OFFICE LEASE AGREEMENT BY AND BETWEEN HINES REIT AIRPORT CORPORATE CENTER LLC, AS LANDLORD AND NCL (BAHAMAS) LTD. D/B/A NORWEGIAN CRUISE LINE, AS TENANT

          (b) If the Commencement Date is other than the first day of a calendar month, then the installments of Base Rental and Tenant’s Forecast Additional Rental for such month shall be prorated and the installment or installments so prorated shall be paid in advance. Said installments for such prorated month shall be calculated by multiplying the equal monthly installment by a fraction, the numerator of which shall be the number of days of the Lease Term occurring during said commencement month, and the denominator of which shall be the total number of days in the commencement month. If the Lease Term commences or expires on a day other than the first day of a calendar year, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental (as defined hereinafter) shall be prorated for such commencement or expiration year, as the case may be, by multiplying Tenant’s Forecast Additional Rental and Tenant’s Additional Rental by a fraction, the numerator of which shall be the number of whole and partial months of the Lease Term during the commencement or expiration year, as the case may be, and the denominator of which shall be twelve (12). In such event Tenant’s Additional Rental Adjustment shall be made as soon as reasonably possible after the termination of this Lease.

          (c) For purposes hereof, the term “Rental” shall mean and collectively refer to the Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment and all other sums payable by Tenant hereunder. Tenant agrees to pay all Rental at the times and in the manner provided in this Lease, without abatement, demand, notice, setoff, deduction or counterclaim (except as may be otherwise expressly provided herein with respect to any of the foregoing), and all sums payable under this Lease by Tenant shall be deemed to be Rental due and owing hereunder. All Rental shall bear interest from the fifth (5^th) day after the date due thereof until paid at the lesser of (i) a per annum rate equal to the “prime rate” announced by Chase Manhattan Bank, New York, New York, or its successor (or if the “prime rate” is discontinued, the rate announced as that being charged to the most creditworthy commercial borrowers) plus two percent (2%) or (ii) the maximum interest rate per annum allowed by law.

          (d) Notwithstanding anything to the contrary, provided Tenant is not in default under this Lease beyond any applicable notice or cure period at the time that abatement is otherwise scheduled to occur (or if default exists, then upon cure):

	(i)		Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental Adjustment shall be abated as to the ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Premises for the period commencing on [**] [Confidential Treatment] for the Building 10 Sixth Floor Premises [**] [Confidential Treatment] thereafter; and
	(ii)		Base Rental (but not Tenant’s Forecast Additional Rental nor Tenant’s Additional Rental Adjustment) shall be abated for the [**] [Confidential Treatment]. The abatement provided in this subparagraph (ii) shall apply to the entire Leased Premises described in Section 1.1(b) hereof (including the Building 10 Sixth Floor Premises and the Ground Floor Suite) but shall not apply to any space added to the Leased Premises subsequent to the Effective Date nor to any renewal or extension of the initial Lease Term.

     2.2 Base Rental. Throughout the full Lease Term, Tenant hereby agrees to pay a base annual rental (the “Base Rental”) in accordance with the schedule attached hereto as Exhibit I, as such amount may be adjusted from lease year to lease year pursuant to the terms of this Lease.

     2.3 Additional Rental.

     (a) Commencing with the calendar year in which the Commencement Date occurs and continuing thereafter for each calendar year during the full Lease Term, Landlord shall present to Tenant prior to the beginning of said calendar year (or for the calendar year in which the Lease Term commences, on or before the Commencement Date) a statement of Tenant’s Forecast Additional Rental. Landlord’s failure to deliver such a statement of Tenant’s Forecast Additional Rental shall not operate to excuse Tenant from the payment of the

monthly installment of Tenant’s Forecast Additional Rental due under Section 2.1(a). Rather, Tenant shall continue to pay the monthly installment of Tenant’s Forecast Additional Rental based on Landlord’s most recent calculation thereof until such a statement is delivered to Tenant, with such statement being applied retroactively to the beginning of the calendar year and Tenant making up any under payments (or Landlord refunding any overpayment or affording Tenant a credit against the next ensuing Rental obligations) immediately upon its receipt of such statement. Landlord may, from time to time, recalculate Tenant’s Forecast Additional Rental in order to more accurately reflect Landlord’s good faith estimate of Tenant’s Additional Rental, and Tenant shall commence paying the recalculated Tenant’s Forecast Additional Rental, in accordance with Section 2.1(a) hereof, upon the later of the next monthly payment date of Rental or ten (10) days after receiving notice thereof.

          (b) As used herein, “Tenant’s Forecast Additional Rental” shall mean Landlord’s reasonable estimate of Tenant’s Additional Rental for the coming calendar year (or, in the calendar year in which the Lease Term commences, for such calendar year).

          (c) As part of Tenant’s Additional Rental, Tenant shall be responsible for paying its pro rata share of the Operating Expenses of each Building for each calendar year. For purposes hereof, “Tenant’s Additional Rental” for each year shall mean Tenant’s Percentage Share (as defined hereinafter) of the Operating Expenses for each Building for such calendar year. As used herein, “Tenant’s Percentage Share” shall be determined separately for each Building and shall mean a fraction, the numerator of which is the total number of Rentable Square Feet within the Leased Premises within the applicable Building and the denominator of which is the greater of (i) ninety-five percent (95%) of the total Rentable Square Feet in such Building, or (ii) the total Rentable Square Feet in such Building actually leased or occupied by tenants.

          (d) Landlord shall use reasonable efforts to provide Tenant, within ninety (90) days after the end of the calendar year in which the Commencement Date occurs and of each calendar year thereafter during the Lease Term, with a statement detailing the Operating Expenses for each such calendar year (the “Annual Operating Expense Statement”) and a statement prepared by Landlord comparing Tenant’s Forecast Additional Rental with Tenant’s Additional Rental. Separate statements shall be provided as to Building 10 and Building 11. In the event that Tenant’s Forecast Additional Rental exceeds Tenant’s Additional Rental for said calendar year, Landlord shall pay Tenant (at Tenant’s option, in the form of a credit against rentals next due or in the form of Landlord’s check) an amount equal to such excess. In the event that the Tenant’s Additional Rental exceeds Tenant’s Forecast Additional Rental for said calendar year, Tenant shall pay Landlord, within thirty (30) days of receipt of the statement, an amount equal to such difference (“Tenant’s Additional Rental Adjustment”). Landlord shall not be permitted to make a subsequent adjustment in Annual Operating Expenses for further back than the calendar year preceding the calendar year for which the most recent Annual Operating Expense Statement was furnished except to the extent attributable to bills or invoices received by Landlord after the Annual Operating Expense Statement for such year was prepared.

          (e) Tenant, at Tenant’s sole cost and expense, shall have the right, to be exercised by written notice given to Landlord within one hundred fifty (150) days after receipt of the Annual Operating Expense Statement for any calendar year, to audit Landlord’s books and records pertaining only to the Operating Expenses for such calendar year, provided such audit must commence within sixty (60) days after Tenant’s notice to Landlord and thereafter proceed diligently and continuously to conclusion and, provided, further, that such audit must be conducted by (i) a nationally recognized independent public accounting firm; or (ii) other well-established accounting firm acceptable to Landlord and in a manner that does not unreasonably interfere with the conduct of Landlord’s business. Notwithstanding the foregoing, Tenant shall not have the right to audit Landlord’s books and records regarding the Operating Expenses for any calendar year at any time when Tenant is in monetary default beyond any applicable cure period under the terms of this Lease. Landlord agrees to cooperate in good faith with Tenant in the conduct of any such audit. Tenant (and its agents, employees and accountants) shall use good faith efforts to hold the results of such audits in strict confidence and not disclose the same to any third party, except as is necessary during any dispute between Landlord and Tenant related thereto or as required by law. A copy of the results of any such audit shall be promptly provided to Landlord, and Landlord may conduct an independent review of the same. If there is any disagreement regarding the results of any such audit, the parties shall select a third party auditor to resolve the dispute. Tenant shall not employ any person or entity to audit Landlord’s books and records whose compensation is based, in whole or in part, on a contingency fee or the results of the audit. If it is ultimately determined by agreement of Landlord and Tenant or through final court decision that Tenant’s Additional Rent for

any calendar year is less than the Tenant’s Additional Rent as shown in the Annual Operating Expense Statement furnished by Landlord to Tenant, at Tenant’s option, Landlord shall credit the overpayment to future rent payments or shall promptly refund the overpayment to Tenant, and, if Tenant’s Additional Rent was overstated by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable actual costs incurred by Tenant in engaging the accounting firm to render the audit.

     2.4 Operating Expenses.

          (a) “Operating Expenses” for each calendar year, shall consist of (i) all Operating Costs (as defined hereinafter) for Property 11 and Property 10, and (ii) an amount equal to the sum of the total ownership, management, maintenance, repair, replacement and operating costs accruing during each such calendar year for other portions of the Project that are designated or maintained from time to time as common areas, including those areas which are for the benefit of the occupants of the Project whether or not so designated or maintained as common areas (net of any contribution received from time to time from the owners of the other portions of the Project for such expenses), including, without limitation, any amounts imposed upon Property 11 and Property 10 pursuant to the Declaration.

