically fastened one ply of GAFGLAS # 75 base sheet with
fastening pattern as designed and approved by Miami-Dade County. Utilizing hot
asphalt, two piles of GAFGLAS Ply IV will be installed and adhered in full
mopping of Type III hot asphalt. Cap sheet to consist of one ply of GAFGLAS
Mineral surface Cap Sheet installed and adhered with hot asphalt.


2)              Insulation to meet Dade County
energy code requirements.


3)              Roof drains with overflow scuppers
at building perimeter.


4)              “Tower(s)” roofing shall be
furnished with Straight Barrel Mission Tile.


5)              Installation method shall conform
to the South Florida Building Code.


6)              Roof Warranty from manufacturer
for twenty (20) years.


 


Building
Common Areas


 


1)              The Shell Improvements for Phase 1
shall include a lobby, equipment rooms, and stairs to service Phase 1 and Phase
2 (“central core area”). Within the central core area are two central
staircases, two hydraulic elevators, and rooms for elevator machinery,
electrical distribution panels, telephone distribution boards and janitorial
equipment. The HVAC mechanical room and a secondary stair are located on the
East perimeter of the Building.


2)              Lobby portion of the central core
area is to be fully equipped and finished to suburban office building standards
including: 


“Two-story”
ceiling height in a portion of the lobby with the South and North walls of the
lobby consisting of a glass wall type system.


Flooring in the
lobby to consist of a “hard-surface” material such as tile, in a minimum size
of 12” x 12”. Wall Surfaces to be painted drywall.


Ceiling in lobby
to be painted drywall and 2’ x 2’ acoustical ceiling tile. Portions of the
ceiling will contain either light coves or soffit detailing. 


Main stair case in
lobby to have hard surface treads and risers and an ornamental metal railing of
moderate quality or better. 


Tenant entry doors
in the lobby to be 3’x 8’ stain-grade birch, solid core entry doors. Closers,
hinges and mortise hardware to be provided. Frames to be steel.


 


1

















 


Lighting in the lobby to
consist primarily of compact florescent downlights with accent “wall sconce”
lighting.


3)               All code required signage for
central core area is provided.


4)               Secondary stair to be constructed
of prefabricated welded steel with solid risers, landing forms, railings and
wall rails.  Treads to be concrete
filled. Stairs to be painted.


 


Elevators


 


1)               The Shell Improvements for Phase
1 include two complete hydraulic elevators utilizing a single hoistway.


2)               Each elevator will have minimum
carrying capacity rating of 2,500 lb.


3)               Cab speed to be a minimum of 100
FPM.


4)               Hoistway Doors to be minimum 3’-
6” wide and 7’- 0” high with
center-opening door operation.


5)               Signals to be illuminated car and
hall station push-buttons.  Cab position
indicator in car and lobby. Cab traveling lanterns mounted in entrance jambs.


6)               Cab height to be 8’- 0” clear.


7)               Finishes: Flooring material to
match lobby floor.  Cabs to have brushed
aluminum handrails, brushed stainless control panels and walls will be upgraded
from baked enamel finish.


8)               Equipment manufacturers are:
Dover, Miami Elevator, Otis Elevator.


 


Building
Restrooms


 


1)              Landlord will furnish, as part of
the Shell Improvements for Phase 1, fully functional Men and Women restrooms to
meet The South Florida Building Code and current Americans with Disabilities
Act, (ADA) requirements.


2)              Plumbing fixture count is based on
an occupancy load of 1 person per 100 usable sq. ft.


3)              Restroom lighting to include 2’ x
2’ parabolic light fixtures.


4)              Restroom finishes to include
ceramic tile floors and a ceramic tile five foot wainscot. Balance of walls to
be painted. Vanity tops and backsplashes to be plastic laminate.


5)              Restroom accessories include:
unframed mirrors on walls above vanity tops, stainless steel grab bars, soap
dispensers, paper napkin dispensers.


6)              Plastic laminate stall partitions
with concealed fastenings and vandal-resistant screw heads where applicable.


7)              Restrooms entry doors to be 3’x 8’
stain-grade birch - solid core doors with steel jambs, closers and hardware
provided.


8)              Equipment manufacturers for water
closets, lavatories and urinal fixtures are: American Standard, Kohler, Eljer.


9)              Water closets and urinal fixtures
shall include a commercial flush-valve type system. Equipment manufacturers
are: Delany, Sloan and Zurn.


 


Mechanical
System


 


1)             The Building air conditioning and
heating system will be a high quality air-cooled chilled-water system installed
pursuant to general office use specifications. Landlord shall provide each
floor of the Building with zoned air conditioning and heating via dedicated
central station air handling units located on each floor. All zones shall
include appropriately sized variable air volume devices (“VAVs”) which shall include
the controls and related wiring with the minimum number of zones in the
Tenant-occupied area of each floor to be twelve (12). The central station air
handling units shall include the provisions and capacity to continuously, while
in operation, introduce filtered ventilation from the Building exterior at a rate
of not less than twenty (20) cfm per occupant. Modification and balancing of
the base Building HVAC system shall be provided by Landlord. Modification and
balancing to accommodate Tenant’s interior build-out shall be payable from the
Tenant Allowance. Capacities of the central air handling units and Building
refrigeration equipment shall be sufficient to accommodate the following Tenant
imposed heat gains in addition to the Building envelope heat gain and
ventilation air cooling load:


 


1)           Occupancy rate of one
person per 48 usable square feet (i.e., an occupancy rate of 300 persons per
Phase). Subject to the Additional Allowance, Tenant shall pay any and all costs
of the equipment needed to increase the capacity of the HVAC system from an
occupancy rate of one person per 100 usable square feet to an occupancy rate of
one person per 48 usable square feet (i.e., an occupancy rate of 300 persons
per Phase).


 


2)           Artificial equipment
(computer, tele/comm and reproduction) heat gains equal to 1.5 watts per usable
square foot.


 


2)             Tenant shall
maintain and operate the base Building HVAC system. The HVAC system shall be designed
to provide the following environmental conditions throughout the
Tenant-occupied area at the following listed A.S.H.R.A.E. outdoor design
temperatures. All fresh air requirements and HVAC design engineering shall be
in accordance with A.S.H.R.A.E. standards in relation to Tenant imposed heat
gains. The listed inside space dry bulb temperature shall be achieved and
maintained without the benefit or use of interior shading devices at perimeter
exterior glass.


 


2














 


	
   

  	
   

  	
  Summer

  	
   

  	
  Winter

  
	
  Outside Conditions

  	
   

  	
  91 deg. D.B. /
  79 deg. W.B.

  	
   

  	
  45 deg. D.B.

  
	
  Inside Conditions

  	
   

  	
  75 deg. D.B. /
  55 deg. R.H.

  	
   

  	
  72 deg. D.B.

  



(All temperatures stated in Fahrenheit)


 


3)               The Building shall incorporate
and provide a modern, high quality and efficient energy management system that
will control and operate the Building’s HVAC systems during office hours and
non-office hours.


4)               HVAC systems quality to be based
on a chiller life expectancy of fifteen (15) years with normal maintenance
procedures maintained.


5)               Chiller equipment warranty for
five (5) years.


6)               Equipment manufacturers are:
York, McQuay, Trane and Carrier.


