##### 



Exhibit 4.46
  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




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BASIC LEASE INFORMATION
 Lease Date:
    
    December 1, 2006Tenant:
    
    NCL (Bahamas) Ltd. d/b/a Norwegian Cruise LineAddress of Tenant:
    
    7665 Airport Corporate Center Drive,
Miami, Florida 33126Primary Contact:
    
    George ChesneyLandlord:
    
    Hines REIT Airport Corporate Center LLCAddress of Landlord:
    
    c/o 2800 Post Oak Boulevard
Houston, Texas 77056-6190
Attention: Profit Center Office/Central DivisionLeased Premises:
    
    208,737 Rentable Square Feet consisting of: (A) 125,806 Rentable Square Feet in the building
known as 7665 Corporate Center Drive (N.W. 19th Street), Miami, Florida, and (B)
82,931 Rentable Square Feet in the building known as 7650 Corporate Center Drive (N.W.
19th Street), Miami, FloridaCommencement Date:
    
    December 1, 2006 as to all of the Leased Premises other than the Building 10 Sixth Floor Premises
and April 1, 2007 as to the Building 10 Sixth Floor PremisesLease Term:
    
    one hundred forty six (146) monthsBase Rental:
    
    Initially [**]
[Confidential Treatment] per Rentable Square Foot (net) escalating on each anniversary of the
Commencement Date by [**] [Confidential Treatment].Tenant Improvement Allowance:
    
    up to [**] [Confidential Treatment] per Rentable Square Foot within
the Leased Premises totaling [**] [Confidential Treatment].Real Estate Broker(s):
    
    Studley, Inc. (as Agent) and Travers Realty, Inc. (as subagent of Studley, Inc.) representing
Tenant, Hines Interests Limited Partnership, representing LandlordGuarantor:
    
    NCL Corporation Ltd., a Bermuda corporation




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TABLE OF CONTENTS
 PageARTICLE I.
    
    
    
    
    11.1
    
    
    Leased Premises
    
    
    11.2
    
    
    Lease Term
    
    
    31.3
    
    
    Use
    
    
    31.4
    
    
    Other Use Rights
    
    
    41.5
    
    
    Surrender of Premises
    
    
    41.6
    
    
    Survival
    
    
    51.7
    
    
    Termination of Original Lease
    
    
    5ARTICLE II.
    
    
    
    
    52.1
    
    
    Rental Payments
    
    
    52.2
    
    
    Base Rental
    
    
    62.3
    
    
    Additional Rental
    
    
    62.4
    
    
    Operating Expenses
    
    
    82.5
    
    
    Security Deposit
    
    
    102.6
    
    
    Sales Tax
    
    
    112.7
    
    
    Guaranty
    
    
    11ARTICLE III.
    
    
    
    
    113.1
    
    
    Services
    
    
    113.2
    
    
    Keys and Locks
    
    
    143.3
    
    
    Graphics, Building Directory and Name
    
    
    143.4
    
    
    Parking
    
    
    15ARTICLE IV.
    
    
    
    
    164.1
    
    
    Care of Leased Premises
    
    
    164.2
    
    
    Entry for Repairs and Inspection
    
    
    164.3
    
    
    Nuisance
    
    
    164.4
    
    
    Laws and Regulations; Encumbrances; Rules of Building
    
    
    164.5
    
    
    Legal Use and Violations of Insurance Coverage
    
    
    174.6
    
    
    Hazardous Substances
    
    
    174.7
    
    
    Tenant Taxes
    
    
    17ARTICLE V.
    
    
    
    
    175.1
    
    
    Leasehold Improvements; Allowances
    
    
    175.2
    
    
    Repairs by Landlord
    
    
    195.3
    
    
    Repairs by Tenant
    
    
    19ARTICLE VI.
    
    
    
    
    196.1
    
    
    Condemnation
    
    
    196.2
    
    
    Damages from Certain Causes
    
    
    206.3
    
    
    Casualty Clause
    
    
    206.4
    
    
    Casualty Insurance
    
    
    226.5
    
    
    Liability Insurance
    
    
    226.6
    
    
    Hold Harmless
    
    
    236.7
    
    
    Waiver of Subrogation Rights
    
    
    23ARTICLE VII.
    
    
    
    
    237.1
    
    
    Default and Remedies
    
    
    237.2
    
    
    Insolvency or Bankruptcy
    
    
    277.3
    
    
    Late Payments
    
    
    277.4
    
    
    Attorneys Fees
    
    
    277.5
    
    
    Waiver of Homestead
    
    
    277.6
    
    
    No Waiver of Rights
    
    
    277.7
    
    
    Holding Over
    
    
    277.8
    
    
    Subordination
    
    
    287.9
    
    
    Estoppel Certificate
    
    
    29
 (i)




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PageARTICLE VIII.
    
    
    
    
    298.1
    
    
    Sublease or Assignment by Tenant
    
    
    298.2
    
    
    Assignment by Landlord
    
    
    338.3
    
    
    Peaceful Enjoyment
    
    
    338.4
    
    
    Limitation of Landlords Personal Liability
    
    
    338.5
    
    
    Force Majeure
    
    
    33ARTICLE IX
    
    
    
    
    339.1
    
    
    Notices
    
    
    339.2
    
    
    Miscellaneous
    
    
    349.3
    
    
    OFAC
    
    
    379.4
    
    
    Waiver of Landlords Lien
    
    
    379.5
    
    
    Recordation
    
    
    379.6
    
    
    Generator
    
    
    38ARTICLE X.
    
