Lease Agreement between Hewitt Properties IV LLC and Hewitt Associates LLC for Orlando, Florida Property

Summary

This lease agreement, dated April 22, 1999, is between Hewitt Properties IV LLC (landlord) and Hewitt Associates LLC (tenant) for approximately 97 acres of land and improvements in Orlando, Florida. The landlord agrees to construct specified improvements at its own expense, with completion by January 22, 2000. The tenant will lease the property, pay rent, and may enter the premises before completion to install equipment. The agreement outlines responsibilities for maintenance, insurance, compliance with laws, and options for extension or purchase. Both parties have specific rights and obligations regarding use, alterations, and remedies for default.

EX-10.27 22 dex1027.txt HEWITT PROPERTIES IV LEASE AGREEMENT (ORLANDO, FLORIDA) Exhibit 10.27 ================================================================================ LEASE AGREEMENT ORLANDO, ORANGE COUNTY, FLORIDA PROPERTY Landlord: HEWITT PROPERTIES IV LLC Tenant: HEWITT ASSOCIATES LLC as of April 22, 1999 ================================================================================ TABLE OF CONTENTS 1. Initial Development.....................................................1 2. Term and Occupancy......................................................2 3. Rent....................................................................2 4. Use.....................................................................3 5. Maintenance, Repairs and Replacements...................................3 6. Alterations.............................................................3 7. Signs...................................................................4 8. Utilities and Services..................................................4 9. Compliance with Law.....................................................4 10. Landlord's Title, Authority and Quiet Enjoyment; Tenant's Authority.....5 11. Subordination...........................................................5 12. Assignment and Sublease.................................................5 13. Lease Extension.........................................................7 14. Impositions.............................................................7 15. Insurance...............................................................8 16. Destruction and Restoration.............................................9 17. Condemnation...........................................................10 18. Default by Tenant......................................................13 19. Landlord's Remedies....................................................13 20. Notices................................................................14 21. Brokerage..............................................................14 22. Estoppel...............................................................14 23. Hazardous Substances...................................................15 24. Surrender..............................................................16 25. Liens..................................................................16 26. Interest...............................................................17 27. Inspections............................................................17 28. Transfer of Landlord's Interest........................................17 29. Indemnity..............................................................17 30. Modification of Lease..................................................18 31. Choice of Law and Interpretation.......................................18 32. Independent Covenant; Net Lease........................................18 33. Entry by Landlord......................................................18 34. Survival of Obligations................................................18 35. Option to Purchase Demised Premises....................................18 36. No Merger..............................................................20 Exhibit A - Legal Description Exhibit B - Site Plan Exhibit C - List of Plans and Specifications and Construction Contracts Exhibit D - Schedule of Rents i THIS LEASE AGREEMENT (this "Lease") is made as of the 22nd day of April, 1999 between HEWITT PROPERTIES IV LLC, an Illinois limited liability company, having its principal office at 100 Half Day Road, Lincolnshire, Illinois 60069 (the "Landlord"), and HEWITT ASSOCIATES LLC, an Illinois limited liability company, having its principal office at 100 Half Day Road, Lincolnshire, Illinois 60069 (the "Tenant"). W I T N E S S E T H: Landlord, for and in consideration of the rents, covenants and agreements hereinafter set forth on the part of Tenant to be paid, kept, observed and performed does hereby lease unto Tenant, and Tenant does hereby take subject to the conditions herein expressed, all those parcels of land consisting of approximately 97 acres situated in Orlando, Florida, County of Orange and legally described on Exhibit A attached hereto and made a part hereof (the "Land"), together with all improvements located on and to be constructed thereon by Landlord, which are hereinafter called "Landlord's Improvements." Landlord's Improvements and all other improvements, machinery, building equipment, fixtures and other property, real, personal or mixed (except Tenant's trade fixtures), installed or located thereon, together with all additions, alterations and replacements thereof are herein collectively, the "Improvements". The Land and the Improvements are hereinafter collectively referred to as the "Demised Premises." The parties acknowledge that contemporaneously herewith, Landlord is issuing $85,000,000 of its Secured Credit Tenant Notes due 2020 (the "Notes") pursuant to a Note Purchase Agreement (the "Note Agreement") which Notes and obligations are secured in substantial part by this Lease and a substantially similar lease dated as of April 22, 1999 for certain property in The Woodlands, Montgomery County, Texas (the "Texas Lease"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Note Agreement. 1. Initial Development. A. Landlord will cause Landlord's Improvements depicted on the Site Plan attached hereto as Exhibit B to be constructed in accordance with the plans and specifications and construction contracts described on Exhibit C hereto. B. Landlord agrees, at Landlord's sole cost and expense, to cause construction of Landlord's Improvements as follows: (i) in accordance with Exhibits B and C; and (ii) Landlord shall cause Final Project Completion (as hereinafter defined) to occur on or prior to January 22, 2000. Landlord shall notify Tenant of the anticipated Final Project Completion. Tenant shall have the right to enter the Demised Premises during the sixty (60) day period preceding the Final Project Completion for the purpose of installing its equipment and receiving raw materials and Tenant does hereby agree to assume all risk of loss or damage to such equipment and raw materials, and to indemnify, defend and hold harmless Landlord from and against any loss or damage to such equipment and raw materials and all liability, loss or damage arising from any injury to the property of Landlord, or its contractors, subcontractors or materialmen, and any death or personal injury to any person or persons arising out of such installation. Landlord agrees to cooperate with Tenant at Tenant's expense so that Tenant's contractors and tradespeople will be permitted to reasonably perform their work without material interference. Tenant agrees to cooperate with Landlord so that Landlord's contractors and tradespeople will be permitted to reasonably perform their work without material interference. C. [Intentionally Omitted] D. "Final Project Completion" shall mean the municipality having jurisdiction over the Demised Premises issues a final certificate of occupancy permitting Tenant to occupy all of Landlord's Improvements or takes such other action as may be customary to permit occupancy or use thereof and all of Landlord's Improvements are otherwise ready for beneficial use and occupancy by Tenant subject to completion of any Punchlist Items by Landlord; Landlord's architect certifies that all of Landlord's Improvements have been constructed and completed in a good and workmanlike manner in accordance with the approved plans and specifications therefor and with this Lease and comply with applicable laws, ordinances and regulations and all of Landlord's Improvements are otherwise ready for beneficial use and occupancy by Tenant subject to completion of any Punchlist Items by Landlord; Landlord shall have obtained title insurance in form satisfactory to mortgagee insuring the completed Demised Premises free of Liens not permitted by the Operative Agreements. E. Within thirty (30) days of Final Project Completion, Tenant shall execute and deliver to Landlord a punchlist (the "Punchlist") of incomplete items (the "Punchlist Items"). Landlord shall use all reasonable efforts to complete the Punchlist Items as soon as possible after receipt of the Punchlist. F. Landlord covenants that the Demised Premises (except trade fixtures, equipment, machinery or any other item constructed or installed by Tenant) will conform as of the Rent Commencement Date to applicable laws, regulations, or other governmental orders relating to the physical condition of the Demised Premises. Landlord shall be responsible for procuring building and other permits and licenses necessary for construction of Landlord's Improvements. 2. Term and Occupancy. The term of this Lease shall commence on the date hereof (the "Commencement Date"), and shall end on the date which is the twentieth (20th) anniversary of the Rent Commencement Date (the "Expiration Date"), unless the term be extended or earlier terminated as provided herein. 3. Rent. ----- A. The annual base rental (the "Base Rent") is set forth on the Schedule of Rents attached hereto as Exhibit D. Base Rent shall be paid monthly, in arrears, in equal installments without offset or deduction commencing March 22, 2000 (the "Rent Commencement Date") and on the 22nd day of each month through the Expiration Date. Until advised in writing to the 2 contrary by Landlord, Tenant shall pay all Base Rent, Additional Rent and all other amounts due Landlord hereunder to Harris Trust and Savings Bank, 311 West Monroe Street, Chicago, Illinois 60606, Attn: Indenture Trust Division. B. Tenant at its option, upon notice as provided below may prepay Base Rent, if in part, then in an amount sufficient to allow Landlord to prepay the Notes in an aggregate principal amount of $5,000,000 or integral multiples of $100,000 in excess thereof, together with accrued interest thereon, plus the Make-Whole Amount. Notice of prepayment of Base Rent shall be given to Landlord not less than thirty (30) nor more than sixty (60) days before the date fixed for prepayment (the "Optional Prepayment Date") and shall be accompanied by certificate of Tenant certifying as to: (i) the Optional Prepayment Date, (ii) the aggregate amount to be paid on such Optional Prepayment Date, (iii) the portion thereof allocable to the prepayment of principal of the Notes by Landlord, and (iv) the portion thereof allocable to payment of accrued interest and Make-Whole Amount that Landlord would be required to pay if such prepayment were made on the date notice is being given hereunder together with the detailed calculations used in determining the Make-Whole Amount. In addition, promptly upon becoming able to calculate the portion of the prepayment allocable to Make-Whole Amount, Tenant shall provide notice to Landlord of its determination of the amount of such portion. Any notice of prepayment so given, Tenant shall be obligated to pay Landlord on such Optional Prepayment Date the amount referred to above. Nothing in this paragraph shall relieve Tenant of its obligation to pay accrued rent due and payable on any Optional Prepayment Date. C. Upon any prepayment of Base Rent as provided herein or as required under the Note Agreement, each installment of rent payable during the term shall be reduced pro rata. 4. Use. --- The Demised Premises shall be used and occupied by Tenant as office and parking space (the "Tenant's Use"). Landlord represents that the Demised Premises are currently zoned to permit general office and parking use. In addition, Tenant may use all or any part of the Demised Premises for any lawful purpose incidental to Tenant's Use then permitted by local zoning ordinances and the certificate of occupancy provided, however, Tenant may not use or occupy the Demised Premises, or permit the Demised Premises to be used or occupied in such a manner as to cause the value or usefulness of the Demised Premises, or any part thereof, substantially to diminish. 5. Maintenance, Repairs and Replacements. During the term of this Lease, Tenant shall, at Tenant's sole expense, keep the Demised Premises in good working order, condition and repair as a first class office complex and in compliance with all applicable laws and shall perform all maintenance thereof and all necessary repairs and replacements thereto, interior and exterior, structural and nonstructural, ordinary and extraordinary, foreseen or unforeseen, of every nature, kind and description. When used in this paragraph, "repairs" shall include all necessary replacements, renewals, alterations, additions and betterments. If Tenant 3 cannot keep the Demised Premises or any portion thereof in good working order, condition and repair, then Tenant shall replace the same in a first-class manner. Tenant shall comply with manufacturers recommended schedules for warranty work. All repairs and replacements made by Tenant shall be at least equal in quality to the original work and shall be made by Tenant in accordance with all applicable laws. The necessity for or adequacy of maintenance, repairs and replacements shall be measured by the standards which are appropriate for improvements of similar first class office construction. 