 


Electrical
System


 


1)              Landlord shall provide each floor
of the Building with an electrical room, secondary electrical service feeders,
distribution transformers/panel boards and lighting/service panel boards. A
load capacity of not less than 6 Volt Amps (watts) per usable square foot shall
be provided exclusively for Tenant’s lighting and power requirements and in
addition to any base building requirements for heating and cooling equipment or
core area accommodations. Additional load capacity shall be provided at an
additional expense to Tenant. The voltage characteristics at distribution and
lighting/service panel boards shall be three phase connected and not exceeding
480 volts. All lighting/service panel boards shall include ground bussing.
Electrical distribution will be in accordance with final space plans. The main
electrical room shall be equipped with panels and breakers to accommodate 1,200
amp main service to the Building at 480/277 volt, three phase. Pad mounted FPL
transformer. Single FPL meter for the Building.


2)              120/208 volts, 3 phase, 4 wire: 3
circuit home-run with #10 AWG conductors from junction box on 24’ x 24’ grid in
Tenant-occupied area.


3)              277/480 volts, 3 phase, 4 wire: 3
circuit home-run with #10 AWG conductors from junction box on 48’ x 48’ grid in
Tenant occupied area.


4)              Service mains shall be: one main
for each floor of Tenant occupied area including HVAC air handlers and one main
for common areas, HVAC chiller and parking lot lights.


5)              Building security system is
limited to card access devices at North and South Building entrances.


6)              No surge protection devices
provided as part of the Building shell.


7)              Minimum service grounding system
bonded to domestic water piping and cadwell bonded to the Building “footer”
steel.


8)              No standby generator system or
related switch gear is provided as part of the Shell Improvements, but Landlord
shall provide an appropriate location for Tenant’s generator and switch gear to
be included as part of the Tenant Improvements package.


 


Telephone
System


 


1)              Primary ducting and telephone
wiring to be brought into the Building’s main telephone room on ground floor.


2)              Multiple 4” empty raceways with
pull strings shall be stubbed into the Tenant-occupied area for Tenant’s use.


3)              Telephone service to each
elevator.


4)              Standard telephone service and
equipment as provided by telephone company.


 


Plumbing
System


 


1)             The Landlord shall provide, as part
of the Phase 1 Shell Improvements, “wet stacks” to service Building common area
restrooms. A “wet stack” shall consist of 4” sanitary waste, 3” sanitary vent
and 1-1/2” potable cold water. Connections to be capped (with valving on
potable cold water line) above the mean ceiling elevation of each floor of the
Tenant occupied area.


2)             One (1) additional “wet stack”
to be mounted on an interior column of each floor to service Tenant requirement
for plumbing to an employee lounge, coffee bar, conference room, etc.


3)             The Building central core area will
contain two electric water coolers. Equipment manufacturers are: Haws, Halsey
Taylor and Oasis.


 


Fire
Alarm


 


1)             Landlord shall include, as part of
the Shell Improvements, a Building fire alarm system in accordance with
N.F.P.A. 101 requirements.


2)             Notification shall be by
horn/strobe devices.


3)             Activation shall be by manual (pull
stations) and automatic devices {smoke detectors).


4)             Fire Alarm to be Addressable Class B
with central control panel located in Building Lobby Area.


5)             Smoke Detectors to be provided by
code including in: central core area, elevator lobby areas @ 1st and 2nd
floors, restrooms, and Building shell mechanical rooms, telephone rooms and
electrical rooms,


6)             System to perform elevator recall
function.


 


3

















 


Fire
Sprinklers


 


1)              Landlord shall
include, as part of the Shell Improvements, fire sprinklers throughout the
Building in accordance with the current minimum N.F.P.A. standards to meet
Tenant’s projected occupancy requirements of 300 persons per Phase.


2)              Sprinkler heads to
protrude below acoustical ceiling.


 


Lightning
Protection System


 


1)              Minimum lightning
protection system to be provided as part of Shell Improvements.


 


Parking


 


1)              Landlord shall include as part of
the Shell Improvements for each Phase paving, bumpers and striping to
accommodate the required parking as described in the Lease.


2)              Parking lot lighting shall be
sharp cut-off type luminaries as per code with an average maintained
illumination of 2 foot-candles and a maximum to minimum ratio of 10 to 1.


3)              Asphalt to be 6” rock base with 1”
asphalt with 12” of stabilization.


4)              Curbs to be extruded concrete.


 


Site
Amenities


 


1)              As part of the Phase 1 Shell
Improvements, Landlord shall provide a 6’- 0” +/- high masonry/painted stucco
finish and aluminum-picket wall with decorative concrete block pillars with
painted stucco finish around the perimeter of the site.


2)              Mutually acceptable card access
gates at both entrances into site.


3)              East entrance to include a
one-person, masonry gate house with air conditioning unit, electric and
telephone J-Boxes.


4)              Brick pavers, decorative landscape
and lighting at each both entrances.


5)              Landlord to provide landscape on
site as part of the Shell Improvements. Landscape to be meet requirements set
forth in Dade County Landscape Manual and as delineated on preliminary
Landscape site plan.


6)              No interior or exterior Tenant
signage is provided as part of Shell Improvements.


 


Improvements
To Tenant Area


 


1)              Smooth trowel finish concrete
floors, level to within a 1/4 inch in a 20’ radius, block walls and ceilings.


2)              Minimum number of strip
fluorescent lighting as per code.


3)              3’x 8’ stain-grade birch, solid
core entry doors into Premises.


4)              Fire rated jambs and mortise
hardware provided.


5)              Exit lights per code.


6)              A one-inch aluminum, “exposed tee”
ceiling grid system in a 2’ x 4’ grid pattern in the tenant area. No acoustical
ceiling tiles provided.


7)              Metal duct work from air handling
units located on each floor to VAV Boxes mounted in the plenum of each floor.
Thermostats provided but not installed.


8)              120/208 volts, 3 phase, 4 wire: 3
circuit home-run with #10 AWG conductors from junction box on 24’ x 24’ grid.


9)              277/480 volts, 3 phase, 4 wire: 3
circuit home-run with #10 AWG conductors from junction box on 48’x 48’grid.


 


Shell Improvements Construction


 


Landlord shall commence
construction of the Building Shell Improvements upon receipt of the building
permit from the appropriate governmental agencies. All construction shall be
done in a good and workmanlike manner and shall comply at the time of
completion with all applicable Legal Requirements and substantially in
accordance with the Base Building Shell Plans.


 


As used herein, the term “Base
Building Shell Plans” means those certain plans and specifications to be
prepared by Sackman 2, Inc. Architects, at Landlord’s expense. The Base
Building Shell Plans are not complete as of the date of the Lease.  Prior to the date hereof, the parties have
approved those certain preliminary plans for the Shell Improvements prepared by
the Architect, under Job No.  98–12, last dated August 12, 1998.* The
Base Building Shell Plans shall be based on such preliminary plans. Tenant
shall have the right to review and approve in writing the Base Building Shell
Plans before construction is commenced. Tenant’s approval shall not be
unreasonably withheld or delayed. Tenant shall have five (5) business days
within which to review any submission of the Base Building Shell Plans. If
Tenant fails to respond within the five (5) business days, then Landlord
shall notify Tenant of its failure, and if Tenant fails to respond to Landlord
within two (2) business days after Landlord’s notice, then Tenant’s
consent will be deemed to be granted. If Tenant timely submits requests for
modifications to the Base Building Shell Plans, Landlord shall, within ten (10) business
days, cause the Architect to modify the Base Building Shell Plans accordingly,
and submit revised Base Building Shell Plans. If Tenant so submits a request
for modified Base Building Shell Plans, then the time from such submission
until the Base Building Shell Plans are finally acknowledged and approved shall
be deemed to be a Tenant Delay;


 






*              (which were based
on the progress drawings reviewed by the parties at Tenant’s offices on July 16,
1998).