    
    
    
    3810.1
    
    
    Right of First Offer
    
    
    3810.2
    
    
    Renewal Option
    
    
    3910.3
    
    
    Available Space
    
    
    39
 LIST OF EXHIBITSEXHIBIT A
    
    -
    
    SITE PLAN AND LOCATION OF PROPERTY 11 AND PROPERTY 10EXHIBIT A-1
    
    -
    
    DESCRIPTION OF PARCEL 11EXHIBIT A-2
    
    -
    
    DESCRIPTION OF PARCEL 10EXHIBIT B
    
    -
    
    SITE PLAN AND LOCATION OF THE PROJECTEXHIBIT B-1
    
    -
    
    DESCRIPTION OF THE PROJECTEXHIBIT C
    
    -
    
    FLOOR PLAN OF BUILDING 11 PREMISESEXHIBIT C-1
    
    -
    
    FLOOR PLAN OF BUILDING 10 PREMISESEXHIBIT D
    
    -
    
    BASE BUILDING SHELL CONDITIONEXHIBIT E
    
    -
    
    TENANT IMPROVEMENTSEXHIBIT F
    
    -
    
    OPERATING EXPENSES EXCLUSIONSEXHIBIT G
    
    -
    
    BUILDING RULES AND REGULATIONSEXHIBIT H
    
    -
    
    LETTER OF CREDIT FORMEXHIBIT I
    
    -
    
    BASE RENTALEXHIBIT J
    
    -
    
    MARKET TERMSEXHIBIT K
    
    -
    
    FORM OF SNDAEXHIBIT L
    
    -
    
    SATELLITE DISH AGREEMENTEXHIBIT M
    
    -
    
    GUARANTYEXHIBIT N
    
    -
    
    JANITORIAL SPECIFICATIONS
 (ii)




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AIRPORT CORPORATE CENTER
 OFFICE LEASE AGREEMENT
 THIS LEASE AGREEMENT Lease st Effective Date HINES REIT AIRPORT CORPORATE CENTER LLC, Landlord NCL (BAHAMAS) LTD D/B/A NORWEGIAN CRUISE LINE Tenant
 BLI Rider
 ARTICLE I
 Leased Premises
 Exhibit A-1 Parcel 11 Exhibit A-2 Parcel
10, Land th Building 11 th Building 10 Exhibit
A Project Exhibit B Exhibit B-1
  th th th rd nd st Exhibit
C Building 11 Premises
 th Building 10 Sixth Floor Premises th rd st Exhibit
C-1 Building 10 Premises




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Leased Premises
 Rentable Square Feet Rentable Square Foot RSF
 Parking Areas Exhibit A
 Declaration
 Original Lease
   -2-




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AS-IS, WHERE-IS Exhibit D
 Lease Term
 Lease Term
 Commencement Date
  Existing Tenant Prior Lease Expiration
Date
 Use
 -3-




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Other Use Rights Exhibit L
 Surrender of Premises
 -4-
        Tenants Extra Work
 Survival
 Termination of Original Lease
 ARTICLE II
 Rental Payments
  -5-
      Rental th
  (i)
    
    Base Rental, Tenants Forecast Additional
Rental, and Tenants Additional Rental Adjustment shall be abated as to
the Building 10 Sixth Floor 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.
 Base Rental Base Rental Exhibit
I
 Additional Rental
  -6-
      Tenants Forecast Additional Rental
 Tenants Additional Rental Tenants Percentage Share
 Annual Operating Expense Statement Tenants Additional Rental
Adjustment
  -7-
      Operating Expenses
 Operating Expenses
 Operating Costs
 (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
 -8-
      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
 -9-
      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.
 Variable Operating Costs
 Exhibit F
 Security Deposit Letter of Credit [**] [Confidential Treatment] Letter of
Credit Amount Exhibit H Security
Deposit Exhibit H
 -10-
      [**] [Confidential Treatment] [**] [Confidential Treatment]
  Sales Tax
 Guaranty Exhibit M
 ARTICLE III
 Services Building Standard Services
 Comparable
Buildings
   -11-
      Exhibit N Exhibit N
  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.
  Building Information Desk
  -12-
      Additional
Electrical Equipment
      Building Operating Hours HVAC Fee
  -13-
      Keys and Locks
 Graphics, Building Directory and Name
  (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.
    -14-
      Competitors Exhibit B
 Parking
 Parking Operator Parking Permits
  -15-
      ARTICLE IV
 Care of Leased Premises
 Entry for Repairs and Inspection
 Nuisance
 Laws and Regulations; Encumbrances; Rules of Building Exhibit G Exhibit G
 -16-
      Legal Use and Violations of Insurance Coverage
 Hazardous Substances Environmental Laws Hazardous Substances CERCLA
 Tenant Taxes
 ARTICLE V
 Leasehold Improvements; Allowances
 Tenant Improvement Allowance FF&E Exhibit E Leasehold Improvements
 -17-
      Exhibit E
 Alterations
 -18-
      Repairs by Landlord
 Repairs by Tenant
 ARTICLE VI
 Condemnation
 -19-
      Damages From Certain Causes
 Casualty Clause
  -20-
      -21-
      Casualty Insurance
 Liability Insurance
 -22-
      Hold Harmless
   Waiver of Subrogation Rights
 ARTICLE II
 Default and Remedies
 -23-
      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
 -24-
      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.
  (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
 -25-
      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, sue 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.
   -26-
         Insolvency or Bankruptcy
 Late Payments
 Attorneys Fees
 Waiver of Homestead
 No Waiver of Rights
 Holding Over
 -27-
      Subordination
 Exhibit K Exhibit K SNDA
  (i)
    
    Upon request of any person or entity which as
the result of any of the foregoing has succeeded to the interest of
Landlord in this Lease (any such person or entity being hereafter
called a Successor), Tenant will attorn to such Successor, as
Landlord under this Lease, subject to the provisions of this Section
7.8(c) and Section 7.8(e), and will execute and deliver such
instruments as may be necessary or appropriate to evidence such
attornment within ten (10) days after receipt of a written request to
do so.(ii)
    
    No Successor shall be bound to recognize any
prepayment by more than thirty (30) days of any Rental payable by
Tenant hereunder, as more particularly provided in the SNDA.
 -28-
      Estoppel Certificate
 ARTICLE III
 Sublease or Assignment by Tenant
  -29-
      Notice Sublet
Space
   -30-
      -31-
      Code
 Processing Costs
 Affiliate Successor
 ERISA and UBTI Restrictions
 -32-
      Assignment by Landlord
 Peaceful Enjoyment
 Limitation of Landlords Personal Liability
 Force Majeure
 ARTICLE IV
 Notices
 If to Landlord:
    
