LEASE AGREEMENT

Exhibit 10.01

LEASE AGREEMENT

          THIS LEASE AGREEMENT (the “Lease”) is made as of the 10 ^th day of November, 2006 (the “Effective Date”), by and between BOCA 54 NORTH LLC, a Delaware limited liability company (the “Landlord”), and OFFICE DEPOT, INC., a Delaware corporation (the “Tenant”).

WITNESSETH:

1. GRANT; TERM .

     1.1 PROPERTY AND PREMISES; LANDLORD’S TITLE . In consideration of the mutual undertakings of the parties set forth in this Lease and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, subject to the terms and conditions of this Lease, for the term and at the rent hereinafter stated, the premises consisting of three (3), five (5) story office buildings containing approximately 208,000 Rentable Square Feet each (each, a “Building” and collectively, the “Buildings”), together with various special purpose facilities (such as an employee cafeteria and an auditorium but only if reflected in the final approved Base Building Plans, as hereinafter defined), together with the Base Building Systems (as hereinafter defined), grading, drainage, site work, parking and landscaped areas, restrooms, lobbies, equipment rooms, atriums, Building connectors, and related improvements to the foregoing, (collectively, the “Site Improvements”), which Buildings and Site Improvements consist of approximately 624,000 total Square Feet (which square footage of the Buildings is subject to adjustment as provided in the Construction Addendum (as hereinafter defined), and which is for information purposes only, and not to be used for calculation of Base Rent, all to be constructed by Landlord in accordance with the terms of the “Construction Addendum for Base Building,” “Shell Improvements” and “Leasehold Improvements” attached hereto and made a part hereof as Exhibit “A” (the “Construction Addendum”), on the real property consisting of approximately 28.75 acres located at the southeast corner of Military Trail and Clint Moore Road, Boca Raton, Florida, and legally described on Exhibit “B,” attached hereto and made a part hereof (the “Property”); together with the non-exclusive right to utilize the appurtenances, rights, privileges, and easements specifically pertaining thereto including without limitation those established pursuant to the Declaration, as hereinafter defined (collectively, the “Appurtenances”) (the Buildings, the Site Improvements, the Appurtenances, and the Property shall be collectively referred to herein as the “Premises”). The Premises are located in a multiple building, business and/or office park known as Arvida Park of Commerce (the “Park”).

     The terms “Gross Building Area,” “Rentable Square Feet” and “Rentable Square Foot,” and “Useable Square Feet” and “Useable Square Foot,” shall have the general and customary meaning given thereto in accordance with the “American National Standard” method of measuring floor area in single-tenant office buildings as promulgated by the Building Owners and Managers Association International (ANSI/BOMA Z65.1-1996), and, subject to the terms of the Construction Addendum, shall be determined by a certification signed by the Base Building

Architect (as defined in the Construction Addendum) upon Substantial Completion (as defined in the Construction Addendum). The calculation of area of the Premises is for information purposes only, and not to be used for calculation of Base Rent.

     Landlord represents and warrants that Landlord (i) has entered into a contract for the purchase of the Golf Course Parcel (as hereinafter defined), and (ii) is the fee owner of the remainder of the Premises, that it has good and marketable fee simple title thereto, and that same are free and clear of all leases, tenancies, agreements, encumbrances, liens or defects in title other than the title exceptions identified in Exhibit “F” hereto (the “Permitted Exceptions”). Landlord agrees that it will furnish to Tenant, without cost, a leasehold title insurance commitment issued by Chicago Title Insurance Company evidencing that Landlord’s title is in accordance with the foregoing, together with a copy of each requirement and exception shown therein, and a copy of Landlord’s existing survey (if Landlord updates its survey, Landlord will provide a copy of the update to Tenant, and Landlord will cause the updated survey to be certified to Tenant and a title insurance company and agent therefor as requested by Tenant). Tenant shall pay the premium and all other costs incurred in connection with the title insurance policy issued pursuant to such commitment, provided, however, that Tenant shall have the right to take advantage of any “simultaneous issue” rate which may be available in connection with the issuance of any title policies being issued to Landlord’s construction lender and to Landlord (provided that Tenant acknowledges that a simultaneous issue policy for Tenant’s leasehold cannot be issued for a de minimus amount). Landlord shall provide (x) an affidavit reasonably requested by the Tenant’s title company covering (i) Landlord’s possession of the Property, and (ii) the absence of unrecorded easements affecting the Property, and (iii) the absence of construction liens affecting the Property (other than relating to a Notice of Commencement recorded subsequent to Tenant’s Memorandum of Lease and Landlord’s construction financing, if any), and (y) documentation reasonably requested by the Tenant’s title company regarding Landlord’s formation and authority.

     1.2 NO COMMON AREAS . There are no common areas being shared with other occupants on the Premises, it being acknowledged and agreed that, subject to Tenant’s non-exclusive rights to the Appurtenances, Tenant has the exclusive right to use, occupy, and enjoy the Premises during the Term and any renewal or extension thereof. However, the square footage of such areas such as atriums and Building connectors are included in the determination of Rentable Square Feet for purposes of this Lease as specifically provided in this Lease.

     1.3 LEASE TERM . The term of this Lease (the “Term”) shall commence on the date that Landlord achieves Substantial Completion of the Base Building Work and Substantial Completion of the Leasehold Improvement Work (as such terms are defined in the Construction Addendum) (the “Term Commencement Date”), and shall continue for a period of one hundred eighty (180) calendar months following the Base Rent Commencement Date (as hereinafter defined), plus any partial days in the month in which the Base Rent Commencement Date falls (if not on the first of the month), so that the expiration date of the Term will be the last day of a month. Notwithstanding the foregoing, Tenant shall have no right to possession of the Premises until Tenant has provided Landlord with a certificate of insurance evidencing the insurance coverages that Tenant is obligated to maintain pursuant to this Lease. Landlord and Tenant shall execute a Memorandum of Lease Commencement substantially in form and substance as Exhibit “C,” attached hereto and made a part hereof establishing the Term Commencement Date

and the Base Rent Commencement Date as soon as such dates have been determined in accordance with this Lease. The period of time from the first (1st) day of the first (1st) full month after the month in which the Term Commencement Date occurs (or the Term Commencement Date itself, if it occurs on the first day of the month) to the last day of the twelfth (12th) calendar month thereafter, and each successive twelve (12) month period thereafter, is referred to herein as a “Lease Year.”

2. RENT AND OTHER CHARGES .

     2.1 BASE RENT . For purposes of this Lease, the “Base Rent Commencement Date” shall mean the later of (a) forty-five (45) days following Substantial Completion of the Leasehold Improvement Work for the North Building (as defined in the Construction Addendum), and (b) November 1, 2008; provided that Substantial Completion of the Leasehold Improvement Work has been achieved. Commencing on the Base Rent Commencement Date, Tenant hereby covenants and agrees to pay “Base Rent” in accordance with the Base Rent schedule set forth in Exhibit “D,” attached hereto and made a part hereof. Base Rent shall be paid without demand, set off or deduction, except as otherwise expressly set forth in this Lease, to Landlord at the address set forth in this Lease or such other address as Landlord directs in writing, and shall be paid in advance in equal monthly installments on the first day of each month in lawful United States currency, together with any and all rental, sales or use taxes levied by any governmental body having authority upon the use or occupancy of the Premises and any rent or other charges payable hereunder. If the Base Rent Commencement Date should be a date other than the first day of a calendar month, the monthly rental applicable to the first full calendar month will also apply to the initial partial calendar month and will be prorated to the end of the partial calendar month. As provided in, and subject to the terms of, the Construction Addendum, if any Tenant Delay delays Substantial Completion of the Leasehold Improvement Work, then Substantial Completion of the Leasehold Improvement Work shall be deemed to be the date that Substantial Completion of the Leasehold Improvement Work would have been achieved, but for such Tenant Delay, as reasonably determined by Landlord.

     2.2 LATE CHARGES . If any Base Rent or other payment due under this Lease is not received by Landlord within ten (10) days after written notice to Tenant of its failure to make such payment (provided, however that Landlord shall not be obligated to provide such written notice to Tenant more than two (2) times in any twelve (12) month period), Tenant shall pay, in addition to such payment a late charge equal to five (5%) percent of the payment which is past due. If any payment due from Tenant shall remain overdue for more than thirty (30) days after written notice to Tenant of its failure to make such payment (provided, however that Landlord shall not be obligated to provide such written notice to Tenant more than two (2) times in any twelve (12) month period), interest shall accrue daily on the past due amount from the date such amount was due until paid or judgment is entered at a rate equivalent to the lesser of (a) the then “prime rate” as published in The Wall Street Journal plus five (5%) percent per annum or (b) the highest rate permitted by law (not to exceed 18% per annum) (such rate being herein called the “Default Interest Rate”). Interest on the past due amount shall be in addition to and not in lieu of the late charge or any other remedy available to Landlord. The foregoing shall not be deemed to be a waiver of any statutory notice requirements imposed upon Landlord in order to commence any eviction proceedings under Florida Statutes.

     2.3 ADDITIONAL RENT . All charges payable by Tenant to Landlord under the terms of this Lease other than Base Rent shall be deemed to be “Additional Rent” hereunder. Unless this Lease provides otherwise, all Additional Rent shall be paid with the next monthly installment of Base Rent together with all applicable sales or use taxes. The term “Rent” shall mean Base Rent and Additional Rent.

     2.4 TAXES .

     2.4.1 Personal Property Taxes . Commencing upon the Base Rent Commencement Date, Tenant shall pay, as and when due, all taxes attributable to the personal property, trade fixtures, business, occupancy, or sales of Tenant or any other occupant of the Premises and to the use thereof by Tenant or such other occupant.

     2.4.2 Real Estate Taxes . Commencing upon the Base Rent Commencement Date, Tenant shall pay, as and when due, all real estate taxes, personal property taxes and other ad valorem and non ad valorem taxes, and any other levies, charges, local improvement rates, impositions and assessments whatsoever assessed or charged against the Premises, the equipment and improvements therein contained, and including any amounts assessed or charged in substitution for or in lieu of any such taxes (collectively, “Real Estate Taxes”), levied or assessed against the Premises by any lawful authority for each calendar year or portion thereof during the period between the Base Rent Commencement Date and the expiration of the Term. Landlord shall request the tax assessor to send all bill(s) and any trim notice (i.e., notice of the assessed value of the Property of which the Premises is a part) for Real Estate Taxes directly to Tenant and Tenant agrees to be responsible to pay the Real Estate Taxes directly to the taxing authorities prior to any delinquency. If any Real Estate Taxes may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Real Estate Taxes), Tenant shall be required to pay only such installments as shall become due during the Term of this Lease. In the event that the tax bill(s) and/or trim notice are not sent by the taxing authorities directly to Tenant, Landlord shall provide Tenant with all such tax bill(s) and/or trim notice promptly upon Landlord’s receipt thereof. Any rebates, refunds, or abatements of Real Estate Taxes received by Landlord subsequent to payment of Real Estate Taxes by Tenant shall be refunded to Tenant within thirty (30) days of receipt thereof by Landlord ((less, if Landlord contested such Real Estate Taxes at Tenant’s request, Landlord’s reasonable costs and expenses of procuring such rebate, refund, or abatement). Tenant shall provide Landlord with paid tax receipts or, if not available, other proof of payment reasonably acceptable to Landlord, on or before ten (10) business days before the date that the Real Estate Taxes would be deemed to be delinquent (i.e., the date that penalties would start to accrue). If Tenant does not pay Real Estate Taxes and provide proof of payment by the aforesaid date, Landlord, upon two (2) business days’ written notice, shall have the right to pay the Real Estate Taxes and Tenant shall reimburse Landlord within thirty (30) days of receipt of demand for payment by Landlord, with interest at the Default Interest Rate. Said Real Estate Taxes are to be prorated for any partial Lease Year occurring at the beginning or end of the Term during the period in which the taxing authority assesses Real Estate Taxes.