 


4

















 


provided, however, that
Tenant shall not be responsible for any delays actually caused by the Architect
(including, without limitation, the Architect’s failure to incorporate properly
the requirements of this Exhibit D into the Base Building Shell
Plans). Notwithstanding the foregoing, Tenant shall be permitted to submit
modifications to the Base Building Shell Plans one (1) time without such
submission being deemed to be a Tenant Delay (except if additional
modifications are necessary due to delays actually caused by the Architect as
described above).


 


Landlord shall submit
approximately fifty (50%) percent completed Base Building Shell Plans prior to
completion thereof, and Tenant shall reasonably cooperate with Landlord in the
preliminary review thereof.


 


Landlord reserves the
right to substitute systems, equipment, manufacturers and/or specifications of
equal or better quality than the systems, equipment, manufacturers and/or
specifications described herein.


 


Upgrades to Shell Improvements


 


Landlord has agreed to
construct at its cost the Shell Improvements described in this Exhibit D
and the Base Building Shell Plans. Tenant has expressed interest in upgrading
some of the Shell Improvements. In the event Tenant elects to upgrade any of
the Shell Improvements, Tenant shall have the right to do so with: i) Landlord’s
prior written approval, which shall not be unreasonably withheld or delayed,
and ii) payment by Tenant to Landlord for all costs associated with these
upgrades above the Shell Improvements, including but not limited to:
architectural design and engineering costs, permitting and permit processing costs,
and increased construction costs as part of and in the same manner as Tenant’s
Costs pursuant to the Workletter (except for the upgrade to the HVAC capacity,
which is being provided by Landlord as part of the Additional Allowance
described in the Workletter, to be repaid by Tenant as provided therein).


 


Landlord’s general
contractor for the Shell Improvements is subject to Tenant’s prior written
approval, not to be unreasonably withheld or delayed. Tenant may disapprove the
general contractor only if Tenant reasonably believes that the general
contractor is: (i) not licensed as required by any governmental agency; (ii) not
qualified or sufficiently staffed to do the work; (iii) not financially
capable of undertaking the work; and/or (iv) not adequately insured.


 


5

















 


EXHIBIT E


 


INTENTIONALLY OMITTED


 


1

















 


EXHIBIT F


 


	
  PREPARED
  BY AND

  	
   

  	
   

  
	
  RECORD
  AND RETURN TO:

  	
   

  	
  RESERVED FOR USE BY
  CLERK OF

  
	
  Eric D.
  Rapkin, Esq.

  	
   

  	
  CIRCUIT COURT

  
	
  Hughes
  Hubbard & Reed LLP

  201 S. Biscayne Blvd., Suite 2500

  Miami, Florida 33131

  	
   

  	
   

  



 


 


MEMORANDUM OF LEASE


 


THIS MEMORANDUM OF LEASE is made as of the        day
of                                       ,
1998, between FRANK W. GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE (“Landlord”),
whose address is c/o Guilford & Associates, P.A., Suite 300, 2222
Ponce de Leon Boulevard, Coral Gables, Florida 33134, Attention: F.W. Zeke
Guilford, Esq., and INTERVAL INTERNATIONAL, INC., a Florida corporation (“Tenant”),
whose address is 6262 Sunset Drive, Penthouse I, Miami, Florida 33143,
Attention: Mr. Paul W. Rishell, COO.


 


WITNESSETH:


 


1.              Landlord is the
owner of that certain real property located on North Kendall Drive at S.W. 99th
Avenue, Miami-Dade County, Florida, as more particularly described in Exhibit A
attached hereto and made a part hereof (the “Land”).


 


2.              Landlord and
Tenant have entered into a Lease Agreement of even date herewith (the “Lease”)
pertaining to the Land, and associated buildings and improvements to be
constructed thereon in two (2) Phases {collectively, the “Project”).


 


3.              The term of the
Lease will commence as set forth in the Lease and will be for fifteen (15)
years after the Commencement Date for Phase 2, unless earlier terminated in
accordance with the terms of the Lease. The Lease also contains an option for
Tenant to renew the term of the Lease for three (3) terms of sixty (60)
months each, subject to the terms and conditions set forth in the Lease.


 


4.              The Lease also
contains a right of first offer for Tenant to purchase the Project, subject to
the terms and conditions set forth in the Lease.


 


5.              In accordance with
Section 713.10, Florida Statutes, Landlord and Tenant hereby provide
notice that the terms of the Lease expressly provide that the interest of
Landlord in the Project, including, but not limited to, the Premises, shall not
be subject to liens for improvements made by or on behalf of Tenant.


 


6.              This Memorandum
does not set forth the entire Lease, but is intended to give notice thereof.
This Memorandum is subject to all of the covenants, conditions, and terms set
forth in the Lease, which is incorporated herein and made a part hereof by
reference, to the same extent as if all of the covenants, conditions, and terms
thereof were set forth in full herein. If any conflict exists between the
provisions of this Memorandum and the provisions of the Lease, the provisions
of the Lease shall control.


 


1

















 


IN
WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of Lease
effective as of the date first above written.


 


 


	
  WITNESSES:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Lidia Gonzalez

  	
   

  	
  /s/ Frank W. Guilford

  
	
  Print Name:

  	
    Lidia Gonzalez

  	
   

  	
  Frank W. Guilford, Jr., Individually and

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
    8/21/98

  
	
  /s/ Diane C. Lopez

  	
   

  	
   

  
	
  Print Name:

  	
    Diane C. Lopez

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERVAL INTERNATIONAL, INC., a Florida

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Victoria J. Kincke

  	
   

  	
  By:

  	
    /s/ Paul W. Rishell

  
	
  Print Name:

  	
    Victoria J. Kincke

  	
   

  	
  Name:

  	
   

  	
  Paul W. Rishell

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
  /s/ Maureen Uriarte

  	
   

  	
  Dated:

  	
   

  	
  August 20, 1998

  
	
  Print Name:

  	
    Maureen Uriarte

  	
   

  	
   

  
										



 


STATE OF FLORIDA  )


)ss:


COUNTY OF
DADE    )


 


The
foregoing instrument was acknowledged before me this 21st day of August, 1998,
by FRANK W. GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE, who is personally known
to me or produced as identification.


 


	
   

  	
   

  	
  /s/ Lidia Gonzalez

  
	
   

  	
   

  	
  Print Name:

  	
  Lidia Gonzalez

  
	
   

  	
  OFFICIAL NOTARY SEAL

  	
  Notary Public, State of
  Florida

  
	
   

  	
  LIDIA GONZALEZ

  	
   

  
	
  My commission expires:

  	
  NOTARY PUBLIC STATE OF FLORIDA

  	
   

  
	
   

  	
  COMMISSION NO. CC729436

  	
   

  
	
   

  	
  MY COMMISSION EXP. APR. 24, 2002

  	
   

  



 


STATE OF FLORIDA  )


)ss:


COUNTY OF
DADE    )


 


The foregoing instrument was acknowledged before me this 20th day of
August, 1998, by Paul W. Rishell, as Chief Operating Officer of INTERVAL
INTERNATIONAL, INC., a Florida corporation, on behalf of the corporation, who
is personally known to me produced as identification.