    Hines REIT Airport Corporate Center LLC or its affiliate2800 Post Oak Boulevard, Suite 5000Houston, Texas 77056Attn:       Mr. Charles HazenTel:       (713) 966-2608Fax:      
(713)  966-2636
 -33-
      Hines Interests Limited PartnershipFive Ravinia DriveAtlanta, Georgia 30346Attn:       Mr. Michael T. HarrisonTel:       (770) 206-5300Fax:       (770) 206-5325Hines Interests Limited Partnership7300 Corporate Center Drive, Suite 100Miami, Florida 33126Attn:       Property ManagerTel:       (305) 468-8200Fax:       (305) 468-8201Hines Interests Limited Partnership70 West Madison, Suite 440Chicago, Illinois 60602Attn:       Mr. C. Kevin ShannahanTel:       (312) 419-4900Fax:       (312) 346-4180With a copy to:
    
    Tew Cardenas LLPFour Seasons Tower, 15th Floor1441 Brickell AvenueMiami, Florida 33131Attn:       Brian P. Tague, Esq.Tel:       (305) 536-8480Fax:       (305) 536-1116If to Tenant:
    
    NCL (Bahamas) Ltd.7665 Airport Corporate Center DriveMiami, Florida 33126Attn:       George ChesneyTel:       (305) 436-4701Fax:With a copy to:
    
    NCL (Bahamas) Ltd.7665 Airport Corporate Center DriveMiami, Florida 33126Attn:       General CounselTel:       (305) 436-4397Fax:       (305) 436-4117
  Miscellaneous
 attorneys fees costs
 -34-
      Broker
 -35-
      Radon Gas
 -36-
      OFAC
 Executive Order List Blocked Person
 Prohibited Person OFAC
 Waiver of Landlords Lien
 Recordation
 -37-
      Generators
 ARTICLE V
 Right of First Offer ROFO ROFO
Space
 Landlords ROFO Notice
      -38-
      Renewal Option Renewal Option Renewal Term Renewal Notice Exhibit J Exhibit J
 Available Space
  -39-
      LANDLORD:
HINES REIT AIRPORT CORPORATE
CENTER LLC,
a Delaware limited liability company or its affiliateBy:
    HINES REIT PROPERTIES, L.P.,a Delaware limited partnershipIts Sole Member By:
    
    HINES REAL ESTATEINVESTMENT TRUST, INC.,a Maryland corporationIts General Partner
  /s/ David Steinback

Print Name: David Steinback

Print Name: Melanie Greeley
    
    By: /s/ Frank Apollo

Frank Apollo
Its Chief Accounting Officer
 -40-
      TENANT:  
NCL (BAHAMAS) LTD. D/B/A NORWEGIAN 
CRUISE LINE,
a Bermuda company  /s/ James Travers

Print Name: James Travers

/s/ George Chesney

Print Name: George Chesney
    
    By: /s/ Colin Veitch

Name: Colin Veitch

Title: President & CEO
 -41-
      EXHIBIT A
 SITE PLAN AND LOCATION OF PROPERTY 11 AND PROPERTY 10
      
      EXHIBIT A-1
 DESCRIPTION OF PARCEL 11
      EXHIBIT A-2
 DESCRIPTION OF PARCEL 10
      EXHIBIT B   SITE PLAN AND LOCATION OF THE PROJECT
      EXHIBIT
B-l
 DESCRIPTION OF THE PROJECT
            29,
   Exhibit B-l
      Exhibit C
          Exhibit C
      EXHIBIT C
 FLOOR PLAN OF BUILDING 11 PREMISES
      
      
      
      
      
      EXHIBIT C-1
 FLOOR PLAN OF BUILDING 10 PREMISES
      
      
      
      EXHIBIT D
 BASE BUILDING SHELL CONDITION
  a.
    
    Tenant will provide on-floor panels and distribution as part of the Initial Improvements.
Base Building electrical service will accommodate up to 7 Watts (3 Watts @ 120/208 Volts & 4
Watts @277/480 Volts) per Rentable Square Foot.b.
    
    Air conditioning main duct into the space ready for distribution by Tenant. VAV boxes with
controls will be included on Tenants floor for the use of all occupants on that floor. Each
VAV box will serve approximately 800 rentable square feet.c.
    
    Typical multi-tenant floor corridor walls to be completed with common area side only.d.
    
    Life Safety
 i.
    
    In all tenant spaces sprinkler heads, in a code compliant configuration, shall
be provided. All required drops, relocation of sprinkler heads or additional heads in
Tenant Improvement areas will be provided and installed by Tenant at Tenants cost.
Base Building fire alarm system shall have sufficient capacity for Tenant to tie in,
provided that Tenants demand is reasonably within requirements of comparable office
space.ii.
    
    Extinguisher cabinets installed at each stairwell (or as otherwise required by
code for an unoccupied floor).iii.
    
    Exit signs at all stairwells.iv.
    
    Smoke detectors, fire extinguishers, fire horns, electric door releases,
speakers, cameras and any other life safety equipment required by code for an
unoccupied floor.v.
    
    Emergency lighting installed in each stairwell.
 e.
    
    Interior face of exterior walls will be taped, floated and sanded gypsum board on metal studs
to be finished by the tenant.f.
    
    Mechanical equipment rooms shall be provided and completed.g.
    
    Toilet room materials and finishes will consist of: counter tops; framed mirrors; ceramic
tile floors and painted gypsum board walls; metal toilet partitions; recessed toilet
accessories; and a lay-in ceiling system with grid.h.
    
    Floor Slab Design Load Capacities as per original specifications of the buildings construction
(refer to base building architectural drawings).i.
    
    Building standard blinds to be provided and installed by Tenant.j.
    
    Typical multi-tenant floor corridor materials and finishes will include: gypsum board on
corridor side with vinyl wall covering; two-foot by two-foot acoustical lay-in ceiling tile
with exposed metal grid; and building standard carpet.k.
    
    Service Core
 i.
    
    Stairwaysii.
    
    Electrical, telephone, and mechanical rooms.
      iii.
    
    Finished mens and womens washrooms.iv.
    
    Domestic water and drainage.
 l.
    
    Core Doors
 i.
    
    Building standard core doors for stairwells, electrical, mechanical, and
telephone rooms and all washrooms.ii.
    
    Doors finished and complete with frame, trim, hardware, locking devices,
electric door releases and closers (where applicable).
 m.
    
    Walls and Windows
 i.
    
    Curtain wall installed and sealed.ii.
    
    Exterior windows installed and sealed.iii.
    