     2.4.3 Contesting Taxes . If Tenant desires, as determined by Tenant in its reasonable business judgment, to contest the validity or amount of any tax, assessment, levy, or other governmental charge agreed to in this Lease to be paid by Tenant, Tenant shall be permitted to

do so, upon posting of adequate security or the payment of amounts, all as may be required by Applicable Laws (as defined in Section 3.2 hereof), to prevent loss of title to the Premises or the imposition of penalties on Landlord or the Premises and after giving Landlord prior written notice of Tenant’s intent to contest the taxes for the applicable year. So long as Tenant complies with the foregoing, Landlord shall cooperate with Tenant (at no expense to Landlord) and execute any document which may be reasonably necessary for any such contest proceeding. Nothing herein shall be deemed to limit Landlord’s right (at Landlord’s sole cost and expense) to contest any tax, assessment, levy or government charge imposed against the Premises, which right, with respect to ad valorem real property taxes, shall be exercised by Landlord in its reasonable business judgment after giving Tenant prior written notice of Landlord’s intent to contest the taxes and, further provided, that any contest by Landlord does not unreasonably interfere with any contest by Tenant. The foregoing restriction on Tenant’s ability to contest the validity or amount of any tax, assessment, levy, or other governmental charge agreed to in this Lease to be paid by Tenant shall only be deemed to apply to Real Estate Taxes and shall not be deemed to apply to any personal property taxes, which are payable by Tenant on its personalty in the Premises. Tenant shall be entitled to any refund of any Real Estate Taxes or other charges or penalties or interest thereon which have been paid by Tenant (less, if Landlord contested such taxes at Tenant’s request, Landlord’s reasonable costs and expenses of procuring such refund).

     2.4.4 Receipts . Upon written request of Landlord, during the Term of this Lease, Tenant shall obtain and deliver to Landlord paid receipts for all taxes, assessments, and other items required under this Lease to be paid by Tenant.

     2.4.5 Exclusions . Real Estate Taxes shall not include any franchise, estate, and income taxes imposed upon Landlord.

     2.4.6 Separate Parcel . If the Premises are not currently taxed by the applicable governmental authorities as one or more parcels separate from the other parcel(s) included in Landlord’s tax bills, then Landlord, at its sole cost and expense, shall apply for and diligently follow such procedures as are necessary to have the Premises taxed by the applicable governmental authorities as one or more parcels separate from the other parcel(s) included in Landlord’s tax bills, so that Tenant will be in a position to pay and/or contest Real Estate Taxes on its own, subject to the terms of this Section. When the Premises are taxed or assessed as one or more separate parcels, Landlord shall direct the tax authority to send the tax bills (and any trim notices) for the Premises directly to Tenant’s address during the Term hereof. If the Premises is taxed or assessed together with other land owned by Landlord, then, for any parcel which includes the Premises and other land owned by Landlord: (a) Tenant’s share of Real Estate Taxes shall be determined by multiplying such taxes or assessments in the entire tax bill by a fraction, the numerator of which is the total value of the portion of the Premises included in the tax bill and the denominator of which is the total value of all property included in the tax bill, and Landlord shall provide such determination to Tenant in writing, together with a copy of the applicable tax bill, no later than thirty (30) days prior to the due date of such Real Estate Taxes for the applicable year; and (b) Landlord agrees to give Tenant a copy of any trim notice (i.e., notice of the assessed value of the real property of which the Premises is a part) within ten (10) business days after Landlord’s receipt thereof.

     2.5 ELECTRICITY . Commencing upon Substantial Completion of the Base Building Work (as defined in the Construction Addendum), Tenant shall pay for all costs and fees incurred in connection with the provision and use of electricity at the Premises, including, without limitation, the parking areas therefor, as separately metered in Tenant’s name.

     2.6 OPERATING EXPENSES .

     2.6.1 Tenant’s Responsibility . Subject to the terms of Section 7, commencing upon the Term Commencement Date, Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the maintenance, operation, repair, replacement (regardless of whether such replacement is required under any Applicable Law that was not in effect or not applicable to the Premises on the Term Commencement Date), and administration of the Premises, including, without limitation: (i) maintenance of HVAC, electrical, mechanical, plumbing, fire, life safety and elevator systems serving the Buildings (collectively, the “Building Systems”); (ii) water, sewer, gas, and other utility charges (including electricity charges, as provided above) for the Premises, all of which shall be separately metered in Tenant’s name; (iii) landscaping, tree trimming, and pest control for the Premises, and (iv) window washing, janitorial services (to be provided in the manner that such services are customarily furnished in comparable office buildings in the area), rest room supplies and other maintenance expenses in connection with the Premises (collectively, the “Tenant Operating Expenses”).

     2.6.2 Landlord Operating Expenses . In addition, commencing on the Base Rent Commencement Date, Tenant shall be responsible to reimburse and/or pay Landlord for the following expenses: (i) insurance that Landlord is obligated or permitted to obtain under this Lease and any deductible amount applicable to any claim made by Landlord under such insurance (“Insurance Expenses”), and (ii) the dues and assessments due under the Declaration (as hereinafter defined) with respect to the Premises (“Assessment Expenses”) (collectively, the “Landlord Operating Expenses”).

     2.6.3 Payment of Landlord Operating Expenses . In addition to the payment of Base Rent, commencing on the Base Rent Commencement Date, Tenant shall pay one hundred percent (100%) of the Landlord Operating Expenses to Landlord. On or before March 31 of each calendar year, Landlord shall provide a good faith estimate of Landlord Operating Expenses for that calendar year (the “Estimate Statement”). Tenant shall remit monthly one-twelfth (1/12th) of the amount set forth in the Estimate Statement (the “Estimated Payment”) as Additional Rent together with its payments of Base Rent; provided that Landlord may invoice Tenant retroactively for the months of January through the month of issuance of the Estimate Statement. On or before March 31st of each calendar year, Landlord shall send a statement to Tenant detailing all actual Landlord Operating Expenses for the prior calendar year (the “Landlord Operating Expense Statement”). If the Landlord Operating Expense Statement indicates that the total Estimated Payments made by Tenant during the preceding year exceeded the actual Landlord Operating Expenses for such year, then, at Landlord’s option (except upon the expiration of the Term, whereupon a refund shall automatically be given, if applicable), Tenant shall be given either: (i) a credit against its next due Estimated Payment, or (ii) a refund, in the amount of the difference between the Estimated Payments made in the preceding year and the actual Landlord Operating Expenses for such year (which shall be paid to Tenant within thirty (30) days of issuance of the applicable Landlord Operating Expense Statement or the end

of the Term, whichever occurs sooner). If the Landlord Operating Expense Statement indicates that the actual Landlord Operating Expenses exceeded the Estimated Payments, then Tenant shall remit the difference to Landlord as Additional Rent within thirty (30) days after Tenant’s receipt of the applicable Landlord Operating Expense Statement. Landlord’s failure to provide a statement shall not prejudice Landlord’s right to collect a shortfall or Tenant’s right to receive a credit or refund for over payments. However, if Landlord fails to provide a Landlord Operating Expense Statement (or corrected Landlord Operating Expense Statement if the initial statement was incorrect) within twenty-four (24) months after the end of the year for which Estimated Payments were made, Landlord shall be deemed to have waived its right to collect a shortfall for that year. Any obligation of Landlord or Tenant to remit any overpayment or underpayment pursuant to this Section shall survive the expiration of the Term or earlier termination of this Lease. Each payment of Landlord Operating Expenses shall include applicable sales and use taxes.

     2.6.4 Audit . During the Term or any extension thereof, but not more than one (1) time per year, Tenant shall have the right to cause Landlord’s books and records with respect to Landlord Operating Expenses to be audited by a reputable independent certified public accountant or a reputable lease auditing firm of Tenant’s choosing; provided that: (i) Tenant shall notify Landlord, in writing, that it has elected to perform such audit within one hundred eighty (180) days after Tenant’s receipt of the applicable Landlord Operating Expense Statement for the year to be audited (the “Election Notice”); (ii) such audit shall commence within ninety (90) days after Tenant sends the Election Notice; (iii) such audit shall be completed within sixty (60) days after the same is commenced; and (iv) Tenant shall have a reasonable period of time to object to a Landlord Operating Expense Statement based upon the results of such audit (which shall in no event exceed sixty (60) days after the completion of such audit). Tenant hereby agrees to keep the results of any such audit(s) confidential (except for disclosures required by law) and any agreement that Tenant enters into with an outside accounting firm shall provide that such firm shall also keep such results confidential (except for disclosures required by law). Landlord shall cause such books and records to be made available for such inspection during normal business hours at Landlord’s option at a location selected by Landlord in Palm Beach County, Florida, upon no less than ten (10) business days’ prior written notification by Tenant to Landlord. Such audit shall be done in accordance with generally accepted auditing principles, consistently applied and Tenant shall provide Landlord a complete copy of such audit results at the conclusion thereof. If, at the conclusion of such audit, Tenant’s audit of such expenses for the preceding year indicates that Tenant made an overpayment to Landlord for such preceding year, Landlord shall remit the amount of such overpayment to Tenant within thirty (30) days after receipt of notice from Tenant of the amount of such overpayment; if such audit indicates that Tenant made an underpayment for such preceding year, Tenant shall remit the difference to Landlord as Additional Rent within thirty (30) days of the conclusion of such audit. Should Landlord disagree with the results of Tenant’s audit, Landlord and Tenant shall refer the matter to a mutually acceptable independent certified public accountant, who shall be hired on a non-contingent fee basis and shall work in good faith with Landlord and Tenant to resolve the discrepancy. The fees and costs of such independent accountant to which such dispute is referred shall be borne by the unsuccessful party and shall be shared pro rata to the extent each party is unsuccessful as determined by such independent certified public account, whose decision shall be final and binding. Landlord shall pay the cost of Tenant’s audit if the total amount of Landlord Operating Expenses used for the calculation of pass-throughs for the

year in question exceeded five (5%) percent of the total amount of Landlord Operating Expenses that should properly have been used.

3.  USE OF PROPERTY .

     3.1 PERMITTED USE . Tenant may use the Premises only for the following Permitted Use: general office and business use, which includes, but is not limited to, corporate headquarter facilities and uses ancillary and related thereto, the supporting use of conference and computer facilities, employee kitchen and related non-commercial facilities which provide incidental services to employees only (e.g., day care facilities, gym facilities, convenience store, banking facilities, and dry cleaning service (drop-off and pick-up only, with no on-site dry cleaning), all for employees only) (the “Permitted Use”). Tenant shall not allow smoking of any kind inside the Buildings; it being understood and agreed that each of the Buildings shall be designated as a “non-smoking facility.” In addition, Tenant shall not permit any activity which would exceed the floor and/or elevator load capacity or which would otherwise damage the Building Systems or structural components of a Building. Landlord represents and warrants to Tenant that on the Term Commencement Date of this Lease, the Premises (including, without limitation, the “Golf Course Parcel”, as described in Exhibit “B”) and the Permitted Use thereof by Tenant will not be prohibited by the Certificate of Occupancy issued for the Buildings, and that Landlord will take no action so as to cause Tenant’s Permitted Use of the Premises to violate in any material respect any restrictions imposed upon the Premises by deed, the Declaration (as defined below), or otherwise. These representations and warranties of Landlord shall survive Tenant’s acceptance of the Premises.