6. Alterations. ----------- A. Tenant shall have the right to make any alterations of and additions to the Improvements (including alterations arising due to casualty or condemnation), provided in all cases that no Events of Default exist hereunder and such alterations shall (a) not reduce the gross square footage of the Improvements, (b) not adversely affect the structural or systemic soundness of the Improvements, (c) not adversely affect the fair market value of the Demised Premises, (d) be undertaken with due diligence in a good and workmanlike fashion consistent with the first class nature of the Demised Premises, (e) not violate any law, regulation, restriction or requirements of this Lease, and (f) shall, in the case of alterations, the estimated cost of which exceeds $1,000,000, be under the supervision of architects/engineers reasonably satisfactory to Landlord and any mortgagee pursuant to plans and specifications reasonably approved by Landlord and any mortgagee. Tenant shall deliver to Landlord "as built" working drawings of any alteration within sixty (60) days of completion of construction thereof. B. The cost of any alteration shall be paid for by Tenant so that the Demised Premises and all portions thereof shall at all times be free of liens for labor and materials supplied to the Demised Premises. The work of any alteration shall be prosecuted with reasonable dispatch. Tenant shall obtain and maintain, at its sole cost and expense, during the performance of such work, worker's compensation insurance covering all persons employed in connection with the work and with respect to which death or injury claims could be asserted against Landlord or Tenant or against the Demised Premises or any interest therein, together with comprehensive general liability insurance for the mutual benefit of Landlord and Tenant with limits of not less than Three Million Dollars ($3,000,000) in the event of injury to one person, Ten Million ($10,000,000) Dollars in respect to any one accident or occurrence, and Two Million Dollars ($2,000,000) for property damage, and "builder's risk" insurance on a completed value form or other comparable coverage on the work. All such insurance shall be in a company or companies authorized to do business in the state in which the Demised Premises are located and rated A-XIII by A.M. Best's insurance ratings or other comparable and nationally recognized rating entity, and all such policies of insurance shall be delivered to Landlord endorsed "Premium Paid" by the company or agency issuing the same prior to the start of any such construction. C. No change, alteration, restoration or new construction shall be in or connect the Improvements with any property, building or other improvement located outside the boundaries of the Land, nor shall the same obstruct or interfere with any existing easement. 4 D. Tenant shall notify Landlord in writing 30 days prior to commencing any alterations, additions or improvements to the Demised Premises which have been approved by Landlord so that Landlord shall have the right to record and post notices of nonresponsibility on the Demised Premises. E. All improvements and alterations made or installed by Tenant shall immediately, upon completion or installation thereof, become the property of Landlord without payment therefor by Landlord, and shall be surrendered to Landlord on the expiration of the term of this Lease. 7. Signs. Tenant may install, at its expense, signs containing Tenant's name at the Demised Premises, provided that such signs (a) do not cause any structural or other damage to the Demised Premises; (b) do not violate applicable governmental laws, ordinances, rules or regulations; (c) do not violate any existing restrictions affecting the Demised Premises; and (d) are compatible with the architecture of the Demised Premises and the landscaped areas. 8. Utilities and Services. ---------------------- A. Tenant shall contract for and pay directly for the cost of usage of all utilities including all charges for water, heat, gas, light, garbage, electricity, telephone, data, sewage, steam, power or other public or private utility services. In the event that any charge or fee is required by the state in which the Demised Premises are located, or any city or other agency, subdivision, or instrumentality thereof, or by any utility company furnishing services or utilities to the Demised Premises, as a condition precedent to furnishing or continuing to furnish utilities or services to the Demised Premises, such charge or fee shall be deemed to be a utility charge payable by Tenant. B. Tenant acknowledges that any one or more of the services provided for herein may be interrupted or suspended by reason of accident, repair, alterations or improvements necessary to be made, strike, lockout, misuse or neglect by Tenant or Tenant's agents, employees or invitees, or by shortages of fuel or other energy supplies to be provided by public or private utilities or suppliers or by other matters, and Landlord shall not be liable to Tenant therefor, nor shall Tenant have any right to terminate the Lease or other rights (including but not limited to any reduction or abatement of rent) against Landlord in the event of a failure, interruption or suspension of any of the aforesaid services. 9. Compliance with Law. Tenant shall throughout the term of this Lease, at Tenant's sole cost and expense, comply with or remove or cure any violation of any applicable laws, orders, statutes, ordinances, rules, regulations and requirements of federal, state and municipal governments, including, without limitation, any applicable laws, orders, statutes, ordinances, rules, regulations and requirements of any federal, state or local government relating to occupational safety and health (collectively, the "OSHA Regulations"), all applicable rules and regulations of the Board of Fire Underwriters and any requirements of the certificate of occupancy or any permit with respect to the Demised Premises and the sidewalks, curbs, roadways, alleys, entrances or railroad track facilities, if any, adjacent or appurtenant thereto, and 5 whether the compliance, curing or removal of any such violation and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change of governmental policy, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective of the costs thereof. Tenant, at its sole cost and expense, shall comply with all agreements, contracts, easements, restrictions, reservations or covenants, if any, affecting the Demised Premises or hereafter created by, consented to, or requested by Tenant or Landlord. Tenant shall also comply with, observe and perform all provisions and requirements of all policies of insurance at any time in force with respect to the Demised Premises and shall comply with all development permits issued by governmental authorities issued in connection with development of the Demised Premises. Tenant shall procure and maintain all permits and licenses required for the transaction of Tenant's business at the Demised Premises. 10. Landlord's Title, Authority and Quiet Enjoyment; Tenant's Authority. ------------------------------------------------------------------- A. [Reserved] B. So long as Tenant performs each and every term, provision and condition herein contained on the part of Tenant to be kept and performed, Tenant shall peacefully and quietly enjoy the Demised Premises without hindrance or molestation by Landlord or by any other person claiming by, through or under Landlord, subject to the terms of the Lease. C. Tenant represents and warrants that it has full and complete authority to enter into this Lease under all of the terms, conditions and provisions set forth herein. D. Tenant hereby approves the condition of Landlord's title to the Demised Premises. This Lease shall be subject to all easements, covenants, conditions and restrictions presently existing or hereafter created upon the Demised Premises; provided, however, Landlord shall not permit or cause any easements, covenants, restrictions, conditions or other changes in Landlord's title which would materially and adversely impact Tenant's Use. 11. Subordination. The priority of this Lease and the leasehold estate of Tenant created hereunder are and shall be subject and subordinate to the lien of any mortgage, deed of trust, sale-leaseback, ground lease or similar encumbrance, whether such encumbrance is placed against the fee or leasehold estate, affecting the Demised Premises and to all renewals, modifications, consolidations, replacements and extensions thereof, and advances thereunder. Tenant agrees at any time hereafter, upon demand, to execute and deliver any instruments, releases or other documents that may reasonably be required for the purpose of subjecting and subordinating this Lease, as above provided, to the lien of any such mortgage, deed of trust, ground lease, sale-leaseback or similar encumbrance in a form reasonably acceptable to Tenant and the holder of such mortgage or instrument. 6 12. Assignment and Sublease. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and 7 sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained. 13. Lease Extension. If this Lease shall not have been terminated pursuant to any provisions hereof and no Events of Default exist hereunder or under the Note Agreement, then Tenant may, at Tenant's option, extend the term of this Lease for two (2) successive additional terms of five (5) years each (each an "Extension Term," collectively the "Extension Terms") commencing on the expiration of the original term, or the immediately preceding Extension Term, as the case may be. Tenant may exercise such option by giving Landlord written notice at least six (6) months prior to the expiration of the original term or the immediately preceding Extension Term, as the case may be. Upon the giving by Tenant to Landlord of such written notice and the compliance by Tenant with the foregoing provisions of this paragraph, this Lease shall be deemed to be automatically extended upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease, except that Base Rent for each such Extension Term shall be the then fair market value for the Demised Premises. 14. Impositions. ----------- A. Tenant covenants and agrees to pay during the term of this Lease, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are now or hereafter subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein 8 referred to as "Impositions"), which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. B. If, at any time during the term of this Lease, any method of taxation shall be such that there shall be levied, assessed or imposed on Landlord, or on the Basic Rent or Additional Rent, or on the Demised Premises or on the value of the Demised Premises, or any portion thereof, a capital levy, sales or use tax, gross receipts tax or other tax on the rents received therefrom, or a franchise tax, or an assessment, levy or charge measured by or based in whole or in part upon such rents or value, Tenant covenants to pay and discharge the same, it being the intention of the parties hereto that the rent to be paid hereunder shall be paid to Landlord absolutely net without deduction or charge of any nature whatsoever foreseeable or unforeseeable, ordinary or extraordinary, or of any nature, kind or description, except as in this Lease otherwise expressly provided. Nothing in this Lease contained shall require Tenant to pay any municipal, state or federal net income or excess profits taxes assessed against Landlord, or any municipal, state or federal capital levy, estate succession, inheritance or transfer taxes of Landlord. C. Tenant covenants to furnish Landlord, on or before the date upon which any Imposition or other tax, assessment, levy or charge is due and payable, official receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of the same. D. Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions hereof, Tenant may postpone or defer payment of such Imposition if the Demised Premises or any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this paragraph unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require. Landlord shall not ultimately be subject to any liability for the payment of any fees, including attorney's fees, costs and expenses in connection with such proceedings. Tenant agrees to pay all such fees (including 9 reasonable attorney's fees), costs and expenses or, on demand, to make reimbursement to Landlord for such payment. 