    Insulation from slab-to-slab installed and sealed.iv.
    
    Core walls and elevator lobby walls installed, sheet rocked, taped,
sanded, patched, filled, dusted, and ready to be finished by tenant.
 n.
    
    Sleeves in core telephone rooms for telephone access.o.
    
    HVAC
      EXHIBIT E
 TENANT IMPROVEMENTS
 I.
    
    TENANTS WORK
 1.
    
    The following provisions shall apply to all Tenant Improvements (the Tenants
Work):
 (a)
    
    Tenants Work shall be completed by Tenant in accordance with a
space plan and Tenants Working Drawings which have been approved by Landlord,
which approval shall not unreasonably be withheld. In construction of Tenants
Work, Tenant shall comply with the terms of Landlords construction manual.
Landlord shall have no responsibility for construction of any Tenants Work.(b)
    
    The architects, engineers and contractors selected by Tenant to
perform Tenants Work shall be subject to the reasonable approval of Landlord
which approval shall be provided within ten (10) business days after
submission. Tenants contractor shall perform Tenants Work in a first-class,
workmanlike manner, using only good commercial grades of materials, in
accordance with this Lease and the plans and specifications approved hereunder,
Landlords insurance requirements and with all applicable governmental laws,
ordinances, codes, rules and regulations, and Tenants Work shall be subject to
Landlords reasonable administrative supervision. Tenants Work shall not
commence until Tenants contractor has delivered to Landlord a copy of the
building permit issued for the Tenants Work and evidence of insurance, both of
which are satisfactory to Landlord in all respects. Upon completion of
Tenants Work, Tenant shall deliver to Landlord evidence of payment,
contractors affidavits and sworn statements, full and final waivers of lien
from contractors and subcontractors for labor, services and materials and all
other documents reasonably required by Landlord, together with record drawings,
in both electronic and paper form, reflecting as built conditions of the Leased
Premises.(c)
    
    Tenant shall indemnify, defend by counsel reasonably acceptable
to Landlord and hold harmless Landlord, Landlords beneficiaries, the managing
agent of the Project and their respective agents, partners, members and
employees and the Project of, from and against any and all liabilities, losses,
costs, charges, claims, damages, liens, fees and expenses, including, without
limitation, reasonable attorneys fees and expenses, relating to the Tenants
Work. Landlord shall permit Tenants contractor to have reasonable access to
the Leased Premises (other than the Building 10 Sixth Floor Premises which
shall be available upon delivery of such space) immediately upon execution of
this Lease and submission to Landlord of appropriate insurance certifications
for purposes of constructing Tenants Work, provided that Tenant and Tenants
contractor shall abide by the rules of the site applicable to all contractors,
shall coordinate and schedule their access to the Leased Premises for labor and
materials delivery through the managing agent of the Project and shall not
interfere with or delay the work of any other contractor working in connection
with the Project.(d)
    
    Any entry to the Project, the Building or the Leased Premises
by or on behalf of Tenant or Tenants contractor shall be under and subject to
all of the terms and provisions of this Lease. To the extent not prohibited by
law, all entry to the Project, the Building or the Leased Premises by or on
behalf of Tenant or Tenants contractor shall be solely at the risk of Tenant
and Tenants contractor, and Landlord, Landlords beneficiaries, the managing
agent of the Project and their respective agents, partners and employees shall
not be liable in any way, and Tenant hereby waives and releases them from any
liability, for any injury or damage to or theft, robbery, pilferage, loss or
loss of the use of any property of Tenant, Tenants contractor or any other
person or entity or any of the Tenants Work in or about the Leased Premises or
the Project which occurs during such
 Exhibit E - Page 1
      period; provided, however, Landlord, Landlords beneficiaries, the managing
agent of the Project and their respective agents, partners, members and
employees shall be liable, and Tenant does not waive or release them from
liability, for their respective gross negligence or willful misconduct which
occurs during such period and causes any injury to or death of any person.
The foregoing waiver and release of claim shall be in addition to and shall
not limit or be limited by any other releases or waivers of claims in this
Lease.
 2.
    
    Except as provided in Paragraph 3 below, Tenant shall pay the cost of all the
Tenants Work, including without limitation the cost of all items necessary or
desirable to complete the Tenants Work, such as the fees and expenses arising out of
the preparation of Tenants Plans and Specifications, the fees and expenses of Tenants
contractor.3.
    
    To the extent reasonably required by Tenant during the construction of Tenants
Work, Tenant shall be permitted to undertake the following provided same: (i) are in
accordance with all laws, (ii) are in a location determined by Landlord at its sole
discretion, which designated location may be changed by Landlord at any time, and (iii)
are only in place for a reasonable period of time as necessary to facilitate the
Tenants Work:
 (A)park a portable construction building or trailer in the location
designated by Landlord; and(B) park a storage container or semi trailer in the location designated by
Landlord for purposes of temporarily storing building materials or FF&E
which will be incorporated into the Leased Premises.
 Notwithstanding the foregoing, Tenant agrees that (i) at no time shall there be more
than two (2) semi trailers on the designated location, (ii) all trailers shall be
maintained in a neat and orderly manner, (iii) the trailers shall not affect other
tenants in the Project, and (iv) if the trailers are powered, Tenant shall be solely
responsible for all costs of utilities and connections associated therewith.
 II.
    
    MINIMUM INFORMATION REQUIRED FOR THE SPACE PLANThe space plan for Tenants Work shall include drawings, plans and specifications prepared
by Tenants architect showing the intended design, character and finishes of the Leased
Premises, including partitions and door locations, all in sufficient detail to enable the
Working Drawings to be prepared.III.
    
    MINIMUM INFORMATION REQUIRED OF INITIAL WORKING DRAWINGSFloor Plans Indicating (to the extent relevant to scope of Tenants Work):
 1.
    
    Location and type of all partitions.2.
    
    Location and types of all doors  indicate hardware and provide keying
schedule.3.
    
    Location and type of glass partitions, windows and doors  indicate framing if
not part of Base Building Shell Condition.4.
    
    Location of telephone equipment room accompanied by an approval of the
telephone company if required.5.
    
    Indicate critical dimensions necessary for construction, such as millwork,
special partitions, etc.6.
    