     3.2 COMPLIANCE WITH LAWS . During the Term, subject to Tenant’s compliance at all times with the provisions of Section 4.2 hereof, Tenant shall be solely responsible for making any structural modifications to the Premises or alterations to the Building Systems as may be required pursuant to any federal, state or local laws, ordinances, building codes, and rules and regulations of governmental entities or quasi-governmental entities having jurisdiction over the Premises, including but not limited to the Board of Fire Underwriters, the South Florida Water Management District, and the Americans with Disabilities Act (the “ADA”) and all regulations and orders promulgated pursuant to the ADA as currently enacted or modified from time to time or enacted after the Effective Date (collectively, “Applicable Laws”); provided, however, that Landlord warrants that it shall be solely responsible, at Landlord’s sole cost and expense, for promptly making any modifications to the Premises or alterations to the Building Systems or other repairs required as a result of Landlord’s failure to comply with Applicable Laws in connection with Landlord’s obligations under the Construction Addendum as of the date of the Term Commencement Date. In addition, Tenant shall comply with all Applicable Laws relating to its use and occupancy of the Premises, and shall promptly comply with all governmental orders and directives for the correction, prevention, and abatement of nuisances in, upon, or connected with the Premises, all at Tenant’s sole expense. Except as specifically provided in this Lease, Tenant will procure at its own expense all permits and licenses required for the transaction of its business in the Premises. Nothing contained in this Section is deemed to amend or modify Landlord’s warranty of construction as set forth in the Construction Addendum.

          If Tenant fails to perform its obligations under this Section within thirty (30) days after receipt of written notice thereof from Landlord, then in addition to any other rights and

remedies Landlord may have under Section 8.2 hereof, Landlord shall have the right, but not the obligation, to perform the same, whereupon any and all of Landlord’s costs and expenses incurred in connection therewith shall be promptly reimbursed by Tenant within thirty (30) days after written demand by Landlord, together with reasonable written supporting documentation therefor. Notwithstanding the foregoing, if the performance of such obligation by Tenant would reasonably require more than thirty (30) days to complete, Tenant shall have a reasonable time to perform in order to cure such default (subject to extension for Force Majeure) provided Tenant commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion.

     3.3 HAZARDOUS MATERIALS .

     (a) Throughout the Term, Landlord and Tenant will prevent the presence, use, generation, release, discharge, storage, disposal, or transportation of any Hazardous Materials (as herein defined) on, under, in, above, to, or from the Premises by such party or its respective agents, employees, or contractors except that Hazardous Materials may be used in the Premises as necessary for the customary maintenance or customary use of the Premises (and in Tenant’s case, except as are normally used in connection with the Permitted Use) provided that same are used, stored, and disposed of in compliance with any Applicable Laws pertaining to protection of the environment, public health and safety, air emissions, water discharges, hazardous or toxic substances, solid or hazardous wastes or occupational health and safety, and common law pertaining to the foregoing (collectively, the “Environmental Laws”). For purposes of this provision, the term “Hazardous Materials” will mean and refer to any unlawful levels of wastes, materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any Environmental Laws.

     (b) If Tenant’s activities at the Premises or Tenant’s use of the Premises (i) results in a release of Hazardous Materials by Tenant or its agents, employees, or contractors that is not in compliance with Environmental Laws or permits issued thereunder; (ii) gives rise to any claim or requires a response under Environmental Laws or permits issued thereunder; or (iii) causes the presence at the Premises of Hazardous Materials in levels that violate Environmental Laws or permits issued thereunder, then Tenant shall, at its sole cost and expense: (x) immediately provide verbal notice thereof to Landlord as well as notice to Landlord in the manner required by this Lease, which notice shall identify the Hazardous Materials involved and the emergency procedures taken or to be taken; and (y) promptly take all action in response to such situation required by Applicable Laws, provided that Tenant shall first obtain Landlord’s approval of the non-emergency remediation plan to be undertaken (which approval shall not be unreasonably withheld, conditioned, or delayed).

     (c) Tenant shall at all times indemnify and hold harmless Landlord against and from any and all claims, suits, actions, debts, damages, costs, losses, obligations, judgments, charges and expenses (including reasonable attorneys’ fees) of any nature whatsoever suffered or incurred by Landlord to the extent they were caused by the following activities of Tenant on the Premises during the Term of this Lease and arise from events or conditions which came into existence after the Term Commencement Date: (i) any release, threatened release, or disposal of any Hazardous Materials at the Premises by Tenant or its employees, officers, agents, licensees,

invitees, assignees, subtenants, contractors, or subcontractors, or (ii) the violation of any Environmental Laws at the Premises by Tenant or its employees, officers, agents, licensees, invitees, assignees, subtenants, contractors, or subcontractors.

     (d) Tenant acknowledges that it has received and reviewed that certain Phase I and Limited Phase II Environmental Site Assessment of 10 Vacant Arvida Park of Commerce Parcels, dated November 2, 2004 (Revised) and prepared by Camp Dresser & McKee Inc. (the “Environmental Report”). Landlord warrants and represents that, as of the Effective Date, to the actual knowledge of Harry St. Clair and Jose Hevia, and except as otherwise specified in the Environmental Report, no use, storage, treatment, transportation, release, leak, discharge, spill, disposal or emission of Hazardous Materials has occurred in, on or about the Premises (excepting the Golf Course Parcel), and that the Premises (excepting the Golf Course Parcel) are free of Hazardous Materials and in compliance with all Environmental Laws as of the Effective Date, except as otherwise specified in the Environmental Report.

     (e) Tenant acknowledges that it has received and reviewed that certain Phase I Environmental Site Assessment and Phase II ESA of the Golf Course Maintenance Area, dated April 2006 and prepared by Camp Dresser & McKee Inc. in connection with the Golf Course Parcel, together with that certain Proposal for Site Assessment Report, dated June 14, 2006 and prepared by Camp Dresser & McKee Inc. in connection with the Golf Course Parcel (collectively, the “Golf Course Parcel Environmental Report”). Landlord warrants and represents that, as of the Effective Date, except as otherwise specified in the Golf Course Parcel Environmental Report, Harry St. Clair and Jose Hevia have no actual knowledge of (i) any use, storage, treatment, transportation, release, leak, discharge, spill, disposal or emission of Hazardous Materials in, on or about or from the Golf Course Parcel; (ii) the presence of any Hazardous Materials in, on or about or from the Golf Course Parcel, or (iii) the violation of any Environmental Laws in, on or about or from the Golf Course Parcel.

     (f) As necessary to comply with Applicable Laws in connection with Landlord’s obligations under the Construction Addendum as of the date of the Term Commencement Date, Landlord will be responsible, at its expense, to comply with all reporting obligations applicable to the environmental condition of the Premises (including the Golf Course Parcel), and to perform any environmental investigation, remediation or monitoring required to be performed in connection with the Premises (including the Golf Course Parcel). Any investigation, remediation or monitoring required to be undertaken by the Landlord shall be undertaken within the time period required by Environmental Laws and in a manner so as not to unreasonably interfere with Tenant’s use and occupancy of the Premises. Landlord shall indemnify and hold harmless Tenant against and from any and all claims, suits, actions, debts, damages, costs, losses, obligations, judgments, charges, fines, penalties and expenses (including reasonable attorneys’ fees) of any nature whatsoever suffered or incurred by Tenant to the extent resulting from the failure of Landlord to complete any investigation, remediation or monitoring required to bring the Premises into compliance with all applicable Environmental Laws or any permits issued under the Environmental Laws, except, in each case, for any loss or damage actually caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors.

     (g) Landlord shall at all times indemnify and hold harmless Tenant against and from any and all claims, suits, actions, debts, damages, costs, losses, obligations, judgments, charges,

fines, penalties and expenses (including reasonable attorneys’ fees) of any nature whatsoever suffered or incurred by Tenant to the extent they were caused by the following activities of Landlord: (i) any release, threatened release, or disposal of any Hazardous Materials by Landlord or its agents, employees, licensees, assignees, contractors or subcontractors or (ii) the violation of any Environmental Laws or any permits issued under the Environmental Laws by Landlord or its agents, employees, licensees, assignees, contractors or subcontractors, except, in each case, for any loss or damage actually caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors.

     (h) The indemnification provisions of this Section shall survive the expiration of the Term or earlier termination of this Lease.

     3.4 SIGNS . Tenant shall have the exclusive right to place signage on or in any interior or exterior portion of each Building or the Property (which shall include, without limitation, the right to install monument signs on the Property at the entrance(s) of the Premises as may be permitted by Applicable Laws and with the requirements of the Declaration); provided that: (a) Tenant shall comply with all Applicable Laws and with the requirements of the Declaration; and (b) with respect to any exterior signage or any signage within the interior of the Building which is visible from the exterior of the Building, Tenant shall obtain the prior written consent of Landlord, which shall not be unreasonably withheld, delayed, or conditioned; provided, further, however, that so long as Tenant’s signage complies with subparagraph (a), Landlord’s consent is not required for any signage that reflects solely Tenant’s name and/or logo. Any and all such approved signs shall be installed and shall be maintained by Tenant, in good order, condition, and repair, at Tenant’s sole cost and expense, and shall be at all times consistent with Applicable Laws and any sign criteria established pursuant to the Declaration. Tenant shall be responsible to Landlord for the installation, use, or maintenance of said signs and any damage caused thereby. Tenant agrees to remove all of its signs prior to the expiration date or earlier termination of this Lease, and upon such removal to repair all damage incident to such removal, reasonable wear and tear and damage by casualty and condemnation excepted. In connection with Landlord’s approval of signage to the extent required above, Landlord shall respond to a request by Tenant within ten (10) business days after receipt of Tenant’s written request for consent. If Landlord fails to respond to Tenant’s initial written request, then Tenant shall provide Landlord a written reminder notice with respect thereto. If Landlord fails to respond within two (2) business days after receipt of such reminder notice, then Landlord’s consent shall be deemed to be granted.

     3.5 LANDLORD’S ACCESS . Landlord shall be entitled at all reasonable times, after prior reasonable notice to Tenant and subject to Tenant’s reasonable security procedures, to enter the Premises to examine them and to make such repairs, alterations, or improvements thereto as are expressly required under this Lease. Landlord shall exercise its rights under this Section, to the extent possible in the circumstances, in such manner so as to minimize interference with Tenant’s use and enjoyment of the Premises. In addition, Landlord and its agents have the right to enter the Premises at all reasonable times and upon prior written notice to show the Premises to prospective purchasers, lenders, or anyone having a prospective interest in the Premises, and, during the last twelve (12) months of the Term or any renewal thereof, to show them to prospective tenants. Within ten (10) days after Landlord’s written request, Tenant shall provide the name of Tenant’s contact person for Landlord to provide notice to and to coordinate the

showings permitted herein. Landlord will have the right at all times to enter the Premises without advance notice in the event of an emergency affecting the Premises. Tenant shall have the right to have a representative of Tenant accompany Landlord with respect to any entry onto the Premises, and in any event during any entry onto the Premises Landlord shall: (i) comply with Tenant’s reasonable security procedures, including, without limitation, that there may be safes, vaults, and/or certain secured areas within the Premises that may not be accessed by Landlord except in the event of an emergency posing an imminent danger to persons or property, and (ii) minimize any interference with the conduct of Tenant’s business, prevent breaches in security and avoid damages to the Premises or the equipment, fixtures, or personal property of Tenant.

     3.6 QUIET POSSESSION . As long as Tenant is not in default of the terms and conditions of this Lease beyond any applicable cure or grace period, Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the full Term without interruption or interference by Landlord or any person claiming through or under Landlord.

     3.7 COVENANTS AND RESTRICTIONS . Tenant hereby acknowledges and agrees that the Premises, and Tenant’s occupancy thereof, is subject to that certain Declaration of Covenants and Restrictions recorded in Official Records Book 2873, Page 745 of the Public Records of Palm Beach County, Florida (the “Declaration”), as the same has been and may be amended from time to time, provided, however, that Landlord shall not agree to amend the Declaration or record any other restrictions, agreements, or instruments in a manner which would materially and adversely affect Tenant’s use and occupancy of the Premises under this Lease. In connection with Landlord’s construction pursuant to the Construction Addendum, Landlord, at its expense, is responsible to obtain any approvals as may be required pursuant to the Declaration.