 


	
   

  	
   

  	
  /s/ Jennifer A. West

  
	
   

  	
   

  	
  Print Name:

  	
  Jennifer A. West 

  
	
   

  	
   

  	
  Notary Public, State of
  Florida

  
	
  My commission expires:

  	
   

  	
   

  
	
   

  	
   

  	
  SEAL

  	
  JENNIFER A. WEST

  	
   

  
	
   

  	
   

  	
   

  	
  MY COMMISSION # CC
  534458

  	
   

  
	
   

  	
   

  	
   

  	
  EXPIRES: March 14, 2000

  	
   

  
	
   

  	
   

  	
   

  	
  Bonded Thru Notary
  Public Underwriters

  	
   

  
						



 


2

















 


EXHIBIT A TO EXHIBIT F


 


Legal Description


 


3

















 


EXHIBIT G


 





 

















 


EXHIBIT H


 


LETTER OF CREDIT REQUIREMENTS


 


As security for
Tenant’s obligations under this Lease as to Phase 1, Tenant shall deliver to
Landlord, an irrevocable, unconditional, and transferable Letter of Credit in
the amount set forth in Section 40 of the Lease (the “Phase 1 Letter,”
which term shall be deemed to include each replacement thereof), issued by a
bank (the “Issuer”) licensed to do business in the State of Florida, and
acceptable to Landlord in its reasonable judgment. The Phase 1 Letter shall be
reduced as set forth in Section 40 of the Lease.


 


In addition, as
security for Phase 2, Tenant shall, as set forth in Section 40 of the
Lease, deliver to Landlord an irrevocable, unconditional, and transferable
Letter of Credit in the amount set forth in Section 40 of the Lease (the “Phase
2 Letter,” which term shall be deemed to include each replacement thereof),
issued by the Issuer. The Phase 2 Letter shall be reduced as set forth in Section 40
of the Lease.


 


For purposes of
this Exhibit, the Phase 1 Letter and the Phase 2 Letter are sometimes each
referred to as a “Letter” and collectively as the “Letters.”


 


Each of the
Letters shall have an expiration date no earlier than one (1) year from
its date of issuance. Each of the Letters shall automatically renew for a
period of no less than one (1) year from its expiration date, unless
Issuer provides Landlord with at least sixty (60) days’ notice of nonrenewal by
certified mail, return receipt requested. The Letters shall be in a form
reasonably acceptable to Landlord and shall provide that they may be drawn
against, in whole or in part, by presentation to the Issuer of a sight draft in
the appropriate amount identifying the Letter being drawn, along with a letter
from Landlord to the Issuer stating that Tenant is in default of the Lease
beyond the expiration of the applicable grace period, if any. No other
requirements shall be imposed as a condition of drawing on the Letters. Landlord
shall provide an extra demand notice to Tenant prior to making a draw request
under either of the Letters, and Tenant shall have three (3) business days
after receipt of such notice within which to pay the amount of such demand.


 


Each Letter shall
be accompanied by a letter from an officer of the Issuer naming the officer(s) empowered
to bind the Issuer on such Letter. The letter shall be manually signed by the
corporate secretary (or another officer) of the Issuer who shall also certify
that as of the date of issue of the Letter of the officer(s) executing
same was fully empowered to execute such Letter and to bind the Issuer thereby.


 


If at any time
Landlord receives notice of nonrenewal of the Letters as described above, then
within thirty (30) days after Landlord receives such notice, Tenant shall
deliver to Landlord a replacement Letter for the applicable Letter, which
replacement Letter shall (a) be unconditional, irrevocable, and
transferable, (b) be issued by Issuer or another bank licensed to do
business in the State of Florida, and acceptable to Landlord in its reasonable
judgment, (c) be in an amount not less than the undrawn balance of the
Letter being replaced, or as may be approved by Landlord in writing, (d) have
an expiration date no earlier than twelve (12) months from its issuance, and (e) be
in form reasonably acceptable to Landlord and shall be available by sight draft
with no additional documents or requirements, other than those stated above. If
Tenant fails to properly deliver to Landlord any required replacement Letter,
Landlord may draw upon the unreplaced Letter for all or any part of the amount
thereof.


 


Without notice to
Tenant (except for the extra demand notice expressly required above), Landlord
shall be entitled to draw the full amount, or any remaining portion thereof, of
the Letters if (a) a default under the Lease has occurred and is
continuing beyond the expiration of the applicable grace period, if any and
Landlord is entitled to exercise its rights and remedies under the Lease, or (b) Landlord
is not furnished any replacement Letter when and in accordance with the terms
hereof. If a Letter is drawn in full, the amounts received by Landlord pursuant
thereto may be applied to the amounts due under the Lease in such order or
manner as Landlord may, in its sole discretion, elect.


 


Notwithstanding
the foregoing, Landlord shall not be required to release all or any remaining
portion of the Letters if there exists any uncured default under the Lease
after applicable notice and cure periods, or an event or circumstance has
occurred which, with the giving of notice or the passing of time, or both,
would constitute a default under the Lease. In addition, if at any time during
the term of the Lease the rating of the Issuer by Standard & Poor,
Moody’s, or a similar nationally recognized rating organization is ever lower
than the rating of the Issuer as of the date of the Lease, then, at Landlord’s
option, Tenant shall replace each Letter with a Letter issued by a different
bank reasonably acceptable to Landlord, or, if Tenant is unable to replace the
Letters, Tenant shall post a cash security deposit with Landlord in the amount
of the Letters.


 


Attached hereto
and made a part hereof as Exhibit H-1 is an acceptable form of the Letter.


 


1

















 


Exhibit H-1


 


Acceptable Form of Letter of Credit


 


SPECIMEN                          NOT A LEGAL
DOCUMENT      SPECIMEN


BENEFICIARY:


insert full name and address


 


LETTER OF
CREDIT NO:

S                                


 


GENTLEMEN:


 


WE HEREBY
OPEN OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR, FOR THE ACCOUNT OF                          insert
applicant’s name and address                
IN THE AMOUNT OF USD                     UNITED
STATES DOLLARS
(                 insert
amount in words)            AVAILABLE
BY PAYMENT OF YOUR DRAFT(S) AT SIGHT DRAWN ON OURSELVES WHEN ACCOMPANIED
BY THE FOLLOWING DOCUMENT(S):


 


STATEMENT, PURPORTEDLY SIGNED BY THE BENEFICIARY, READING AS
FOLLOWS:


 


“TENANT IS IN DEFAULT OF THAT CERTAIN LEASE BEYOND THE
EXPIRATION OF THE APPLICABLE GRACE PERIOD”.


 


THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR
UNDERTAKING. ANY REFERENCE IN THIS LETTER OF CREDIT TO A “LEASE” IS FOR
IDENTIFICATION PURPOSES ONLY AND SUCH REFERENCE SHALL NOT MODIFY OR AFFECT THE
TERMS HEREOF OR CAUSE SUCH DOCUMENT TO BE DEEMED INCORPORATED HEREIN.


 


PARTIAL DRAWINGS ARE PERMITTED.


 


IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE
DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ONE YEAR FROM THE PRESENT
OR ANY FUTURE EXPIRY DATE UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO SUCH
EXPIRATION DATE, WE NOTIFY YOU IN WRITING BY CERTIFIED MAIL RETURN RECEIPT REQUESTED
OR EXPRESS COURIER THAT WE ELECT NOT TO RENEW THIS LETTER OF CREDIT FOR ANY
SUCH ADDITIONAL ONE YEAR PERIOD.


 


THIS LETTER OF CREDIT IS TRANSFERABLE. WE SHALL NOT RECOGNIZE
ANY TRANSFER OF THE CREDIT UNTIL AN EXECUTED TRANSFER REQUEST IN A FORM SUITABLE
TO US, BEARING CERTIFICATION BY YOUR BANKERS THAT THE SIGNATURE IS VALID, IS
FILED WITH US. NOTICE OF THE TRANSFER ENDORSED ON THE REVERSE OF THIS CREDIT BY
US, AND OUR CUSTOMARY FEE OF 1/4  OF
1 PFRCENT MINIMUM FEE $200.00 IS PAID.