    Location of all electrical items  outlets, switches, telephone outlets.7.
    
    Location and type of all non-building electrical items, including lighting.
 Exhibit E - Page 2
      8.
    
    Location and type of equipment that will require special electrical
requirements. Provide manufacturers specifications for use and operation.9.
    
    Location, weight per square foot and description of any exceptionally heavy
equipment or filing system exceeding 50 psf live load except in areas designed
specifically for special Tenant loads.10.
    
    Requirement for special air conditioning or ventilation.11.
    
    Type and locations of all finishes.12.
    
    Location and type of plumbing equipment and services.13.
    
    Location and type of kitchen equipment and services.14.
    
    Location of all HVAC controls, fire alarm, security and life safety equipment.15.
    
    Location and type of all graphics and signage.16.
    
    Location of all Tenant fixtures, furniture and equipment (FF&E).17.
    
    Location and size of any floor openings required. Also include structural
loading data for vaults, vault walls, slab depressions, special stairs, elevators, file
rooms, libraries, etc.
 Details Showing
 1.
    
    All millwork with dimensions and dimensions of all equipment to be built-in.2.
    
    Corridor entrance.3.
    
    Bracing or support of special walls, glass partitions, etc., if desired. If
not included with the Initial space plan, the Building architect will design, at
Tenants expense, all support or bracing required.
 Exhibit E - Page 3
      EXHIBIT F
 OPERATING EXPENSES EXCLUSIONS
  A.
    
    repairs or other work occasioned by fire, windstorm or other casualty, the
costs of which are reimbursed to Landlord by insurers or by governmental authorities in
eminent domain or by others;B.
    
    leasing commissions, broker fees, legal fees, space planning fees, costs and
disbursements and other expenses incurred in connection with negotiations or disputes
with tenants, other occupants, or prospective tenants of the Buildings;C.
    
    costs incurred in renovating or otherwise improving or decorating or
redecorating space for tenants or other occupants in the Buildings or vacant tenant
space in the Buildings (including without limitation any allowances or inducements made
to any tenants or other occupants);D.
    
    costs of correcting defects in the construction of the Buildings (including
latent defects in the Buildings) or in the Buildings equipment except that for the
purposes of this subparagraph, maintenance and repair (including painting of common
areas, replacement of carpet in elevator lobbies and the like, even though capital for
accounting purposes) and ordinary wear and tear and use shall not be deemed defects;E.
    
    Landlords costs of electricity and other utilities and services furnished to
tenants for which Landlord is entitled to be reimbursed by tenants (whether or not
actually collected by Landlord) as a separate additional charge;F.
    
    costs incurred by Landlord for alterations and replacements which are
considered capital expenditures under generally accepted cash basis accounting
principles, consistently applied, except as otherwise expressly provided in Section
2.4(b) of the Lease;G.
    
    amortization (except as set forth in Section 2.4(b) of the Lease) and
depreciation;H.
    
    expenses in connection with services or other benefits of a type which are not
building standard but which are provided to another tenant or occupant;I.
    
    costs incurred due to the violation by Landlord or any tenant of any applicable
legal requirement, building code, regulation or law existing as of the Commencement
Date or costs incurred due to the Project being in violation of any such legal
requirement, building code, regulation or law existing as of the Commencement Date or
costs incurred due to acts of any tenant causing an increase in the rate of insurance
on the Project or its contents as a result of any use other than office use;J.
    
    overhead and profit increment paid to subsidiaries or affiliates of Landlord or
its partners for services on or to the Project, to the extent that the costs of such
services exceed competitive costs for such services rendered by persons or entities of
similar skill, competence and experience;K.
    
    principal and interest on any debt or rental under any ground or underlying
leases or lease affecting the Project or any part thereof (other than payments which
would have been incurred if Landlord were the fee owner, such as taxes and insurance);L.
    
    any compensation paid to clerks, attendants, maintenance workers or other
persons in commercial concessions operated by Landlord;
 Exhibit F - Page 1
      M.
    
    costs incurred in installing, operating and maintaining any specialty facility
such as an observatory, broadcasting facility (other than the Buildings music system
and life support and security system), luncheon club, athletic or recreational club,
except for the express benefit of the tenants;N.
    
    any costs and expenses relating to any off site parking facility;O.
    
    any expenses relating to replacements of the foundation, exterior or interior
structural walls, or roof of the Building;P.
    
    Financing and refinancing costs;Q.
    
    Advertising and promotional expenditures for marketing space in the Project;R.
    
    Remediation and other costs required by breach of environmental laws that exist
on the Commencement Date;S.
    
    Landlords general corporate overhead and general administrative expenses;T.
    
    Tax penalties incurred as a result of Landlords failure to make payments
and/or to file any tax or informational returns when due;U.
    
    Costs arising from the negligence or fault of other tenants or Landlord or its
agents, or any vendors, contractors, or providers of materials or services selected,
hired or engaged by Landlord or its agents including without limitation, the selection
of Building materials;V.
    
    Costs arising from Landlords charitable or political contributions;W.
    
    Costs associated with the operation of the business of the partnership or
entity which constitutes Landlord as the same are distinguished from the costs of
operation of the Buildings.X.
    
    Any above-standard cleaning, including, but not limited to construction
cleanup or special cleanings associated with parties/events and specific tenant
requirements in excess of service provided to Tenant, including related trash
collection, removal, hauling and dumping;Y.
    
    Reserves for bad debts or for future improvements, repairs, additions, etc.;
andZ.
    
    Any other costs that would not be considered as operating costs in accordance
with industry standards, except as otherwise specifically provided in Section 2.4(b).
   Exhibit F - Page 2
      EXHIBIT G
 BUILDING RULES AND REGULATIONS
 PURPOSE:
    
    The purpose of these Rules and Regulations is to provide each business within the
Project with a quality of environment and visual appeal consistent with the high standards of
a Class A office building in the Airport/West Dade submarket of Miami.
 A.
    
    PARKING:
       B.
    
    OUTDOOR STORAGE:
   C.
    
    WASTE REMOVAL:
   D.
    
    SIGN CONTROLS:
  Exhibit G - Page 1
      E.
    
    TRADE FIXTURES AND SECURITY SYSTEMS:
  F.
    
    ON-SITE IMPROVEMENTS:
  G.
    