     3.8 PARKING . During the Term, Tenant shall have an exclusive right to use all of the parking spaces associated with the Premises. All motor vehicles (including all contents thereof) shall be parked in such spaces at the sole risk of Tenant, its employees, agents, invitees, and licensees, it being expressly agreed and understood that Landlord has no duty to insure any of said motor vehicles (including the contents thereof), and that Landlord is not responsible for the protection and security of such vehicles, or the contents thereof (without limiting the generality of the foregoing, it being understood that this shall not be deemed to relieve Landlord of any liability for any damage actually caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors, except if covered by Tenant’s insurance).

4. LEASEHOLD IMPROVEMENTS AND TENANT ALTERATIONS .

     4.1 LEASEHOLD IMPROVEMENTS . The Leasehold Improvements (as defined in the Construction Addendum) are to be constructed by Landlord pursuant to the terms and provisions of the Construction Addendum. The Leasehold Improvements shall be owned by Tenant and shall become the property of Landlord at the end of the Term (as may be extended) to the extent such Leasehold Improvements then exist.

     4.2 TENANT ALTERATIONS .

     (a) Except for the Leasehold Improvements constructed in accordance with the Construction Addendum, Tenant will not make or allow to be made any: (i) structural alterations in or to the Premises without Tenant first obtaining the written consent of Landlord, which consent may be granted or withheld in the Landlord’s sole and absolute discretion (provided that if Landlord withholds its consent to any alterations required by Applicable Laws, Tenant shall not be deemed to be in breach of its obligations under Section 3.2 hereof); or (ii) any other alterations to the Premises (i.e., other than those listed in clause (i) above), including, without limitation, alterations to the Building Systems, without Tenant first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed (provided, however, that Landlord’s consent shall not be required for interior, nonstructural alterations which do not affect the Building Systems and which cost less than $250,000.00 per Building to perform each alteration project, but Tenant shall notify Landlord of any such interior, nonstructural alterations). For alterations that require Landlord’s consent, Landlord shall have ten (10) business days within which to review any submission by Tenant to Landlord of the plans and specifications therefor. If Landlord fails to respond within such period, then Tenant shall notify Landlord in writing of its failure, and if Landlord fails to respond to Tenant within two (2) business days after Landlord’s receipt of such notice, then Landlord’s consent will be deemed to be granted. All Tenant alterations (structural, and/or Building Systems and/or exterior and/or interior, nonstructural alterations) will be accomplished in a good and workmanlike manner, at Tenant’s sole expense, lien-free, in conformity with all Applicable Laws, and by licensed contractor(s) carrying the insurance required by this Lease (with certificates of insurance delivered to Landlord upon written request during the course of the work; and if request is made for insurance certificates following the end of the work, then such insurance certificates will be delivered to the extent in Tenant’s possession). In addition to the foregoing, with respect to any alterations to be performed by Tenant requiring Landlord’s consent: (x) all such Tenant alterations will be made in accordance with plans and specifications approved in advance by Landlord, such approval of plans and specifications to be granted or deemed granted as aforesaid in this Section; and (y) by a general contractor approved by Landlord in accordance with subsection (b), below; and (z) upon completion of any such work, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts directly between Tenant and such contractor(s), and proof of payment for all labor and materials. Any Tenant alterations to the Premises made by or installed by either party hereto will remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, Landlord, at its option, may require Tenant to remove any additions and/or alterations in order to restore the Premises to the condition existing at the time Landlord completed the Leasehold Improvements (reasonable wear and tear and tear and damage by casualty and condemnation excepted), with all costs of removal, repair, restoration, or alterations to be borne by Tenant, except for Leasehold Improvements (which Tenant shall have no obligation to remove) or if at the time of granting Landlord’s consent to such alterations, Landlord specifically acknowledged in writing that Tenant would not be responsible for removing such alterations. This clause will not apply to moveable equipment, furniture, or moveable trade fixtures owned by Tenant, which shall be removed by Tenant at the end of the Term.

     (b) Without limiting the general requirements as to Tenant’s contractors as set forth in subsection (a), above, with respect to Tenant alterations requiring Landlord’s consent, Landlord shall have the right to approve Tenant’s general contractor, and subcontractors relating to alterations affecting the structure and/or Building Systems, which approval shall not be unreasonably withheld, conditioned, or delayed; provided however that Landlord may disapprove Tenant’s general contractor or applicable subcontractors only if Landlord has reason to believe that such general contractor is not qualified to do the applicable scope of work for the proposed alteration.

     (c) If any alterations are to be performed by a subtenant that is not an Affiliate of Tenant, Landlord reserves the right to require additional reasonable requirements in connection therewith, such as additional information necessary to evaluate proposed contractors.

     4.3 CONSTRUCTION LIENS . Tenant will have no authority or power, express or implied, to create or cause any construction lien or claim of any kind against the Premises or any portion thereof. Tenant will promptly cause any such liens or claims to be released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and will indemnify Landlord against losses arising out of any such claim including, without limitation, legal fees and court costs. NOTICE IS HEREBY GIVEN THAT LANDLORD WILL NOT BE LIABLE FOR ANY LABOR, SERVICES, OR MATERIAL FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO CONSTRUCTION OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES, OR MATERIALS WILL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. TENANT WILL DISCLOSE THE FOREGOING PROVISIONS TO ANY CONTRACTOR ENGAGED BY TENANT PROVIDING LABOR, SERVICES, OR MATERIAL TO THE PREMISES.

5. INSURANCE AND INDEMNITY .

     5.1 TENANT’S INSURANCE . Tenant will throughout the Term (and any other period when Tenant is in possession of the Premises) carry and maintain, at its sole cost and expense, the following types of insurance, which shall provide coverage on an occurrence basis, with respect to the Premises, in the amounts specified and with such reasonable deductibles as would be carried by a prudent tenant of a similar building, having regard to size, age, and location and in the form hereinafter provided for:

     5.1.1 Commercial General Liability Insurance . Commercial general liability insurance covering claims arising from bodily injury and property damage with a minimum limits of $2,000,000.00 per occurrence and $5,000,000.00 general aggregate and insuring against legal liability of the insured with respect to the Premises or arising out of the maintenance, use, or occupancy thereof. The commercial general liability insurance policy shall include coverage of contractual liabilities arising under this Lease pursuant to customary contractual liability endorsements.

     5.1.2 Property Insurance . Special form property insurance on the Leasehold Improvements, all for full replacement cost thereof, adjusted annually.

     5.1.3 Automobile Liability Insurance . If Tenant owns or leases vehicles for use in connection with the Premises, comprehensive automobile liability insurance with limits of not less than $1,000,000.00 per occurrence for bodily injury, $500,000.00 per person and $100,000.00 property damage or a combined single limit of $1,000,000.00 covering vehicles owned or leased by Tenant.

     5.1.4 Excess Liability Insurance . Umbrella liability insurance with a limit of not less than $20,000,000.00 per occurrence.

     5.1.5 Business Interruption Insurance . Business interruption/extra expense coverage in sufficient amounts to cover twelve (12) months of Base Rent.

     5.1.6 Workers’ Compensation and Employees’ Liability Insurance . Workers’ Compensation Insurance covering all employees of Tenant, as required by the laws of the State of Florida and Employers’ Liability coverage subject to a limit of no less than $100,000.00 each employee, $100,000.00 each accident, and $1,000,000.00 policy limit.

     If (a) Tenant fails to take out or to keep in force any insurance referred to in this Section, and (b) Tenant does not commence and continue to diligently cure such default within ten (10) business days after written notice by Landlord to Tenant specifying the nature of such default, then Landlord has the right, without assuming any obligation in connection therewith, to procure such insurance at the sole cost of Tenant, and all outlays by Landlord shall be paid by Tenant to Landlord without prejudice to any other rights or remedies of Landlord under this Lease. Tenant shall not keep or use in the Premises any article which may be customarily prohibited by any fire or casualty insurance policy in force from time to time covering the Premises.

     With respect to the insurance coverages required of Tenant under this Lease, Tenant shall have the right to utilize a “blanket” or “umbrella” policy of insurance, provided that Tenant provides Landlord with satisfactory evidence that (i) Landlord and its managing agent are an additional insured under such blanket or umbrella policy, (ii) such blanket or umbrella policy expressly references the Premises, and (iii) such blanket or umbrella policy contains a guaranteed amount of insurance for the Premises, which guaranteed amount shall equal the amounts of coverage required under this Lease.

     Tenant shall have the right to self insure any or all of its liabilities with respect to the Premises so long as Tenant’s net worth exceeds $150,000,000.00. As used in this Lease, “self insurance” shall mean that Tenant is itself acting as if though it were the insurance company providing the insurance required under the provisions of this Lease, and Tenant shall pay any amounts due in lieu of insurance proceeds which would have been payable if the insurance policies had been carried, which amounts shall be treated as insurance proceeds for all purposes under this Lease.

     5.2 LANDLORD’S INSURANCE . During the Term, Landlord will, at Tenant’s sole cost and expense, carry and maintain the following types of insurance with respect to the Premises in such amount or percentage of replacement value as required below or if not specified then as Landlord or its insurance advisor deems reasonable in relation to the age, location, type of construction and physical conditions of the Building and the availability of such insurance at

reasonable rates: (i) special form property insurance on the Base Building, for full replacement cost thereof, adjusted annually (excluding the Leasehold Improvements and any personal property of Tenant); and (ii) commercial general public liability and property damage insurance with respect to Landlord’s operations in or on the Premises, in at least the same limits and coverages as required of Tenant above. Such insurance shall be in such reasonable amounts and with such reasonable deductibles as would be carried by a prudent owner of a similar building, having regard to size, age, and location (which deductibles shall be approved by Tenant, which approval shall not be unreasonably withheld). Tenant shall be named as an additional insured under Landlord’s liability policies. Landlord shall have the right to self insure any or all of its liabilities with respect to the Premises so long as Landlord’s net worth exceeds $150,000,000.00.

     With respect to the insurance coverages required of Landlord under this Lease, Landlord shall have the right to utilize a “blanket” or “umbrella” policy of insurance, provided that Landlord provides Tenant with satisfactory evidence that (i) Tenant is an additional insured under such blanket or umbrella policy, (ii) such blanket or umbrella policy expressly references the Premises, and (iii) such blanket or umbrella policy contains a guaranteed amount of insurance for the Premises, which guaranteed amount shall equal the amounts of coverage required under this Lease.

     5.3 TENANT’S CONTRACTORS’ INSURANCE . Tenant will cause all contractors performing alterations to carry and maintain the following types of insurance, which shall provide coverage on an occurrence basis, with respect to the Premises, in the amounts specified and with commercially reasonable deductibles and in the form hereinafter provided for:

     5.3.1 Commercial General Liability Insurance . Commercial general liability insurance covering claims arising from bodily injury and property damage with a minimum limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate.

     5.3.2 Automobile Liability Insurance . Comprehensive automobile liability insurance with limits of not less than $1,000,000.00 per occurrence for bodily injury, $500,000.00 per person and $100,000.00 property damage or a combined single limit of $1,000,000.00 covering vehicles owned or leased by the contractor.

     5.3.3 Excess Liability Insurance . Solely as to Tenant’s general contractor in connection with alterations affecting the structure and/or the Building Systems, umbrella liability insurance with a limit of not less than $5,000,000.00 per occurrence.

     5.3.4 Workers’ Compensation and Employees’ Liability Insurance . Workers’ Compensation Insurance covering all employees of the contractor, as required by the laws of the State of Florida and Employers’ Liability coverage subject to a limit of no less than $100,000.00 each employee, $100,000.00 each accident, and $1,000,000.00 policy limit.