          (b) For the purposes of this Lease, “Operating Costs” shall mean all expenses, costs and accruals (excluding therefrom, however, specific costs billed to or otherwise incurred for the particular benefit of specific tenants of the Buildings) of every kind and nature, computed on an accrual basis, incurred or accrued in connection with, or relating to, the ownership, operation, management, maintenance, repair and replacement of the Buildings during each calendar year, including, but not limited to, the following:

	(i)		wages and salaries, including taxes, insurance and benefits, of all on and off-site employees engaged in operations, management, maintenance, repair, replacement or access control (including, without limitation, the senior property manager and the senior accountant), as reasonably allocated by landlords and rent for, and expenses associated with, the Project’s management office;
	(ii)		cost of all supplies, tools, equipment and materials to the extent used in operations, management, maintenance, repairs or replacements, as reasonably allocated by Landlord;
	(iii)		cost of all utilities, including, but not limited to, the cost of electricity, the cost of water and the cost of power for heating, lighting, air conditioning and ventilating;
	(iv)		the cost of trash and garbage removal, cleaning, vermin extermination and debris removal, and other services;
	(v)		cost related to and fees payable under all maintenance, management and service agreements, including, but not limited to, a management fee contribution equal to three percent (3%) of the gross revenues of the Buildings (and excluding any other management fee in excess thereof);
	(vi)		costs related to those agreements related to access control services, garage operations, window cleaning, elevator maintenance, janitorial service, pest control and landscaping maintenance;
	(vii)		cost of inspections, repairs, maintenance and replacements (except to the extent covered by proceeds of insurance); provided, however, any contrary provision in this Section 2.4 notwithstanding, the cost of capital repairs and replacements (other than those contemplated by Section 2.4(b) (ix)) shall be limited to an aggregate of [**] [Confidential Treatment] per event (and without subcategories) and shall be amortized over such reasonable period of time as Landlord shall determine and only the portion of such costs allocable to any calendar year (plus interest on the

			unpaid balance of such costs) may be included in the Operating Costs for such calendar year;
	(viii)		the cost of legal and accounting services incurred by Landlord relating to management and maintenance of the Project but not including any such expenses related to leasing of space in the Project;
	(ix)		amortization of the cost over the useful life as determined by GAAP (plus interest on the unpaid balance of such costs) of any system, apparatus, device, or equipment which is installed for the principal purpose of (i) reducing Operating Expenses, (ii) promoting safety, or (iii) complying with governmental requirements which are first imposed or enforced after Tenant’s initial occupancy of the applicable premises;
	(x)		the cost of all insurance, including, but not limited to, the cost of casualty, rental loss and liability insurance, and insurance on Landlord’s personal property, plus the cost of all deductible and co-insurance payments made by Landlord in connection therewith or in connection with any damage or casualty; provided, however, with respect to any calendar year in which a casualty loss occurs, in lieu of paying Tenant’s Percentage Share of the deductible in a lump sum cash payment, Tenant may amortize Tenant’s payment obligation [**] [Confidential Treatment]. Such amortization shall require payments of equal monthly installments sufficient to pay in full the amount amortized and the finance charge over the amortization term. To be entitled to such right of amortization, Tenant shall be obligated to provide Landlord with a letter of credit equal to the amount to be amortized, in form and substance acceptable to Landlord and issued by a financial institution acceptable to Landlord (which letter of credit may be reduced annually to the remaining balance of Tenant’s obligation);
	(xi)		amounts due under easements, operating agreements, parking operating agreements, declarations (including the Declaration), covenants or instruments encumbering Parcel 11 and Parcel 10;
	(xii)		subject to Section 2.4(b)(vii) with respect to capital repairs and capital replacements, cost of maintaining, striping, repairing, replacing, repaving and lighting grounds, streets, parking areas, sidewalks, curbs, walkways, landscaping, drainage and lighting facilities with respect to Parcel 10 or Parcel 11; and
	(xiii)		all taxes, assessments and governmental charges, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Land, Buildings, Project, Parking Areas and related common areas or by others subsequently created or otherwise, and any other taxes, assessments and governmental charges attributable to the Land, Buildings, Project, Parking Areas and that portion of the common areas or their operation, excluding, however, taxes and assessments attributable to the personal property of other tenants, federal and state taxes on income, death taxes, franchise taxes, and any taxes imposed or measured on or by the income of Landlord from the operation of the Buildings or imposed in connection with any change of ownership of the Buildings; provided, however, that if at any time during the Lease Term, the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on

real estate and the improvements thereon shall be discontinued and as a substitute therefor, or in lieu of or in addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed or imposed, wholly or partially, as a capital levy or otherwise, on the rents received from the Buildings or the rents reserved herein or any part thereof, then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed with respect to the Buildings, shall be deemed to be included within the Operating Costs. Tenant acknowledges and agrees that Landlord shall have the exclusive right to contest, protest and/or appeal taxes, assessments, levies, impositions on the Project, including the Buildings. Consultation, legal fees and costs resulting from any challenge of tax assessments as reasonably allocated by Landlord shall also be included in Operating Costs; provided, however, if Landlord does not intend to appeal the tax assessments with respect to either Parcel, Landlord shall do so if Tenant so requests in writing and agrees to pay all fees and costs in connection therewith (subject to reimbursement for such payments to the extent of any tax savings resulting from such appeal for the year for which the appeal was made). Tenant will be responsible for ad valorem taxes on its personal property and on the value of the Leasehold Improvements in the Leased Premises to the extent that the same exceed the Tenant Improvement Allowance (and if the taxing authorities do not separately assess Tenant’s Leasehold Improvements, Landlord may make a reasonable allocation of the ad valorem taxes allocated to the Buildings to give effect to this sentence). In the case of special taxes and assessments which may be payable in installments, only the amount of each installment accruing during a calendar year shall be included in the Operating Costs for such year.

          (c) Notwithstanding any language contained herein to the contrary, as to Building 10 Tenant hereby agrees that, during any calendar year in which the Building is less than 95% occupied, Landlord shall compute all Variable Operating Costs (as defined hereinafter) for such Building for such calendar year as though such Building were 95% occupied and provided with Building Standard Services. For purposes of this Lease, the term “Variable Operating Costs” shall mean any operating cost that is variable with the level of occupancy of a Building, in Landlord’s commercially reasonable judgment. In the event that Landlord excludes from Operating Costs any specific costs billed to or otherwise incurred for the particular benefit of specific tenants of a Building or to other buildings or projects on the Land, Landlord shall have the right to increase Operating Costs by an amount equal to the cost of providing Building Standard Services similar to the services for which such excluded specific costs were billed or incurred. In no event shall Landlord receive from all tenants of a Building more than one hundred percent (100%) of any Operating Costs.

          (d) Notwithstanding any language contained herein to the contrary, Landlord hereby agrees that Operating Expenses shall not include those items set forth on Exhibit F attached hereto.

     2.5 Security Deposit. Tenant, concurrently with the execution of this Lease, has delivered to Landlord a clean, irrevocable letter of credit (the “Letter of Credit”) established in Landlord’s (and its successors’ and assigns’) favor in the amount of [**] [Confidential Treatment] (the “Letter of Credit Amount”), issued by a federally insured banking or lending institution acceptable to Landlord in the form of Exhibit H attached hereto as a security deposit (the “Security Deposit”). The Letter of Credit specifically provides for partial draws and shall by its terms be transferable by the beneficiary thereunder. If Tenant fails to make any payment of Rental, or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s option, may make a demand for payment under the Letter of Credit in an amount equal to the amounts then due and owing to Landlord under this Lease. In the event that Landlord draws upon the Letter of Credit or if at any time Landlord determines in its reasonable discretion that the issuer of the Letter of Credit is not acceptable, Tenant shall present to Landlord a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this paragraph issued by a financial institution acceptable to Landlord (in its reasonable opinion), and in substantially the same form as Exhibit H within twenty (20) days after receipt of notice from Landlord of such draw or of Landlord’s determination that the issuer is no longer acceptable. If Tenant shall fail to do so within such twenty (20) day period Landlord shall immediately be entitled to draw the entire amount of the Letter of Credit and hold the proceeds as a

cash security deposit. In the event that the Letter of Credit has an expiration date earlier than the expiration date of this Lease and Tenant has not presented to Landlord a replacement Letter of Credit which complies with the terms and conditions of the Lease on or before thirty (30) days prior to the expiration date of any such Letter of Credit then held by Landlord, then Landlord shall have the right to draw upon the Letter of Credit then held by Landlord and any such amount paid to Landlord by the issuer of the Letter of Credit shall be held by Landlord as security for the performance of Tenant’s obligations hereunder. Any interest earned on any proceeds of the Letter of Credit shall be the property of Landlord. If Landlord elects to draw under the Letter of Credit and to hold the proceeds of the drawing under the Letter of Credit as a cash security deposit, such action shall not be deemed a cure of any default by Tenant hereunder (other than the failure to deliver a replacement letter of credit) but, upon delivery of an acceptable replacement letter of credit, Landlord shall release the cash proceeds then held by Landlord to Tenant. Tenant acknowledges that any proceeds of a draw made under the Letter of Credit and thereafter held by Landlord may be used by Landlord to cure or satisfy any obligation of Tenant hereunder as if such proceeds were instead proceeds of a draw made under a Letter of Credit that remained outstanding and in full force and effect at the time such amounts are applied by Landlord to cure or satisfy any such obligation of Tenant. Tenant hereby affirmatively disclaims any interest Tenant has, may have, claims to have, or may claim to have in any proceeds drawn by Landlord under the Letter of Credit and held in accordance with the terms hereof. Without limiting the generality of the foregoing, Tenant expressly acknowledges and agrees that at the end of the Lease Term (whether by expiration or earlier termination hereof), and if Tenant is not then in default under this Lease, Landlord shall return to the issuer of the Letter of Credit or its successor (or as such issuer may direct in writing) any remaining and unapplied proceeds of any prior draws made under the Letter of Credit, and Tenant shall have no rights, residual or otherwise, in or to such proceeds. On February 1, 2010 and on February 1 of each of the four calendar years thereafter, Tenant shall be entitled to reduce the Letter of Credit by [**] [Confidential Treatment] provided that Tenant is not then in default under this Lease beyond any applicable notice or cure period. In no event, however, shall the Letter of Credit Amount be reduced below [**] [Confidential Treatment]. Any reduction permitted hereby shall be accomplished by Tenant’s delivery of a replacement letter of credit in the required amount approved by Landlord as to form and issuing bank (and otherwise in compliance with the provisions of this Section 2.5 and in substantially the same form as the Letter of Credit being replaced). Simultaneously upon receipt of an acceptable replacement letter of credit, Landlord shall return to Tenant the Letter of Credit then held by Landlord.

     Landlord shall release the letter of credit in the amount of [**] [Confidential Treatment], which Landlord is holding pursuant to the Original Lease, upon receipt of the Letter of Credit required hereunder.

     2.6 Sales Tax. Simultaneously with each payment by Tenant of Base Rental, Tenant’s Additional Rental and any other amount due pursuant to this Lease, Tenant shall also pay to Landlord all applicable sales tax, use tax or other tax imposed by any governmental entity thereon. Such tax shall be collectable by Landlord and payment thereof shall be enforced in the same manner provided herein for enforcing payment of Base Rental and Tenant’s Additional Rental.

     2.7 Guaranty. Tenant shall cause NCL Corporation Ltd., a Bermuda corporation, to duly execute and deliver a Guaranty of this Lease in the form of Exhibit M hereto and to maintain such Guaranty in full force and effect during the entire Lease Term and any renewals or extensions thereof.