 


DRAFT(S) DRAWN UNDER THIS CREDIT MUST STATE ON THEIR
FACE “DRAWN UNDER FIRST UNION
NATIONAL BANK IRREVOCABLE STANDBY LETTER OF CREDIT


 


1

















 


NUMBER S                  DATED                 ”.


 


WE HEREBY AGREE WITH YOU THAT
DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF
THIS CREDIT SHALL BE DULY HONORED IF PRESENTED TOGETHER WITH DOCUMENT(S)
SPECIFIED AND THE ORIGINAL OF THIS CREDIT, AT OUR OFFICE LOCATED AT 200 SOUTH
BISCAYNE BOULEVARD, 12TH FLOOR, MIAMI, FLORIDA 33131 FL6042 ATTN: INTERNATIONAL
SUPPORT SERVICES, ON OR BEFORE                             insert
expiry date             .


 


EXCEPT AS OTHERWISE EXPRESSLY STATED. THIS LETTER OF CREDIT IS SUBJECT
TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, ESTABLISHED BY THE
INTERNATIONAL CHAMBER OF COMMERCE, AS IN EFFECT ON THE DATE OF ISSUANCE OF THIS
CREDIT.


 


SINCERELY,


 


 


	
   

  	
   

  
	
  AUTHORIZED
  SIGNATURE

  	
   

  
	
  FIRST
  UNION NATIONAL BANK

  	
   

  



 


SPECIMEN                                                   NOT A LEGAL
DOCUMENT                             SPECIMEN


 


 


	
  DATE:

  	
   

  	
   

  



 


2

















 


BENEFICIARY’S NAME 

AND ADDRESS


 


GENTLEMEN:


 


FIRST UNION NATIONAL BANK AT THE
REQUEST OF         insert
applicant’s name and address        HAS ISSUED OUR IRREVOCABLE
LETTER OF CREDIT
NO.                  IN
THE AMOUNT OF                  
UNITED STATES DOLLARS, DATED
                                IN
YOUR FAVOR.


 


THIS WILL
CERTIFY THAT                                                                            IS
AUTHORIZED TO PROVIDE AND EXECUTE THE MENTIONED IRREVOCABLE LETTER OF CREDIT,
THAT THE SIGNATURE APPEARING ON SAID LETTER OF CREDIT IS AUTHENTIC, AND THAT
THE BANK HAS COMPLIED WITH ALL FDIC REQUIREMENTS AND OTHER APPLICABLE LAWS IN
CONNECTION WITH THE ISSUANCE OF SUCH LETTER OF CREDIT.


 


SINCERELY,


 


 


	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  
	
  FIRST UNION NATIONAL BANK

  	
   

  



 


3

















 


APPLICATION
FOR TRANSFER OF IRREVOCABLE STANDBY


LETTER OF CREDIT

NUMBER                                    DATED                                                  


 


TO:       FIRST UNION NATIONAL BANK                                                                ,
I9                                                           


International Division (FL6042)


200 South Biscayne Boulevard, 12th Floor


Miami, FL 33131


 


Gentlemen:


 


For value received, the undersigned beneficiary hereby
irrevocably transfers to:


 


 


(Name of
Transferee)


 


 


(Address of
Transferee)


 


All rights
of the undersigned beneficiary in the aggregate amount of $                    under
the above irrevocable standby letter of credit, subject to the same terms and
conditions.


 


By  this transfer, all rights of
the undersigned beneficiary in such standby letter of credit are transferred to
the transferee named above and such transferee shall have the sole rights as
beneficiary thereof.


 


We hereby enclose the original standby letter of
credit identified above, and enclose our check in the amount of $                                representing
your transfer fee (1/4% of the transfer amount, $200.00 minimum).


 


	
  Sincerely yours,

  	
   

  	
  Signature Authenticated by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Beneficiary

  	
   

  	
  Signature of Bank or Notary

  



 


Note: If you do not maintain
an account with us and have to pay via a check, you must send either a cashier’s check or a money order. We will not
process this request with payment in the form of a company or a personal check
unless it is drawn on a First Union account.


 


4














 


	
  First Union National Bank

  	
   

  
	
  FL6020

  	
   

  
	
  4299 Northwest 36th
  Street, Suite 102

  	
  Carol Reinsma

  
	
  Miami Springs, Florida
  33166

  	
  Senior Vice President

  
	
  305 883-4006

  	
  Commercial Relationship Manager

  
	
  Fax 305 883-3422

  	
   

  



 


	
  

  	
  July 31, 1998

  



 


Mr. Eduardo Fernandez

Interval International Corp.

6262 Sunset Drive

Miami, Florida 33143


 


	
   

  	
  Re:   Transfer of a Irrevocable Standby

  Letter of Credit.

  



 


Dear
Eddie:


 


The
purpose of this letter is to document our discussions regarding a proposed
Letter of Credit pursuant to your negotiations to lease office space.


 


It is my understanding that
the current landlord is considering changing its name and would like the
ability to transfer the proposed Letter of Credit at a fixed cost to its new
name should a change occur.    In that
instance we will cap the fee to $300.00


 


If you have any questions,
please do not hesitate to contact me.


 


Sincerely,


 


	
  /s/ Carol Reinsma

  	
   

  
	
  Carol Reinsma

  



 


5

















 


RIDER NO. 1


 


INTERVAL
INTERNATIONAL, INC.


 


1.                                     Incorporation. This Rider is by this reference
incorporated into and made a part of the Lease. The terms used in this Rider
without definition which are defined in the Lease shall have the same meaning in this
Rider as in the Lease. In the event of any conflict between the terms of this
Rider and the terms
of the Lease, this Rider shall govern.


 


2.                                     Renewal Options.


 


2.01                           Grant of Renewal Options. Tenant may
extend the Term of the Lease on the same terms and conditions of the Lease,
except as otherwise provided herein, for the Renewal Periods, as hereinafter
defined.


 


2.02                           Renewal Periods. There shall be three (3) Renewal
Periods, herein sometimes called the “First Renewal Period,” the “Second
Renewal Period” and the “Third Renewal Period” (each, a “Renewal Period”). The “First
Renewal Period” is the period commencing on the first day after the last day of
the initial Term (the “First Renewal Period Commencement Date”) and ending on
the last day of the sixtieth (60th) full calendar month thereafter, unless
ended earlier under the Lease. The “Second Renewal Period” is the period
commencing on the first day after the last day of the First Renewal Period (the
“Second Renewal Period Commencement Date”) and ending on the last day of the
sixtieth (60th) full calendar month thereafter, unless ended earlier under the
Lease. The “Third Renewal Period” is the period commencing on the first day
after the last day of the Second Renewal Period (the “Third Renewal Period
Commencement Date”) and ending on the last day of the sixtieth (60th) full
calendar month thereafter, unless ended earlier under the Lease.