     5.4 POLICY FORM . All policies referred to in this Section 5, above shall: (i) be taken out with insurers licensed to do business in Florida having an A.M. Best’s rating of A-, Class 8, or otherwise approved in advance by Landlord (in the case of insurance required to be carried by Tenant or its contractors) or by Tenant (in the case of insurance required to be carried by Landlord), which shall not be unreasonably withheld, delayed, or conditioned; (ii) name

Landlord and Landlord’s property manager (if any) (in the case of insurance required to be carried by Tenant or its contractors) or Tenant (in the case of insurance required to be carried by Landlord) as additional insureds in connection with the general and excess liability policy only plus the property insurance policy as to the Leasehold Improvements; and (iii) be non-contributing. Insurance carried by Tenant and its contractors shall apply only as primary and not as excess to any other insurance available to Landlord or any mortgagee of Landlord, and shall contain an obligation of the insurers to notify the additional insureds by certified mail not less than thirty (30) days prior to any material change, cancellation, or termination of any such policy. Certificates of insurance on Acord Form 25-S (or equivalent form) on or before the Term Commencement Date and thereafter at times of renewal or changes in coverage or insurer shall be delivered to Landlord promptly upon request.

     5.5 RELEASE AND WAIVER OF SUBROGATION RIGHTS . The parties hereto, for themselves and anyone claiming through or under them, hereby release and waive any and all rights of recovery, claim, action, or cause of action, against each other, their respective agents, directors, officers, and employees, for any property loss or property damage that may occur to the Premises or the Buildings, and to all property, whether real, personal or mixed, located in the Premises or the Buildings, by reason of any cause against which the releasing party is actually insured or, regardless of the releasing party’s actual insurance coverage, against which the releasing party is required to be insured pursuant to the provisions of Sections 5.1 or 5.2. This mutual release and waiver shall apply regardless of the cause or origin of the property loss or damage, including negligence of the parties hereto, their respective agents and employees. Each party agrees to provide the other with reasonable evidence of its insurance carrier’s consent to such waiver of subrogation upon request. This Section 5.5 supersedes any provision to the contrary which may be contained in this Lease, including, without limitation, Section 5.6.

     5.6 INDEMNIFICATION OF THE PARTIES .

     (a) Tenant hereby agrees to indemnify, defend, and hold harmless Landlord from and against any and all liability for any loss, injury or damage (excluding consequential damage), which shall include, without limitation, all costs, expenses, court costs, and reasonable attorneys’ fees imposed on Landlord by any person whomsoever that occurs in or at or about the Premises, except to the extent any such loss, injury, or damage is (i) caused by or results from the negligence or willful misconduct of Landlord, its employees, agents, or contractors, or (ii) expressly Landlord’s responsibility pursuant to Section 3.3, above, or (iii) a loss, injury or damage that is included in or covered by Tenant’s indemnification obligations as set forth in Section 3.3(c), above. The commercial liability insurance that Tenant is required to carry pursuant to Section 5.1 of this Lease shall include coverage of the foregoing contractual indemnity, pursuant to customary contractual liability endorsements.

     (b) Landlord hereby agrees to indemnify, defend, and hold harmless Tenant from and against any and all liability for any loss, injury or damage (excluding consequential damage), which shall include, without limitation, all costs, expenses, court costs, and reasonable attorneys’ fees imposed on Tenant by any person whomsoever that occurs in or at or about the Premises, to the extent caused by or resulting from the negligence or willful misconduct of Landlord, its employees, agents, or contractors. The commercial liability insurance that Landlord is required

to carry pursuant to Section 5.2 of this Lease shall include coverage of the foregoing contractual indemnity, pursuant to customary contractual liability endorsements.

     (c) The provisions of this Section shall survive the expiration of the Term or earlier termination of this Lease.

6. DAMAGE AND DESTRUCTION; CONDEMNATION .

     6.1 DESTRUCTION OR DAMAGE TO PREMISES .

     6.1.1 If the Premises are at any time damaged or destroyed in whole or in part by fire, casualty, or other causes and if this Lease is not terminated pursuant to Section 6.1.2, Landlord shall have thirty (30) days (the “Notice Period”) from such damage or destruction to cause the Base Building Architect to determine and inform Tenant of the estimated time for repair and restoration and notify Tenant whether Landlord will restore the Base Building to substantially the condition which existed immediately prior to the occurrence of the casualty to the extent of Landlord’s obligations under the Construction Addendum with respect to the Base Building. If the time estimated to restore does not exceed one (1) year from the end of the Notice Period, Landlord shall complete such repairs to the extent of insurance proceeds (but recognizing that Landlord is obligated to maintain full replacement cost coverage as to the Base Building) within one (1) year from the end of the Notice Period, subject to Excusable Delay (the “Repair Period”). If such repairs have not been completed within the Repair Period to the extent of Landlord’s obligations under the Construction Addendum with respect to the Base Building, and Tenant desires to terminate this Lease as a result thereof, then Tenant must notify Landlord prior to Landlord’s completion of the repairs of Tenant’s intention to terminate this Lease. Landlord shall then have thirty (30) days after Landlord’s receipt of written notice of Tenant’s election to terminate to complete such repairs (as evidenced by a certificate of completion and Landlord otherwise achieving Substantial Completion of the Base Building). If Landlord does complete such repairs prior to the expiration of such thirty (30) day cure period, Tenant shall have no such right to terminate this Lease; provided, however this Lease shall be deemed terminated upon Landlord’s failure to complete such repairs prior to expiration of the thirty (30) day period, whereupon the parties shall have no further obligations under this Lease (except that Tenant shall, within sixty (60) days from the date of termination, remove its personal property). In the event this Lease is not terminated, Tenant shall, upon Substantial Completion of the Base Building by Landlord, promptly and diligently, and at its sole cost and expense, repair and restore the Leasehold Improvements, and any improvements to the Premises made by Tenant, to the condition which existed immediately prior to the occurrence of the casualty to the extent of insurance proceeds (but recognizing that Tenant is obligated to maintain full replacement cost coverage as to the Leasehold Improvements). If, in the reasonable estimation of Base Building Architect as provided above, the Base Building cannot be restored within one (1) year of such damage or destruction and if this Lease is not terminated pursuant to Section 6.1.2, then either Landlord or Tenant may terminate this Lease as of a date specified in such notice, which date shall not be less than thirty (30) nor more than ninety (90) days after the date such notice is given. Until the restoration of the Base Building is complete, there shall be an abatement or reduction of Base Rent in the same proportion that the square footage of the Premises so damaged or destroyed and not reasonably capable of being used and occupied for the Permitted Use, bears to the total square footage of the Premises, unless the damaging event was caused by

the negligence (to the extent sufficient insurance proceeds are not received by Landlord in connection therewith) or willful misconduct of Tenant, its employees, officers, agents, licensees, invitees, assignees, subtenants, contractors or subcontractors, in which event there shall be no such abatement and Tenant shall restore such damage at Tenant’s sole cost and expense.

     6.1.2 If the Premises are destroyed or damaged during the last two (2) years of the Term, then in addition to the determination to be made by the Base Building Architect pursuant to Section 6.1.1, Landlord shall also cause the Base Building Architect to determine and inform Tenant within the Notice Period of the estimated cost of repair. If the estimated cost of repair of the Base Building exceeds ten (10%) percent of the annual Base Rent then remaining to be paid by Tenant for the balance of the Term, Landlord or Tenant may at its option terminate this Lease by giving written notice to the other party of its election to do so within thirty (30) days after receipt of the Base Building Architect’s determination, whereupon the parties shall have no further obligations under this Lease (except that Tenant shall, within sixty (60) days from the date of termination, remove its personal property). If neither party shall so elect to terminate this Lease, the repair of such damage shall be governed by other provisions of this Section. However, if Landlord shall exercise its right of termination pursuant to this Section 6.1.2 and at that time Tenant shall have a remaining Renewal Option pursuant to Rider Number 1 hereto, then Tenant may render Landlord’s notice of termination null, void, and of no further force or effect, provided that Tenant, within twenty (20) days of receipt of the notice, shall exercise such Renewal Option.

     6.2 CONDEMNATION .

     6.2.1 Total or Partial Taking . If (i) the whole of the Premises or such portion thereof which would materially and adversely affect the continued operations of Tenant at the Premises; or (ii) any material portion of the parking area (including, without limitation, any material portion of a parking structure or facility) on the Property (provided Landlord does not make reasonable alternate parking arrangements for Tenant in lieu thereof), in Landlord’s and/or Tenant’s reasonable business judgment, shall be taken by any public authority under the power of eminent domain or sold to public authority under threat or in lieu of such taking, then either party may terminate this Lease and the Term shall cease as of the day possession or title shall be taken by such public authority, whichever is earlier (“Taking Date”), whereupon the Rent shall be paid up to the Taking Date with a refund by Landlord of any Rent paid for any period subsequent to the Taking Date. If less than the whole of the Premises, or less than such portion thereof as will make the Premises unusable as of the Taking Date (as set forth in subsections (i) and (ii) above), is taken, Base Rent and other charges payable to Landlord shall be reduced (x) in proportion to the amount of the Premises taken, if square footage of a Building is taken, or (y) in the proportion that the fair market value of the Premises taken bears to the total fair market value of the Premises prior to the Taking, as equitably determined by Landlord. If this Lease is not terminated, Landlord shall repair any damage to the Premises caused by the taking to the extent necessary to make the Premises reasonably tenantable within the limitations of the available compensation awarded for the taking (exclusive of any amount awarded for land) to the extent of Landlord’s obligations under the Construction Addendum.

     6.2.2 Award . All compensation awarded or paid upon a total or partial taking of the Premises or Buildings including the value of the leasehold estate created hereby shall belong to

and be the property of Landlord without any participation by Tenant; Tenant shall have no claim to any such award based on Tenant’s leasehold interest. However, nothing contained herein shall be construed to preclude Tenant, at its cost, from independently prosecuting any claim directly against the condemning authority in such condemnation proceeding for damage to, or cost of removal of, stock, trade fixtures, furniture, and other personal property belonging to Tenant, Tenant’s moving expenses and other relocation damages, and the unamortized cost of any improvements paid for by Tenant, including the Leasehold Improvements; provided, however, that no such claim shall diminish or otherwise adversely affect Landlord’s award or the award of any mortgagee.

7. MAINTENANCE AND REPAIRS; SERVICES .

     7.1 LANDLORD’S OBLIGATIONS . Landlord at its sole expense shall keep the foundation, roof, floor slabs, exterior walls and ceiling slabs and other structural portions of the Buildings in good order, condition, and repair and the cost of such maintenance and repairs shall not be charged to Tenant as Additional Rent (except for (a) the cost of maintenance and repair of any structural alterations which were requested by Tenant in accordance with Section 4.2 (excluding any “Leasehold Improvements” (as defined in the Construction Addendum) made by or on behalf of Tenant, the maintenance and repair of which shall be performed and paid by Tenant), and (b) general maintenance and repairs to the roof (as opposed to replacement), which may be passed-through to Tenant as Additional Rent). Landlord shall not be obligated to make any repairs under this Section 7.1 until a reasonable time after receipt of a written notice (or, in the event of an emergency, telephonic or other reasonable notice) from Tenant specifying the need for such repairs although Landlord will use all diligent efforts to complete any such repairs within ten (10) business days after such notice. In addition, but subject nevertheless to any applicable waiver of subrogation and except to the extent paid for by insurance, Landlord shall, at Tenant’s expense, repair any damage to the roof, foundation, or structural portions or walls of the Premises and Buildings caused by the negligence or willful misconduct of Tenant or its employees, officers, agents, licensees, invitees, assignees, subtenants, contractors, or subcontractors. Tenant shall pay Landlord a fee equal to five (5%) percent of the cost of such work to compensate Landlord for coordination and supervision of the integration of such work.