ARTICLE III

     3.1 Services. Landlord shall furnish the following services to Tenant during the Lease Term (“Building Standard Services”):

          (a) Hot and cold domestic water to common use restrooms and toilets, in such amounts as are customary in other Class A office buildings in the Airport/Miami-Dade submarket (“Comparable Buildings”).

          (b) Subject to curtailment as required by governmental laws, rules or mandatory regulations, central heat and air conditioning in season, at such temperatures and in such amounts as are customary in Comparable Buildings.

          (c) Electric lighting service for all public areas and special service areas of the Buildings in such amounts and locations as are reasonably determined by Landlord.

          (d) Janitorial service five (5) days per week, exclusive of holidays, in accordance with janitorial specifications attached hereto as Exhibit N; provided, however, if Tenant’s floor coverings or other improvements are other than building standard commercial grade, and require more than the standard janitorial services for building standard floor coverings (e.g., other than carpet or standard tile floor coverings), Tenant shall pay one hundred percent (100%) of the actual additional cleaning cost, if any, attributable thereto. Tenant shall have the right to request janitorial services in excess of those set forth in Exhibit N. Landlord shall then request such additional services from its janitorial service provider and Tenant shall pay all additional costs for such excess services.

     If Tenant is dissatisfied with the janitorial services provided by Landlord, Tenant may, no more than three occasions in any calendar year, request in a written notice to Landlord a meeting (which meeting shall occur no later than fifteen (15) days from the date of such notice) to discuss possible solutions. If the problems persist and acceptable service is not provided, Landlord shall terminate the existing service provider (but only in compliance with the terms of the existing contract with such service provider without incurring penalties) and replace such service provider with a new service provider, the identity of which shall be determined by Landlord after consultation with Tenant.

          (e) Access control for the Buildings twenty-four (24) hours per day, seven (7) days per week; provided, however, Landlord shall have no responsibility to prevent, and shall not be liable to Tenant for, any liability or loss to Tenant, its agents, employees and visitors arising out of losses due to theft, burglary, or damage or injury to persons or property caused by persons gaining access to the Leased Premises, and Tenant hereby releases Landlord from all liability for such losses, damages or injury unless such loss, damage or injury is caused by Landlord’s gross negligence or willful misconduct. The Leased Premises shall be accessible to Tenant and its employees twenty-four hours per day, seven days per week (except in case of emergency, Force Majeure, governmental curtailment, or other circumstances beyond Landlord’s reasonable control).

     With respect to Building 11 (and also Building 10 if Tenant leases the entire RSF of Building 10) the following provisions shall apply:

For the desk (“Building Information Desk”) to be located in the ground floor lobby, Tenant shall be allowed to staff up to three (3) Tenant employees at the Building Information Desk during Building Operating Hours for the purposes of providing general information, security clearance and other relevant information to Tenant’s employees, visitors, and contractors only and for no other purposes. Tenant agrees at all times to cooperate with Landlord’s property management and security services provider. Tenant’s employees and its activities at the Building Information Desk shall not interfere at any time with Landlord’s employees, contractors or agents or prevent the foregoing from performing their duties relevant to Building access control, safety, repair and maintenance, and other such duties as may be assigned by Landlord. Landlord shall not be responsible for the acts and/or omissions of Tenant’s employees or agents assigned to the Building Information Desk. Landlord shall cooperate with Tenant to locate the personnel of the security provider during Building Operating Hours in locations acceptable to Tenant and Landlord so long as the performance of security services will not be adversely affected.

          (f) Facilities to provide electrical current for general office use consistent with Comparable Buildings. Should Tenant’s total rated electrical design load exceed the Building Standard rated electrical design load for low and high voltage electrical consumption, or if Tenant’s electrical design requires low voltage or high voltage circuits in excess of Tenant’s share of the Base Building Shell Condition circuits, Landlord will (at Tenant’s expense) install additional high voltage panel(s) and/or additional low voltage panels with associated transformer if and to the extent space is available in the base building electrical closets (which additional panels and transformers

shall be hereinafter referred to as the additional electrical equipment (the “Additional Electrical Equipment”). If the Additional Electrical Equipment is installed because Tenant’s low or high voltage rated electrical design load exceeds the applicable building standard rated electrical design load or if Tenant’s hours of operation exceed Building Operating Hours, then a meter shall also be added (at Tenant’s expense) to measure the electricity used through the Additional Electrical Equipment. The foregoing provision shall apply only to Building 10 (and not Building 11) so long as Tenant’s Percentage Share with respect to Building 11 is 100% and Tenant is paying all such costs with respect to Building 11 as part of Operating Costs.

     The design and installation of any Additional Electrical Equipment (or any related meter) required by Tenant shall be subject to the prior approval of Landlord (which approval shall not be unreasonably withheld). All reasonable expenses incurred by Landlord in connection with the review and approval of any Additional Electrical Equipment shall also be reimbursed to Landlord by Tenant. Tenant shall also pay on demand the actual metered cost of electricity consumed through the additional electrical equipment (if applicable).

     If Tenant requires that certain areas within the Leased Premises operate in excess of the Building Operating Hours (as defined hereinafter), the electrical service to such areas shall be separately circuited and metered such that Tenant shall be billed the actual costs associated with electricity consumed during hours other than Building Operating Hours.

     If any of Tenant’s electrical equipment requires conditioned air in excess of Base Building Shell Condition air conditioning, the same shall be installed by Landlord (on Tenant’s behalf), and Tenant shall pay all design, installation, metering, utility service and operating costs relating thereto.

          (g) Building Standard fluorescent bulb replacement in all areas and all incandescent bulb replacement in the common areas, and in the Leased Premises (but only for Building standard bulbs).

          (h) Non-exclusive multiple cab passenger service to the Leased Premises consistent with that provided in Comparable Buildings during Building Operating Hours and at least one (1) cab passenger service to the Leased Premises twenty-four (24) hours per day and non-exclusive freight elevator service during Building Operating Hours (all subject to temporary cessation for ordinary repair and maintenance and during times when life safety systems override normal building operating systems) with freight elevator service available at other times upon reasonable prior notice by Tenant to Landlord.

          (i) If Tenant requires heating, ventilating and air conditioning within the Leased Premises during periods in excess of the hours of 7:30 a.m. to 6:00 p.m., Monday to Friday, and 8:00 a.m. to 1:00 p.m. Saturday, excluding legal holidays (the “Building Operating Hours”), Landlord shall ▇▇▇▇ Tenant for the number of hours used as Tenant’s Additional Rental at an initial rate equal to [**] [Confidential Treatment] per hour per floor (“HVAC Fee”), subject to increase from time to time in Landlord’s reasonable discretion, to provide such services taking into account electrical consumption, wear and tear on equipment and systems, labor and administrative costs. Notwithstanding the foregoing, so long as Building 11 is fully leased by Tenant and that Tenant is paying all cost of all utilities servicing Building 11 as part of Operating Costs since Tenant’s Percentage Share is 100% as to Building 11, the HVAC Fee with respect to Building 11 only shall be reduced to an initial rate equal to [**] [Confidential Treatment] per hour per floor. Tenant recognizes and agrees that Landlord’s HVAC system is not designed to cool the air to comply with requirements of heavy machinery or other than normal office equipment. To request after-hour HVAC, Tenant shall contact the on-site Property Management office with commercially reasonable advance notice as determined by Landlord. Any and all costs to acquire, maintain, and replace any supplemental air conditioning equipment shall be the sole obligation of Tenant.

     To the extent the services described in subsection (a), (b), (c), (e), (f), (h) and (i) above require electricity and water supplied by public utilities, Landlord’s covenants thereunder shall only impose on Landlord the obligation to use its good faith, reasonable efforts to cause the applicable public utilities to furnish the same. Failure by Landlord to furnish the services described in this Section, or any cessation thereof, shall not render Landlord liable for damages to either person or property, nor be construed as an eviction of Tenant, nor (except as specifically provided below in this paragraph) work an abatement of Rental, nor relieve Tenant from fulfillment of any covenant or agreement hereof. In addition to the foregoing, should any of the equipment or machinery, for any cause, fail to operate or function properly, Tenant shall have no claim for rebate of Rental or damages on account of an

interruption in service occasioned thereby or resulting therefrom; provided, however, Landlord agrees to use reasonable efforts to repair said equipment or machinery promptly and to restore said services. Notwithstanding the foregoing, if the Leased Premises (or portions thereof) are untenantable for a period of more than five (5) consecutive business days because “Critical Services” (hereby defined as electricity, HVAC, water/sewer and elevator service) are interrupted due to the negligence of Landlord, as Tenant’s sole remedy, Base Rental (or in the case only a portion of the Leased Premises is untenantable, an equitable portion of Base Rental) shall be abated thereafter until the Leased Premises or portions thereof are again tenantable.

     3.2 Keys and Locks. Landlord has previously supplied Tenant with pass-cards or keys that provide access to the Leased Premises from the public areas. Additional pass-cards or keys will be furnished by Landlord upon an order signed by Tenant and at Tenant’s expense. All such pass-cards shall remain the property of Landlord. No additional locks shall be allowed on any door of the Leased Premises without Landlord’s permission, and Tenant shall not make or permit to be made any duplicate keys or pass-cards. Upon termination of this Lease, Tenant shall surrender to Landlord all keys and pass cards to any locks on doors entering or within the Leased Premises, and give to Landlord the explanation of the combination of all locks for safes, safe cabinets and vault doors, if any, in the Leased Premises.

     3.3 Graphics, Building Directory and Name.

          (a) Subject to the provisions of this Section 3.3, Tenant shall have the right to:

	(i)		maintain in a first class manner its two (2) existing signs on the exterior of Building 11;
	(ii)		install and maintain in a first class manner two (2) exterior signs on the top and sides of Building 10 similar to those on Building 11 with Tenant’s name (and at Tenant’s option, its logo) in size and appearance similar to the exterior signs on Building 11 and in locations acceptable to Landlord and Tenant; and
	(iii)		maintain in a first class manner the existing monument sign outside of Building 10 and Building 11.