    MISCELLANEOUS:
        Exhibit G - Page 2
      Exhibit G - Page 3
      Exhibit G - Page 4
      H.
    
    SPECIAL RULES AND REGULATIONS FOR FOOD SERVICES AREAS (INCLUDING CAFETERIA).
     Exhibit G - Page 5
      Exhibit G - Page 6
      EXHIBIT H
 LETTER OF CREDIT FORM
   
 Irrevocable Clean Letter of Credit
  
 
 
  
 Exhibit H - Page 1
      Exhibit H - Page 2
      Schedule A to Exhibit H
 Maximum Amount of Letter of Credit
 (Date of Issuance  January 31, 2010)
    
    
    [**] [Confidential Treatment](February 1, 2010  January 31, 2011)
    
    
    [**] [Confidential Treatment](February 1, 2011  January 31, 2012)
    
    
    [**] [Confidential Treatment](February 1, 2012  January 31, 2013)
    
    
    [**] [Confidential Treatment](February 1, 2013  January 31, 2014)
    
    
    [**] [Confidential Treatment](February 1, 2014  February 28, 2019)
    
    
    [**] [Confidential Treatment]
      EXHIBIT I
 BASE RENTAL
 Base Rent
    
    RentableYear
    
    (Per Annum Rate per RSF)
    
    Square Feet1
    
    
    [**] [Confidential Treatment]
    
    
    
    208,7372
    
    
    [**] [Confidential Treatment]
    
    
    
    208,7373
    
    
    [**] [Confidential Treatment]
    
    
    
    208,7374
    
    
    [**] [Confidential Treatment]
    
    
    
    208,7375
    
    
    [**] [Confidential Treatment]
    
    
    
    208,7376
    
    
    [**] [Confidential Treatment]
    
    
    
    208,7377
    
    
    [**] [Confidential Treatment]
    
    
    
    208,7378
    
    
    [**] [Confidential Treatment]
    
    
    
    208,7379
    
    
    [**] [Confidential Treatment]
    
    
    
    208,73710
    
    
    [**] [Confidential Treatment]
    
    
    
    208,73711
    
    
    [**] [Confidential Treatment]
    
    
    
    208,73712
    
    
    [**] [Confidential Treatment]
    
    
    
    208,73713*
    
    
    [**] [Confidential Treatment]
    
    
    
    208,737
 Notes:
    
    (a)
    
    Each Year is a calendar year of 365/6 days. The first year commences upon December 1, 2006 and ends on
November 30, 2007.(b)
    
    In addition to Base Rent, Tenant shall also be obligated to pay
Additional Rent, including, without limitation, Tenants pro rata share of
Operating Expenses.(c)
    
    Tenant shall be entitled to an abatement of rent pursuant to Section
2.1 of this Lease.*
    
    This lease year is only a two-month period.
      EXHIBIT J
 MARKET TERMS
  1.
    
    Rental for comparable premises in comparable office buildings in the Airport
West/Doral market (taking into consideration, but not limited to, annual escalations;
definition of net rentable area; quality; age and location of the applicable buildings;
and location and/or floor level within the applicable building);2.
    
    The rentable area of the premises being leased;3.
    
    The length of the pertinent rental term;4.
    
    The extent to which the work letter, rent credit, moving allowance or similar
inducement given to Tenant is less than that which would have been given to a
comparable new tenant in a comparable building; and5.
    
    The quality and creditworthiness of Tenant.6.
    
    The rights and obligations of Tenant under the Lease.If Landlord and Tenant are unable to agree upon the fair market rental value,
Landlord shall select a commercial real estate broker with at least ten (10) years
experience as a landlord and tenant representative in major leasing transactions in
the Miami-Dade County area, who shall prepare a written determination of the Market
Rent using the assumptions described in this exhibit. Such brokers determination
of Market Rent shall be determinative unless Tenant disputes it as provided in the
next sentence. If Tenant disputes such determination, Tenant shall deliver to
Landlord written notice (a) that Tenant disputes such determination, and (b) of the
identity of a commercial real estate broker selected by Tenant meeting the same
qualifications as required for Landlords broker. The broker selected by Tenant
shall submit his determination of the Market Rent using the assumptions described in
this paragraph. If the two determinations are within five percent (5%) of each
other (based on the higher number), the Market Rent shall be the average of the two.
If not, then the two brokers shall appoint a third commercial real estate broker
meeting the same qualifications as applicable to the other brokers as set forth in
this exhibit. The third broker shall be limited in authority to selecting, in his
opinion, which of the two earlier determinations best reflects the Market Rent under
the assumptions set forth herein. The third broker must choose one of the two
earlier determinations and, upon doing so, the third brokers determination shall be
the controlling determination of the Market Rent. Each party shall pay the costs
and fees of the broker it selected; if a third broker is selected, each party shall
pay fifty percent (50%) of said third brokers costs and fees.
      EXHIBIT K
 FORM OF SNDA
 LEHMAN BROTHERS BANK, FSB, NCL (BAHAMAS) LTD.,
 RECITALS:
    AGREEMENT:
  Subordination
 Non-Disturbance
 Attornment not require the execution of
any further instrument or agreement by Tenant as a condition to its effectiveness.
 No Liability
 Exhibit K - Page 1
      Rent
 Lender to Receive Notices
 NOTICES
 If to Tenant, to the attention of:andIf to Lender, to the attention of:
  Exhibit K - Page 2
      Successors
 Duplicate Originals; Counterparts
 [Signature pages follow]
 Exhibit K - Page 3
      LENDER:LEHMAN BROTHERS BANK, FSB,a federal stock savings bankBy:Print Name
    
    
    
    
    
    Name:Title:Print Name
 STATE OF
    
    
    )) SS:COUNTY OF
    
    
    )
 
 Notary PublicType, Print or Stamp NameMy Commission Expires:
 Exhibit K - Page 4
      TENANT:NCL (BAHAMAS) LTD. D/B/A NORWEGIANCRUISE LINE,A Bermuda Company/s/
James Travers
    
    
    
    By:
    
    /s/ Colin VeitchPrint Name
    
    James Travers
    
    
    
    Name:
    
    Colin VeitchTitle:
    