 


2.03                           Exercise of Renewal Options. The Renewal
Option for the First Renewal Period (the “First Renewal Option”) shall be
exercisable by delivery of written notice from Tenant to Landlord of Tenant’s
election to exercise the First Renewal Option at least twelve (12) months
before the First Renewal Period Commencement Date, time being of the essence.
The Renewal Option for the Second Renewal Period (the “Second Renewal Option”)
shall be exercisable by delivery of written notice from Tenant to Landlord of
Tenant’s election to exercise the Second Renewal Option at least twelve (12)
months before the Second Renewal Period Commencement Date, time being of the
essence. The Renewal Option for the Third Renewal Period (the “Third Renewal
Option”) shall be exercisable by delivery of written notice from Tenant to
Landlord of Tenant’s election to exercise the Third Renewal Option at least
twelve (12) months before the Third Renewal Period Commencement Date, time
being of the essence.


 


2.04                           Conditions of Exercise. Tenant may only
exercise a Renewal Option, and an exercise thereof shall only be effective if
at the time of Tenant’s exercise of such Renewal Option and on the respective
Renewal Period Commencement Date the Lease is in full force and effect and no
default exists under the Lease beyond the expiration of the applicable grace
period, if any. If a Renewal Option is not exercised as provided in subsection
2.03 of this Rider, such Renewal Option (and any subsequent Renewal Option)
shall terminate and Tenant shall not thereafter have any further rights
hereunder. Tenant’s right to exercise the Second Renewal Option is conditioned
upon Tenant’s proper renewal of the Term for the First Renewal Period. Tenant’s
right to exercise the Third Renewal Option is conditioned upon Tenant’s proper
renewal of the Term for the Second Renewal Period.


 


2.05                           Rent. The Base Rent per square foot of
Rentable Area of the Premises payable during each Renewal Period shall be the
Market Rental Rate, as hereinafter defined. “Market Rental Rate” of the
Premises shall be an amount determined by Landlord on the basis of the
then-prevailing market rental rate for office space in Comparable Class Buildings
for an existing tenant renewing an existing lease on an “as-is” basis. However,
in no event shall Base Rent for any year of the Renewal Periods be less than
the amount of Base Rent for the immediately prior year.


 


2.06                           Determination of Market Rental Rate.
Commencing one hundred eighty (180) days prior to the deadline for Tenant to
exercise each Renewal Option, Tenant shall have the right to request Landlord’s
determination of the Base Rent for the upcoming Renewal Period. Landlord shall
notify Tenant of its determination no later than thirty (30) days thereafter so
that Tenant shall have sufficient time to decide whether to elect to renew the
Lease. If, despite good faith negotiation, Landlord and Tenant cannot agree on
the Base Rent for the upcoming Renewal Period on or before thirty (30) days
prior to the deadline for Tenant to exercise its Renewal Option, then Tenant
must nonetheless timely elect to exercise its Renewal Option and be bound by
the result of the appraisal process described below. Upon Tenant’s exercise,
Landlord and Tenant (within ten (10) days) shall each select an
independent disinterested MAI appraiser, which appraisers shall complete their
written appraisals of the Market Rental Rate within twenty (20) days
thereafter.  Landlord and Tenant shall each
bear the costs of their respective appraisers. 
If


 


1

















 


the difference between
the two appraisals is equal to or less than ten (10%) percent of the higher
appraisal, then the average of such two appraisals shall be the Base Rent for
the upcoming Renewal Period. If the difference between the two appraisals is
more than ten (10%) percent of the higher appraisal, then the appraisers shall
mutually select a third independent disinterested MAI appraiser (within ten (10) days).
Such third appraiser shall then (within ten (10) days) make its
determination of the Market Rental Rate of the Premises, and the average of
such three appraisals shall be the Base Rent for the upcoming Renewal Period.
Landlord and Tenant shall each pay one-half (1/2) of the fees and costs of such
third appraiser. At a minimum, each of the MAI appraisers shall be
disinterested commercial real estate appraisers doing business in the
Kendall/South Miami area of Miami-Dade County, Florida, and properly licensed,
with substantial experience in the Kendall/South Miami office markets. If the
dispute is not finally resolved as of the commencement of the applicable
Renewal Period, then Tenant shall pay the Base Rent for the Renewal Period for
the immediately prior year, increased by CPI, until such dispute is finally
resolved. Upon the final determination, then Tenant shall receive a credit, or
Tenant shall promptly pay any underpayment to Landlord, as applicable, such
credit or payment to be equal to the difference between the Base Rent then
being paid by Tenant and the Base Rent that Tenant should have been paying, as
determined by such appraisal process.


 


2.07                           During each Renewal Period, the parking
rental for the Additional Parking Spaces and the Supplemental Parking Spaces
shall continue to be increased by the CPI as provided in the Lease.


 


2.08                           As-Is. Tenant shall be deemed to have
accepted the Premises in “as-is” condition as of the commencement of each
Renewal Period, subject to any other repair and maintenance obligations of
Landlord under the Lease, it being understood and agreed that Landlord shall
have no additional obligation to renovate or remodel the Premises or any
portion of the Project as a result of Tenant’s renewal of the Lease, except for
the Reserve Allowance, if applicable, described in Section 4.d of the
Lease.


 


2.09                           No Partial Renewal by Phase. Tenant may
not exercise its Renewal Option only as to one of the Phases. Any exercise by
Tenant of a Renewal Option hereunder shall be deemed to renew the Term for both
Phase 1 and Phase 2.


 


2.10                           No Further Renewal. Following expiration
of the Third Renewal Period as provided herein, Tenant shall have no further
right to renew or extend the Lease.


 


3.                                       Continuation of Lease.   
Except to the extent expressly provided by this Rider, the covenants and
conditions of the Lease in force during the Term, as the same may be modified
from time to time, shall continue to be in effect during each Renewal Period.


 


[signatures on
next page]


 


2

















 


IN WITNESS WHEREOF, Landlord and Tenant have executed this Rider,
effective as of the date of the Lease.


 


 


	
  WITNESSES:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Lidia Gonzalez

  	
   

  	
  /s/ Frank W. Guilford

  
	
  Print Name:

  	
    Lidia Gonzalez

  	
   

  	
  Frank W. Guilford, Jr., Individually and

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
    8/21/98

  
	
  /s/ Diane C. Lopez

  	
   

  	
   

  
	
  Print Name:

  	
    Diane C. Lopez

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERVAL INTERNATIONAL, INC., a Florida

  
	
   

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/ Victoria J. Kincke

  	
   

  	
  By:

  	
    /s/ Paul W. Rishell

  
	
  Print Name:

  	
    Victoria J. Kincke

  	
   

  	
  Name:

  	
    Paul W. Rishell

  
	
   

  	
   

  	
  Title:

  	
      Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
    /s/ Maureen Uriarte

  	
   

  	
  Dated:

  	
     August 20, 1998

  
	
  Print Name:

  	
    Maureen Uriarte

  	
   

  	
   

  
								



 


3

















 


	
  PREPARED BY AND

  	
   

  	
   

  
	
  RECORD AND RETURN TO:

  	
   

  	
   

  
	
  Eric D. Rapkin, Esq.

  	
   

  	
  RESERVED FOR USE BY CLERK OF

  
	
  Hughes Hubbard & Reed LLP

  	
   

  	
  CIRCUIT COURT

  
	
  201 S. Biscayne Blvd., Suite 2500

  	
   

  	
   

  
	
  Miami, Florida 33131

  	
   

  	
   

  



 


 


MEMORANDUM
OF LEASE


 


THIS MEMORANDUM OF LEASE
is made as of the 21st  day of August,
1998, between FRANK W. GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE (“Landlord”),
whose address is c/o Guilford & Associates, P.A., Suite 300, 2222
Ponce de Leon Boulevard, Coral Gables, Florida 33134, Attention: F.W. Zeke
Guilford, Esq., and INTERVAL INTERNATIONAL, INC., a Florida corporation (“Tenant”),
whose address is 6262 Sunset Drive, Penthouse I, Miami, Florida 33143,
Attention: Mr. Paul W. Rishell, COO.