     7.2 TENANT’S OBLIGATIONS . Subject to Tenant’s obligation to comply with Section 4.2 hereof and subject to Landlord’s warranty and other obligations set forth in the Construction Addendum, Tenant at its sole cost and expense shall keep the Building Systems, interior walls and ceilings, electric light fixtures, bulbs, tubes and tube casings, doors, finished floors and floor coverings, windows, floor and wall coverings, dock doors, loading ramps, levelers, plumbing fixtures, entrances, sidewalks, corridors, landscaping, parking areas and other facilities from time to time comprising the Premises (as well as Tenant’s furniture, fixtures, equipment, and other personal property in or at the Premises), in good order, condition, and repair as befitting a comparable office building in Boca Raton. With respect to Building Systems other than plumbing and other de minimus services provided directly by Tenant and/or its facility manager, Tenant, at its expense, shall maintain in effect industry-standard maintenance agreements with licensed and insured companies. Landlord shall extend and assign (after the expiration of the Warranty Period (as defined in the Construction Addendum)) to Tenant the benefit from warranties on such items, if any, that have been made by Landlord’s contractors or the manufacturer of such items. To the extent such warranties are not assignable, Landlord shall

upon request of Tenant use reasonable efforts to enforce same for the benefit of Tenant. Landlord shall obtain and assign to Tenant on the Term Commencement Date a manufacturer’s warranty covering the HVAC equipment for at least one (1) year with respect to parts and labor and for at least five (5) years with respect to the compressor units. Tenant acknowledges and agrees that Landlord shall have no obligation to perform any maintenance, repair, replacement, or other structural or non-structural alterations in or to the Buildings or the Premises except as expressly set forth in Section 7.1 and in Sections 3.2, 6, and 11.5. Notwithstanding the foregoing, Landlord shall be responsible for the cost of any damage to the Premises caused by the negligence or willful misconduct of Landlord, its employees, agents, or contractors, but subject nevertheless to any applicable waiver of subrogation and except to the extent paid for by insurance.

     Notwithstanding anything to the contrary contained herein, if Tenant fails to comply with its obligations under this Section 7.2 and such failure continues for a period of thirty (30) days after Tenant’s receipt of written notice from Landlord, then in addition to Landlord’s rights and remedies under Section 8.2 hereof, Landlord shall have the right, but not the obligation, to perform such maintenance, repair, and/or replacement, as may be necessary or required, as determined by Landlord in its sole but reasonable discretion, and Tenant shall reimburse to Landlord the costs and expenses incurred by Landlord in connection therewith within thirty (30) days after written demand by Landlord, together with reasonable supporting documentation therefor. Notwithstanding the foregoing, if the performance of such obligation by Tenant would reasonably require more than thirty (30) days to complete, Tenant shall have a reasonable time to perform in order to cure such default provided Tenant commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion.

     7.3 CONDITION UPON TERMINATION . Upon the termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition as received except for reasonable wear and tear, casualty damage which Tenant is not required to repair, condemnation, Leasehold Improvements and alterations not required to be removed as specifically permitted hereunder, and conditions caused by Landlord’s failure to repair as expressly required hereunder. Tenant shall repair, at Tenant’s expense, any damage to the Premises or Buildings caused by Tenant’s removal of any of Tenant’s personal property, including but not limited to furniture, machinery, equipment and signage. In no event, however, shall Tenant remove any of the following materials or equipment without Landlord’s prior written consent: any power wiring or power panels; lighting or lighting fixtures; millwork and cabinetry; wall coverings; drapes, blinds, or other window coverings; carpets or other floor coverings; base building heaters, air conditioners, or any other heating or air conditioning equipment (not to include supplemental hvac units installed by or for Tenant); fencing or security gates; plumbing fixtures, water fountains; or other similar building operating equipment.

8. DEFAULT AND REMEDIES .

     8.1 DEFAULT BY TENANT . Each of the following will be an “Event of Default” by Tenant under this Lease:

     (a) Failure to pay when due any installment of Rent or any other payment required pursuant to this Lease. Notwithstanding the foregoing, prior to such failure being deemed an

Event of Default, Landlord will provide Tenant with ten (10) days’ written notice and opportunity to cure such failure; provided, however, that in no event shall Landlord be obligated to provide such written notice more than two (2) times in any twelve (12) month period (the foregoing shall not be deemed to be a waiver of any statutory notice requirements imposed upon Landlord in order to commence any eviction proceedings under Florida Statutes);

     (b) The filing by or against Tenant of a petition for bankruptcy or insolvency under any applicable federal or state bankruptcy or insolvency law (unless, in the case of a petition filed against Tenant, such petition is not dismissed within seventy-five (75) days from the filing thereof); an adjudication of bankruptcy or insolvency or an admission that it cannot meet its financial obligations as they become due; or the appointment or a receiver or trustee for all or substantially all of the assets of Tenant;

     (c) A transfer by Tenant in fraud of creditors or an assignment for the benefit of creditors;

     (d) Any act which results in a lien being filed against the Premises and is not discharged as provided in Section 4.3;

     (e) The liquidation, termination, or dissolution of Tenant, or if Tenant is a natural person, the death of Tenant; and;

     (f) Failure to cure a breach of any non-monetary provision of this Lease within thirty (30) days after written notice thereof to Tenant; provided, however, that if such default reasonably requires more than thirty (30) days to cure, Tenant shall have a reasonable time to cure the default provided Tenant commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion.

     8.2 REMEDIES . Upon the occurrence of any Event of Default by Tenant, Landlord shall be entitled to the following remedies to the extent permitted by Applicable Laws:

     (a) Landlord may terminate this Lease and dispossess Tenant;

     (b) Landlord may, without terminating or canceling this Lease, declare all Rent to be paid pursuant to this Lease for the remainder of the Term to be immediately due and payable, provided, however, that Landlord shall only have the right to accelerate the Rent due under this Lease if Tenant has failed to make at least two (2) month’s consecutive Base Rent payments and Tenant fails to bring its account payment status current on or before the due date of its next Base Rent payment, and Landlord may only collect from Tenant an amount of accelerated Rent equal to the amount of Rent due for the lesser of: (i) the remainder of the Term; or (ii) a period of four (4) years following the date which Landlord makes its claim for accelerated Rent (it being understood that, if, following such four (4) year period (provided the Term has not so expired), Landlord shall have the continuing right to so accelerate for the foregoing time period(s) until the Term has so expired). Any claim by Landlord for accelerated Rent shall be in addition to, not in substitution for, any other claim for Rent which has accrued as of the date Landlord makes the claim for accelerated Rent and shall be discounted to present value as of the time of such acceleration on the basis of a four (4%) percent per annum discount from the respective dates that such amount should have been paid hereunder. Upon Landlord’s acceleration of the Rent as

provided herein, and if Landlord shall have repossessed the Premises for the account of Tenant, Landlord shall thereafter use reasonable efforts to mitigate Landlord’s damages hereunder with respect to the Premises. Notwithstanding anything contained herein to the contrary, in the event that Landlord re-lets the Premises for the remainder of the Term, then Landlord’s damages shall be deemed to be the difference between the rent payable under the new lease for the remainder of the Term (after the deduction of all reletting expenses, including, without limitation, brokerage fees, free rental periods, attorneys’ and paralegals’ fees, build-out allowances, and all other reasonable costs of reletting) and the entire accelerated Rent due for the remainder of the Term, discounted to present value as provided above, which amount shall be immediately due and payable by Tenant as and for liquidated damages hereunder, whereupon, after the payment by Tenant to Landlord of such amount and all other amounts due under this Lease, then Tenant shall thereafter be released of all liability hereunder;

     (c) Landlord may elect to repossess the Premises and to relet the Premises for Tenant’s account, holding Tenant liable in damages for all expenses incurred in any such reletting and for any difference between the amount of Rent received from such reletting and the amount due and payable under the terms of this Lease; and

     (d) Landlord may enter the Premises and take any actions required of Tenant under the terms of this Lease, and Tenant shall reimburse Landlord on demand for any reasonable expenses that Landlord may incur in effecting compliance with Tenant’s obligations under this Lease, and Landlord shall not be liable for any damages resulting to Tenant from such action, so long as Landlord acts reasonably.

     The above remedies shall be cumulative and shall not preclude Landlord from pursuing any other remedies permitted by law or in equity. Landlord’s election not to enforce one or more of the remedies upon an Event of Default shall not constitute a waiver.

     8.3 COSTS .

     (a) Tenant shall pay to Landlord on demand all reasonable costs incurred by Landlord, including reasonable attorneys’ fees and costs (whether or not suit is actually brought or whether incurred in preparation for or at trial, on appeal, or in bankruptcy), incurred by Landlord in enforcing any of the obligations of Tenant under this Lease. In addition, upon any Event of Default by Tenant, Tenant shall also be liable to Landlord for the expenses to which Landlord may be put in re-entering the Premises, reletting the Premises, and putting the Premises into the condition necessary for such reletting (including reasonable attorneys’ fees and disbursements, marshall’s fees, and brokerage fees, in so doing), and any other expenses reasonably incurred by Landlord.

     (b) Landlord shall pay to Tenant on demand all reasonable costs incurred by Tenant, including reasonable attorneys’ fees and costs (whether or not suit is actually brought or whether incurred in preparation for or at trial, on appeal, or in bankruptcy), incurred by Tenant in enforcing any of the obligations of Landlord under this Lease.

     (c) Notwithstanding the foregoing or anything to the contrary contained in this Lease, in the event of any litigation between Landlord and Tenant arising out of this Lease or Tenant’s

use and occupancy of the Premises, the prevailing party shall be entitled to recover its costs and expenses incurred in such litigation, including reasonable attorneys’ fees (whether or not suit is actually brought or whether incurred in preparation for or at trial, on appeal, or in bankruptcy).

     8.4 WAIVER . No delay or omission by Landlord or Tenant in exercising a right or remedy shall exhaust or impair the same or constitute a waiver of, or acquiescence to, a default.

     8.5 DEFAULT BY LANDLORD . In the event of any default by Landlord, Tenant shall have all remedies available at law or in equity, but prior to any exercise of any remedy, 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 such default; provided, however, that if such default reasonably requires more than thirty (30) days to cure, Landlord shall have a reasonable time to cure the default provided Landlord commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion. Unless and until Landlord fails to cure such default in accordance with the foregoing sentence, Tenant shall not have any remedy or cause of action by reason thereof. Notwithstanding anything contained herein to the contrary, Tenant’s remedies hereunder shall not include termination unless Landlord’s default (after the expiration of the foregoing notice and cure period) results in a construction eviction pursuant to and in accordance with the requirements of Florida law.

     In addition, if there is an interruption in an essential Building service (such as elevators, electricity, or HVAC), and such interruption (i) is caused by the negligence or willful misconduct of Landlord, its agents, employees, or contractors, and (ii) renders all or any portion of the Premises untenantable, and (iii) continues for a period of seven (7) consecutive days after Landlord’s receipt of written notice from Tenant, then so long as the correction of the problem is within Landlord’s reasonable control, Tenant shall be entitled to an abatement of Base Rent for each day that the Premises are untenantable with respect to the portion of the Premises that is untenantable (provided, however that so long as one (1) passenger or freight elevator servicing each Building is in working condition, then the Premises shall not be deemed to be untenantable as regarding access in connection herewith).

     8.6 NO PERSONAL LIABILITY OF LANDLORD . Notwithstanding any provision of this Lease, Landlord shall not at any time have any personal liability under 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 Premises, and in no event shall any deficiency judgment be sought or obtained against Landlord. Notwithstanding the foregoing, if Tenant has received a final, non-appealable judgment for damages against Landlord as a result of an uncured default by Landlord under this Lease, and, despite Tenant’s use of all reasonable efforts to levy against Landlord’s interest in the Premises, such judgment has nonetheless not been satisfied within sixty (60) days after the date that the judgment became final and non-appealable, then Tenant shall have the right to deduct the unpaid amount of such judgment against the Base Rent to become due under this Lease (plus interest as set forth in the judgment), until fully credited.