    President & CEO/s/
George ChesneyPrint Name
    
    George Chesney
 STATE OF
    
    
    )) SS:COUNTY OF
    
    
    )
  /s/ Sandra DominguezNotary PublicSandra DominguezType, Print or Stamp NameMy Commission Expires:
    
    Feb. 16, 2010
Commission
#DD 519729
 Exhibit K - Page 5
      LANDLORD:HINES REIT AIRPORT CORPORATE CENTER LLC,a Delaware limited partnership, its sole memberBy:
    
    Hines Real Estate Investment Trust,Inc., a Maryland corporation,its general partner/s/ David Steinback
    
    
    
    
    
    By:
    
    /s/ Charles N. HazenPrint Name
    
    David Steinback
    
    
    
    
    
    Name:
    
    Charles N. HazenTitle:
    
    President/s/ Todd R. HainesPrint Name
    
    Todd R. Haines
 STATE OF
    
    
    )) SS:COUNTY OF
    
    
    )
 
 /s/ Melanie GreeleyNotary PublicMelanie GreeleyType, Print or Stamp NameMy Commission Expires: 7/19/08
 Exhibit K - Page 6
      SCHEDULE A
 PROPERTY DESCRIPTION
      
      EXHIBIT L
 SATELLITE DISH AGREEMENT
 
  December 1
   License for Satellite Dishes
 NONE
  Schedule 1
      
      [ ]
      LANDLORD:HINES REIT AIRPORT CORPORATE CENTER LLC, a Delaware limited liability company or its affiliateBy:
    
    HINES REIT PROPERTIES, L.P.,
a Delaware limited partnership
Its Sole MemberBy:
    
    HINES REAL ESTATE
INVESTMENT TRUST, INC.,
a Maryland corporation
Its General PartnerWitnesses:By:Print Name
    
    
    
    
    
    
    
    
    
    Frank ApolloIts Chief Accounting OfficerPrint NameTENANT: NCL (BAHAMAS) LTD. D/B/A NORWEGIAN CRUISE LINE, a Bermuda companyWitnesses:By:Print Name
    
    
    
    Name:Title:Print Name
      SCHEDULE 1
 SATELLITE RECEIVING AND TRANSMITTING DISH ANTENNAE
      EXHIBIT M
 GUARANTY
 NCL CORPORATION LTD. HINES
REIT AIRPORT CORPORATE CENTER LLC,
 W I T N E S S E T H:
 RECITALS
   AGREEMENTS
      or or
      BINDING EFFECT; NOTICE; MISCELLANEOUS
   Exhibit M - Page 3
      th
 Exhibit M - Page 4
      Exhibit M - Page 5
      GUARANTOR:NCL CORPORATION LTD.,
a Bermuda corporationBy:
    
    /s/ Colin VeitchName:
    
    Colin VeitchTitle:
    
    President & CEO
 Exhibit M - Page 6
      EXHIBIT N
 JANITORIAL / CLEANING  SCOPE OF SERVICES
 OFFICE AREAS & RETAIL SUITES
 Services performed nightly
 -
    
    Empty and clean (when necessary) all waste receptacles. Transport waste to the
loading dock via the freight elevator. Replace all liners nightly. Adhere to
recycling program as specified by the Property Manager-
    
    Hand dust or wipe clean with damp or treated cloth all horizontal surfaces,
desks, chairs, files etc. Do not rearrange materials on desks.-
    
    Clean and sanitize drinking fountains, follow with stainless steel cleaner as
needed taking care not to leave any oily residue.-
    
    Spot clean all windows and partition glass.-
    
    Vacuum all carpet areas. Broom sweep all area rugs. (Do not pull vacuum cords
around corners.) Edges should be either swept or vacuumed with appropriate edge
cleaning tool, as required.-
    
    Remove all finger marks and smudges from all vertical surfaces taking care not
to mar material finishes.-
    
    Dust mop and spot clean all tiled areas.-
    
    Damp wash and wipe dry all plastic or formica desk tops.-
    
    Sweep internal stairways and vacuum, if carpeted. Dust handrails and vertical surfaces.
 Services performed as necessary or in the frequency as stated:
 -
    
    Damp mop floors where spillage occurred or dirt tracked in.-
    
    Spot clean carpet areas.-
    
    Dust light fixtures  no less than annually.-
    
    Vacuum/dust all perimeter slot diffusers on an annual basis.-
    
    Clean all air vent grills.-
    
    Wash windowsills.-
    
    Dust fire extinguishers/fire extinguisher cabinets.-
    
    Dust all doors.-
    
    Spot clean door frames.
 Exhibit N - Page 1
      RESTROOMS
 Services performed nightly
 -
    
    Empty and clean (when necessary) all waste receptacles transport waste paper
and rubbish to the loading dock. Replace all liners nightly.-
    
    Wash and disinfect all basins, urinals and bowls using nonabrasive cleaners to
remove stains and clean undersides of rim on urinals and bowls. Wash both sides of
toilet seats.-
    
    Clean all mirrors, bright work and enameled surfaces.-
    
    Damp wipe all partitions, tile walls, doors and outside surfaces of all
dispensers and receptacles. Damp wipe all lavatory tops and remove water spots from
wall surfaces next to dispensers/receptacles. Spot clean around light fixtures.-
    
    Clean flushometers, piping and other metal. Do not leave an oily finish.-
    
    Fill toilet tissue, soap, towel and sanitary napkin dispensers. Do not place
any extra supplies on top of dispenser or counter top. Do not install adjacent rolls
of toilet paper in opposite direction.-
    
    Sweep, wet mop and thoroughly rinse floor. Clean all corners and edges to
prevent dirt buildup. Do not leave standing water on the floor. Dump at least one
gallon of water down restroom floor drain and wipe clean drain grill.-
    
    Spot clean door frames as necessary.-
    
    Clean and sanitize mouths of all trashcans and sanitary dispensers.
 Services performed as necessary or in the frequency stated:
 -
    
    Scrub all floors at least monthly...intent is to prevent buildup of dirt in grout.-
    