     All signage rights granted in this subparagraph (a) shall be subject to and conditioned upon Tenant’s obtaining all required governmental approvals. The signage rights referenced in 3.3(a)(i) and 3.3(a)(ii) shall contain only the name of the initial Tenant hereunder or any entity comprising NCL (as hereinafter defined), or any Successor; provided, however, that if Tenant, any entity comprising NCL, or any Successor, wants to change the name contained in any of the signs described in Section 3.3(a)(i) and 3.3(a)(ii) above, such name change shall be subject to Landlord’s prior written approval. The signage referenced in 3.3(a)(iii), however, may be used by any permitted subtenant or assignee or NCL. Tenant shall install all signage at Tenant’s sole cost and expense and in compliance with all governmental requirements and Landlord’s requirements as to insurance and manner of installation. Tenant shall maintain all signage in good and attractive condition consistent with exterior signage on Comparable Buildings. Upon expiration or termination of the Lease or upon termination of Tenant’s signage rights as to any of the signage, Tenant shall cause such signage to be removed promptly and shall repair the Building and the monument signs to the condition which existed prior to Tenant’s installation thereof.

     Tenant’s signage rights under subparagraph 3.3(a)(i) shall expire and shall thereafter be void and of no force and effect (and Tenant shall promptly remove the exterior signs on Building 11 and restore the Building to the condition that existed prior to installation) if at any time NCL (Bahamas) Ltd. and its Affiliates or Successors [as such terms are defined in Section 8.1(l)] (“NCL”) does not occupy at least [**] [Confidential Treatment] of the total RSF of Building 11.

     Tenant’s signage rights under subparagraph 3.3(a)(ii) shall expire and shall thereafter be void and of no force or effect (and Tenant shall promptly remove the exterior signs on Building 10 and restore the Building to the condition that existed before installation) if at any time NCL does not occupy at least [**] [Confidential Treatment] of total RSF of Building 10).

     The aforesaid percentages represent percentages of the total RSF in the applicable Building and are not percentages of the Leased Premises within such Building.

          (b) Tenant shall also be entitled to install signage as follows: (i) within the Leased Premises so long as such signage is not visible from the exterior, (ii) at entrances to the Leased Premises provided such signage is consistent with Comparable Buildings and is approved by Landlord as to size, location, and appearance, such approval not to be unreasonably withheld; (iii) in the northern portion of the Building 10 ground floor lobby for the employee store, conference center, and cafeteria (including a list of daily specials) provided that all of the foregoing are consistent with signage for Comparable Buildings and are approved by Landlord as to size, location, and appearance, such approval not to be unreasonably withheld; and (iv) within the lobby of any Building wholly occupied by Tenant provided that such signage is consistent with lobby signage for Comparable Buildings and is approved by Landlord as to size, location and appearance, which approval shall not unreasonably be withheld. Any signage installed on any multi-tenant floor, however, shall be in building standard graphics.

          (c) Tenant shall also be entitled to a proportionate share (which shall be [**] [Confidential Treatment] as to Building 11) of the listings on the directory that shall be maintained by Landlord in the lobby of each Building. The content of Tenant’s listings shall be at Tenant’s discretion.

          (d) Tenant agrees that Landlord shall not be liable for any inconvenience or damage occurring as a result of any error or omission in any directory or graphics. Except as specified in this Section 3.3, no signs, numerals, letters or other graphics shall be used or permitted on the exterior of, or may be visible from outside, the Leased Premises, unless approved in writing by Landlord.

          (e) Provided that Tenant fulfills its obligations under this Section 3.3 and maintains its signage rights under Section 3.3(a)(i) and 3.3(a)(ii), Landlord shall not: (i) rename the Project (i.e., Airport Corporate Center) after Carnival Cruise Lines, Royal Caribbean Cruise Lines or MSC Cruises or any Affiliate or successor thereof (the “Competitors”); nor (ii) grant any signage rights in favor of the Competitors for signs on the exterior sides or on top of ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ or Building 11 or the exterior sides or on top of the building to be developed on the Vacant Parcel, as such parcel is identified on the site plan attached hereto as Exhibit B (but monument signs shall not be prohibited).

     3.4 Parking.

          (a) Subject to the other provisions hereof, during the entire Lease Term Landlord hereby agrees to make available, or to cause the lessee or operator of the Parking Areas, if any (the “Parking Operator”), to make available to Tenant and Tenant shall take and lease five (5) non-reserved parking permits (“Parking Permits”) per each 1,000 square feet of Rentable Square Feet within the Leased Premises (rounded to the nearest 100 square feet). The Parking Permits shall entitle Tenant and its permitted subtenants, assigns and occupants and their principals and employees to park in the structured parking decks and surface parking areas in Parcel 11 and Parcel 10, of which 410 shall be allocated to Parcel 10 and the remaining parking permits to Parcel 11, upon the terms and conditions set forth here. Of the foregoing Parking Permits, Tenant shall have the option to designate up to twenty (20) parking spaces as reserved spaces (of which up to five (5) may be allocated by Tenant to the Building 10 parking garage and the balance shall be in the Building 11 parking garage). There shall be no charge for fifteen (15) of the reserved spaces. Tenant shall pay for any spaces in excess of fifteen (15) that Tenant elects to designate as reserved spaces, at the market rate as from time to time reasonably determined by Landlord for comparable reserved spaces in Comparable Buildings but not exceeding the amount generally charged for reserved spaces for other tenants in the Project (which on the date hereof is [**] [Confidential Treatment] per month per space plus applicable sales tax). Landlord shall also provide (or cause the Parking Operator to provide) visitor parking at all times during the Lease Term in a portion of the Parking Areas on a “first come-first served” upon such conditions as Landlord or the Parking Operator, as applicable, shall reasonably establish from time to time but at no charge. Tenant shall not be obligated to pay for Parking Permits for non-reserved spaces.

          (b) Landlord or the Parking Operator may make, modify and enforce reasonable rules and regulations relating to the parking of vehicles in the Parking Areas, and Tenant agrees to abide by such rules and regulations. Except as expressly provided herein, this Lease does not grant Tenant (or its agents, employees, contractors and visitors) the right to use the Parking Areas or any other parking areas located on the Land or serving

the Buildings or parking areas in any other portion of the Project. So long as Landlord provides sufficient parking available in the Parking Areas to accommodate the holders of the Parking Permits and visitor parking, Landlord or the Parking Operator may, from time to time, designate specific portions of the Parking Areas as reserved areas and Tenant shall have no right to park in such reserved areas, except Tenant may park in reserved areas made available to tenants of the Building to the extent Landlord has made available to Tenant, and Tenant has purchased, Parking Permits specifically entitling Tenant to use the same. Tenant’s principals and employees shall not park in any of the surface parking spaces located around the Building designated as visitor parking.

          (c) Tenant shall have the right to request that Landlord make enhancements to the Building 11 Parking Garage (and also the Building 10 Parking Garage if Tenant is then leasing the entire RSF of Building 10). Landlord shall not unreasonably withhold approval of such enhancements provided that Tenant pays the costs associated therewith (and upon expiration or termination of the Lease, all removal and restoration costs if required by Landlord).

ARTICLE IV

     4.1 Care of Leased Premises. Tenant shall not commit or allow to be committed by Tenant’s employees, agents or contractors, any waste or damage to any portion of the Leased Premises or the Buildings. Upon the expiration or any earlier termination of this Lease, Landlord shall have the right to re-enter and resume possession of the Leased Premises immediately.

     4.2 Entry for Repairs and Inspection. Tenant shall permit Landlord and its contractors, agents or representatives to enter into and upon any part of the Leased Premises during reasonable hours to clean the same and, upon reasonable prior notification, to inspect or make repairs, alterations or additions thereto, and for the purpose of showing the same to prospective tenants (during the last twenty-four (24) months of the Lease Term only), purchasers or lenders, and Tenant shall not be entitled to any abatement or reduction of Rental by reason thereof. Landlord shall use its reasonable efforts not to interfere materially with the operation of Tenant’s business during any such entry. Except in the case of emergency, any repairs or alterations, or additions within the Leased Premises that would materially interfere with Tenant’s business operations shall be performed any time on weekends and holidays and during non-Building Operating Hours on weekdays.

     4.3 Nuisance. Tenant shall conduct its business and control its agents, employees, invitees, contractors and visitors in such a manner as not to create any nuisance, or interfere with, annoy or disturb any other tenant or Landlord in its operation of the Buildings.

     4.4 Laws and Regulations; Encumbrances; Rules of Building. Tenant shall comply with, and Tenant shall cause its employees, contractors and agents to comply with, and shall use its commercially reasonable efforts to cause its visitors and invitees (while in the Leased Premises) to comply with, (i) all laws, ordinances, orders, rules and regulations of all state, federal, municipal and other governmental or judicial agencies or bodies relating to Tenant’s specific use or occupancy of the Leased Premises or to any leasehold improvements made by or for Tenant, including without limitation, the Americans with Disabilities Act, 42 U.S.C. §12101 et seq., and those for the correction, prevention and abatement of nuisance, unsafe conditions, or other grievances arising from or pertaining to the use or occupancy of the Leased Premises, (ii) all recorded easements, operating agreements, parking agreements, declarations, covenants and instruments encumbering the Leased Premises, and (iii) the rules of the Buildings reasonably adopted and altered by Landlord from time to time for the safety, care and cleanliness of the Leased Premises and Buildings and for the preservation of good order therein. Landlord agrees that the rules and regulations shall be reasonably, non-discriminatory and uniformly applied. The initial rules of the Buildings are attached hereto and incorporated herein as Exhibit G. In the event of any conflict between the Lease and Exhibit G, this Lease shall prevail. Any new rules and regulations adopted after the Effective Date shall be reasonable and shall not be in conflict with any provisions of this Lease. With respect to costs related to complying with requirements of any state, federal, municipal and other governmental or judicial agencies or bodies which involve capital items, to the extent they are included in Operating Expenses pursuant to Section 2.4(b)(ix) the portions of the cost thereof attributable to the Lease Term shall be paid by Tenant each year (amortized over the useful life of such capital item) together with interest at [**] [Confidential Treatment] per annum on the unamortized balance).

     4.5 Legal Use and Violations of Insurance Coverage. Tenant shall not occupy or use the Leased Premises, or permit any portion of the Leased Premises to be occupied or used, for any business or purpose which is unlawful, disreputable or deemed to be hazardous in any manner, or permit anything to be done (other than uses permitted by Section 1.3) which would in any way increase the rate of fire, liability, or any other insurance coverage on the Building or its contents.