15. Insurance. --------- A. During the term of this Lease, during any extension thereof, and during any holdover period, Tenant shall at its cost and expense procure and keep in force a policy of comprehensive public liability insurance, with limits of not less than $5,000,000 for injury to any one person, $25,000,000 as to any one accident, and $3,000,000 as to property damage, all on a per occurrence basis which policy shall name Landlord and Landlord's mortgagee, if any, as additional insureds. Certified copies of such insurance shall be delivered to Landlord prior to the Commencement Date and shall provide that same may not be canceled, modified or lowered in amounts without prior written notice of not less than thirty (30) days to Landlord and Landlord's mortgagee. Notwithstanding the foregoing, Tenant may insure the foregoing risks under its blanket policy. Any such liability insurance shall contain a contractual liability endorsement covering Tenant's indemnification obligations under this Lease. B. During the term of this Lease and any extension thereof, Tenant, at its sole cost and expense, shall obtain and continuously maintain in full force and effect, policies of insurance covering the Improvements constructed, installed or located on the Demised Premises naming the Landlord, as an additional insured and loss payee and Landlord's mortgagee, if any, as mortgagee, against (a) loss or damage by fire; (b) loss or damage from such other risks or hazards now or hereafter embraced by an "Extended Coverage Endorsement," or broadest form of "all risk" coverage including, but not limited to, windstorm, hail, explosion, vandalism, riot and civil commotion, damage from vehicles, smoke damage, water damage and debris removal; (c) loss for flood; (d) loss from so-called explosion, collapse and underground hazards; and (e) loss or damage from such other risks or hazards of a similar or dissimilar nature which are now or may hereafter be customarily insured against with respect to improvements similar in construction, design, general location, use and occupancy to the Improvements. At all times, such insurance coverage shall be in an amount equal to 100% of the then "full replacement cost" of the Improvements. "Full Replacement Cost" shall be interpreted to mean the cost of replacing the improvements without deduction for depreciation or wear and tear, and it shall include a reasonable sum for architectural, engineering, legal, administrative and supervisory fees connected with the restoration or replacement of the Improvements in the event of damage thereto or destruction thereof. If a sprinkler system shall be located in the Improvements, sprinkler leakage insurance shall be procured and continuously maintained by Tenant at Tenant's sole cost and expense. Tenant shall cause to be inserted in the policy of insurance required by this paragraph a so-called "waiver of subrogation" clause as to Landlord and Landlord's insurer. C. During the term of this Lease and any extension thereof, Tenant shall maintain Workman's Compensation Insurance in accordance with the laws of the State of Florida. D. Tenant shall maintain insurance coverage (including loss of use and business interruption coverage) upon Tenant's business and upon all personal property of Tenant or the personal property of others kept, stored or maintained on the Demised Premises against loss or 10 damage by fire, windstorm or other casualties or causes for such amount as Tenant may desire, and Tenant agrees that such policies shall contain a waiver of subrogation clause as to Landlord and Landlord's insurer. Nothing in this paragraph shall prevent Tenant from taking out insurance of the kind and in the amount provided for under the preceding paragraphs of this paragraph under a blanket insurance policy or policies (certified copies thereof reasonably satisfactory to Landlord shall be delivered to Landlord) which may cover other properties owned or operated by Tenant as well as the Demised Premises; provided, however, that any such policy of blanket insurance of the kind provided for shall specify therein the amounts thereof exclusively allocated to the Demised Premises or Tenant shall furnish Landlord and the holder of any fee mortgage with a written statement from the insurers under such policies specifying the amounts of the total insurance exclusively allocated to the Demised Premises; and provided, further, however, that such policies of blanket insurance shall, as respects the Demised Premises, contain the various provisions required of such an insurance policy by the foregoing provisions hereof. E. Tenant shall deliver certified copies of all such insurance to Landlord prior to the Commencement Date hereof and certified copies and evidence of payment for all renewal coverage not less than ten (10) days prior to the expiration of any such insurance. Such policies shall provide (except in case of general liability insurance) for losses up to $1,000,000 to be adjusted by and paid to Tenant and losses equal to or in excess of $1,000,000 shall be adjusted by Tenant subject to the reasonable approval of Landlord and any mortgagee, and, while the Notes are outstanding, paid to the Agent. F. Tenant hereby releases Landlord (and Landlord's assignees, employees, agents and servants) and waives any claims it may have against Landlord from any liability for damage to or destruction of Tenant's trade fixtures, personal property (including also property under the care, custody, or control of Tenant), machinery, equipment, furniture, fixtures and business interests on the Premises, except arising from Landlord's gross negligence. This paragraph shall apply especially, but not exclusively, to damage or destruction caused by the flooding of basements or other subsurface areas, or by refrigerators, sprinkling devices, air conditioning apparatus, water, snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures, and shall apply equally, whether any such damage results from the act or omission of other tenants or occupants in the Premises or any other persons, and whether such damage be caused by or result from any of the aforesaid, or shall be caused by or result from other, circumstances of a similar or dissimilar nature. 16. Destruction and Restoration. --------------------------- A. Tenant covenants and agrees that in case of damage to or destruction of the Demised Premises after the Commencement Date of the term of this Lease, by fire or otherwise, Tenant, at its sole cost and expense, shall promptly restore, repair, replace and rebuild the same as nearly as possible to the condition that the same were in immediately prior to such damage or destruction with such changes or alterations (made in conformity with paragraph 6 hereof) as 11 may be reasonably acceptable to Landlord or required by law. Tenant shall forthwith give Landlord written notice of such damage or destruction upon the occurrence thereof and specify in such notice, in reasonable detail, the extent thereof. Such restoration, repairs, replacements, rebuilding, changes and alterations, including the cost of temporary repairs for the protection of the Demised Premises, or any portion thereof, pending completion thereof are sometimes hereinafter referred to as the "Restoration." The Restoration shall be carried on and completed in accordance with the provisions and conditions of this Lease including but not limited to paragraphs 5, 6, 9, and 16 hereof. Tenant shall, at Tenant's expense, regardless of whether there are sufficient insurance proceeds therefor, promptly commence and complete with all due diligence the Restoration to as nearly as possible the condition which existed prior to such damage or destruction. B. All insurance moneys held by Agent, shall be applied to the payment of the costs of the Restoration and shall be paid out from time to time as the Restoration progresses upon the written request of Tenant, accompanied by a certificate of the architect or a qualified professional engineer in charge of the Restoration stating that as of the date of such certificate (a) the sum requested is justly due to the contractors, subcontractors, materialmen, laborers, engineers, architects, or persons, firms or corporations furnishing or supplying work, labor, services or materials for such Restoration, or is justly required to reimburse Tenant for any expenditures made by Tenant in connection with such Restoration, and when added to all sums previously paid out by Landlord does not exceed the value of the Restoration performed to the date of such certificate by all of said parties; (b) except for the amount, if any, stated in such certificates to be due for work, labor, services or materials, there is no outstanding indebtedness known to the person signing such certificate, after due inquiry, which is then due for work, labor, services or materials in connection with such Restoration, which, if unpaid, might become the basis of a mechanic's lien or similar lien with respect to the Restoration or a lien upon the Demised Premises, or any portion thereof; and (c) the costs, as estimated by the person signing such certificate, of the completion of the Restoration required to be done subsequent to the date of such certificate in order to complete the Restoration do not exceed the sum of the remaining insurance moneys, remaining in the hands of Landlord or Agent, if applicable, after payment of the sum requested in such certificate. As a condition to payment, Tenant shall furnish Landlord or Agent, if applicable, at the time of any such payment with evidence reasonably satisfactory to Landlord or Agent, if applicable, that there are no unpaid bills in respect to any work, labor, services or materials performed, furnished or supplied in connection with such Restoration. If the insurance moneys in the hands of Landlord, shall be insufficient to pay the entire costs of the Restoration, Tenant agrees to pay any deficiency promptly. Tenant shall continue to be liable for full payment of Base Rent, Additional Rent and any other amounts due and payable hereunder. Upon completion of the Restoration and payment in full thereof by Tenant, Landlord or Agent, if applicable, shall within a reasonable period of time thereafter, turn over to Tenant all insurance moneys or other moneys then remaining upon submission of proof reasonably satisfactory to Landlord or Agent, if applicable, that the Restoration has been paid for in full and the damaged or destroyed Improvements repaired, restored or rebuilt as nearly as possible to the condition they were in 12 immediately prior to such damage or destruction, or with such changes or alterations as may be made in conformity with the terms hereof. C. No destruction of or damage to the Demised Premises, or any portion thereof, by fire, casualty or otherwise shall permit Tenant to surrender this Lease or shall relieve Tenant from its liability to pay to Landlord the Base Rent and Additional Rent payable under this Lease or from any of its other obligations under this Lease, and Tenant waives any rights now or hereafter conferred upon Tenant by present or future law or otherwise to quit or surrender this Lease or the Demised Premises, or any portion thereof, to Landlord or to any suspension, diminution, abatement or reduction of rent on account of any such damage or destruction. 17. Condemnation. ------------ A. If, during the term of this Lease, the entire Demised Premises shall be taken as the result of the exercise of the power of eminent domain, condemnation or a deed in lieu of the foregoing (a "Taking"), this Lease and all right, title and interest of Tenant hereunder shall cease and come to an end on the date of vesting of title pursuant to such Taking and Landlord shall be entitled to and shall receive the total award made in such Taking, Tenant hereby assigning any interest in such award, damages, consequential damages and compensation to Landlord and Tenant hereby waiving any right Tenant has now or may have under present or future law to receive any separate award of damages for its interest in the Demised Premises, or any portion thereof, or its interest in this Lease. In any Taking of the Demised Premises, or any portion thereof, whether or not this Lease is terminated as in this paragraph provided, Tenant shall not be entitled to any portion of the award for the Taking of the Demised Premises or damage to the Improvements, except as otherwise provided herein with respect to the restoration of the Improvements, or for the estate or interest of Tenant therein, all such award, damages, consequential damages and compensation being hereby assigned to Landlord, and Tenant hereby waives any right it now has or may have under present or future law to receive any separate award of damages for its interest in the Demised Premises, or any portion thereof, or its interest in this Lease, except that Tenant shall have, nevertheless, the limited right to prove in the Taking and to receive any award which may be made for damages to or condemnation of Tenant's movable trade fixtures and equipment, and for Tenant's relocation costs in connection therewith. B. If, less than the entire Demised Premises, but more than 15% of the floor area of the Improvements, or more than 50% of the Land, shall be taken in any such Taking, this Lease shall, upon vesting of title in the Taking, terminate as to the portion of the Demised Premises so taken, and Tenant may, at its option, terminate this Lease as to the remainder of the Demised Premises. Tenant shall not have the right to terminate this Lease pursuant to the preceding sentence unless (a) the business of Tenant conducted in the portion of the Demised Premises taken cannot reasonably be carried on with substantially the same utility and efficiency in the remainder of the Demised Premises (or any substitute space securable by Tenant pursuant to clause [b] hereof) and (b) Tenant cannot construct or secure substantially similar space to the space so taken, on the Demised Premises. Such termination as to the remainder of the Demised 13 Premises shall be effected by notice in writing given not more than 60 days after the date of vesting of title in such Taking, and shall specify a date not more than 60 days after the giving of such notice as the date for such termination. Upon the date specified in such notice, the term of this Lease, and all right, title and interest of Tenant hereunder, shall cease and come to an end. If this Lease is terminated as in this paragraph 17B provided, Landlord shall be entitled to and shall receive the total award made in such Taking, Tenant hereby assigning any interest in such award, damages, consequential damages and compensation to Landlord, and Tenant hereby waiving any right Tenant has now or may have under present or future law to receive any separate award of damages for its interest in the Demised Premises, or any portion thereof, or its interest in this Lease except as otherwise provided in paragraph 17A. The right of Tenant to terminate this Lease, as provided in this paragraph 17B, shall be exercisable only upon condition that no Event of Default exist hereunder or under the Note Agreement, and such termination upon Tenant's part shall become effective only upon compliance by Tenant with all such terms, covenants and conditions to the date of such termination. In the event that Tenant elects not to terminate this Lease as to the remainder of the Demised Premises, the rights and obligations of Landlord and Tenant shall be