    Thoroughly wash all partitions at least monthly.-
    
    Dust all walls at least quarterly.-
    
    Wash all walls at least annually.-
    
    Clean light fixtures at least annually.-
    
    Clean air vent grills and louvers at least quarterly.-
    
    Clean soap dispensers.
  ELEVATORS
 Services performed nightly:
 -
    
    Spot clean walls taking care not to damage any special surfaces.-
    
    Dust or damp wipe metal finishes and return panels.-
    
    Clean and polish all thresholds.-
    
    Clean edges and vacuum carpet floors.-
    
    Tiles surfaces: sweep & damp mop. Do not use excessive water.-
    
    Spot clean hall side of doors, frame and hall call stations.-
    
    Service elevators  sweep and damp mop floors.
 Services performed, as necessary:
 -
    
    Dust ceiling.-
    
    Wash hall side of doors and frame.-
    
    Dust woodwork.-
    
    Clean/wash/shampoo mats.
 LOBBY
 Exhibit N - Page 2
      Services performed nightly:
 -
    
    Damp mop tile surfaces. Do not use excessive water.-
    
    Clean all edges and corners.-
    
    Clean glass doors.-
    
    Clean and polish all transoms, metal doors, door frames, etc.-
    
    Dust fixtures, furnishings and other horizontal surfaces.-
    
    Clean pay phones.-
    
    Spot clean fingerprints off directory board. Dust interior panels.-
    
    Clean surfaces of security console.-
    
    Spot clean all walls.
 Services performed as necessary or in the frequency stated:
 -
    
    Dust or wash wall surfaces as appropriate.-
    
    Dust woodwork.-
    
    Clean all air diffusers/grills.
 COMMON AREAS (including back retail hallway, smoking lounge and mailroom)
 Services performed nightly
 -
    
    Sweep/vacuum/damp mop as indicated by type of flooring.

   Spot clean carpet-
    
    Spot clean walls-
    
    Remove any clearly marked trash and debris-
    
    Clean and sanitize drinking fountains, follow with stainless steel cleaner, as
needed, taking care not to leave any oily residue.-
    
    Spray wipe exterior finish of elevator call fixtures.

   Mailroom-
    
    Remove fingerprints and smudges from mailboxes, overnight
delivery drop boxes, countertops, signs etc.
 Services performed as necessary or in the frequency stated
 -
    
    Dust all suite entrance doors, apply oil to wood doors no less than annually.
 BUILDING STAIRWAYS AND LANDINGS
 Services performed as necessary or in the frequency as stated
 -
    
    Police for trash.

   Sweep/spot mop no less than weekly.-
    
    Spray clean handrails.-
    
    Dust light fixtures  not less than quarterly.-
    
    Remove fingerprints and smudges from doors and door frames.-
    
    Clean/wash transoms high and low.
 Exhibit N - Page 3
      FREIGHT ELEVATOR VESTIBULES
 Services performed nightly:
 -
    
    Sweep and damp mop nightly.-
    
    Clean/wash transoms high and low.-
    
    Clean prints and marks from doors.-
    
    Spray wipe exterior finish of elevator call fixtures.-
    
    Spot clean walls.-
    
    Clean elevator entrance frames.
 JANITORIAL STAGING AREAS
 Services performed as necessary or in the frequency stated
 -
    
    Maintain all janitorial areas in a clean, neat and orderly condition at all times.-
    
    Maintain office and staging area in same fashion as tenant office areas-
    
    Keep all paper supplies on pallets.-
    
    Utilize shelving for chemicals.-
    
    Re-stage brooms, mops and other equipment on a wall hanger at the end of a shift.
 LOADING DOCK
 Services performed nightly:
 -
    
    Place all trash and debris in compactor.-
    
    Sweep dock area. Spot clean spills. Damp mop dock area weekly.-
    
    Clean and polish ash urn  replace sand as necessary.
 SIDEWALKS
 Service performed nightly:
 -
    
    Police for trash  all areas including planting beds and along curb.-
    
    Straighten furniture.-
    
    Remove gum
 ALLAREAS
   Exhibit N - Page 4
      DAY STAFF RESPONSIBILITIES WILL INCLUDE BUT ARE NOT LIMITED TO:
 -
    
    Re-stock mens and womens restrooms twice daily. Wipe down and clean all
lavatory tops and fixtures. Patrol restrooms, removing paper/trash on floor. Report
problems to Property Management Office.-
    
    Remove all smudges and fingerprints from metal surfaces of interior cab.-
    
    Constantly survey the lobby, common areas and sidewalk to insure cleanliness.
Clean up spills. Spot mop as required. Remove fingerprints from door glass and metal
surfaces at least three (3) times daily. Clean trash from tree grates and planters.-
    
    Clean exterior entrance glass and entrance doors at least three (3) times
daily.-
    
    Patrol loading dock hallway, loading dock area, mailroom, and other backstage
areas for trash at least two (2) times daily.-
    
    Perform all special cleaning needs of individual tenants as authorized by the
Property Manager.-
    
    Perform all specific duties as detailed in the job description and any others
as requested from time to time by the property management staff.-
    
    Maintain paper supply inventory for submittal to Property Manager.
- Patrol smoking areas for trash. Empty ash urns. Vacuum as necessary throughout the day.-
    
    Keep parking signage, monument signage and exterior lights through the office
park wiped down as needed.-
    
    Keep compactor(s) clean and free of standing trash. Call for trash and
compactor pick-up as necessary.
 Note:
    
    Janitorial specifications are subject to change from time to time but any changes will not
result in services below that of Comparable Buildings.
 Exhibit N - Page 5
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      TENANT:NCL (BAHAMAS) LTD., a Bermuda companyD/B/A NORWEGIAN
CRUISE LINEWitness:  /s/ James Travers

Print Name: James Travers
    
    By:  /s/ Mark E. Warren

Name: Mark E. Warren/s/ George Chesney

Print Name:  George Chesney
    
    Title: Executive Vice President & General CounselLANDLORD:HINES REIT AIRPORT CORPORATE CENTER LLC, a Delaware
limited liability company or its affiliateBy:  HINES REIT PROPERTIES, L.P.,INVESTMENT TRUST, INC.,
a Maryland corporation
Its Sole MemberBy: HINES REAL ESTATEINVESTMENT TRUST, INC.,
Its General PartnerWitness:  /s/ David Steinback

Print Name: David Steinback
    
    By:  /s/ Frank Apollo

Name: Frank Apollo

Its: Chief Accounting Officer/s/ Todd Haines

Print Name: Todd Haines