     4.6 Hazardous Substances. Tenant shall comply, at its sole expense, with all laws, ordinances, orders, rules and regulations of all state, federal, municipal and other governmental or judicial agencies or bodies relating to the protection of public health, safety, welfare or the environment (collectively, “Environmental Laws”) in the use, occupancy and operation of the Leased Premises, but excluding any violations existing on the Effective Date not caused by Tenant, its agents, contractors or employees and excluding any violations by Landlord or any party other than Tenant or Tenant’s agents, contractors or employees. Tenant agrees that no Hazardous Substances (as defined hereinafter) shall be used, located, stored or processed on the Leased Premises or be brought onto any other portion of the Buildings by Tenant or any of its agents, employees, contractors, assigns, subtenants, guests or invitees, except for minimal quantities customarily associated with office use in first class office buildings and required for Tenant’s business, and no Hazardous Substances will be released or discharged from the Leased Premises (including, but not limited to, ground water contamination). The term “Hazardous Substances” shall mean and include all hazardous and toxic substances, waste or materials, any pollutant or contaminant, including, without limitation, PCB’s, asbestos and raw materials that include hazardous constituents or any other similar substances or materials that are now or hereafter included under or regulated by any Environmental Laws or that would pose a health, safety or environmental hazard. Tenant hereby agrees to indemnify, defend and hold harmless Landlord from and against any and all losses, liabilities (including, but not limited to, strict liability), damages, injuries, expenses (including, but not limited to, court costs, litigation expenses, reasonable attorneys’ fees and costs of settlement or judgment), suits and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, Landlord by any person, entity or governmental agency for, with respect to, or as a direct or indirect result of any Hazardous Substances placed on or discharged from the Leased Premises or the Buildings by Tenant or any of its agents, employees, contractors, assigns or subtenants, including, without limitation, any losses, liabilities (including, but not limited to, strict liability), damages, injuries, expenses (including, but not limited to, court costs, litigation expenses, reasonable attorneys’ fees and costs of settlement or judgment), suits and claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), any so-called federal, state or local “Superfund” or “Superlien” laws or any other Environmental Law.

     4.7 Tenant Taxes. Tenant shall pay promptly when due all taxes directly or indirectly imposed or assessed upon Tenant’s gross sales, business operations, machinery, equipment, trade fixtures and other personal property or assets, whether such taxes are assessed against Tenant, Landlord or the Buildings. In the event that such taxes are imposed or assessed against Landlord or the Buildings, Landlord shall furnish Tenant with all applicable tax bills, public charges and other assessments or impositions and Tenant shall forthwith pay the same either directly to the taxing authority or, at Landlord’s option, to Landlord.

ARTICLE V

     5.1 Leasehold Improvements; Allowances.

          (a) Tenant shall receive a tenant improvement allowance in the amount set forth in the BLI Rider (the “Tenant Improvement Allowance”) to apply towards cover the costs of Tenant’s architectural, engineering, design, construction (including all costs of refurbishment and reconstruction of the Leased Premises, including utilities, security, and other building services (above and beyond services that are already provided under this Lease)), permitting, construction supervision costs, and moving costs; provided, however, it shall be a condition to the obligation of Landlord to pay amounts pursuant to this Section 5.1 that Tenant shall have provided Landlord with appropriate requests for payment, invoices, contractors’ affidavits and sworn statements, contractors’ and subcontractors’ lien waivers, and other documents as may be reasonably required (i) by Landlord to demonstrate the correctness of the amount requested by Tenant, and (ii) to satisfy any other conditions as may be reasonably imposed by Landlord or any Mortgagee. Tenant may apply up to (but not exceeding) [**] [Confidential Treatment] of the Tenant Improvement Allowance towards its furniture, fixtures and equipment (“FF&E”) costs. Tenant hereby agrees that the provisions of Exhibit E attached hereto shall govern the construction of Tenant’s leasehold improvements and renovations or refurbishment of existing improvements (the “Leasehold Improvements”). Tenant shall not install

any improvements which are not compatible with Landlord’s plans and specifications for the Buildings or which are not approved by Landlord or Landlord’s architect (which approval shall not be unreasonably withheld so long as these do not affect the Building structure, the Building systems, and are not visible from the exterior of the Leased Premises). The Tenant Improvement Allowance shall be disbursed in monthly installments to reimburse Tenant for payment of (or to pay for) the costs incurred by Tenant for the purposes permitted by this Section 5.1, subject to all terms and limitations of this Section 5.1. The amounts disbursed to Tenant shall not, however, exceed the sum of [**] [Confidential Treatment] per month for each month which has elapsed subsequent to the Commencement Date (i.e., Tenant shall be entitled to a disbursement of [**] [Confidential Treatment] per month, cumulative). If Tenant requests a disbursement of less than [**] [Confidential Treatment] for any month, Tenant may request that the deficiency be added to subsequent monthly installments). Each disbursement shall be made only after Landlord’s receipt of such invoices, lien releases, approvals, payment receipts and other documentation as Landlord shall reasonably require. Except as provided in the penultimate sentence of Section 5.1(c) below, any portion of the Tenant Improvement Allowance that has not been disbursed prior to April 1, 2010 shall be forfeited and Tenant shall not be entitled to further disbursements. Landlord shall cooperate with Tenant to agree upon procedures for Landlord’s disbursement of portions of the Tenant Improvement Allowance directly to Tenant’s contractors and suppliers upon written authorization from Tenant and Landlord’s receipt of such lien releases, invoices, architect’s approval and other supporting information as Landlord shall reasonably require. In making any such direct disbursements, Landlord shall rely solely upon Tenant’s authorization and shall have no obligation to inquire as to whether such payment is due or appropriate (and Tenant shall have no claims against Landlord if Landlord makes disbursements in accordance with Tenant’s written authorization).

          (b) Tenant shall have the right to designate general contractors and architects, subject to Landlord’s approval, which approval shall not be unreasonably withheld.

          (c) Subject to the terms and limitations of Section 5.1(a) above, Tenant will be allowed to draw from the Tenant Improvement Allowance up to [**] [Confidential Treatment] per RSF (of which [**] [Confidential Treatment] per RSF may be applied to FF&E), but will be allowed to draw the remaining [**] [Confidential Treatment] per RSF only after Tenant has invested [**] [Confidential Treatment] per RSF of its own funds (proof of which has been submitted to and approved by Landlord) in the improvement of the Leased Premises. Tenant shall have the right to utilize the last portion of the Tenant Improvement Allowance [**] [Confidential Treatment] during the entire term of the Lease provided that the funds are used for building improvements or Alterations in the Leased Premises. Tenant shall be entitled to commence space refurbishment upon the execution of this Lease by all parties hereto.

          (d) Notwithstanding any language contained herein or in Exhibit E to the contrary, if for any reason the Leased Premises (or any portion thereof) should not be ready for occupancy by the Commencement Date, Landlord shall not be liable or responsible for any claims, damages or liabilities in connection therewith or by reason thereof.

          (e) Tenant shall not make or allow to be made any alterations, additions or improvements in or to the Leased Premises, of any kind or nature, including, without limitation, alterations, additions or improvements in, to or on, telephone or computer installations (any and all of such alterations, additions or improvements, except for the Leasehold Improvements, are collectively referred to as the “Alterations”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, that Landlord’s consent shall not be required for painting, wallpaper or carpeting or for non-structural decorations or non-structural Alterations that are not visible from the exterior of the Leased Premises and not affecting Building systems which do not cost more than [**] [Confidential Treatment] in any instance. Moving telephone or computer installations which do not include altering or penetrating walls, floors, or ceilings do not require prior consent of Landlord. Tenant further specifically agrees that no food, soft drink or other vending machine will be installed within the Leased Premises without the written consent of Landlord; provided, however, that Landlord’s consent is not required if such vending machine is for Tenant’s employees and business invitees only. Tenant shall submit to Landlord detailed drawings and plans of the proposed Alterations at the time Landlord’s consent is sought. Should Landlord consent to any proposed Alterations by Tenant, such consent may be conditioned as Landlord deems appropriate including, without limitation, upon Tenant’s agreement to comply with (i) all reasonable requirements established by Landlord, including, without limitation, safety requirements, and (ii) the matters referenced in Section 4.4 of this Lease. Tenant shall deliver to Landlord a copy of the “as built” plans and specifications for all Alterations made in or to the Leased Premises. Safes, vaults and other heavy furniture or equipment shall only be placed in the Leased Premises in

locations approved by Landlord (such approval not to be unreasonably withheld) and only if they do not exceed the load-bearing limits of the structure.

          (f) Tenant shall indemnify and hold Landlord harmless from and against all costs (including reasonable attorneys’ fees and costs of suit), losses, liabilities, or causes of action arising out of or relating to any alterations, additions or improvements made by Tenant to the Leased Premises, including, but not limited to, any mechanics’ or materialmen’s liens asserted in connection therewith. No portion of Landlord’s interest in the Buildings, the Project and/or this Lease shall be subject to liens (whether pursuant to Florida Statutes Chapter 713 or common law or otherwise) on account of any work performed by or on account of Tenant, and Tenant’s contracts with such contractors shall include notice thereof.

          (g) Should any mechanic’s or other liens be filed against any portion of the Buildings or the Project by reason of Tenant’s acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within thirty (30) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens, within said thirty (30) day period, Landlord may, at its sole option, cancel or discharge the same and upon Landlord’s demand, Tenant shall promptly reimburse Landlord for all reasonable costs incurred in canceling or discharging such liens.

          (h) Tenant shall promptly deliver to Landlord copies of any and all building permits and any similar or related documentation required by any applicable law, ordinance, rule, regulation, or governmental or quasi-governmental authority in connection with any Alteration performed by or on behalf of Tenant, regardless of whether or not Landlord’s approval is required for such Alteration.

     5.2 Repairs by Landlord. All repairs, alterations, replacements or additions that affect the common areas, a Building’s structural components or the Building’s roof, plate glass, or mechanical, electrical, HVAC, and plumbing systems (including any of the same located in the Leased Premises) shall be made solely by Landlord or its contractor. In the event of any damage to such components or systems or any other portion of the Building caused by Tenant or Tenant’s agents, contractors or employees or visitors or invitees (but as to visitors and invitees, only when they are within the Leased Premises), the cost of repair or restoration of such damage shall be paid for solely by Tenant in an amount equal to Landlord’s costs plus [**] [Confidential Treatment] for administrative cost recovery, which costs shall constitute Tenant’s Additional Rental. Landlord shall make such repairs, alterations, replacements or additions to Base Building Shell Condition improvements as may be deemed necessary by Landlord for normal maintenance operations and, except as otherwise provided in this Section 5.2 or this Lease, Landlord shall not otherwise be obligated to make improvements to, or repairs of, the Leased Premises. Landlord’s Repairs shall be performed to the extent and in a manner consistent with Comparable Buildings.