 


WITNESSETH:


 


1.                                       Landlord is the owner of that certain
real property located on North Kendall Drive at S.W. 99th Avenue, Miami-Dade
County, Florida, as more particularly described in Exhibit A
attached hereto and made a part hereof (the “Land”).


 


2.                                       Landlord and Tenant have entered into a
Lease Agreement of even date herewith (the “Lease”) pertaining to the Land, and
associated buildings and improvements to be constructed thereon in two (2) Phases
(collectively, the “Project”).


 


3.                                       The term of the Lease will commence as
set forth in the Lease and will be for fifteen (15) years after the Commencement
Date for Phase 2, unless earlier terminated in accordance with the terms of the
Lease. The Lease also contains an option for Tenant to renew the term of the
Lease for three (3) terms of sixty (60) months each, subject to the terms
and conditions set forth in the Lease.


 


4.                                       The Lease also contains a right of first
offer for Tenant to purchase the Project, subject to the terms and conditions
set forth in the Lease.


 


5.                                       In accordance with Section 713.10,
Florida Statutes, Landlord and Tenant hereby provide notice that the terms of
the Lease expressly provide that the interest of Landlord in the Project,
including, but not limited to, the Premises, shall not be subject to liens for
improvements made by or on behalf of Tenant.


 


6.                                       This Memorandum does not set forth the
entire Lease, but is intended to give notice thereof. This Memorandum is
subject to all of the covenants, conditions, and terms set forth in the Lease,
which is incorporated herein and made a part hereof by reference, to the same
extent as if all of the covenants, conditions, and terms thereof were set forth
in full herein. If any conflict exists between the provisions of this
Memorandum and the provisions of the Lease, the provisions of the Lease shall
control.


 

















 


IN
WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of Lease
effective as of the date first above written.


 


 


	
  WITNESSES:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Lidia Gonzalez

  	
   

  	
  /s/ Frank W. Guilford

  
	
  Print Name:

  	
  Lidia Gonzalez

  	
   

  	
  Frank W. Guilford, Jr., Individually and

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   

  
	
  /s/ Diane C. Lopez

  	
   

  	
   

  
	
  Print Name:

  	
    Diane C. Lopez

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERVAL INTERNATIONAL, INC., a Florida

  
	
   

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Victoria J. Kincke

  	
   

  	
  By:

  	
    /s/ Paul W. Rishell

  
	
  Print Name:

  	
    Victoria J. Kincke

  	
   

  	
  Name:

  	
    Paul W. Rishell

  
	
   

  	
   

  	
  Title:

  	
      Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
  /s/ Maureen Uriarte

  	
   

  	
  Dated:

  	
    August 20, 1998

  
	
  Print Name:

  	
    Maureen Uriarte

  	
   

  	
   

  
									



 


	
  STATE OF FLORIDA

  	
  )

  
	
   

  	
  )ss:

  
	
  COUNTY OF DADE

  	
  )

  



 


The
foregoing instrument was acknowledged before me this 21st day of August, 1998,
by FRANK W. GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE, who is personally known
to me or produced as identification.


 


 


	
   

  	
  OFFICIAL NOTARY SEAL

  	
   /s/ Lidia
  Gonzalez

  
	
   

  	
  LIDIA GONZALEZ

  	
   Print Name:

  	
  Lidia Gonzalez

  
	
   

  	
  NOTARY PUBLIC STATE OF FLORIDA

  	
  Notary Public, State of
  Florida

  
	
   

  	
  COMMISSION NO. CC729436

  	
   

  
	
  My commission expires:

  	
  MY COMMISSION EXP. APR. 24, 2002

  	
   

  



 


 


	
  STATE OF FLORIDA

  	
  )

  
	
   

  	
  )ss:

  
	
  COUNTY OF DADE

  	
  )

  



 


The foregoing instrument was acknowledged before me this 20th day of
August, 1998, by Paul W. Rishell, as Chief Operating Officer of INTERVAL
INTERNATIONAL, INC., a Florida corporation, on behalf of the corporation, who
is personally known to me or produced as identification.


 


 


	
   

  	
   

  	
  /s/ Jennifer A. West

  
	
   

  	
   

  	
  Print Name:

  	
  Jennifer A. West 

  
	
   

  	
   

  	
  Notary Public, State of
  Florida

  



 


	
  My commission expires:

  	
   

  	
   

  
	
   

  	
   

  	
  SEAL

  	
  JENNIFER A. WEST

  	
   

  
	
   

  	
   

  	
   

  	
  MY COMMISSION #
  CC 534458

  	
   

  
	
   

  	
   

  	
   

  	
  EXPIRES: March
  14, 2000

  	
   

  
	
   

  	
   

  	
   

  	
  Bonded Thru
  Notary Public Underwriters

  	
   

  



 

















 


	
  PREPARED BY AND

  	
   

  	
   

  
	
  RECORD AND RETURN TO:

  	
   

  	
   

  
	
  Eric D. Rapkin, Esq.

  	
   

  	
  RESERVED FOR USE BY CLERK OF

  
	
  Hughes Hubbard & Reed LLP

  	
   

  	
  CIRCUIT COURT

  
	
  201 S. Biscayne Blvd., Suite 2500

  	
   

  	
   

  
	
  Miami, Florida 33131

  	
   

  	
   

  



 


 


MEMORANDUM
OF LEASE


 


THIS MEMORANDUM OF LEASE
is made as of the 21st day of August, 1998, between FRANK W.
GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE (“Landlord”), whose address is c/o
Guilford & Associates, P.A., Suite 300, 2222 Ponce de Leon
Boulevard, Coral Gables, Florida 33134, Attention: F.W. Zeke Guilford, Esq.,
and INTERVAL INTERNATIONAL, INC., a Florida corporation (“Tenant”), whose address
is 6262 Sunset Drive, Penthouse I, Miami, Florida 33143, Attention: Mr. Paul
W. Rishell, COO.


 


WITNESSETH:


 


1.                                       Landlord is the owner of that certain
real property located on North Kendall Drive at S.W. 99th Avenue, Miami-Dade
County, Florida, as more particularly described in Exhibit A attached
hereto and made a part hereof (the “Land”).


 


2.                                       Landlord and Tenant have entered into a
Lease Agreement of even date herewith (the “Lease”) pertaining to the Land, and
associated buildings and improvements to be constructed thereon in two (2) Phases
(collectively, the “Project”).


 


3.                                       The term of the Lease will commence as
set forth in the Lease and will be for fifteen (15) years after the
Commencement Date for Phase 2, unless earlier terminated in accordance with the
terms of the Lease. The Lease also contains an option for Tenant to renew the
term of the Lease for three (3) terms of sixty (60) months each, subject
to the terms and conditions set forth in the Lease.


 


4.                                       The Lease also contains a right of first offer
for Tenant to purchase the Project, subject to the terms and conditions set
forth in the Lease.


 


5.                                       In accordance with Section 713.10,
Florida Statutes, Landlord and Tenant hereby provide notice that the terms of
the Lease expressly provide that the interest of Landlord in the Project,
including, but not limited to, the Premises, shall not be subject to liens for
improvements made by or on behalf of Tenant.


 


6.                                       This Memorandum does not set forth the
entire Lease, but is intended to give notice thereof. This Memorandum is
subject to all of the covenants, conditions, and terms set forth in the Lease,
which is incorporated herein and made a part hereof by reference, to the same extent
as if all of the covenants, conditions, and terms thereof were set forth in
full herein. If any conflict exists between the provisions of this Memorandum
and the provisions of the Lease, the provisions of the Lease shall control.