governed by the provisions of paragraph 17C hereof. C. If 15%, or less, of the floor area of the Improvements, or 50%, or less, of the Land, shall be taken in such Taking, or if more than 15% of the floor area of the Improvements or more than 50% of the Land is taken (but less than the entire Demised Premises), and this Lease is not terminated as in paragraph 17B hereof provided, this Lease shall, upon vesting of title in the Taking, terminate as to the parts so taken, and Tenant shall have no claim or interest in the award, damages, consequential damages and compensation, or any part thereof except as otherwise provided in paragraph 17A. Landlord shall be entitled to and shall receive the total award made in such Taking, Tenant hereby assigning any interest in such award, damages, consequential damages and compensation to Landlord, and Tenant hereby waiving any right Tenant has now or may have under present or future law to receive any separate award of damages for its interest in the Demised Premises, or any portion thereof, or its interest in this Lease except as otherwise provided in paragraph 17A. The net amount of the award (after deduction of all costs and expenses, including attorney's fees), shall be held by Landlord as trustee or so long as the Notes remain outstanding, by Agent and applied as hereinafter provided. Tenant, in such case, covenants and agrees, at Tenant's sole cost and expense (subject to reimbursement to the extent hereinafter provided), promptly to restore that portion of the Improvements on the Demised Premises not so taken to a complete architectural and mechanical unit for the use and occupancy of Tenant as in this Lease provided. In the event that the net amount of the award (after deduction of all costs and expenses, including attorney's fees) is insufficient to pay all costs of such restoration work, Tenant shall deposit with Landlord as trustee such additional sums as may be required upon the written request of Landlord so long as Tenant has participated in the Proceedings; provided, however, Landlord shall retain ultimate control over any final settlement or litigation with the condemning authority, and provided further that notwithstanding that the net amount of the award may be insufficient to pay all costs of the restoration work, Tenant shall continue to be liable for payment of Base Rent, Additional Rent and any other amount due and payable hereunder, which amounts shall not be abated except as provided in Paragraph 17E below. The provisions and conditions in paragraph 6 applicable to changes and alterations shall apply to Tenant's obligations to restore that portion of the 14 Improvements to a complete architectural and mechanical unit. Landlord agrees in connection with such restoration work to apply so much of the net amount of any award (after deduction of all costs and expenses, including attorney's fees) that may be received by Landlord and held by Landlord as trustee in any such Proceedings for physical damage to the Improvements as a result of such taking to the costs of such restoration work thereof and the said net award for physical damage to the Improvements as a result of such taking shall be paid out from time to time to Tenant, or on behalf of Tenant, as such restoration work progresses upon the written request of Tenant, which shall be accompanied by a certificate of the architect or the registered professional engineer in charge of the restoration work stating that (a) the sum requested is justly due to the contractors, subcontractors, materialmen, laborers, engineers, architects or other persons, firms or corporations furnishing or supplying work, labor, services or materials for such restoration work or as is justly required to reimburse Tenant for expenditures made by Tenant in connection with such restoration work, and when added to all sums previously paid out by Landlord as trustee does not exceed the value of the restoration work performed to the date of such certificate; and (b) the net amount of any such award for physical damage to the Improvements as a result of such taking remaining in the hands of Landlord, together with the sums, if any, deposited by Tenant with Landlord as trustee pursuant to the provisions hereof, will be sufficient upon the completion of such restoration work to pay for the same in full. If payment of the award for physical damage to the Improvements as a result of such taking, as aforesaid, shall not be received by Landlord in time to permit payments as the restoration work progresses (except in the event of an appeal of the award by Landlord), Tenant shall not be required to proceed with any restoration work until payment of such award is received by Landlord; provided, however, delay in payment of such amount shall not release Tenant of its obligation to pay Base Rent, Additional Rent and other amounts due and payable hereunder during any such delay and there shall be no abatement of Base Rent, Additional Rent or any other amounts except as provided in Paragraph 17E below. If Landlord appeals an award and payment of the award is delayed pending appeal, Tenant shall, nevertheless, perform and fully pay for such work without delay, and payment of the amount to which Tenant would have been entitled had Landlord not appealed the award (in an amount not to exceed the net award prior to such appeal) shall be made by Landlord to Tenant as restoration progresses pursuant to this Paragraph 17C, in which event Landlord shall be entitled to retain an amount equal to the sum disbursed to Tenant pursuant to the preceding sentence out of the net award as and when payment of such award is received by Landlord. Tenant shall also furnish Landlord as trustee with each certificate hereinabove referred to, together with evidence reasonably satisfactory to Landlord that there are no unpaid bills in respect to any work, labor, services or materials performed, furnished or supplied, or claimed to have been performed, furnished or supplied, in connection with such restoration work, and that no liens have been filed against the Demised Premises, or any portion thereof. Landlord as trustee shall not be required to pay out any funds when there are unpaid bills for work, labor, services or materials performed, furnished or supplied in connection with such restoration work, or where a lien for work, labor, services or materials performed, furnished or supplied has been placed against the Demised Premises, or any portion thereof. Upon completion of the restoration work and payment in full therefor by Tenant, and upon submission of proof reasonably satisfactory to Landlord that the restoration work has been paid for in full and that the Improvements have been restored or rebuilt to a complete architectural and mechanical unit for the use and occupancy of Tenant as provided in this Lease, Landlord as trustee shall pay over to 15 Tenant any portion of the cash deposit furnished by Tenant then remaining; provided, however, any other amounts awarded in such Proceedings which remain following restoration of the Demised Premises shall be the property of Landlord and Tenant shall have no claim thereto. D. In the event of any partial termination of this Lease as a result of any such Taking, Tenant shall pay to Landlord all Base Rent and all Additional Rent and other charges payable hereunder with respect to that portion of the Demised Premises so taken in such Taking with respect to which this Lease shall have terminated justly apportioned to the date of such termination. From and after the date of vesting of title in such Taking, Tenant shall continue to pay the Base Rent and Additional Rent and other charges payable hereunder, as in this Lease provided, to be paid by Tenant, subject to abatement, if any, as provided for in paragraph 17E hereof. E. In the event of a partial taking of the Demised Premises under paragraph 17C hereof, or a partial taking of the Demised Premises under paragraph 17B hereof, followed by Tenant's election not to terminate this Lease, the Base Rent payable hereunder during the period from and after the date of vesting of title in such Taking to the termination of this Lease shall not be reduced unless Tenant shall have completed the restoration work with its own funds in accordance with the provisions of the Lease and Landlord shall have applied the net amount of any award to reduce the indebtedness secured by any financing encumbering the Demised Premises, in which event Base Rent payable hereunder shall be reduced pro rata. F. THE PARTIES HERETO HEREBY ACKNOWLEDGE AND AGREE THAT NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS LEASE IT IS THE INTENT OF THE PARTIES THAT IF AS A RESULT OF ANY TAKING THERE IS ANY REDEMPTION OR OTHER REPAYMENT OF THE NOTES AND THE PROCEEDS RECEIVED FROM SUCH TAKING ARE INSUFFICIENT TO PAY IN FULL ANY PRINCIPAL, INTEREST OR MAKE-WHOLE AMOUNT, IF ANY, DUE AND PAYABLE ON THE NOTES ON ACCOUNT OF THE TAKING, THAT THE TENANT SHALL, UPON DEMAND, PAY THE AMOUNT OF SUCH INSUFFICIENCY. 18. Default by Tenant. The occurrence of any one or more of the following events shall constitute an "Event of Default" by Tenant: A. The failure by Tenant to make any payment of Base Rent, Additional Rent or any other amount required to be paid by Tenant hereunder, and any interest for late payment thereof, as and when due, where such failure shall continue for a period of five (5) days. B. The failure by Tenant to observe or perform any of the covenants, conditions or provisions of paragraphs 12 or 15. C. The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease (except as set forth in paragraphs 18A and 18B above) where such failure shall continue for a period of thirty (30) days after Tenant obtains knowledge of such failure or default. 16 D. The occurrence of an Event of Default under Section 11 of the Note Agreement. 19. Landlord's Remedies. Upon the occurrence of an Event of Default, Landlord, in addition to other rights or remedies it may have, shall have the right to terminate this Lease, or without terminating this Lease, terminate Tenant's right to possession of the Demised Premises, and in either event Tenant shall immediately surrender possession of the Demised Premises to Landlord and if Tenant fails to do so, Landlord may, without prejudice to any other remedy it may have for possession or arrearage of rentals, enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying the Demised Premises or any part thereof, with or without legal proceedings, without being liable for prosecution or any claim or damage therefor. In such event, Landlord shall be entitled to recover from Tenant all reasonable damages incurred by Landlord by reason of such Event of Default, including without limitation, the cost of recovering possession of the Demised Premises, expenses of reletting including reasonable renovation and alteration of the Demised Premises, attorneys, fees, real estate commissions, and any other sum of money, late charges and damages. If Tenant's right to possession of the Demised Premises is terminated without termination of the Lease, Landlord shall be entitled to enforce all of Landlord's rights and remedies under the Lease, including the right to recover the rent as it becomes due hereunder. Should Landlord elect to relet the Demised Premises or any part thereof, Landlord may do so for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord may deem appropriate. Rental and other amounts received by Landlord in connection with such reletting shall be applied in such manner and to such parties as Landlord shall determine. Should such rentals and other amounts received from such reletting during any month be less than Tenant's obligations hereunder, Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such reentry or taking possession of the Demised Premises by Landlord shall be construed as an election on its part to terminate this Lease, unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. In the event Landlord terminates this Lease in accordance herewith, Tenant shall be liable and shall pay to Landlord, the sum of all rent and other payments owed to date to Landlord, all sums owed to date to third parties (including without limitation, all Impositions) hereunder accrued to the date of such termination, all amounts required to be spent by Landlord to fulfill any of Tenant's obligations which Tenant did not fulfill prior to termination by Landlord, plus, an amount equal to the present value discounted at the Federal Reserve discount rate of (i) the total rental payments hereunder for the remaining portion of the term of the Lease, calculated as if such term the Expiration Date, unless Tenant has extended this Lease, in which case such calculation shall be as if the term expires on the final day of the Extension Term then in effect, less (ii) the fair market rental value of the Demised Premises for such remaining period. Nothing herein contained shall limit or prejudice the right of Landlord to prove for and obtain, as damages by reason of such expiration or termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to or less than the 17 amount of the difference referred to above. Notwithstanding the foregoing, Landlord and Tenant agree that it is extremely difficult and impractical to establish the amount of damages Landlord would sustain upon an Event of Default. The parties hereby agree that a reasonable estimate of such other amounts necessary to compensate Landlord in such event and not otherwise included herein is the sum of the principal amount of the Notes then outstanding plus interest accrued thereon together with the Make Whole Amount, less the amounts set forth above in this paragraph (the "Liquidated Damages"). Landlord shall be entitled such Liquidated Damages from Tenant not as a penalty but as liquidated damages. In addition to the aforesaid remedies, Landlord shall be entitled to pursue any other remedy now or hereafter available to Landlord at equity or under the laws or judicial decisions of the state where the Demised Premises is located or by statute or otherwise. All rights and remedies of Landlord herein enumerated shall be cumulative, and the exercise or the commencement of the exercise by Landlord of any one or more of such rights or remedies should not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies. Tenant shall pay, upon demand, all of Landlord's costs, including reasonable attorneys' fees and court costs, incident to the enforcement of Tenant's obligations hereunder. A receipt by Landlord of rent with knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provisions of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. Without limiting the generality of the foregoing, no failure by Landlord to insist upon the performance of any of the terms of this Lease or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of such breach or any of the terms of this Lease, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. In addition to other remedies in this Lease provided, Landlord shall be entitled to seek a restraint by injunction of the violation or attempted or threatened violation of the covenants, conditions and provisions of this Lease. 