     5.3 Repairs by Tenant. Subject to Section 5.2, Tenant shall, at its own cost and expense, keep the Leased Premises and all Leasehold Improvements in a condition similar to the condition on the Commencement Date, or as to Alterations, similar to the conditions as existed upon completion thereof, normal wear and tear and loss by fire or other casualty excepted, and Tenant shall perform all maintenance, repairs and replacements necessary to accomplish the same. In addition, Tenant shall perform all maintenance, repairs, replacements and improvements required by any governmental law, ordinance, rule or regulation to the extent required by Section 4.4. If Tenant fails to commence any maintenance, repairs, replacements or improvements which it is required to perform hereunder within ten (10) days after written notice from Landlord to Tenant and thereafter diligently proceed with such work until completion, Landlord may, at its option, perform any such maintenance, repairs, replacements or improvements deemed necessary by Landlord, and Tenant shall pay to Landlord on demand Landlord’s cost thereof plus a charge of [**] [Confidential Treatment] for administrative cost recovery, which amount shall be deemed Tenant’s Additional Rental.

ARTICLE VI

     6.1 Condemnation. If all or substantially all of the Leased Premises, or such portion of the Leased Premises or the Building as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Leased Premises impracticable, shall be permanently taken or condemned for any public purpose, then this Lease, at the option of Tenant or Landlord upon the giving of written notice to the other party within ten (10) days from the date of such condemnation or taking, shall forthwith cease and terminate. The foregoing shall also apply

with respect to the Parking Facilities unless Landlord provides alternate parking. If less than all or substantially all of the Leased Premises or any portion of the Buildings shall be permanently taken or condemned for any public purpose and such portion is material and will have a material adverse affect upon the continued operation of a Building, then Landlord shall have the option of terminating this Lease with respect to such Building by written notice to Tenant within ten (10) days from the date of such condemnation or taking, provided Landlord also terminates all other similarly affected leases in the Building. If this Lease is terminated as provided above, this Lease shall cease and expire as if the date of transfer of possession of the Leased Premises, the Buildings, or any portion thereof, was the expiration date of this Lease. In the event that this Lease is not terminated by either Landlord or Tenant as aforesaid, Tenant shall pay the Rental up to the date of transfer of possession of such portion of the Leased Premises so taken or condemned and this Lease shall thereupon cease and terminate with respect to such portion of the Leased Premises so taken or condemned as if the date of transfer of possession of the Leased Premises was the expiration date of the Lease Term relating to such portion of the Leased Premises. Thereafter the Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental shall be adjusted on a pro rata, Rentable Square Foot basis. In the event of any such condemnation or taking and this Lease is not so terminated, Landlord shall promptly repair the Leased Premises or the Buildings, as the case may be, to Base Building Shell Condition so that the remaining portion of the Leased Premises or Buildings, as the case may be, shall constitute an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds made available to Landlord for such repair from any such condemnation or taking. In the event of any temporary taking or condemnation for any public purpose of the Leased Premises or any portion thereof, then this Lease shall continue in full force and effect except that Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be adjusted on a pro rata Rentable Square Foot basis for the period of time that the Leased Premises are so taken as of the date of transfer of possession of the Leased Premises and Landlord shall be under no obligation to make any repairs or alterations. In the event of any condemnation or taking of the Leased Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired Lease Term and all Leasehold Improvements and Tenant may not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate attempt to recover an award or compensation against or from the condemning authority for (i) the value of any fixtures, furniture, furnishings, Tenant’s Extra Work and other personal property which were paid for by Tenant and not by Landlord and which were condemned but which under the terms of this Lease, Tenant is permitted to remove at the end of the Lease Term, (ii) relocation and moving expenses, and (iii) compensation for loss to Tenant’s business. In the event Landlord has not repaired the condemned property as required herein within [**] [Confidential Treatment] days of the date of taking (the “Outside Date”), subject to extension by reason of Section 8.5 hereof, then Tenant shall have the option to terminate this Lease by delivering written notice to Landlord; provided, however, if Tenant gives written notice of termination, Landlord may negate such termination by completing the work within thirty (30) days (subject to Section 8.5) after the Outside Date.

     6.2 Damages From Certain Causes. Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, riot, strike, insurrection, war, act or omission of any tenant or occupant of the Buildings, any nuisance or interference caused or created by any tenant or occupant of the Buildings, requisition or order of governmental body or authority, court order or injunction, or any cause beyond Landlord’s control or, except in the case of the gross negligence or intentional misconduct of Landlord, for any damage or inconvenience which may arise through repair or alteration of any part of the Buildings. Tenant shall notify Landlord of any damage to the Leased Premises of which Tenant has actual knowledge, regardless of the cause of such damage.

     6.3 Casualty Clause.

          (a) In the event any portion of the Leased Premises or any portion of the common areas of the Buildings are damaged by fire or other casualty, earthquake or flood or by any other cause of any kind or nature (hereinafter collectively referred to as the “Damaged Property”), Landlord shall proceed to rebuild the Damaged Property to Base Building Shell Condition if (i) in the opinion of Landlord’s architect, the Damaged Property can be fully restored and rebuilt within one year from the date of notice of Landlord’s architect; and (ii) the “Available Funds” (as hereafter defined) shall be adequate to pay all costs of restoration and repair. In the event that Landlord has not received confirmation that the condition of subparagraph (ii) will be met, Landlord shall have the right to terminate this Lease by written notice to Tenant within sixty (60) days following receipt of Landlord’s architect’s opinion. As used herein, the term “Available Funds” shall mean (determined separately for each Building) the sum

of (x) the net insurance proceeds available to Landlord (and not retained by any Mortgagee or Ground Lessee); (y) the applicable deductible that constitutes Operating Costs to be paid by the tenant(s) of such Building; and (z) the amount which Landlord has agreed to pay. If the sum of (x) and (y) are not adequate to fully restore and rebuild the Damaged Property, Landlord may in its sole discretion pay the entire deficiency but in no event shall Landlord’s contribution with respect to Damaged Property in the Building in question be less than the lesser of the following (determined on a per Building basis): (a) the total deficiency with respect to such Building; or (b) [**] [Confidential Treatment]; provided, however, the [**] [Confidential Treatment] figure shall be subject to adjustment on December 1, 2007 and on each anniversary of such date (each, an “Adjustment Date”) as follows:

     On each Adjustment Date the [**] [Confidential Treatment] figure shall be multiplied by a fraction, the numerator of which is the CPI Index for month in which the Adjustment Date occurs and the denominator of is the CPI Index for the month of December 2006. As used herein “CPI” shall mean the Consumer Price Index for All Urban Consumers, All Items (1982 — 1984 = 100) published by the Department of Labor, Bureau of Labor Statistics for the area in which the Leased Premises are located. If the Bureau of Labor Statistics substantially revises the manner in which the CPI is determined, an adjustment shall be made in the revised index which would produce results equivalent to those which would be obtained hereunder if the CPI were not so revised. If the CPI is discontinued or becomes unavailable, Landlord shall substitute a comparable index to measure changes in the cost of living or purchase power of consumers, published by a governmental agency, major bank, or recognized financial publisher.

     In the event of any insured casualty, Landlord agrees to use good faith efforts (but without incurring any additional liability or cost) to convince the Mortgagee or Ground Lessor to make the net insurance proceeds available to Landlord for purposes of restoration.

     (b) In the event that either of the Buildings is damaged and the cost of repairing and restoring the same exceeds [**] [Confidential Treatment] of the replacement costs of the improvements comprising such Building, then Landlord, at Landlord’s option, shall have the right to terminate this Lease with respect to such Building (and if Landlord so terminates the Lease with respect to such Building, Tenant may elect to terminate the entire Lease by providing written notice of termination no later than thirty (30) days thereafter).

     (c) If, in the opinion of Landlord’s architect, the Damaged Property cannot be repaired [**] [Confidential Treatment] from the date of notice of Landlord’s architect, then both Landlord and Tenant shall have the right to terminate this Lease by written notice to the other party of such termination within thirty (30) days of receipt of Landlord’s architect’s opinion. If neither party terminates but the Damaged Property is not substantially repaired or restored within [**] [Confidential Treatment] after the date specified by Landlord’s architect as the estimated completion date for the repairs, or [**] [Confidential Treatment] after receipt of Landlord’s architect’s opinion, whichever is later, subject to extension pursuant to Section 8.5, then Tenant shall have the option to terminate this Lease by delivering written notice to Landlord (“Tenant’s Notice”); provided, however, that if on the date that Landlord receives Tenant’s Notice Landlord is diligently performing repairs and restoration, Landlord shall have an additional thirty (30) days, subject to Section 8.5, in which to finish such work and if Landlord does finish the work, the Lease shall not be terminated and Tenant’s Notice shall be void. If at the time any damage to the Leased Premises occurs there is less than one year remaining in the Lease Term and in Landlord’s architect’s opinion the damage cannot be repaired within [**] [Confidential Treatment], either party shall have the right to terminate this Lease by written notice to the other within thirty (30) days after receipt of Landlord’s architect’s opinion.

     (d) With respect to any portion of the Damaged Property that is the Leased Premises, Landlord shall only be obligated to rebuild or restore to Base Building Shell Condition and to make available to Tenant any net insurance proceeds received by Landlord that are attributable to such leasehold improvements that were damaged or destroyed (not exceeding the full costs of restoration); provided, however, Tenant shall have the right to require Landlord to rebuild or restore the Leased Premises substantially to the condition which existed immediately prior to such damage if, but only if, within thirty (30) days of receipt of the opinion of Landlord’s architect, Tenant agrees in writing to pay all additional costs that Landlord will incur in excess of such proceeds to restore such leasehold improvements and Tenant deposits with Landlord an amount [**] [Confidential Treatment] acceptable to Landlord in form, substance and issuer pursuant to which draws may be made by Landlord thereunder as progress is made in construction of the Tenant

Improvements. Tenant shall be entitled to a pro rata (based upon the RSF which has been damaged) abatement of Rental for a period commencing upon the date of the casualty and continuing until the first to occur of (i) (y) [**] [Confidential Treatment] days after the damage to the Leased Premises has been restored to Base Building Shell Condition; (if Tenant is constructing its own Tenant Improvements) or, (z) if Landlord is constructing the Tenant Improvements, the date when the Tenant Improvements have been substantially completed or such earlier date that the Tenant Improvements would have been substantially completed if there had been no delays caused by Tenant; or (ii) the date that Tenant resumes occupancy of the Lease Premises (or portion thereof).