     8.7 TENANT’S RIGHT TO CURE . Notwithstanding anything to the contrary contained in this Section, if Landlord is in default of the terms and conditions of this Lease

(including a breach of a representation) beyond any applicable cure or grace period (except that, in the event of a bona fide emergency, Tenant is only required to give Landlord reasonable notice under the circumstances), Tenant may cure such default and thereafter Landlord shall reimburse Tenant for all reasonable costs and expenses incurred by Tenant which shall be payable as a cash payment within thirty (30) days after written demand by Tenant. If Landlord fails to pay such costs and expenses within such thirty (30) day period, Tenant may send a reminder notice to Landlord, and if Landlord fails to pay within five (5) business days after receipt of the reminder notice, then Tenant may deduct such costs and expenses from the installment(s) of Base Rent next coming due (plus interest at the Default Interest Rate), until fully credited.

     8.8 CONSEQUENTIAL DAMAGES . Under no circumstances will either party to this Lease be entitled to seek or recover special, indirect, consequential, or punitive damages, or lost profits, on account of default or breach hereunder.

9. PROTECTION OF LENDERS .

     9.1 SUBORDINATION AND ATTORNMENT . Provided that the holder of any mortgage encumbering the Premises or any ground or underlying lease delivers to Tenant a Subordination, Non-Disturbance, and Attornment Agreement (“SNDA”) as described below, this Lease shall be subject and subordinate at all times to the terms of such ground or underlying lease which now exists or may hereafter be executed affecting the Premises under which Landlord shall claim, and to the liens of such mortgage in any amount or amounts whatsoever now or hereafter existing encumbering the Premises, and to all modifications, renewals, and replacements thereto. If Landlord’s interest in the Premises is acquired by any ground lessor, mortgagee, or purchaser at a foreclosure sale or transfer in lieu thereof, Tenant shall attorn to the transferee of or successor to Landlord’s interest in the Premises and recognize such transferee or successor as Landlord under this Lease in accordance with the applicable SNDA. Notwithstanding the foregoing, any mortgagee under any mortgage shall have the right at any time to subordinate any such mortgage to this Lease on such terms and subject to such conditions as the mortgagee in its discretion may consider appropriate.

     Landlord represents and warrants to Tenant that, as of the Effective Date of this Lease, no mortgages or ground leases encumber Landlord’s title to the Property.

     Any subordination of this Lease to a mortgage or any ground lease shall be conditioned on Tenant obtaining a SNDA from each and every mortgagee and ground lessor, such SNDA to be in form and content reasonably acceptable to Tenant and the applicable mortgagee and ground lessor. Tenant agrees that an acceptable form of SNDA is attached hereto and made a part hereof as Exhibit “G.” Such form is not intended to be the only form that would be acceptable to Tenant and/or deemed to be reasonable. Any such SNDA will include a provision to the effect that casualty and condemnation proceeds will be utilized to the extent required in this Lease and not to pay down the applicable loan to Landlord or for any other purpose, provided that (i) at the time that Landlord delivers the applicable SNDA to Tenant: (x) Tenant’s net worth exceeds $150,000,000.00; and (y) no Event of Default is then-continuing, and (ii) at the time of the casualty or condemnation, no Event of Default is then-continuing.

     9.2 ESTOPPEL CERTIFICATES . Within fifteen (15) days of receipt of a written request from Landlord, any lender or prospective lender of the Premises, Tenant shall deliver an estoppel certificate, attaching a true and complete copy of this Lease, including all amendments relative thereto, and certifying with particularity, among other things, (i) a description of any renewal or expansion options, if any; (ii) the amount of Rent currently and actually paid by Tenant under this Lease; (iii) that this Lease is in full force and effect as modified; (iv) whether Tenant is in possession of the Premises; (v) stating whether Tenant or, to the best of Tenant’s actual knowledge as of the date of execution of the estoppel certificate, Landlord, is in default under this Lease and, if so, summarizing such default(s); and (vi) stating whether Tenant or, to the best of Tenant’s actual knowledge as of the date of execution of the estoppel certificate, Tenant has any offsets or claims against Landlord and, if so, specifying with particularity the nature and amount of such offset or claim. Landlord shall deliver a similar estoppel certificate within fifteen (15) days of receipt of a written request from Tenant, any lender or prospective lender of Tenant or any permitted assignee or permitted subtenant of Tenant.

     9.3 TENANT’S FINANCIAL CONDITION .

     (a) Within sixty (60) days after the end of each fiscal year, Tenant shall deliver to Landlord a copy of Tenant’s audited financial statements for Tenant’s most recently completed fiscal year, prepared by independent certified public accountants in accordance with generally accepted accounting principles. The foregoing financial statements may also be required by Landlord from any proposed assignee of Tenant, or from any proposed subtenant which will occupy more than 25,000 square feet of the Premises. Tenant represents and warrants to Landlord that each such financial statement is a true and accurate statement in all material respects as of the date of such statement and the same shall be similarly certified by the proposed assignee or subtenant, as applicable. All financial statements shall be confidential and shall be used only for the purposes set forth herein. Tenant or a proposed assignee of Tenant, or subtenant which will occupy more than 25,000 square feet of the Premises shall not have any obligation to furnish the financial statements set forth above in the event that the applicable party that would otherwise be required to furnish such financial statements is a publicly traded company on a stock exchange which is subject to regulation by the Securities and Exchange Commission and is current in all required filings. If the financial statements to be provided herein are from a subsidiary, having a parent as a publicly traded entity, then the financial statements that are delivered hereunder may be prepared on a consolidated basis with the parent entity, so long as financial statements from the subsidiary are not otherwise available and are prepared on a consolidating basis.

     (b) If at any time during the Term Tenant does not have a long-term credit rating of both (i) Baa3 or higher by Moody’s Investors Service (“Moody’s”) (or its equivalent, if Moody’s revises its credit ratings), and (ii) BBB- or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”) (or its equivalent, if Standard & Poor’s revises its credit ratings), then Tenant shall deliver, or cause to be delivered to Landlord, a security deposit in the amount of four (4) months of Base Rent at the monthly Base Rent payable for the first year of the Term. The security deposit shall, at Tenant’s sole option, either be (i) a cash deposit to be held in escrow by a third party escrow agent pursuant to an escrow agreement reasonably acceptable to the parties, or (ii) in the form of a Letter of Credit, which Letter of Credit shall be in a form reasonably acceptable to Landlord.

     10.  TELECOMMUNICATIONS .

     (a) Tenant acknowledges and agrees that all telephone and telecommunications services desired by Tenant shall be ordered and utilized at the sole expense and discretion of Tenant. Tenant’s telecommunications equipment, wires, conduit, and cabling (collectively, “Tenant’s Telecommunications Equipment”) shall be installed and operated in accordance with Applicable Laws (including, without limitation, those of the Federal Communications Commission (“FCC”), the Occupational Safety and Health Administration (“OSHA”), and the Federal Aviation Administration (“FAA”)), and Tenant, at its expense, shall obtain all permits, licenses, variances, authorizations, and approvals that may be required in order to install and operate Tenant’s Telecommunications Equipment. Landlord shall have no responsibility for the maintenance of Tenant’s Telecommunications Equipment or for any infrastructure to which Tenant’s Telecommunications Equipment may be connected. Tenant agrees that, to the extent any such service is interrupted, curtailed, or discontinued from any cause whatsoever, except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors, Landlord shall have no obligation or liability with respect thereto and it shall be the sole obligation of Tenant at its expense to obtain substitute service.

     (b) Any and all Tenant’s Telecommunications Equipment installed in the Buildings by or on behalf of Tenant shall be removed prior to the expiration or earlier termination of the Term, by Tenant at its sole cost. Landlord and Tenant shall have the right to agree, however, prior to the expiration or earlier termination of the Term, for Tenant to abandon and leave in place, without additional payment to Tenant or credit against Base Rent or Additional Rent, any and all Tenant’s Telecommunications Equipment and related infrastructure, or selected components thereof.

     (c) Notwithstanding anything contained in this Lease to the contrary, Tenant shall have the exclusive right to install, maintain, and remove on the roofs of the Buildings satellite dishes or other similar devices, such as antennae, for the purpose of receiving and sending radio, television, computer, telephone, or other communication signals (and including the installation of all necessary cables, wires, and transformers), together with the right to the use of the conduits, pipes, risers, and shafts within the Buildings for the installation of cables, wiring, and other equipment therein in connection with the operation of all such devices (the foregoing facilities that are installed by or on behalf of Tenant are hereby called the “Tenant’s Rooftop Communications Equipment,” which shall be deemed to include such similar equipment to be installed by any sublessee, provided, however, that, in no event may Landlord or Tenant allow any third parties (e.g., subtenants and licensees) to utilize the roof of the Buildings for the installation, maintenance, and operation of Tenant’s Rooftop Communication Equipment or other similar equipment, other than bona fide subtenants not primarily engaged in the business of telecommunications and occupying all or a portion of the interior of the Premises pursuant to a permitted sublease or a sublease which has been approved by Landlord (and which sublease shall expressly include the right to install Tenant’s Rooftop Communication Equipment or similar equipment), subject to Tenant’s obligation to comply with all Applicable Laws and the Declaration with respect to the installation, maintenance, and operation of Tenant’s Rooftop Communication Equipment or such other similar equipment. Tenant shall advise Landlord at least ten (10) business days in advance of the planned installation of Tenant’s Rooftop

Communications Equipment, and if required by Landlord, such installation shall be done by the roofing company which provides the roof warranty for the Buildings and in such a manner so as to not invalidate such warranty. Except to the extent caused by (i) the roofing company installing Tenant’s Rooftop Communications Equipment if required by Landlord, and/or (ii) Landlord, it’s agents, or employees, Tenant shall be responsible for any damage to the Buildings caused by installing or maintaining Tenant’s Rooftop Communications Equipment. At the expiration or earlier termination of this Lease, Tenant, at its expense, shall remove Tenant’s Rooftop Communications Equipment; provided, however, Landlord and Tenant shall have the right to agree, prior to the expiration or earlier termination of the Term, for Tenant to abandon and leave in place, without additional payment to Tenant or credit against Base Rent or Additional Rent, any and all Tenant’s Rooftop Communications Equipment and related components thereof. Any work required to restore the roof or any other part of the Buildings or Property from any damage occasioned by the installation, maintenance, or removal of Tenant’s Rooftop Communications Equipment shall be borne by Tenant. The installation, maintenance, and removal of Tenant’s Communications Equipment shall be subject to the obligations imposed upon Tenant in this Lease with respect to Tenant’s use and occupancy of the Premises; provided, however, that there shall be no additional consideration due from Tenant with respect to the rights granted to Tenant pursuant to this Section.

     (d) Notwithstanding anything herein to the contrary, Landlord shall have no right to install, maintain, and operate telecommunications equipment in the Buildings (including the rooftops thereof), without Tenant’s prior written consent, which consent may be withheld in Tenant’s sole and absolute discretion.

     11.  MISCELLANEOUS PROVISIONS .

     11.1 LANDLORD’S LIABILITY; CERTAIN DUTIES . As used in this Lease, the term “Landlord” means only the current owner or owners of the fee title to the Premises or the leasehold estate under a ground lease of the Premises at the time in question. Each landlord is obligated to perform the obligations of Landlord under this Lease only during the time such landlord owns such interest or title. Any landlord who transfers its title or interest is relieved of all liability with respect to the obligations of Landlord under this Lease to be performed on or after the date of transfer, provided that the transferee expressly assumes, in writing, all obligations of Landlord arising from and after the date of transfer. However, each landlord shall deliver to its transferee all funds previously paid by Tenant, if such funds have not yet been applied under the terms of this Lease.

     11.2 INTERPRETATION . The captions of the Articles or Sections of this Lease are to assist the parties in reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine, and neuter genders shall each include the other. This Lease will not be construed more or less favorably with respect to either party as a consequence of this Lease or various provisions hereof having been drafted by one of the parties hereto.