20. Notices. All notices shall be sent by registered mail, return receipt requested personal delivery, or by recognized overnight courier providing proof of delivery, to the following addresses: To Landlord: To Tenant: Hewitt Properties IV LLC Hewitt Associates LLC 100 Half Day Road 100 Half Day Road Lincolnshire, Illinois 60069 Lincolnshire, Illinois 60069 Attn.: General Counsel Attn: General Counsel Any notice shall be deemed to have been given five (5) days after the date deposited in the United States mail, on the date of personal delivery, or on the first business day after sending when delivery by recognized overnight courier providing proof of delivery, in the manner 18 aforesaid. Either party, by notice to the other, shall have the right to change the addresses for notice(s) to be sent to such party, and to add or substitute entities to which a copy of any notice shall be sent by the other party. 21. Brokerage. Landlord and Tenant acknowledge that no real estate broker brought about this lease transaction. Landlord hereby indemnifies Tenant against claims for brokerage fees, commissions or similar compensation by any party claiming by, through or under Landlord in connection with this Lease, and Tenant hereby indemnifies Landlord against claims for brokerage fees, commissions or similar compensation by any party claiming by, through or under Tenant in connection with this Lease. 22. Estoppel. Landlord and Tenant shall, at any time upon not less than twenty (20) days prior written notice, execute and deliver to a prospective new landlord, lender, or assignee or subtenant of Tenant, as the case may be, a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to the party's knowledge, any uncured defaults on the part of the other party hereunder, or so specifying such defaults if any are claimed, and (iii) other reasonable requests that relate to the Lease. 23. Hazardous Substances. -------------------- A. For purposes hereof, "Hazardous Substance" means: (i) "Hazardous Substances" as defined by the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. ss.9601 et. seq., as amended, and all regulations promulgated thereunder, the Federal Clean Air Act, as amended (42 U.S.C. ss.7401 et. seq.) and the Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C. ss.1317 et. seq. as amended and all regulations promulgated thereunder; (ii) "Hazardous Waste" as defined by the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. ss.6602 et. seq. as amended and all regulations promulgated thereunder; (iii) Any pollutant or contaminant or hazardous, dangerous or toxic chemicals, materials or substances within the meaning of any other applicable federal, state or local law, regulation, ordinance or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, all as amended or hereafter amended; (iv) Gas, gasoline, oil or other petroleum products; 19 (v) Any radioactive material, including any source, special nuclear or by-product material as defined in 42 U.S.C. ss.2011 et. seq. as amended or hereafter amended, and all regulations promulgated thereunder; (vi) Asbestos; and (vii) Anything defined as a hazardous, toxic or radioactive material, waste or substance or the use, transportation or disposal of which is regulated under applicable law or rules and regulations issued pursuant thereof; (all of the foregoing statutes, laws, ordinance, rules, regulations, and common law theories being sometimes hereinafter collectively referred to as "Environmental Laws"). B. Tenant shall not allow any Hazardous Substance to be located on the Demised Premises and shall not conduct or authorize the generation, transportation, storage, treatment, release or disposal at the Demised Premises, of any Hazardous Substance other than in quantities incidental to the conduct of Tenant's Use and in compliance with Environmental Laws; provided, however, nothing herein contained shall permit Tenant to allow any so-called "acutely hazardous", "ultra-hazardous", "imminently hazardous chemical substance or mixture" or comparable Hazardous Substance to be located on or about the Demised Premises. C. If the presence, release, threat of release, placement on or in the Demised Premises, or the generation, transportation, storage, treatment, or disposal at the Demised Premises of any Hazardous Substances as a result of Tenant's operations at the Demised Premises: (i) gives rise to liability (including, but not limited to, a response action, remedial action, or removal action) under Environmental Laws, (ii) causes or threatens to cause a significant public health effect, or (iii) pollutes or threatens to pollute the environment, Tenant shall promptly take any and all remedial and removal action necessary to clean up the Demised Premises and mitigate exposure to liability arising from the hazardous substance, whether or not required by law. D. Tenant shall indemnify, defend and hold Landlord harmless from all damages, costs, losses, expenses (including, but not limited to, actual attorneys fees and engineering fees) arising from or attributable to the existence of any Hazardous Substances at the Demised Premises as a result of Tenant's operations at the Demised Premises, and (ii) any breach by Tenant of any of its covenants contained herein. E. Upon request by Landlord during the term of this Lease, Tenant shall undertake and submit to Landlord an environmental audit from an environmental consulting firm reasonably acceptable to Landlord which audit shall evidence Tenant's compliance herewith. Tenant shall bear the cost of such environmental audit. F. Landlord or Tenant shall give the other prompt written notice upon discovery of any Hazardous Substance at or adjacent to the Demised Premises. Landlord and Tenant's obligations hereunder shall survive termination of the Lease. 20 24. Surrender. --------- A. Upon any termination or expiration of this Lease, Tenant shall surrender the Demised Premises in the same condition as existed at the Rent Commencement Date, except for normal wear and tear and damage caused by the fire or other casualty subject to the terms of this Lease; provided, however, that nothing in this paragraph is intended to change or diminish Tenant's obligations under any other part of this Lease. Any damage to the Demised Premises resulting from the removal of such Alterations shall be repaired by Tenant at Tenant's expense. If the Demised Premises be not surrendered as above set forth, Tenant shall indemnify, defend and hold Landlord harmless against loss or liability resulting from the delay by Tenant in so surrendering the Demised Premises, including, without limitation any claim made by any succeeding occupant founded on such delay. All property of Tenant not removed on or before the last day of the term of this Lease shall be deemed abandoned. Tenant shall reimburse Landlord upon demand for any expenses incurred by Landlord with respect to removal, storage or disposal of abandoned property and with respect to restoring said Demised Premises to good order, condition and repair. 25. Liens. Tenant has no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind the interest of Landlord or Tenant in the Demised Premises, or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who furnish materials or perform labor for any construction or repairs, and Tenant covenants and agrees that it shall not mortgage, encumber or pledge this Lease or any interest therein. The preceding sentence shall not be construed as prohibiting Tenant from making alterations as provided above or from permitting any other mechanics or materialmen's lienable work to be performed as long as such work is not prohibited by this Lease. Tenant agrees to indemnify and hold Landlord harmless from any lien filed against the Demised Premises on account of work performed by or on behalf of Tenant and from any and all losses, costs, damages, expenses, liabilities, suits, penalties, claims and damages (including attorney fees) arising from or relating to such lien. After Tenant's receipt of notice or actual knowledge of the placing of any lien or encumbrance against the Demised Premises, Tenant shall immediately give Landlord written notice thereof. Tenant shall within ten (10) days therefrom remove such lien by payment. If Tenant shall fail to discharge such mechanic's lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same by paying to the claimant the amount claimed to be due by procuring the discharge of such lien as to the Demised Premises by deposit in the court having jurisdiction of such lien, a cash sum sufficient to secure the discharge of the same, or by the deposit of a bond or other security with such court sufficient in form, content and amount to procure the discharge of such lien, or in such other manner as is now or may in the future be provided by present or future law or the discharge of such lien as a lien against the Demised Premises. Any amount paid by Landlord, or the value of any deposit so made by Landlord, together with all costs, fees and 21 expenses in connection therewith (including attorneys' fees of Landlord), together with interest thereon at the Default Rate, shall be Additional Rent payable on demand by Landlord. 26. Interest. Base Rent, Additional Rent and any other amounts due Landlord hereunder, if not paid when due, and any other charges payable by Tenant hereunder not paid when due, including any charges, expenses, liabilities or fees in connection with a default by Tenant, shall accrue interest (the "Default Rate") at the greater of (a) the rate of prime (as published in the Wall Street Journal) plus two percent (2%) per annum or, so long as the Notes are outstanding, (b) the default rate set forth in the Note Agreement from the due date until paid, and to be paid to Landlord by Tenant upon demand. 27. Inspections. Landlord, its agents, employees, contractors, lenders or prospective lenders, may, after providing Tenant with at least twenty-four (24) hours prior notice except in an emergency situation, enter the Demised Premises during business hours (except in an emergency situation), to (a) exhibit the Demised Premises to prospective purchasers or lenders and perform due diligence in connection therewith; (b) inspect the Demised Premises to see that Tenant is complying with its obligations hereunder; and (c) exhibit the Demised Premises during the last twelve (12) months of the term to prospective tenants. 28. Transfer of Landlord's Interest. Tenant acknowledges that Landlord has the right to transfer its interest in the Demised Premises without the consent of Tenant and in this Lease, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. 29. Indemnity. --------- A. To the fullest extent allowed by law, Tenant shall at all times indemnify, defend and hold harmless Landlord and any person claiming by or through Landlord from and against any and all claims by or on behalf of any person, firm or corporation, arising from the conduct or management of the Demised Premises, or from any work or things whatsoever done in or about the Demised Premises, and will further indemnify, defend and hold Landlord and any person claiming by or through Landlord harmless against and from any and all claims arising during the term of this Lease, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or arising from, any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises or upon the sidewalk and the land adjacent thereto, and from and against all costs, attorneys' fees, 22 expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. B. Landlord shall protect, indemnify and hold Tenant harmless from and against any and all loss, claims, liability or costs (including court costs and attorneys' fees) incurred by reason of: (a) any damage to any property or any injury to any person occurring in or on the Demised Premises to the extent that such injury or damage shall be caused by the gross negligence or willful misconduct of Landlord or its agents, servants or employees; provided, however, that such indemnification shall be limited to the extent of the sum of: (i) amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for such injury or damage, after deductibles, or insurance proceeds that would have been received in the event Landlord had not elected to self-insure, and (ii) the deductible amounts for such claims under such insurance policies. The provisions of this paragraph shall survive the termination of this Lease with respect to any claims or liability occurring prior to such termination. 30. Modification of Lease. The terms, covenants and conditions of this Lease may not be changed orally but only by an instrument in writing signed by Landlord and Tenant and consented to by mortgagee. The failure of either party hereto to insist in any one or more cases upon the strict performance of any term, covenant or condition of this Lease to be performed or observed by the other party hereto shall not constitute a waiver of relinquishment for the future of any such term, covenant or condition. 