          (e) If any portion of Tenant’s leasehold improvements (including, but not limited to, Tenant’s Extra Work), alterations, additions, improvements, fixtures, furnishing, equipment or trade fixtures are damaged by fire or other casualty, hurricane, earthquake or flood or by any other cause of any kind or nature, Tenant shall restore the same to the condition existing immediately prior to such damage, unless this Lease is terminated or Tenant has elected to have Landlord complete the restoration pursuant to, and in compliance with the requirements of, subparagraph (d) above. If Tenant restores the leasehold improvements, the portion of the insurance proceeds which Landlord makes available to Tenant shall be disbursed as construction progresses and in accordance with such terms, conditions and requirements customarily imposed by Landlord in connection with disbursement of tenant improvement allowances for leasehold improvements.

          (f) Landlord’s architect’s opinion shall be delivered to both Landlord and Tenant within sixty (60) days from the date of any such damage, which opinion shall be objective and informed and state the estimated completion date for the repairs. In the event of any termination of this Lease under this Section 6.3, this Lease shall cease and terminate as if the date of such damage were the expiration date of the term of this Lease. If Landlord or Tenant terminates the Lease pursuant to subparagraph (a), (b), or (c) above, Tenant shall be entitled to remain in occupancy for a period not exceeding six (6) months after the date of termination (but in no event beyond Lease Term) as to any portion of the Leased Premises that is tenantable and may be lawfully occupied; provided, however, that such six (6) month period shall be extended to twelve (12) months from the date of termination (but not beyond the Lease Term) if Tenant remains in occupancy of [**] [Confidential Treatment] RSF or more. Tenant shall continue to pay Rental and shall continue to be bound by this Lease with respect to all such space during such period of occupancy.

     6.4 Casualty Insurance. Landlord shall maintain all-risk property insurance on the Buildings and on all Base Building Shell Condition improvements. Said insurance shall be maintained with an insurance company authorized to do business in Florida and having a rating of A minus VII or better by A.M. Best and Company, at full replacement cost and payments for losses thereunder shall be made solely to Landlord. Tenant shall maintain at its expense (a) business interruption insurance (or Tenant shall self-insure for business interruption) and (b) all-risk property insurance on the full replacement cost of all its personal property, including removable trade fixtures, located in the Leased Premises and on Tenant’s Extra Work and all other additions and improvements (including fixtures) made by Tenant and not required to be insured by Landlord above, regardless of whether such improvements were made at Landlord’s or Tenant’s expense. Said insurance shall be maintained with an insurance company authorized to do business in Florida and having a rating of A minus VII or better by A.M. Best and Company. If the annual premiums to be paid by Landlord shall exceed the standard rates because of Tenant’s operations within, or contents of, the Leased Premises or because the improvements to the Leased Premises are in excess of improvements contemplated by the Tenant Improvement Allowance, Tenant shall promptly pay the excess amount of the premium upon request by Landlord (and if necessary, Landlord may allocate the insurance costs of such Building to give effect to this sentence). Upon the request of Landlord, a duly executed certificate of insurance, reflecting Tenant’s maintenance of the insurance required under this Section 6.4 and Section 6.5, shall be delivered to Landlord. If this Lease is terminated by reason of damage resulting from a casualty, each party shall retain the insurance proceeds of the insurance policies obtained by such party (i.e. Landlord shall retain all proceeds from all policies carried by Landlord and Tenant shall retain all proceeds of policies carried by Tenant). If this Lease is not terminated by reason of any damage caused by a casualty, then each party shall apply the net proceeds of its policies (to the extent made available to such party and not retained by any Mortgagee or Ground Lessor) towards the cost of its restoration obligations hereunder.

     6.5 Liability Insurance. Landlord and Tenant shall each maintain a policy or policies of commercial general liability insurance with the premiums thereon fully paid on or before the due dates, issued by and binding upon an insurance company authorized to transact business in Florida and having a rating of A-VII or better by A.M. Best and Company. Such insurance shall be written on an occurrence basis and shall afford minimum protection

(which may be affected by primary and/or excess coverage) of not less than $5,000,000 combined single limit for bodily injury and property damage in any one occurrence. During any renewal term of this Lease, Tenant shall carry such greater limits of coverage as Landlord may reasonably request from time to time so long as Landlord maintains similar limits of coverage and if landlords of Comparable Buildings would require similar insurance from similar tenants.

     6.6 Hold Harmless.

          (a) Landlord shall not be liable to Tenant, its agents, servants, employees, contractors, customers or invitees for any damage to person or property caused by any act, omission or neglect of Tenant. Without limiting or being limited by any other indemnity in this Lease, but rather in confirmation and furtherance thereof, Tenant agrees to indemnify, defend by counsel reasonably acceptable to Landlord and hold Landlord, Landlord’s beneficiaries (if Landlord is a land trust), the managing agent of the Buildings, the leasing agent of the Buildings and their respective agents, partners, shareholders, officers, directors and employees of the Building harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses (including, but not limited to, court costs, reasonable attorneys’ fees and litigation expenses) in connection with injury to or death of any person or damage to or theft, loss or loss of the use of any property occurring in or about the Leased Premises or the Buildings arising from Tenant’s occupancy of the Leased Premises, or the conduct of its business or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Leased Premises or the Buildings, or 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 due to any other act or omission or willful misconduct of Tenant or any of its agents, employees, contractors, assigns, subtenants, guests or invitees (but with respect to such guests and invitees, only while they are in the Leased Premises).

          (b) Tenant shall not be liable to Landlord, its agents, employees, contractors, customers or invitees for any damage to person or property caused by any act, omission or neglect of Landlord. Without limiting or being limited by any other indemnity in this Lease, but rather in confirmation and furtherance thereof, Landlord agrees to indemnify, defend by counsel reasonably acceptable to Tenant and hold Tenant, its officers, directors, shareholders, employees and affiliates harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses (including, but not limited to, court costs, reasonable attorneys’ fees and litigation expenses) in connection with injury to or death of any person or damage to or theft, loss or loss of the use of any property occurring in or about the Buildings or the Project arising from any activity, work or action done by Landlord in or about the Buildings or the Project or breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or due to the gross negligence or willful misconduct of Landlord or any of its agents, employees, or contractors.

     6.7 Waiver of Subrogation Rights. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action, against the other, its agents, servants, partners, shareholders, officers or employees, for personal injury, loss or damage to business, and loss or damage that may occur to the Leased Premises, the Buildings or any improvements thereto or thereon or any personal property of such party therein or thereon by reason of fire, the elements, or any other cause to the extent such loss or damage is covered by terms of the all-risk property insurance policies referred to in Section 6.4 hereof, the commercial general liability insurance referred to in Section 6.5, or any other insurance policy maintained by Landlord or Tenant, as applicable, regardless of cause or origin, including negligence of the other party hereto, its agents, officers, partners, shareholders, servants or employees, and covenants that no insurer shall hold any right of subrogation against such other party. The foregoing waiver shall apply regardless of the cause or origin of such claim, including but not limited to the negligence of a party, or such party’s agents, officers, employees or contractors, but shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant. Each party shall obtain any special endorsements, if any, required by their respective insurers to evidence compliance with the aforementioned waiver.

ARTICLE II

     7.1 Default and Remedies.

          (a) The occurrence of any of the following shall constitute an event of default under and breach of this Lease by Tenant (an “Event of Default”):

	(i)		Failure by Tenant to pay any Rental within five (5) days after the same becomes due hereunder; provided, however, on not more than two (2) occasions within each calendar year in the Lease Term, Landlord shall provide Tenant with written notice of such delinquency and Tenant shall have five (5) days from the date of the written notice to cure such delinquency before an event of default shall exist for Tenant’s failure to pay said Rental;
	(ii)		Failure by Tenant to observe or perform any of the covenants in respect of assignment and subletting set forth in Article VIII;
	(iii)		Failure by Tenant to commence to cure, immediately after receipt of notice from Landlord and thereafter diligently pursue same to completion, any hazardous condition which Tenant has created or permitted in violation of law or of this Lease;
	(iv)		Failure by Tenant to complete, execute and deliver any instrument or document required to be completed, executed and delivered by Tenant pursuant to Section 7.8 or Section 7.9 of this Lease, within the applicable time period specified in such sections;
	(v)		Failure by Tenant to observe or perform any other covenant, agreement, condition or provision of this Lease, if such failure shall continue for thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, if such default is curable, such thirty (30) day period shall be extended for the time reasonably required to complete such cure, if such failure cannot reasonably be cured within said thirty (30) day period and Tenant commences to cure such failure within said thirty (30) day period and thereafter diligently and continuously proceeds to cure such failure;
	(vi)		The levy upon execution or the attachment by legal process of the leasehold interest of Tenant, or the filing or creation of a lien in respect of such leasehold interest, which lien shall not be released or discharged within thirty (30) days from the date of such filing;
	(vii)		Any material default under or material breach by any guarantor of the terms of any guaranty of this Lease which continues beyond any applicable cure period specified in the Guaranty, if any;
	(viii)		Tenant or any guarantor of Tenant’s obligations under this Lease becomes insolvent or bankrupt or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for all or a major part of its property;
	(ix)		A trustee or receiver is appointed for Tenant, any guarantor of Tenant’s obligations under this Lease or for a major part of either party’s property and is not discharged within sixty (60) days after such appointment; and
	(x)		Any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding for relief under any bankruptcy law or similar law for the relief of debtors is instituted (A) by Tenant or any guarantor of Tenant’s obligations under this Lease, or (B) against Tenant or any guarantor of

Tenant’s obligations under this Lease and is allowed against it or is consented to by it or is not dismissed within sixty (60) days after such institution.

