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purpose, except as may be permitted by Sublandlord and the Prime Lease to the contrary. Subject to the provisions of the Prime Lease

and this Sublease, Sub-Sublandlord shall not interfere with Sub-Subtenant’s accessing the Sub-Subleased Premises in accordance with

Section 12.A.(7) of the Prime Lease.

6. 

(a)    . Sub-Subtenant hereby acknowledges that it has read the Sublease and,

except as set forth below, such Sublease is incorporated herein by reference as fully as if the terms and provisions thereof were set forth

herein. Sub-Subtenant agrees to assume the same responsibilities and duties that the Sub-Sublandlord has as “Subtenant” to the

Sublandlord with respect to the Sub-Subleased Premises, excepting matters relating to the identification of the Sub-Subleased Premises,

and the amount and due dates of the rentals payable therefor, and other excluded or modified terms set forth herein provided, however,

in no event shall Sub-Sublandlord be deemed to have assumed the responsibilities of the Sublandlord under the Sublease. Sub-

Subtenant shall have the right, at Sub-Subtenant’s sole cost and expense, to obtain consents, approvals and waivers directly from

Sublandlord, and shall have the right to contact Sublandlord directly for enforcement of obligations of Sublandlord with respect to the

Sublease so long as the obligations of Sub-Sublandlord as Subtenant under the Sublease are not increased by any of the foregoing and

Sub-Sublandlord does not incur any additional costs or expenses under the Sublease resulting therefrom.

(b) In furtherance of the provisions of Section 6(a), except as otherwise

specifically provided for herein and to the extent they are not inconsistent with the terms and conditions of this Sub-Sublease, the sub-

subletting effected hereby shall be upon all of the terms and conditions of the letting effected by the Sublease, except the provisions of

the Sublease relating to “Sublandlord” shall be deemed to refer to Sub-Sublandlord, the provisions thereof relating to “Subtenant” shall

be deemed to refer to Sub-Subtenant, the provisions of the Sublease relating to the Sublet Premises (as defined in the Sublease) shall be

deemed to refer to the Sub-Subleased Premises, the provisions of the Sublease referring to the Sublease shall be deemed to refer to this

Sub-Sublease, and the provisions of the Sublease relating to “Rent” shall be deemed to refer to Annual Base Sub-Subrent and

Additional Sub-Subrent (unless, in any of the foregoing cases, the context otherwise requires). The foregoing notwithstanding, the

following provisions of the Sublease shall not be applicable to this Sub-Sublease: Section 4, 5, 7, 8, 10, 11, 12, 13, 15, and 28 (except

the defined terms in each). With respect to the relationship between the Sub-Sublandlord and the Sub-Subtenant, the express terms and

conditions of the Sub-Sublease shall govern (and where the Sub-Sublease is silent, the Sublease shall govern); provided, however, if

there is a conflict between the rights and obligations of Sub-Subtenant under this Sub-Sublease and the obligations of Sub-Sublandlord

as Subtenant under the Sublease that could reasonably cause Sub-Sublandlord to be in default under the Sublease, then the terms of the

Sublease (without regard to the preceding sentence) shall govern unless Sublandlord agrees in writing to waive such claim of default

against Sub-Sublandlord.

permit anything to be done which would cause a termination of the Sublease (provided that Sub-Sublandlord shall be entitled to

terminate the Sublease pursuant to Section 9 of the Sublease in connection with the exercise of its rights following any condemnation

or casualty affecting the Sub-Subleased Premises). Each of Sub-Sublandlord and Sub-Subtenant shall indemnify, defend and hold the

other harmless from and against any loss, cost, damage or expense (including, without limitation, court costs and reasonable attorneys’

fees) incurred as a result of a breach by Sub-Sublandlord or Sub-Subtenant, as the case may be, of the foregoing covenant.