31. Choice of Law and Interpretation. This Lease shall be governed by the internal law of the State of Illinois, without considering such state's choice of law rules, except that any possessory action by Landlord in respect of the Demised Premises shall be governed by the internal laws of the state in which the Demised Premises is situated, without considering such state's choice of law rules. 32. Independent Covenant; Net Lease. It is the express intent of Landlord and Tenant that (a) the obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and that the Base Rent and Additional Rent, and all other charges and sums payable by Tenant hereunder, shall commence at the times provided herein and shall continue to be payable in all events; (b) all costs or expenses of whatsoever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and of every kind and nature whatsoever that may be necessary or required in and about the Demised Premises, or any portion thereof, and Tenant's possession or authorized use thereof during the term of this Lease, shall be paid by Tenant and all provisions of this Lease are to be interpreted and construed in light of the intention expressed in this paragraph; (c) the Base Rent shall be absolutely net to Landlord so that this Lease shall yield net to Landlord the Base Rent during the term of this Lease; (d) all Impositions, insurance premiums, utility expenses, repair and maintenance expenses, and all other costs, fees, interest, charges, expenses, reimbursements and obligations of 23 every kind and nature whatsoever relating to the Demised Premises, or any portion thereof, which may arise or become due during the term of this Lease, or any extension or renewal thereof, shall be paid or discharged by Tenant as "Additional Rent." 33. Entry by Landlord. Tenant agrees to permit Landlord or Landlord's mortgagee and authorized representatives of Landlord or Landlord's mortgagee to enter upon the Demised Premises at all reasonable times during ordinary business hours for the purpose of inspecting the same and making any necessary repairs to comply with any laws, ordinances, rules, regulations or requirements of any public body, or the Board of Fire Underwriters, or any similar body. Nothing herein contained shall imply any duty upon the part of Landlord to do any such work which, under any provision of this Lease, Tenant may be required to perform and the performance thereof by Landlord shall not constitute a waiver of Tenant's default in failing to perform the same. Landlord may, during the progress of any work, keep and store upon the Demised Premises all necessary materials, tools and equipment. Landlord shall not in any event be liable for inconvenience, annoyance, disturbance, loss of business or other damage to Tenant by reason of making repairs or the performance of any work in or about the Demised Premises, or on account of bringing material, supplies and equipment into, upon or through the Demised Premises during the course thereof, and the obligations of Tenant under this Lease shall not be thereby affected in any manner whatsoever. 34. Survival of Obligations. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the term of this Lease shall survive the expiration or earlier termination of the term hereof. 35. Option to Purchase Demised Premises. ----------------------------------- Tenant (but not any subtenant or assignee of Tenant) shall have the option to purchase the Demised Premises (the "Option") as hereinafter provided. A. Tenant shall have the option to purchase the Demised Premises at an option price (the "Option Price") equal to the greater of (x) the then outstanding principal amount of the Notes plus accrued interest thereon through the date of purchase of the Demised Premises together with the Make Whole Amount, if any or (y) the fair market value of the Demised Premises. Tenant may only exercise the Option if the Lease is in full force and effect and no defaults or Events of Default exist at the time Tenant notifies Landlord of the exercise of the Option and at the time set for closing of the Option. Tenant shall signify its intent to exercise the Option by delivering to Landlord its written notice of its exercise of the Option, not later than 60 days prior to the date stated in such notice as the closing date for such Option (the "Notice"). B. "Fair Market Value" shall be determined by mutual agreement of Landlord and Tenant prior to the delivery of any Notice or if they have not so agreed at the time of delivery of any such Notice, Fair Market Value shall be determined by appraisal as provided herein. (i) Either party may, by notice to the other, appoint a disinterested appraiser. Within 10 days after the service of such notice, the other party may in like manner 24 appoint a disinterested appraiser and give notice thereof to the party appointing the first appraiser. In case of the failure of the other party so to appoint a second appraiser, the first appraiser shall be the sole appraiser and shall determine the Fair Market Value. If two appraisers are so appointed by the parties, they shall promptly attempt to determine the Fair Market Value. If the two appraisers are unable to agree on the Fair Market Value within 20 days after the second appraiser has been appointed, they shall select and appoint in writing a third disinterested appraiser and give notice thereof to both parties. (ii) Within 15 days after the selection and appointment of the third appraiser, the three appraisers shall meet and attempt to determine the Fair Market Value. The decision of a majority of the appraisers shall determine the Fair Market Value. If a majority of the three appraisers are unable to agree on the Fair Market Value within said 15-day period, the three appraisers each shall promptly prepare an appraisal of the Fair Market Value and the three appraisals shall be added together and their total being divided by three with the resulting quotient being the Fair Market Value. If, however, the low appraisal and/or high appraisal varies by more than ten percent (10%) from the middle appraisal, the appraisal or appraisals so varying shall be disregarded. If only one appraisal is disregarded, the remaining appraisals shall be added together and their total divided by two with the resulting quotient being the Fair Market Value. If both the low appraisal and the high appraisal are disregarded, the middle appraisal shall establish the Fair Market Value. (iii) Each of the parties shall pay for its own appraiser's fees and the parties will each pay half of the fees of the third appraiser and all other costs of appraisals. (iv) To be qualified to act as an appraiser under this paragraph, a person must be a member of the American Institute of Real Estate Appraisers (or if such institute is not in existence at the time in question, a member of successor or similar organization) and must have minimum of 10 years recent experience in real estate appraisal specializing in commercial office buildings in the Orlando, Florida area. (v) After the Fair Market Value has been determined, the appraisers shall immediately notify the parties and the closing on the sale shall occur on the next rent payment date not less than 60 days from the date of such notification. C. Upon the date fixed for any purchase, Tenant shall pay to Landlord, in lawful money of the Untied States, by wire transfer of immediately available funds or as otherwise directed by Landlord, the purchase price therefor specified herein together with all Base Rent, Additional Rent and other sums then due and payable hereunder to and including such date of purchase, and Landlord shall deliver to Tenant a special warranty deed, and any other instruments reasonably necessary to convey the title thereto and to assign any other property then required to be assigned pursuant hereto. Tenant shall pay all charges incident to such conveyance and assignment, including reasonable counsel fees, escrow fees, recording fees, title insurance premiums and all applicable taxes that may be imposed by reason of such conveyance and assignment and the delivery of said deed and other instruments. 25 36. No Merger. There shall be no merger of this Lease or the leasehold estate created hereby with the fee estate in the Land and Demised Premises by reason that the same person or entity may acquire, hold or own such estates directly or indirectly. 26 IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the day and year first above written. LANDLORD: HEWITT PROPERTIES IV LLC By:/s/ C.L. Connolly III ----------------------------------------------- Title: Authorized Signatory ------------------------------------------- TENANT: HEWITT ASSOCIATES LLC By:/s/ John M. Ryan ----------------------------------------------- Title: Chief Administrative Officer ------------------------------------------- 27 EXHIBIT A Legal Description See Attached PIN: 15-22-31-1218-31010 Address: 2300 Discovery Drive Orlando, Florida PARCEL "A" Lot 1, Block 31, CENTRAL FLORIDA RESEARCH PARK SECTION IV, according to the plat thereof, as recorded in Plat Book 28, Pages 65 through 72, less and except: A portion of Block 31, Lot 1 of CENTRAL FLORIDA RESEARCH PARK SECTION - IV as recorded in Plat Book 28, Pages 65 through 72 of the Public Records of Orange County, Florida, being more particularly described as follows: Begin at the Northeast corner of Block 31, Lot 1 of the aforementioned Plat; thence run South 00 degrees 12 minutes 10 seconds East along the East line of Block 31, Lot 1, said line also being the West line of Block 101 and Block 102 of PALM LAKE ESTATES FIFTH ADDITION as recorded in Plat Book "U", Page 85 of the Public Records of Orange County, Florida, a distance of 1545.27 feet; thence leaving said line run South 89 degrees 47 minutes 50 seconds West 301.20 feet; thence North 02 degrees 14 minutes 43 seconds West 541.72 feet to the point of curvature of a curve concave southwesterly having a radius of 670.00 feet; thence Northwesterly along the arc of said curve, through a central angle of 67 degrees 27 minutes 28 seconds a distance of 706.42 feet to a point of reverse curvatura of a curve concave Northeasterly having a radius of 670.00 feet; thence Northwesterly along the arc of said curve, through a central angle of 30 degrees 27 minutes 33 seconds a distance of 356.18 feet to a point on said curve, said point also being on the North line of Block 31, Lot 1, said line also being the South line of Lot 1 - Block 24 CENTRAL FLORIDA RESEARCH PARK SECTION - 111 as recorded in Plat Book 19, Pages 24. through 28 of the Public Records of Orange County, Florida; thence run North 75 degrees 17 minutes 11 seconds East along said line a distance of 1028.57 feet to the Point of Beginning. and less and except A portion of Block 31, Lot 1 of Central Florida Research Park Section - IV as recorded in Plat Book 28, Pages 65 thru 72 of the Public Records of Orange County, Florida, more particularly described as follows: Beginning at the Southeast corner of Block 31, Lot 1 of the aforementioned plat, thence run N. 88(degree)13'34"W. along the North line of the South 1/2, of the Southwest 1/4 of Section 14, Township 22 South, Range 31 East and the South line of Block 31, Lot 1 a distance of 1362.63 feet to the Southwest corner of Block 31, Lot 1; thence leaving said South line run N 17(degree)10'35"W. along the West line of Block 31, Lot 1 a distance of 252.64 feet; thence leaving said West line run N. 62(degree)33'16"E. 1164.08 feet to a point on a curve concave Northwesterly having a radius of 0.00 feet; thence from a chord bearing of S.86(degree)59'09" E run Easterly along the arc of said curve; through a central angle of 190(degree)31'09" a distance of 166.26 feet to the point of tangency of said curve; thence leaving said curve run N. 89(degree)47'50" E 301.20 feet to a point on the East line of Block 31, Lot 1, lying 1545.27 feet Southerly of the Northeast corner of said Block 31, Lot 1 said line also being the West line of Block 102 of Palm Lake Estates Fifth Addition as recorded in Plat Book "U" Page 85 of the Public Records of Orange County, Florida; thence Run S.00(degree)12'10" E along said West line of Block 102 and Block 105 of Palm Lake Estates a distance of 815.92 feet to the point of beginning. Together with "Together with those non-exclusive easement rights granted to Owners of Sites pursuant to that certain Declaration of Covenants, Conditions, Restrictions, Reservations and Easements as recorded in Official Records Book 3296, Page 1248; First Amendment filed November 12, 1982 in Official Records Book 3326, Page 302; Second Amendment filed December 17, 1982 in Official Records Book 3334, Page 466; Third Amendment filed September 28, 1983 in Official Records Book 3423, Page 2491; Amended and Restated Restrictions filed January 31, 1985 in Official Records Book 3602, Page 2270; Second Amended and Restated Restrictions filed March 11, 1987 in Official Records Book 3867, Page 4373; Third Amended and Restated Restrictions filed June 7, 1991 in Official Records Book 4294, Page 3790; First Amendment to Third Amended and Restated Restrictions filed February 4, 1993 in Official Records Book 4521, page 1093; Second Amendment to Third Amended and Restated Restrictions filed August 18, 1994 in official Records Book 4784, Page 4268; Joinder to Third Amendment to Third Amended and Restated Restrictions filed March 29, 1996 in Official Records Book 5033, Page 3839; Waiver of "Right or First Offer" filed February 29, 1996 in Official Records Book 5020, Page 664, Public Records of Orange County, Florida, including without limitation a non-exclusive easement for ingress and egress and road purposes over Research Parkway, Discovery Drive, Progress Drive, Technology Parkway, Science Drive, Ingenuity Drive, and Challenger Parkway, subject to the terms set forth herein." PARCEL "B" That portion of Lot 1, Block 31, CENTRAL FLORIDA RESEARCH PARK SECTION IV, according to the plat thereof, as recorded in Plat Book 28, Pages 65 through 72, further described as: A portion of Block 31, Lot 1 of CENTRAL FLORIDA RESEARCH PARK SECTION - IV as recorded in Plat Book 28, Pages 65 through 72 of the Public Records of Orange County, Florida, being more particularly described as follows: Begin at the Northeast corner of Block 31, Lot 1 of the aforementioned Plat; thence run South 00 degrees 12 minutes 10 seconds East along the East line of Block 31, Lot 1, said line also being the West line of Block 101 and Block 102 of PALM LAKE ESTATES FIFTH ADDITION as recorded in Plat Book "U", Page 85 of the Public Records of Orange County, Florida, a distance of 1545.27 feet; thence leaving said line run South 89 degrees 47 minutes 50 seconds West 301.20 feet; thence North 02 degrees 14 minutes 43 seconds West 541.72 feet to the point of curvature of a curve concave Southwesterly having a radius of 600.00 feet; thence Northwesterly along the arc of said curve, through a central angle of 67 degrees 27 minutes 28 seconds a distance of 706.42 feet to a point of reverse curvature of a curve concave Northeasterly having a radius of 670.00 feet; thence Northwesterly along the arc of said curve, through a central angle of 30 degrees 27 minutes 33 seconds a distance of 356.18 feet to a point on said curve, said point also being on the North line of Block 31, Lot 1, said line also being the South line of Lot 1 - Block 24 CENTRAL FLORIDA RESEARCH PARK SECTION - 111 as recorded in Plot Book 19, Pages 24 through 28 of the public Records of Orange County, Florida; thence run North 75 degrees 17 minutes 11 seconds East along said line a distance of 1028.57 feet to the Point of Beginning. AND A portion of Block 31, Lot 1 of Central Florida Research Park Section - IV as recorded in Plat Book 28, Pages 65 thru 72 of the Public Records of Orange County, Florida, being more particularly described as follows: Beginning at the Southeast corner of Block 31, Lot 1 of the aforementioned plat, thence run N 88(degree)13'34"W. along the North line of the South 1/2, of the Southwest 1/4 of Section 14, Township 22 South, Range 31 East and the South line of Block 31, Lot 1 a distance of 1362.63 feet to the Southwest corner of Block 31; Lot l; thence leaving said South line run N 17(degree)10'35"W along the West line of Block 31, Lot 1 a distance of 252.64 feet; thence leaving said West line run N 62(degree)33'16"E 1164.08 feet to a point on a curve concave Northwesterly having a radius of 56.00 feet; thence from a chord bearing of S 86(degree)59'09"E run Easterly along the arc of said curve; through a central angle of 190(degree)31'09" a distance of 166.26 feet to the point of tangency of said curve; thence leaving said curve run N. 89(degree)47'50" E 301.20 feet to a point on the East line of Block 31, Lot 1, lying 1545.27 feet Southerly of the Northeast corner of said Block 31, Lot 1 said line also being the West line of Block 102 of Palm Lake Estates Fifth Addition as recorded in Plat Book "U" Page 85 of the Public Records of Orange County, Florida; thence Run S 00(degree)12'10"E along said West line of Block 102 and Block 105 of Palm Lake Estates a distance of 815.92 feet to the point of beginning. AND Lot 4, Block 21, CENTRAL FLORIDA RESEARCH PARK SECTION III, according to the plat thereof, as recorded in Plat Book 19, Pages 24 through 28, Public Records of Orange County, Florida. "Together with those non-exclusive easement rights granted to Owners of Sites pursuant to that certain Declaration of Covenants, Conditions, Restrictions, Reservations and Easements as recorded in Official Records Book 3296, Page 1248; First Amendment filed November 12, 1982-in Official Records Book 3326, Page 302; Second Amendment. filed December 17, 1982 in Official Records Book 3334, Page 466; Third Amendment filed September 28, 1983 in Official Records Book 3423, Page 2491; Amended and Restated Restrictions filed January 31, 1985 in Official Records Book 3602, Page 2270; Second Amended and Restated Restrictions filed March 11, 1987 in Official Records Book 3867, Page 4373; Third Amended and Restated Restrictions filed June 7, 1991 in Official Records Book 4294, Page 3790; First Amendment to Third Amended and Restated Restrictions filed February 4, 1993 in Official Records Book 4521, Page 1093; Second Amendment to Third Amended and Restated Restrictions filed August 18, 1994 in Official Records Book 4784, Page 4268; Joinder to Third Amendment to Third Amended and Restated Restrictions filed March 29, 1996 in Official Records Book 5033, Page 3839; Waiver of "Right of First Offer" filed February 29, 1996 in Official Records Book 5020, Page 664, Public Records of Orange County, Florida, including without limitation a non-exclusive easement for ingress and egress and road purposes over Research Parkway, Discovery Drive, Progress Drive, Technology Parkway, Science Drive, Ingenuity Drive, and Challenger Parkway, subject to the terms set forth herein." OVERALL PARCEL Lot 4, Block 21, Central Florida Research Park Section III as recorded in Plat Book 19, Pages 24 through 28 of the Public Records of Orange County, Florida, and Lot 1, Block 31, Central Florida Research Park Section IV, as recorded in Plat Book 28, Pages 5 through 72 of the Public Records of Orange County, Florida, being more particularly described as follows: Beginning at the Northeast corner of said Lot 4, Block 21 run South 00(degree)12'10" East along the East line of said Lot 4, said line also being the West line of Papa Lake Estates, Fifth Addition as recorded in plat Book "U", Page 85 of the Public Records of Orange County, Florida, a distance of 551.19 feet to the Southeast corner of said Lot 4, Block 21, said point also being the Northeast corner of said Lot 1, Block 31, Central Florida Research Park Section IV; thence continue South 00(degree)12'10" East along the East line of said Lot 1, said line also being the West line of Palm Lake Estates Fifth Addition as recorded in Plat Book "U", Page 85 of the Public Records of Orange County, Florida, a distance of 2361.19 feet to the Southeast corner of said Lot 1; thence North 88(degree)13'04" West along the South line of Said Lot 1 a distance of 1362.64 feet to the Southwest corner of said Lot 1; thence North 17(degree)10'35" West along the Westerly line of said Lot 1, a distance of 2174.27 feet to the Northwesterly corner of said Lot 1, said corner also being a point on a curve, concave Northwesterly, having a radius of 1296.47 feet; thence from a chord bearing of North 75(degree)13'34" East, run Easterly along the arc of said curve and the Northerly line of said Lot 1 through a central angle of 09(degree)12'49" a distance of 208.48 feet to the Point of Tangency; thence continuing along the Northerly line of said Lot 1, North 70(degree)37'09" East, a distance of 564.24 feet to the point of curvature of a curve, concave Southwesterly and having a radius of 46.00 feet; thence Southeasterly along the arc of said curve and the perimeter of said Lot 1, through a central angle of 90(degree)00'0", a distance of 72.26 feet to the Point of Tangency; thence South 19(degree)22'51" East, along the perimeter of said Lot l, a distance of 60.00 feet to the point of curvature of a curve concave Northeasterly and having a radius of 750.00 feet; thence Southeasterly along the arc of said curve and the perimeter of said Lot 1, through a central angle of 17(degree)06'12" a distance of 223.88 feet; thence departing said curve, North 75(degree)17'11" East, a distance of 86.98 feet to the Southwest corner of said Lot 4, Block 21, said corner also being a point on a curve, concave Northeasterly and having a radius of 670.00 feet; thence Northwesterly along the arc of said curve and the Westerly line of said Lot 4, through a central angle of 19(degree)51'48", a distance of 232.27 feet to the Point of Tangency, thence North 19(degree)22'51" East, along the Westerly line of said Lot 4, a distance of 160.00 feet to the Northwest corner of said Lot 4; thence North 68(degree)21'20" East, along the North line of said Lot 4, a distance of 1247.06 feet to the POINT OF BEGINNING. EXHIBIT B Site Plan [chart] EXHIBIT C Description of Plans, Specifications and Construction Contracts None EXHIBIT D Schedule of Rents HEWITT PROPERTIES IV LLC MORTGAGE STYLE AMORTIZATION SCHEDULE PRINCIPAL $30,00,000 ORLANDO FLORIDA ANNUAL INTEREST 7.13% PAYMENT PER PERIOD $ 234,936 $30,000,000 PERIODS PER YEAR 12 TERM (PERIODS) 240 AVERAGE LIFE (PERIODS) 13.17 DURATION (PERIODS) 97.65

- -------------------------------------------------------------------------------------------------------------------- May-02 37 168,810 66,126 28,345,178 234,936 189,253 0.0063 0.2334 2,446,659 Jun-02 38 168,418 66,519 28,278,659 234,936 188,135 0.0063 0.2383 2,527,715 Jul-02 39 168,022 66,914 28,211,745 234,936 187,024 0.0062 0.2431 2,609,648 Aug-02 40 167,625 67,312 28,144,433 234,936 185,919 0.0062 0.2479 2,692,465 Sep-02 41 167,225 67,712 28,076,722 234,936 184,821 0.0062 0.2526 2,776,175 Oct-02 42 166,823 68,114 28,008,608 234,936 183,730 0.0061 0.2572 2,860,784 Nov-02 43 166,418 68,519 27,940,089 234,936 182,644 0.0061 0.2618 2,946,300 Dec-02 44 166,011 68,926 27,871,163 234,936 181,566 0.0061 0.2663 3,032,732 Jan-03 45 165,601 69,335 27,801,828 234,936 180,493 0.0060 0.2707 3,120,086 Feb-03 46 165,189 69,747 27,732,081 234,936 179,427 0.0060 0.2751 3,208,372 Mar-03 47 164,775 70,162 27,661,919 234,936 178,367 0.0059 0.2794 3,297,597 Apr-03 48 164,358 70.579 27,591,341 234,936 177,314 0.0059 0.2837 3,387,769 May-03 49 163,939 70,998 27,520,343 234,936 176,266 0.0059 0.2879 3,478,895 Jun-03 50 163,517 71,420 27,448,923 234,936 175,225 0.0058 0.2920 3,570,986 Jul-03 51 163,092 71,844 27,377,079 234,936 174,190 0.0058 0.2961 3,664,047 Aug-03 52 162,665 72,271 27,304.808 234,936 173,161 0.0058 0.3001 3,758,089 Sep-03 53 162,236 72,700 27,232.108 234.936 172,139 0.0057 0.3041 3,853,118 Oct-03 54 161,804 73,132 27,158,976 234,936 171,122 0.0057 0.3080 3,949,145 Nov-03 55 161,370 73,567 27,085,409 234,936 170,111 0.0057 0.3119 4,046,176 Dec-03 56 160,932 74,004 27,011,405 234,936 169,106 0.0056 0.3157 4,144,221 Jan-04 57 160,493 74,444 26,936.961 234,936 168,108 0.0056 0.3194 4,243,288 Feb-04 58 160,050 74,886 26,862.075 234,936 167,115 0.0056 0.3231 4,343,386 Mar-04 59 159,605 75,331 26,786,744 234,936 166,128 0.0055 0.3267 4,444,524 Apr-04 60 159,158 75,779 26,710,966 234,936 165,146 0.0055 0.3303 4,546,711 May-04 61 158,708 76,229 26,634,737 234,936 164,171 0.0055 0.3338 4,649,954 Jun-04 62 158,255 76,682 26,558.055 234,936 163,201 0.0054 0.3373 4,754,265 Jul-04 63 157,799 77,137 26,480,918 234,936 162,237 0.0054 0.3407 4,859,650 Aug-04 64 157,341 77,596 26,403,322 234,936 161,279 0.0054 0.3441 4,966,120 Sep-04 65 156,880 78,057 26,325,266 234,936 160,326 0.0053 0.3474 5,073,684 Oct-04 66 156,416 78,520 26,246,745 234,936 159,379 0.0053 0.3506 5,182,351 Nov-04 67 155,949 78,987 26,167,758 234,936 158,438 0.0053 0.3538 5,292,129 Dec-04 68 155,480 79,456 26,088,302 234,936 157,502 0.0053 0.3570 5,403,030 Jan-05 69 155,008 79,928 26,008,373 234,936 156,572 0.0052 0.3601 5,515,061 Feb-05 70 154,533 80,403 25,927,970 234,936 155,647 0.0052 0.3632 5,628,233 Mar-05 71 154,055 80,881 25,847,089 234,936 154,728 0.0052 0.3662 5,742,555 Apr-05 72 153,575 81,362 25,765,727 234,936 153,814 0.0051 0.3692 5,858,037 May-05 73 153,091 81,845 25,683,882 234,936 152,905 0.0051 0.3721 5,974,689 Jun-05 74 152,605 82,331 25,601,551 234,936 152,002 0.0051 0.3749 6,092,520 Jul-05 75 152,116 82,821 25,518,731 234,936 151,104 0.0050 0.3778 6.211,540 Aug-05 76 151,624 83,313 25,435,418 234,936 150,212 0.0050 0.3805 6,331,760 Sep-05 77 151,129 83,808 25,351,610 234,936 149,325 0.0050 0.3833 6,453,188 Oct-05 78 150,631 84,306 25,267,305 234,936 148,443 0.0049 0.3859 6,575,837 Nov-05 79 150,130 84,807 25,182,498 234,936 147,566 0.0049 0.3886 6,699,715 Dec-05 80 149,626 85,310 25,097,188 234,936 146,694 0.0049 0.3912 6,824,833 Jan-06 81 149,119 85,817 25,011,370 234,936 145,828 0.0049 0.3937 6,951,201 Feb-06 82 148,609 86,327 24,925,043 234,936 144,966 0.0048 0.3962 7,078,830 Mar-06 83 148,096 86,840 24,838,203 234,936 144,110 0.0048 0.3987 7,207,730 Apr-06 84 147,580 87,356 24,750,847 234,936 143,259 0,0048 0.4011 7,337,912 May-06 85 147,061 87,875 24,662,972 234,936 142,413 0.0047 0.4035 7,469,386 Jun-06 86 146,539 88,397 24,574,575 234,936 141,572 0.0047 0.4058 7,602,164 Jul-06 87 146,014 88,922 24,485,652 234,936 140,735 0.0047 0.4081 7,736,256 Aug-06 88 145,486 89,451 243,201 234,936 139,904 0.0047 0.4104 7,871,673 Sep-06 89 144,954 89,982 24,306,219 234,936 139,078 0.0046 0.4126 8,008,426 Oct-06 90 144,419 90,517 24,215,702 234,936 138,256 0.0046 0.4148 8,146,527 Nov-06 91 143,882 91,055 24,124,647 234,936 137,440 0.0046 0.4169 8,285,986 Dec-06 92 143,341 91,596 24,033,051 234,936 136,628 0.0046 0.4190 8,426,814 Jan-07 93 142,796 92,140 23,940,911 234,936 135,821 0.0045 0.4210 8,569,023 Feb-07 94 142,249 92,688 23,848,224 234,936 135,019 0.0045 0.4231 8,712,625 Mar-07 95 141,698 93,238 23,754,986 234,936 134,221 0.0045 0.4250 8,857,631 Apr-07 96 141,144 93,792 23,661,193 234,936 133,428 0.0044 0.4270 9,004,052 May-07 97 140,587 94,349 23,566,844 234,936 132,640 0.0044 0.4289 9,151,901 Jun-07 98 140,026 94,910 23,471,934 234,936 131,857 0.0044 0.4307 9,301,188 - --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------- Jul-07 99 139,462 95,474 23,376,460 234,936 131,078 0.0044 0.4326 9,451,927 Aug-07 100 138,895 96,041 23,280,419 234,936 130,304 0.0043 0.4343 9,604,128 Sep-07 101 138,324 96,612 23,183,807 234,936 129,534 0.0043 0.4361 9,757,805 Oct-07 102 137,750 97,186 23,086,621 234,936 128,769 0.0043 0.4378 9,912,968 Nov-07 103 137,173 97,763 22,988,857 234,936 128,008 0.0043 0.4395 10,069,631 Dec-07 104 136,592 98.344 22,890,513 234,936 127,252 0.0042 0.4411 10,227,806 Jan-08 105 136,008 98,929 22,791,584 234,936 126,501 0.0042 0.4428 