          (b) Upon the occurrence of an Event of Default, Landlord shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this Lease:

	(i)		Landlord, with or without terminating this Lease, may immediately or at any time thereafter re-enter the Leased Premises and correct or repair any condition which shall constitute a failure on Tenant’s part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this Lease or of the Rules and Regulations now in effect or hereafter adopted or of any notice given Tenant by Landlord pursuant to the terms of this Lease, and Tenant shall fully reimburse and compensate Landlord on demand.
	(ii)		Landlord, with or without terminating this Lease, may immediately or at any time thereafter demand in writing that Tenant vacate the Leased Premises and thereupon Tenant shall vacate the Leased Premises and remove therefrom all property thereon belonging to or placed on the Leased Premises by, at the direction of, or with consent of Tenant within ten (10) days of receipt by Tenant of such notice from Landlord, whereupon Landlord shall have the right to re-enter and take possession of the Leased Premises. Any such demand, re-entry and taking possession of the Leased Premises by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this Lease or of the Leased Premises by Tenant and shall not of itself constitute a termination of this Lease by Landlord.
	(iii)		If Tenant does not comply with any demand pursuant to Section 7.2(b)(ii), Landlord, with or without terminating this Lease, may immediately or at any time thereafter, re-enter the Leased Premises and remove therefrom Tenant and all property belonging to or placed on the Leased Premises by, at the direction of, or with consent of Tenant. Any such re-entry and removal by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this Lease or of the Leased Premises by Tenant and shall not of itself constitute a termination of this Lease by Landlord.
	(iv)		Landlord, with or without terminating this Lease, may immediately or at any time thereafter relet the Leased Premises or any part thereof for such time or times, at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, and Landlord may make any alterations or repairs to the Leased Premises which it may deem necessary or proper to facilitate such reletting; and Tenant shall pay all costs of such reletting including but not limited to the cost of any such alterations and repairs to the Leased Premises, attorneys’ fees, leasing inducements, and brokerage commissions; and if this Lease shall not have been terminated, Tenant shall continue to pay all Rental and all other charges due under this Lease up to and including the date of beginning of payment of Rental by any subsequent tenant of part or all of the Leased Premises, and thereafter Tenant shall pay monthly during the remainder of the Lease Term the difference, if any, between the Rental and other charges collected from any such subsequent tenant or tenants and the Rental and other charges reserved in this Lease, but Tenant shall not be entitled to receive any excess of any such rents collected over the rents reserved herein.
	(v)		Landlord may immediately or at any time thereafter terminate this Lease, and this Lease shall be deemed to have been terminated upon receipt by Tenant of

written notice of such termination; upon such termination Landlord shall recover from Tenant all damages Landlord may suffer by reason of such termination including, without limitation, unamortized sums expended by Landlord for leasing commissions and construction of tenant improvements, all arrearages in rentals, costs, charges, additional rentals, and reimbursements, the cost (including court costs and attorneys’ fees) of recovering possession of the Leased Premises, the cost of any alteration of or repair to the Leased Premises which is necessary or proper to prepare the same for reletting and, in addition thereto, Landlord shall have and recover from Tenant an amount equal to the excess, if any, of the total amount of all rents and other charges to be paid by Tenant for the remainder of the Lease Term over the then reasonable rental value of the Leased Premises for the remainder of the Lease Term.

(vi)

Landlord, may, without re-entering, retaking or resuming possession of the Leased Premises, ▇▇▇ for all rents provided for hereunder, including but not limited to Base Rental and Tenant’s Additional Rental, and all other sums, charges, payments, costs and expenses due from Tenant to Landlord hereunder, either: (i) as they become due under this Lease, or (ii) at Landlord’s option, Landlord may annually (on a recurring basis) accelerate the maturity and due date of the whole or any part of the Base Rental and Tenant’s Additional Rental for the successive twelve (12) month period during the remainder of the Lease Term, as well as all other sums, charges, payments, costs and expenses required to be paid by Tenant to Landlord hereunder, including, without limitation, damages for a breach or default of Tenant’s obligations hereunder in existence at the time of such acceleration, such that all sums due and payable under this Lease for each successive twelve (12) month period during the remainder of the Lease Term shall, following such acceleration, be treated as being and, in fact, due and payable in advance as of the date of such acceleration (but for any such twelve (12) month period first arising after Landlord has relet the Leased Premises or portions thereof, the acceleration of Rental for any successive twelve (12) month periods as applies solely to such relet portions of the Leased Premises, shall be limited to the acceleration of the positive difference between the Rental under this Lease for such relet portion of the Leased Premises and the actual rental proceeds collected pursuant to such reletting of the portion of the Leased Premises so relet) (all accelerated amounts shall be discounted to the then-present value at the discount rate of the Federal Reserve Bank of the district within which the Leased Premises is located). Landlord may recover and collect all such unpaid Base Rental, Tenant’s Additional Rental and other sums due and owing by Tenant by distress, levy, execution or otherwise.

Regardless of which alternative remedy is chosen by Landlord under the foregoing provision of this subparagraph, Landlord shall not be required to relet the Leased Premises nor exercise any other right granted to Landlord pursuant to this Lease, nor shall Landlord be under any obligation to minimize or mitigate Landlord’s damages or Tenant’s loss as a result of Tenant’s breach of or default under this Lease except as follows: if Landlord exercises the remedies set forth in subparagraph (iv) without terminating this Lease, Landlord to the extent required by law, shall use commercially reasonable efforts to relet the Leased Premises (for a term greater or less than the remaining term of this Lease) but Landlord need not give priority to the Leased Premises over other comparable vacant space in the Project in connection with reletting the Leased Premises.

          (c) If Landlord re-enters the Leased Premises or terminates this Lease pursuant to any of the provisions of this Lease, Tenant hereby waives all claims for damages which may be caused by such re-entry or termination by Landlord, provided such entry or termination is in accordance with applicable legal requirements. No such re-entry or termination shall be considered or construed to be a forcible entry.

          (d) The exercise by Landlord of any one or more of the rights and remedies provided in this Lease shall not prevent the subsequent exercise by Landlord of any one or more of the other rights and remedies

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herein provided. All remedies provided for in this Lease are cumulative and may, at the election of Landlord, be exercised alternatively, successively, or in any other manner and are in addition to any other rights provided for or allowed by law or in equity.

          (e) No act by Landlord with respect to the Leased Premises shall terminate this Lease, including, but not limited to, acceptance of the keys, institution of an action for detainer or other dispossessory proceedings, it being understood that this Lease may only be terminated by express written notice from Landlord to Tenant, and any reletting of the Leased Premises shall be presumed to be for and on behalf of Tenant, and not Landlord, unless Landlord expressly provides otherwise in writing to Tenant.

     7.2 Insolvency or Bankruptcy. The appointment of a receiver to take possession of all or substantially all of the assets of Tenant or any guarantor of Tenant’s obligations under this Lease, or any general assignment by Tenant or any guarantor of Tenant’s obligations under this Lease for the benefit of creditors, or any action taken or suffered by Tenant or any guarantor of Tenant’s obligations under this Lease under any insolvency, bankruptcy, or reorganization act, shall, at Landlord’s option, constitute a breach of this Lease by Tenant. Upon the happening of any such event or at any time thereafter, this Lease shall terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency, or reorganization proceedings.

     7.3 Late Payments. Tenant shall pay, as a one (1) time late charge on each installment of any Rental owed by Tenant hereunder that is not paid within five (5) days after the date when due, the greater of [**] [Confidential Treatment] of the amount due for each and every thirty (30) day period that said amount remains unpaid (but in no event shall the amount of such late charge exceed an amount based upon the highest legally permissible rate chargeable at any time by Landlord under the circumstances). Should Tenant make a partial payment of past due amounts, the amount of such partial payment shall be applied first to reduce all accrued and unpaid late charges, in inverse order of their maturity, and then to reduce all other past due amounts, in inverse order of their maturity. Notwithstanding the foregoing, Landlord shall not impose the late fee set forth in this Section 7.3 for the first time that Tenant is late in any calendar year.

     7.4 Attorneys’ Fees. If Landlord or Tenant initiate any action to enforce its rights under this Lease or the terms hereof, the prevailing party shall be entitled to collect from the other party all court costs, reasonable attorneys fees and litigation expenses, including, but not limited to, costs of depositions and expert witnesses, that the prevailing party incurs in connection with such action at the trial level and at all levels of appeal and in any post judgment, bankruptcy and administrative proceeding.

     7.5 Waiver of Homestead. Tenant hereby waives and renounces all homestead or exemption rights which Tenant may have under or by virtue of the Constitutions and Laws of the United States, the State of Florida, and any other State as against any debt or sum Tenant may owe Landlord under this Lease and hereby transfers, conveys, and assigns to Landlord all homestead or exemption rights which may be allowed or set apart to Tenant, including such as may be set apart in any bankruptcy proceeding, to pay any debt or sum owing by Tenant to Landlord hereunder.

     7.6 No Waiver of Rights. No failure or delay of Landlord or Tenant to exercise any right or power given them herein or to insist upon strict compliance by the other party of any obligation imposed on it herein and no custom or practice of either party hereto at variance with any term hereof shall constitute a waiver or a modification of the terms hereof by Landlord or any right to demand strict compliance with the terms hereof. No waiver of any right of Landlord or Tenant or any default by the other party on one occasion shall operate as a waiver of any of Landlord’s other rights or of any subsequent default. No express waiver shall affect any condition, covenant, rule, or regulation other than the one specified in such waiver and then only for the time and in the manner specified in such waiver. No person has or shall have any authority to waive any provision of this Lease unless such waiver is expressly made in writing and signed by an authorized officer of Landlord.

     7.7 Holding Over. In the event of holding over by Tenant after expiration or termination of this Lease without the written consent of Landlord, Tenant shall pay, solely for such holding over, [**] [Confidential Treatment] of the Rental that would have been payable if this Lease had not terminated or expired for the first

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	LANDLORD: ▇▇▇▇▇ REIT AIRPORT CORPORATE CENTER LLC, a Delaware limited liability company or its affiliate
	By:	▇▇▇▇▇ REIT PROPERTIES, L.P.,
		a Delaware limited partnership
		Its Sole Member

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	TENANT:   NCL (BAHAMAS) LTD. D/B/A NORWEGIAN CRUISE LINE, a Bermuda company

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Exhibit E - Page 1

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Exhibit K - Page 1

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Exhibit M - Page 3

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Exhibit N - Page 1

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