Norwegian Cruise Line_OM_C&W Miami FINAL RSF

Transaction Structure (continued)

In the event of a sale, merger or similar transaction on the part of the Lessee which results in a change of control of the Lessee, the Lease will continue in full force and effect.

The Lessee may assign the Lease without the Lessor’s consent. The Lessee will remain obligated under the Lease, respectively, unless the assignee has an investment grade credit rating published by a nationally recognized credit rating agency or subsequently achieves such rating at which time Lessee’s obligations under the lease will cease. Any assignment profits will be retained fully by the Lessee.

Change Of Control


Use Of Property

The Lessee will be entitled to use the Property for any lawful purpose permitted by the local zoning ordinances.

The Lessee may sublease the Property or part thereof without the Lessor’s consent. Notwithstanding any sublease, the Lessee will remain primarily liable for the performance of all of its obligations under the Lease. Any such sublease will be subject and subordinate to the Lease. Any sublease profits will be retained fully by the Lessee. The Lessee may allow its affiliates and certain other parties to occupy all or any portion of the Property, with or without written subleases. At the request of Lessee, Lessor will supply a Subordination and Non-Disturbance Agreement for any subtenants in excess of a to-be approved square footage threshold. “Casualty”, with respect to the Property means damage in whole or in part by fire, the elements or other casualty, Lessor agrees promptly to restore and repair total or partial destruction by a Casualty. In the event of a partial Casualty in which Lessee can continue to operate its business, Lessor shall, to the extent of insurance proceeds made available to Lessor, promptly restore and repair the same and complete such restoration. If, by reason of a Casualty, the time period to repair or rebuild is greater than one year or the loss is not covered by insurance then, either Lessor or Lessee may, upon thirty (30) days’ written notice, terminate the respective Lease unless either Lessor or Lessee agrees to supplement such insurance. If the Lease is not terminated, Lessee shall assign to Lessor all of Lessee’s proceeds from the Casualty and Lessor shall perform the restoration of the Property to the condition as prior to the date of the Casualty. If the Lease is not terminated and the Property has suffered a total destruction, and Lessor has failed to restore or repair the Property within one year, then Lessee may, in its sole and absolute discretion, either (i) terminate the Lease or (ii) commence or continue such restoration by taking an assignment of all contracts to rebuild the improvements and the Property and any insurance proceeds. In the event of such assignment, Lessor shall pay to Lessee the amount of any insurance deductible for such rebuilding. If the whole, or any material portion, of the Property is taken for any public or quasi- public purpose by any lawful governmental power or authority by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or sold to prevent such taking (each such event being referred to as a “Condemnation”) so that the part thereof not so taken, condemned or acquired cannot be used or restored for its intended use as defined in the Lease, Lessee may, at its option, terminate this Lease as of the date title vests in the condemning party. If the Lessee elects to terminate the Lease as provided herein, such election shall be made by written notice to the Lessor given within thirty (30) days after the nature and extent of such Condemnation have been finally determined. Within thirty (30) days after such election is made, the Lessor shall return to the Lessee the amount of the rent pre- payment allocable to the post Condemnation portion of the Lease. If the Lessee does not elect to terminate the Lease to the extent permitted above, the Lease shall remain in place and the parties will negotiate a proportional reduction of the Rent payable under the Lease taking into account the portion of the Property affected by the Condemnation. If a portion of the Property is taken under a Condemnation, should said Condemnation not materially impact Lessee’s use of the Property, neither Lessee nor Lessor may terminate the Lease, and the parties will negotiate a proportional reduction of the Rent payable under the Lease taking into account the portion of the Property affected by the Condemnation. All proceeds from any taking or Condemnation affecting the Property shall be for the benefit of the Lessor.

Lessee will maintain the Property in clean and habitable condition, in working order, in compliance with applicable laws and regulations, and in a manner consistent with the standard maintenance employed by Lessee at office properties within Lessee’s portfolio, normal wear and tear excepted. However, Lessee will have the right to stop operating any portion of the Property as long as it continues to maintain the Property. Lessee will be responsible for all capital repairs and replacement during the primary term of the lease, except during the last three (3) years of the initial lease term and for any subsequent renewal terms, at which point Lessor will be responsible for funding for replacement or major repair of building structure and major building systems. In such case, capital cost will be amortized over the useful life of the specific investment and Lessee will reimburse Lessor the annual amortized amount for the remaining years of its occupancy. Lessee shall have the right to hire third parties to manage, clean, and operate the Property on its behalf.


Maintenance And Repair


The Lessee will have broad rights under the Lease to alter or improve the Property.

The Lessee will maintain all risk property insurance in an amount equivalent to the full replacement cost of the Property and will name the Lessor and the lender, if any, as additional insureds. The Lessee will maintain commercial general liability insurance to afford protection on an “occurrence” basis with $5,000,000 per occurrence and a $5,000,000 policy aggregate. Insurance may be carried under a master policy. The Lessee may self-insure.



The Lease will contain no financial covenants, cross-defaults, or cross-collateralization with any of the Lessee’s other obligations or those of any of its affiliates.

Financial Covenants

Lessee will have the right to pursue any municipal incentives that may be available and Lessor will cooperate with Lessee in filing for said incentives. Any such incentives shall inure to the benefit of the Lessee and may be sold or otherwise transferred without Lessor’s consent.


Third-Party Vendors

Lessee will have the right to hire third parties to manage, clean, and operate the Property.


In no circumstances shall the Property be sold or otherwise transferred to an entity (whether directly or to an affiliate or subsidiary thereof) who is on a prohibited transferee list, such as a competitor of Lessee or an entity having sovereign immunity.

Prohibited Transferees

The Lessee will pay transaction expenses including its counsel fees and any transfer taxes. The Lessor will pay its counsel fees and the cost of third- party reports as well as the Lessee Advisor fee, which will be capitalized into the project cost. All other costs, fees, and expenses will be paid in accordance with local customs in Miami Dade County for transactions of the nature.

Transaction Expenses

47 | Norwegian Cruise Line Holdings

Cushman & Wakefield | 48

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