 

















 


IN WITNESS WHEREOF,
Landlord and Tenant have executed this Memorandum of Lease effective as of the
date first above written.


 


	
  WITNESSES:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Lidia Gonzalez

  	
   

  	
  /s/ Frank W. Guilford, JR

  
	
  Print Name:

  	
    Lidia Gonzalez

  	
   

  	
  Frank W. Guilford, Jr., Individually and

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   

  
	
  /s/ Diane C. Lopez

  	
   

  	
   

  
	
  Print Name:

  	
    Diane C. Lopez

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERVAL INTERNATIONAL, INC., a Florida

  
	
   

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Victoria J. Kincke

  	
   

  	
  By:

  	
    /s/ Paul W. Rishell

  
	
  Print Name:

  	
    Victoria J. Kincke

  	
   

  	
  Name:

  	
   

  	
  Paul W. Rishell

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Maureen Uriarte

  	
   

  	
  Dated:

  	
   

  	
  August 20, 1998

  
	
  Print Name:

  	
    Maureen Uriarte

  	
   

  	
   

  
											



 


 


	
  STATE OF FLORIDA

  	
  )

  
	
   

  	
  )ss:

  
	
  COUNTY OF DADE

  	
  )

  



 


The
foregoing instrument was acknowledged before me this 21st day of August, 1998,
by FRANK W. GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE, who is personally known
to me or produced as identification.


 


	
   

  	
  OFFICIAL NOTARY SEAL

  	
  /s/ Lidia A Gonzalez

  
	
   

  	
  LIDIA GONZALEZ

  	
  Print Name:  

  	
  Lidia A Gonzalez

  
	
   

  	
  NOTARY PUBLIC STATE OF FLORIDA

  	
  Notary Public, State of
  Florida

  
	
   

  	
  COMMISSION NO. CC729436

  	
   

  
	
  My commission expires:

  	
  MY COMMISSION EXP. APR. 24, 2002

  	
   

  



 


 


	
  STATE OF FLORIDA

  	
  )

  
	
   

  	
  )ss:

  
	
  COUNTY OF DADE

  	
  )

  



 


The foregoing instrument was acknowledged before me this 20th day of August,
1998, by Paul W. Rishell, as Chief Operating Officer of INTERVAL INTERNATIONAL,
INC., a Florida corporation, on behalf of the corporation, who is personally
known to me or produced as identification.


 


	
   

  	
   

  	
  /s/ Jennifer A. West

  
	
   

  	
   

  	
  Print Name:

  	
  Jennifer A. West 

  
	
   

  	
   

  	
  Notary Public, State of
  Florida

  
	
  My commission expires:

  	
   

  	
   

  



 


	
   

  	
   

  	
  SEAL

  	
  JENNIFER A. WEST

  	
   

  
	
   

  	
   

  	
   

  	
  MY COMMISSION # CC
  534458

  	
   

  
	
   

  	
   

  	
   

  	
  EXPIRES: March 14, 2000

  	
   

  
	
   

  	
   

  	
   

  	
  Bonded Thru Notary
  Public Underwriters

  	
   

  



 

















 


FIRST
AMENDMENT TO LEASE


 


This First Amendment
modifies that certain Lease by and between Frank W. Guilford Jr. Individually,
and as Trustee, as Landlord, and Interval International, Inc., a Florida
Corporation, as Tenant, executed by Landlord on August 21, 1998 and Tenant
on August 20, 1998.


 


The Lease as identified
therein shall be amended as follows:


 


1.     The name of the Landlord shall be changed from: Frank
W. Guilford Jr. Individually, and as Trustee to: Guilford Development Group,
LLC, a Florida Limited Liability Company.


 


2.     Exhibit B to the Lease shall be amended to
include the following described property (commonly referred to as the “Humphries
Property”) as part of the legal description of the land on which the Premises
sit: W 1⁄2 of E 1⁄2 of SW 1⁄4 of SW 1⁄4 of SE 1⁄4 less the South 340 Ft and less the
North 195 Ft Section 32, Township 54 South, Range 40 East, of Miami- Dade
County, Florida.  Landlord and Tenant
each acknowledge that said property had heretofore been made available to
Tenant as Additional Parking Spaces with a concurrent adjustment to the Rent
and Tenant has heretofore used and occupied said property and paid parking
rental fees associated therewith. 
Consequently, the Parties agree that no adjustment to the Rent shall be
warranted based on the inclusion of this property within the legal description
of the land on which the Premises sit.


 


1

















 


In the event a conflict
arises between the provisions of this First Amendment to Lease and any other
part of the Lease, this First Amendment shall modify and supersede such other
part of the Lease to the extent necessary to eliminate any such conflict but no
further. All terms which are defined in the Lease shall have the same meaning
when used herein.


 


	
  /s/ Victoria J. Kincke

  	
   

  	
  Tenant:

  
	
  Witness:

  	
   

  	
  Interval International
  Inc., a Florida Corporation

  
	
  /s/ Jennifer A. West

  	
   

  	
   

  
	
  Witness:

  	
   

  	
  By:

  	
  /s/ Jeanette E. Marbert

  
	
   

  	
   

  	
  Name:

  	
  Jeanette E. Marbert

  
	
   

  	
   

  	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  	
  Date:

  	
  November 29, 2006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Landlord:

  
	
   

  	
   

  	
   

  
	
  /s/ Lidia Gonzalez

  	
   

  	
  /s/ Frank W. Guilford

  
	
  Witness:

  	
   

  	
  Frank W.
  Guilford, Jr., Individually and as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
  Date:

  	
   

  
						



 


State of Florida                 ) SS:


County of Miami -
Dade  )


 


This foregoing instrument
was acknowledged before me on this 29th day of November,  2006 by Jeanette E. Marbert as Chief
Operating Officer of Interval International Inc., a Florida corporation, on
behalf of the Tenant has taken an oath and:


 


x is personally known to me.


o has produced a
                                                          
as identification.


 


	
  /s/ Kathleen D. Lee

  	
   

  	
  KATHLEEN D LEE

  	
   

  
	
  Print Name:

  	
  KATHLEEN D. LEE

  	
   

  	
  SEAL

  	
  Notary Public -
  State of Florida

  	
   

  
	
  NOTARY PUBLIC – State
  of Florida

  	
   

  	
  My Commission
  Expires Dec 22, 2007

  	
   

  
	
   

  	
   

  	
  Commission #
  DD276930

  	
   

  
	
   

  	
   

  	
  Bonded by
  National Notary Assn.,

  	
   

  
						



 


2

















 


State of Florida                ) SS:


County of Miami-
Dade  )


 


This foregoing instrument
was acknowledged before me on this 12th day of December, 2006 by Frank W.
Guilford Jr who has taken an oath and:


 


x is personally known to me.


o has produced a
                                                             
as identification.


 


 


	
  /s/ Lidia Gonzalez

  	
   

  
	
  Print Name: Lidia
  Gonzalez

  
	
  NOTARY PUBLIC – State
  of Florida

  



 


	
   

  	
   

  	
   

  
	
   

  	
  

  	
  LIDIA GONZALEZ

  	
   

  
	
   

  	
  MY COMMISSION #
  DD 520144

  	
   

  
	
   

  	
  EXPIRES: May 1,
  2010

  	
   

  
	
   

  	
  Bonded Thru
  Budget Notary Services

  	
   

  



 


3