     11.3 INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS . This Lease is the only agreement between the parties pertaining to the lease of the Premises and no

other agreements either oral or otherwise (including, without limitation, all prior agreements, proposals, letters of intent and understandings), are effective and all are merged into the terms and provisions of this Lease, unless otherwise expressly set forth herein. Without limiting the generality of the foregoing, that certain Development Agreement dated October 30, 2006 between Tenant and Boca 11 B LLC, Boca 11 C & D, and Boca 11 E & F LLC (affiliates of Landlord) is terminated and of no further force or effect. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void.

     11.4 NOTICES . Any payment, notice, or document required or permitted to be delivered by the terms of this Lease shall be delivered by overnight delivery service or sent by certified mail, return receipt requested, addressed as follows:

     Notices to Tenant shall be delivered to the address above until Tenant occupies the Premises for the conduct of business operations, after which the address of the Premises shall be Tenant’s address for notice purposes. All notices shall be effective upon delivery or refusal of delivery. Either party may change its notice address upon written notice to the other party, given in accordance herewith by an authorized officer, partner, or principal.

     11.5 STATUTORY RADON GAS NOTICE; INDOOR AIR QUALITY .

     11.5.1 Radon Gas Notice . Section 404.056, Florida Statutes, requires the following notice to be provided with respect to the contract for sale and purchase of any building, or a rental agreement for any building: 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 health department.

     11.5.2 Indoor Air Quality .

     (a) Except for conditions resulting from Landlord’s defective construction (which for purposes of this Section is deemed to include Landlord’s failure to construct the Base Building in accordance with the Base Building Plans or the Leasehold Improvements in accordance with the Leasehold Improvement Plans (as such terms are defined in the Construction Addendum),

including performance criteria for Building Systems as expressly set forth in the Base Building Plans), Tenant shall be solely responsible to ensure that the air quality of the interior of the Buildings will be suitable for the safe and healthy occupancy of Tenant, its employees, agents, contractors, invitees, and visitors. Tenant shall have the right to perform its own air quality testing in the interior of each Building.

     (b) Except for conditions resulting from Landlord’s defective construction, Tenant, at its sole cost and expense, shall: (i) maintain, operate, and repair the heating, ventilating, and air conditioning system(s) serving each Building in accordance with the manufacturer’s specifications and recognized industry standards for such equipment; and (ii) maintain the humidity level and the air exchange rate within the interior of the Buildings at a level recommended by Applicable Laws and recognized industry standards.

     (c) If all or any part of the Premises requires repairs or replacements as a result of Tenant’s failure to maintain indoor air quality as provided in subsection (b) above, then the work required to remedy the situation will be performed by Tenant, at its sole cost and expense (except if resulting from Landlord’s defective construction). Landlord shall have no liability to Tenant or any of its employees, officers, agents, licensees, invitees, assignees, subtenants, contractors, or subcontractors or any other occupant of any of the Buildings with respect to any air quality issues and/or related claims (except if resulting from Landlord’s defective construction).

     (d) Notwithstanding anything to the contrary contained herein, if Tenant fails to comply with its obligations under this Section 11.5 and such failure continues for a period of thirty (30) days after Tenant’s receipt of written notice from Landlord, then in addition to Landlord’s rights and remedies under Section 8.2 hereof, Landlord shall have the right, but not the obligation, to perform such remedial actions as may be necessary or required, as determined by Landlord in its sole but reasonable discretion, and Tenant shall reimburse to Landlord the costs and expenses incurred by Landlord in connection therewith within thirty (30) days after written demand by Landlord, together with reasonable supporting documentation therefor. Notwithstanding the foregoing, if the performance of such obligation by Tenant would reasonably require more than thirty (30) days to complete, Tenant shall have a reasonable time to perform in order to cure such default provided Tenant commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion.

     11.6 WAIVERS . All waivers must be in writing and signed by the waiving party. Landlord’s or Tenant’s failure to enforce any provision of this Lease, or Landlord’s acceptance of Rent, shall not be a waiver and shall not prevent Landlord or Tenant, as applicable, from enforcing that provision or any other provision of this Lease in the future. No statement on a payment check from Tenant or in a letter accompanying a payment check shall be binding on Landlord unless otherwise agreed to in writing by Landlord. Landlord may, with or without notice to Tenant, negotiate such check without being bound to the conditions of such statement unless otherwise agreed to in writing by Landlord.

     11.7 NO RECORDATION . Neither party shall record this Lease. However, simultaneously with the execution of this Lease, the parties shall execute in recordable form a Memorandum of Lease in the form attached hereto and made a part hereof as Exhibit “E” and Landlord shall, at its expense, record such Memorandum in the Public Records of Palm Beach

County, Florida. The Memorandum of Lease will not include a legal description of the Golf Course Parcel. Upon Landlord’s acquisition of the Golf Course Parcel, the parties shall execute an amendment to the Memorandum of Lease in recordable form and Landlord shall, at its expense, record such amendment in the Public Records of Palm Beach County, Florida. If Contingency Plan No. 2 (as such term is defined in Section 11.33) is implemented, then as part of the amendment to this Lease in connection therewith as described in Section 11.33, the parties shall execute a termination of the recorded Memorandum of Lease and execute a new Memorandum of Lease, and Landlord shall, at its expense, promptly record such termination and new Memorandum in the Public Records of Palm Beach County, Florida. Because Tenant has the right to terminate this Lease pursuant to Section 11.33, simultaneously with the execution of this Lease, the parties shall execute in recordable form a Termination of Memorandum of Lease and deliver the original thereof in escrow to Akerman Senterfitt (Landlord’s attorneys). If Tenant elects to terminate this Lease pursuant to Section 11.33, then upon Landlord’s receipt of Tenant’s termination notice, Landlord is authorized (without further agreement or instrument or instruction) to cause the escrow agent to record such Termination of Memorandum of Lease in the Public Records of Palm Beach County, Florida. Upon the recordation of the amendment to the Memorandum of Lease following Landlord’s acquisition of the Golf Course Parcel, or upon the recordation of a termination of the recorded Memorandum of Lease and recording of a new Memorandum of Lease in connection with Contingency Plan No. 2, then unless otherwise instructed in writing jointly by the parties, escrow agent shall destroy the Termination of Memorandum of Lease being held in escrow. The escrow agent’s duties are purely ministerial, and escrow agent shall not be liable to the parties hereto for any matter or thing arising out of the performance by escrow agent of its obligations hereunder, except for gross negligence or willful misfeasance. Escrow agent has served as counsel to Landlord in connection with the Lease, and in the event of any dispute between the parties, escrow agent may continue to act as counsel to Landlord.

     11.8 PARTIAL INVALIDITY . If any provision of this Lease is held or rendered illegal or unenforceable, it shall be considered separate and severable from this Lease and the remaining provisions of this Lease shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this Lease.

     11.9 FORCE MAJEURE . The performance by either party to this Lease of its obligations (except the payment of Rent or other sums of money) shall be excused by delays attributable to events beyond that party’s reasonable control for a period of time that is sufficient for the party to perform its obligations after the cessation of the Force Majeure event acting in a diligent, commercially reasonable manner. Events beyond a party’s control include, but are not limited to, acts of the other party, acts of nature, war, terrorism, government regulation or restriction in the nature of a moratorium, act of the public enemy, industry-wide inability to secure materials through ordinary sources by reason of unforeseeable shortages or governmental order, earthquake, tropical storm, hurricane, tornado, civil commotion, labor disputes, strikes, fire, flood or other casualty, failure of power, shortages of labor or material, government regulation or restriction (including extraordinary delay in the issuance of any permit), and inclement weather conditions (such events shall individually and collectively be referred to herein as “Force Majeure”). Events beyond a party’s control shall not include changes in economic or market conditions, or financial or internal problems of the non-performing party, or ordinary weather conditions. For purposes of this Section, “inclement weather conditions” shall

mean and refer to inclement weather that exceeds the normally expected inclement weather in the area of the Premises based on a 15-year moving average of climate data maintained by the National Atmospheric and Oceanic Administration. A day shall only be considered lost due to inclement weather if (a) precipitation exceeds 1/10th inch in any 24-hour period, or (b) the high temperature for the day is less than 30 degrees F, or (c) the high temperature for the day exceeds 100 degrees F, or (c) the area in which the Premises is located is under a tropical storm or hurricane warning or has been affected by a tropical storm or hurricane warning (regardless of the actual amount of rainfall). Should a party encounter more lost days in a month due to inclement weather than predicted by the monthly moving average, the party shall promptly prepare and submit to the other party a notice of extension of the time to complete its obligations under this Lease after the cessation of the inclement weather conditions. Such party’s notice shall include reasonable documentation (i) supporting such party’s position that it encountered greater than average inclement weather for the month, and (ii) that the inclement weather affected such party’s ability to complete its obligations to perform in accordance with the terms of this Lease. This Section 11.9 shall not apply to the Construction Addendum.

     11.10 EFFECTIVENESS . Submission or preparation of this Lease by Landlord shall not constitute an offer by Landlord or option for the Premises, and this Lease shall constitute an offer, acceptance, or contract only as expressly specified by the terms of this Section. If Tenant executes this Lease first, such action shall constitute an offer to Landlord, which may be accepted by Landlord by executing this Lease within ten (10) business days after Landlord’s receipt, and once this Lease is so executed by Landlord and an original is received by Tenant, such offer may not be revoked by Tenant and this Lease is then a binding contract. If Landlord executes this Lease first, such action shall constitute an offer to Tenant, which may be accepted by Tenant only by delivery to Landlord of a fully executed original of this Lease within ten (10) business days after receipt thereof, provided that if any party makes any material or minor alteration of any nature whatsoever to any of said documents, then such action shall merely constitute a counteroffer, which the other party may, at its election, accept or reject. Notwithstanding that the Term Commencement Date may occur and the Term and Rent payments may commence after the date of execution of this Lease, upon delivery and acceptance of this Lease in accordance with the terms of this Lease, this Lease shall be fully effective, and in full force and effect and valid and binding against the parties in accordance with, but on and subject to, the terms and conditions of this Lease. Terms used throughout this Lease referring to the date that this Lease has been executed or computing a date after or otherwise referring to the execution of this Lease, shall be deemed to mean a date that this Lease becomes effective pursuant to the provisions of this Section.

     11.11 AUTHORITY .

     (a) As a material inducement to Landlord to enter into this Lease, Tenant (and, individually each party executing this Lease on behalf of Tenant), intending that Landlord rely thereon, represents and warrants to Landlord that:

          (i) Tenant and the party or parties executing on behalf of Tenant are fully and properly authorized to execute and enter into this Lease on behalf of Tenant and to deliver this Lease to Landlord;

          (ii) This Lease constitutes a valid and binding obligation of Tenant, enforceable against Tenant in accordance with the terms of this Lease;

          (iii) Tenant is duly organized, validly existing and in good standing under the laws of the state of Tenant’s organization and has full power and authority to enter into this Lease, to perform Tenant’s obligations under this Lease in accordance with the terms of this Lease, and to transact business in the state in which the Premises are located; and

          (iv) The execution of this Lease by the individual or individuals executing this Lease on behalf of Tenant, and the performance by Tenant of Tenant’s obligation under this Lease, have been duly authorized and approved by all necessary corporate action, and the execution, delivery, and performance of this Lease by Tenant is not in conflict with Tenant’s bylaws or articles of incorporation, and other charters, agreements, rules or regulations governing Tenant’s business as any of the foregoing may have been supplemented or amended in any manner.

     In connection with the foregoing, simultaneously upon execution of this Lease, Tenant shall deliver to Landlord a Certificate executed by the secretary or assistant secretary of Tenant which certifies that Tenant has received all necessary corporate approvals to enter into and perform this Lease and to perform Tenant’s obligations hereunder and contains an incumbency certificate for the person authorized to sign on behalf of Tenant.

     (b) As a mate