10,387,505 Feb-08 106 135,420 99,516 22,692,068 234,936 125,754 0.0042 0.4443 10,548,740 Mar-08 107 134,829 100,108 22,591,960 234,936 125,011 0.0042 0.4459 10,711,525 Apr-08 108 134,234 100,703 22,491,258 234,936 124,272 0.0041 0.4474 10,875,872 May-08 109 133,636 101,301 22,389,957 234,936 123,538 0.0041 0.4489 11,041,794 Jun-08 110 133,034 101,903 22,288,054 234,936 122,809 0.0041 0.4503 11,209,303 Jul-08 111 132,428 102,508 22,185,546 234,936 122,083 0.0041 0.4517 11,378,413 Aug-08 112 131,819 103,117 22,082,429 234,936 121,362 0.0040 0.4531 11,549,137 Sep-08 113 131,206 103,730 21,978,699 234,936 120,645 0.0040 0.4544 11,721,488 Oct-08 114 130,590 104,346 21,874,352 234,936 119,933 0.0040 0.4557 11,895,480 Nov-08 115 129,970 104,966 21,769,386 234,936 119,224 0.0040 0.4570 12,071,125 Dec-08 116 129,346 105,590 21,663,796 234,936 118,520 0.0040 0.4583 12,248,438 Jan-09 117 128,719 106,217 21,557,579 234,936 117,820 0.0039 0.4595 12,427,431 Feb-09 118 128,088 106,848 21,450,730 234,936 117,124 0.0039 0.4607 12,608,119 Mar-09 119 127,453 107,483 21,343,247 234,936 116,432 0.0039 0.4618 12,790,516 Apr-09 120 126,814 108,122 21,235,125 234,936 115,745 0.0039 0.4630 12,974,635 May-09 121 126,172 108,764 21,126,361 234,936 115,061 0.0038 0.4641 13,160,490 Jun-09 122 125,526 109,411 21,016,950 234,936 114,381 0.0038 0.4651 13,348,096 Jul-09 123 124,876 110,061 20,906,889 234,936 113,706 0.0038 0.4662 13,537,467 Aug-09 124 124,222 110,715 20,796,175 234,936 113,034 0.0038 0.4672 13,728,617 Sep-09 125 123,564 111,372 20,684,802 234,936 112,367 0.0037 0.4682 13,921,560 Oct-09 126 122,902 112,034 20,572,768 234,936 111,703 0.0037 0.4691 14,116,311 Nov-09 127 122,237 112,700 20,460,068 234,936 111,043 0.0037 0.4701 14,312,886 Dec-09 128 121,567 113,370 20,346,698 234,936 110,387 0.0037 0.4710 14,511,298 Jan-10 129 120,893 114,043 20,232,655 234,936 109,735 0.0037 0.4719 14,711,562 Feb-10 130 120,216 114,721 20,117,935 234,936 109,087 0.0036 0.4727 14,913,694 Mar-10 131 119,534 115,402 20,002,532 234,936 108,443 0.0036 0.4735 15,117,708 Apr-10 132 118,848 116,088 19,886,444 234,936 107,802 0.0036 0.4743 15,323,621 May-10 133 118,159 116,778 19,769,666 234,936 107,165 0.0036 0.4751 15,531,447 Jun-10 134 117,465 117,472 19,652,195 234,936 106,532 0.0036 0.4758 15,741,201 Jul-10 135 116,767 118,170 19,534,025 234,936 105,903 0.0035 0.4766 15,952,899 Aug-10 136 116,065 118,872 19,415,153 234,936 105,278 0.0035 0.4773 16,166,558 Sep-10 137 115,358 119,578 19,295,575 234,936 104,656 0.0035 0.4779 16,382,192 Oct-10 138 114,648 120,289 19,175,287 234,936 104,038 0.0035 0.4786 16,599,818 Nov-10 139 113,933 121,003 19,054,284 234,936 103,423 0.0034 0.4792 16,819,452 Dec-10 140 113,214 121,722 18,932,561 234,936 102,812 0.0034 0.4798 17,041,110 Jan-11 141 112,491 122,445 18,810,116 234,936 102,205 0.0034 0.4804 17,264,808 Feb-11 142 111,763 123,173 18,686,943 234,936 101,601 0.0034 0.4809 17,490,563 Mar-11 143 111,032 123,905 18,563,038 234,936 101,001 0.0034 0.4814 17,718,391 Apr-11 144 110,295 124,641 18.438,397 234,936 100,405 0.0033 0.4819 17,948,309 May-11 145 109,555 125,382 18,313,015 234,936 99,812 0.0033 0.4824 18,180,333 Jun-11 146 108,810 126,127 18,186,889 234,936 99,222 0.0033 0.4829 18,414,481 Jul-11 147 108,060 126,876 18,060,013 234,936 98,636 0.0033 0.4833 18,650,770 Aug-11 148 107,307 127,630 17,932,383 234,936 98,053 0.0033 0.4837 18,889,216 Sep-11 149 106,548 128,388 17,803,995 234,936 97,474 0.0032 0.4841 19,129,838 Oct-11 150 105,785 129,151 17,674,844 234,936 96,899 0.0032 0.4845 19,372,652 Nov-11 151 105,018 129,918 17,544,925 234,936 96,326 0.0032 0.4848 19,617,676 Dec-11 152 104,246 130,690 17,414,235 234,936 95,757 0.0032 0.4852 19,864,928 Jan-12 153 103,470 131,467 17,282,768 234,936 95,192 0.0032 0.4855 20,114,426 Feb-12 154 102,688 132,248 17,150,520 234,936 94,629 0.0032 0.4858 20,366,187 Mar-12 155 101,903 133,034 17,017,487 234,936 94,070 0.0031 0.4860 20,620,230 Apr-12 156 101,112 133,824 16,883,662 234,936 93,515 0.0031 0.4863 20,876,753 May-12 157 100,317 134,619 16,749,043 234,936 92,962 0.0031 0.4865 21,135,234 Jun-12 158 99,517 135,419 16,613,624 234,936 92,413 0.0031 0.4867 21,396,231 Jul-12 159 98,713 136,224 16,477,400 234,936 91,868 0.0031 0.4869 21,659,584 - ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------- Aug-12 160 97,903 137,033 16,340,397 234,936 91,325 0.0030 0.4871 21,396,231 Sep-12 161 97,089 137,847 16,202,520 234,936 90,785 0.0030 0.4872 21,193,432 Oct-12 162 96,270 138,666 16,063,853 234,936 40,249 0.0030 0.4873 22,463,964 Nov-12 163 95,446 139,490 15,924,363 234,936 89,716 0.0030 0.4875 22,736,928 Dec-12 164 94,617 140,319 15,784,044 234,936 89,186 0.0030 0.4875 23,012,342 Jan-13 165 93,784 141,153 15,642,891 234,936 88,659 0.0030 0.4876 23,290,772 Feb-13 166 92,945 141,992 15,500,899 234,936 88,136 0.0029 0.4877 23,570,601 Mar-13 167 92,101 142,835 15,358,064 234,936 87,615 0.0029 0.4877 23,853,485 Apr-13 168 91,252 143,684 15,214,380 234,936 87,098 0.0029 0.4877 24,138,899 May-13 169 90,399 144,538 15,069,842 234,936 86,583 0.0029 0.4878 24,426,862 Jun-13 170 89,540 145,396 14,924,446 234,936 86,072 0.0029 0.4877 24,717,394 Jul-13 171 88,676 146,260 14,778,186 234,936 85,563 0.0029 0.4877 25,010,517 Aug-13 172 87,807 147,129 14,631,056 234,936 85,058 0.0028 0.4877 25,306;251 Sep-13 173 86,933 148,004 14,483,053 234,936 84,556 0.0028 0.4876 25,604,615 Oct-13 174 86,053 148,883 14,334,170 234,936 84,056 0.0028 0.4875 25,905,633 Nov-13 175 85,169 149,768 14,184,402 234,936 83,560 0.0028 0.4874 26,209,323 Dec-13 176 84,279 150,657 14,033,745 234,936 83,066 0.0028 0.4873 26,515,707 Jan-14 177 83,384 151,553 13,882,192 234,936 82,576 0.0028 0.4872 26,824,807 Feb-14 178 82,483 152,453 13,729,739 234,936 82,088 0.0027 0.4871 27,136,644 Mar-14 179 81,578 153,359 13,576,380 234,936 81,603 0.0027 0.4869 27,451,240 Apr-14 180 80,666 154,270 13,422,110 234,936 81,121 0.0027 0.4867 27,768,616 May-14 181 79,750 155,187 13,266,923 234,936 80,642 0.0027 0.4865 28,088,795 Jun-14 182 78,828 156,109 13,110,815 234,936 80,166 0.0027 0.4863 28,411,798 Jul-14 183 77,900 157,036 12,953,778 234,936 79,692 0.0027 0.4861 28,737,648 Aug-14 184 76,967 157,969 12,795,809 234,936 79,221 0.0026 0.4859 29,066,367 Sep-14 185 76,028 158,908 12,636,901 234,936 78,753 0.0026 0.4856 29,397,977 Oct-14 186 75,084 159,852 12,477,049 234,936 78,288 0.0026 0.4854 29,732,502 Nov-14 187 74,134 160,802 12,316,247 234,936 77,826 0.0026 0.4851 30,069,965 Dec-14 188 73,179 161,757 12,154,489 234,936 77,366 0.0026 0.4848 30,410,388 Jan-15 189 72,218 162,718 11,991,771 234,936 76,909 0.0026 0.4845 30,753,795 Feb-15 190 71,251 163,685 11,828,086 234,936 76,455 0.0025 0.4842 31,100,209 Mar-15 191 70,279 164,658 11,663,428 234,936 76,003 0.0025 0.4839 31,449,654 Apr-15 192 69,300 165,636 11,497,791 234,936 75,554 0.0025 0.4835 31,802,154 May-15 193 68,316 166,620 11,331,171 234,936 75,108 0.0025 0.4832 32,157,732 Jun-15 194 67,326 167,610 11,163,561 234,936 74,664 0.0025 0.4828 32,516,413 Jul-15 195 66,330 168,606 10,994,954 234,936 74,223 0.0025 0.4825 32,878,221 Aug-15 196 65,328 169,608 10,825,346 234,936 73,785 0.0025 0.4821 33,243,180 Sep-15 197 64,321 170,616 10,654,731 234,936 73,349 0.0024 0.4817 33,611,316 Oct-15 198 63,307 171,630 10,483,101 234,936 72,916 0.0024 0.4812 33,982,653 Nov-15 199 62,287 172,649 10,310,452 234,936 72,485 0.0024 0.4808 34,357,216 Dec-15 200 61,261 173,675 10,136,777 234,936 72,057 0.0024 0.4804 34,735,030 Jan-16 201 60,229 174,707 9,962,069 234,936 71,632 0.0024 0.4799 35,116,121 Feb-16 202 59,191 175,745 9,786,324 234,936 71,208 0.0024 0.4795 35,500,514 Mar-16 203 58,147 176,789 9,609,535 234,936 70,788 0.0024 0.4790 35,888,236 Apr-16 204 57,097 177,840 9,431,695 234,936 70,370 0.0023 0.4785 36,279,312 May-16 205 56,040 178,896 9,252,799 234,936 69,954 0.0023 0.4780 36,673,768 Jun-16 206 54,977 179,959 9,072,839 234,936 69,541 0.0023 0.4775 37,071,630 Jul-16 207 53,908 181,029 8,891,811 234,936 69,130 0.0023 0.4770 37,472,926 Aug-16 208 52,832 182,104 8,709,707 234,936 68,722 0.0023 0.4765 37,877,682 Sep-16 209 51,750 183,186 8,526,520 234,936 68,316 0.0023 0.4759 38,285,925 Oct-16 210 50,662 184,275 8,342,246 234,936 67,912 0.0023 0.4754 38,697,682 Nov-16 211 49,567 185,370 8,156,876 234,936 67,511 0.0023 0.4748 39,112,980 Dec-16 212 48,465 186,471 7,970,405 234,936 67,113 0.0022 0.4743 39,531,847 Jan-17 213 47,357 187,579 7,782,826 234,936 66,716 0.0022 0.4737 39,954,311 Feb-17 214 46,243 188,693 7,594,133 234,936 66,322 0.0022 0.4731 40,380,400 Mar-17 215 45,122 189,815 7,404,318 234,936 65,930 0.0022 0.4725 40,810,141 Apr-17 216 43,994 190,942 7,213,376 234,936 65,541 0.0022 0.4719 41,243,564 May-17 217 42,859 192,077 7,021,299 234,936 65,154 0.0022 0.4713 41,680,696 Jun-17 218 41,718 193,218 6,828,081 234,936 64,769 0.0022 0.4707 42,121,567 Jul-17 219 40,570 194,366 6,633,714 234,936 64,386 0.0021 0.4700 42,566,206 Aug-17 220 39,415 195,521 6,438,193 234,936 64,006 0.0021 0.4694 43,014,641 Sep-17 221 38,254 196,683 6,241,510 234,936 63,628 0.0021 0.4687 43,466,903 - ----------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------- Oct-17 222 37,085 197,851 6,043,659 234,936 63,252 0.0021 0.4681 43,923,020 Nov-17 223 35,909 199,027 5,844,632 234,936 62,879 0.0021 0.4674 44,383,023 Dec-17 224 34,727 200,210 5,644,422 234,936 62,507 0.0021 0.4667 44,846,942 Jan-18 225 33,537 201,399 5,443,023 234,936 62,138 0.0021 0.4660 45,314,806 Feb-18 226 32,341 202,596 5,240,427 234,936 61,771 0.0021 0.4653 45,786,648 Mar-18 227 31,137 203,800 5,036,628 234,936 61,406 0.0020 0.4646 46,262,496 Apr-18 228 29,926 205,010 4,831,617 234,936 61,043 0.0020 0.4639 46,742,383 May-18 229 28,708 206,229 4,625,389 234,936 60,683 0.0020 0.4632 47,226,339 Jun-18 230 27,483 207,454 4,417,935 234,936 60,324 0.0020 0.4625 47,714,396 Jul-18 231 26,250 208,687 4,209,249 234,936 59,968 0.0020 0.4618 48,206,586 Aug-18 232 25,010 209,926 3,999,322 234,936 59,614 0.0020 0.4610 48,702,940 Sep-18 233 23,763 211,174 3,788,148 234,936 59,262 0.0020 0.4603 49,203,490 Oct-18 234 22,508 212,429 3,575,720 234,936 58,912 0.0020 0.4595 49,708,269 Nov-18 235 21,246 213,691 3,362,029 234,936 58,564 0.0020 0.4587 50,217,310 Dec-18 236 19,976 214,960 3,147,069 234,936 58,218 0.0019 0.4580 50,730,645 Jan-19 237 18,699 216,238 2,930,831 234,936 57,874 0.0019 0.4572 51,248,307 Feb-19 238 17,414 217,522 2,713,309 234,936 57,532 0.0019 0.4564 51,770,330 Mar-19 239 16,122 218,815 2,494,494 234,936 57,192 0.0019 0.4556 52,296,747 Apr-19 240 14,821 220,115 2,274,379 234,936 56,853 0.0019 0.4548 52,827,592 May-19 241 13,514 221.423 2,052,956 234,936 56,519 0.0019 0.4540 53,362,898 Jun-19 242 12,1988 222,738 1,830,218 234,936 56,185 0.0019 0.4532 53,902,701 Jul-19 243 10,875 224,062 1,606,156 234,936 55,853 0.0019 0.4524 54,447,035 Aug-19 244 9,543 225,393 1,380,763 234,936 55,523 0.0019 0.4516 54,995,934 Sep-19 245 8,204 226,732 1,154,030 234,936 55,195 0.0018 0.4508 55,549,434 Oct-19 246 6,857 228,090 925,951 234,936 54,869 0.0018 0.4499 56,107,570 Nov-19 247 5,502 229,435 696,516 234,936 54,545 0.0018 0.4491 56,670,377 Dec-19 248 4,138 230,798 465,718 234,936 54,223 0.0018 0.4482 57,237,892 Jan-20 249 2,767 232,169 233,549 234,936 53,903 0.0018 0.4474 57,810,149 Feb-20 250 1,388 233,549 0 234,936 53,584 0.0018 0.4465 58,387,187 $30,000,000 $30,000,000 1.00 97.65 $4,740,629,438 - --------------------------------------------------------------------------------------------------------------------
FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "Lease") is made as of the 31st day of May, 2002 between HEWITT PROPERTIES IV LLC, an Illinois limited liability company, having its principal office at 100 Half Day Road, Lincolnshire, Illinois 60069 (the "Landlord"), and HEWITT ASSOCIATES LLC, an Illinois limited liability company, having its principal office at 100 Half Day Road, Lincolnshire, Illinois 60069 (the "Tenant"). W I T N E S S E T H: Landlord and Tenant have entered into that certain Lease Agreement dated as of April 22, 1999 ("Lease") for approximately 97 acres situated in Orlando, Florida, County of Orange and legally described on Exhibit A attached hereto and made a part hereof (the "Land"), together with all improvements located thereon. All capitalized terms used herein and not otherwise defined shall have the definition provided to them in the Lease. Contemporaneously with the execution of the Lease, Landlord issued $85,000,000 of its Secured Credit Tenant Notes due 2020 (the "Notes") pursuant to a Note Purchase Agreement (the "Original Note Agreement") which Notes and obligations are secured in substantial part by the Lease. Landlord and the holders of the Notes are amending the Original Note Agreement and in connection therewith desire to amend the Lease as set forth herein. 1. Definition of Note Amendment. The term "Note Agreement" as used in the Lease as amended hereby and as may be further amended or modified shall mean that certain Note Purchase Agreement dated as of April 22, 1999 among Landlord, Tenant and the Purchasers (as such term is defined in the Note Purchase Agreement) and any and all existing and future modifications, amendments and/or supplements thereto. 2. Choice of Law and Interpretation. This Amendment shall be governed by the internal law of the State of Illinois, without considering such state's choice of law rules. 3. Conflict. In the event of any conflict between the terms of this Amendment and the language of the Lease, the terms of this Amendment shall control. 4. Counterpart. This Amendment may be executed in two or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. 5. Lease Terms Unmodified. Except as set forth above, the Lease shall remain unmodified and in full force and effect. 28 IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written. LANDLORD: HEWITT PROPERTIES III LLC By:/s/ C. L. Connolly III ----------------------------------- Title: Authorized Representative TENANT: HEWITT ASSOCIATES LLC By:/s/ C. L. Connolly III ----------------------------------- Title: Authorized Representative 29