Incorporation By Reference. Except as set forth below, the terms and conditions of this Sublease shall include all of the terms and conditions of the Master Lease and such terms and conditions of the Master Lease are incorporated into this Sublease as if fully set forth herein, except that # each reference in such incorporated sections to "Lease" shall be deemed a reference to "Sublease"; # each reference to the "Premises" shall be deemed a reference to the "Subleased Premises"; # each reference to “Lease Term,” “Lease Commencement Date” and “Base Rent” shall be deemed a reference to “Term,” “Commencement Date” and Base Rent under this Sublease, respectively; # each reference to "Landlord" and "Tenant" shall be deemed a reference to "Sublandlord" and "Subtenant", respectively; # with respect to work, services, repairs, restoration, insurance, indemnities, representations, warranties or the performance of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord shall be to request the same in writing from Master Landlord as and when requested to do so by Subtenant, and to use Sublandlord’s reasonable efforts (without requiring Sublandlord to spend more than a nominal sum) to obtain Master Landlord’s performance; # with respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days to perform its obligations under the Master Lease, except as otherwise provided herein, Subtenant shall have three (3) fewer days to perform the obligation, including, without limitation, curing any defaults; # with respect to any approval required to be obtained from the “Landlord” under the Master Lease, such consent must be obtained from both Master Landlord and Sublandlord, and the approval of Sublandlord may be withheld if Master Landlord’s consent is not obtained; # in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, perform any actions or cure any failures, such reservation or right shall be deemed to be for the benefit of both Master Landlord and Sublandlord; # in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Subtenant to both Master Landlord and Sublandlord; # in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord”, such obligation shall be deemed to run from Subtenant to both Master Landlord and Sublandlord; # all payments shall be made to Sublandlord; and # Subtenant shall pay all consent and review fees set forth in the Master Lease to each of Master Landlord and Sublandlord and any caps shall apply separately to Master Landlord and Sublandlord. Notwithstanding anything to the contrary herein, Rent shall abate under this Sublease to the extent that Rent correspondingly abates under the Master Lease as to the Subleased Premises and Subtenant shall be entitled to any credits or refunds of Direct Expenses received by Sublandlord to the extent allocable to payments made by Subtenant.

Incorporation by Reference: Except as set forth below, the terms and conditions of this Sublease shall include all of the terms of the Master Lease and such terms are incorporated into this Sublease as if fully set forth herein, except that: # each reference in such incorporated sections to “Lease” shall be deemed a reference to “Sublease”; # each reference to “Landlord” and “Tenant” shall be deemed a reference to “Sublessor” and “Sublessee”, respectively, except as otherwise expressly set forth herein; # the following provisions shall not be included: Article 2, [Sections 3.01-3.03], the amount of the deposit in [Section 3.04, 7.01]1], the second sentence of 7.02, the fifth sentence of [Section 8.01, 13.01(g), 13.05]5]5], the last sentence of [Section 14.02, 15.09 and 15.16]6]6], [Exhibits C], F, G, H and I of the Original Lease, Sections 1, 2, 6, 7, 9 and 10 and [Exhibit B] of the Second Amendment, and [Sections 1.01-1.06, 1.08]8]8] (the payment obligations only) and 2.02 of the Third Amendment; # references in the following provisions to “Landlord” shall mean “Master Lessor” only: Articles 5, 8 and 9, [Sections 11.01, 15.01, 15.05, 15.08]8]8]8] (the second sentence), 15.10, 15.23 and 15.24 and [Exhibit D] of the Original Lease, Section 1 of the First Amendment, and [Section 2.10] of the Third Amendment; # wherever there is a requirement to pay the costs and expenses of “Landlord,” Sublessee shall only be obligated to pay Master Lessor’s costs and expenses and not both Sublessor’s and Master Lessor’s costs and expenses; # the reference in the last sentence of [Section 1.01] of the Original Lease to “6,282” shall be to “5,920”; and # [Section 15.21] shall not apply to existing improvements in the Premises as of the date hereof or the FF&E. In the event of a conflict between the provisions of this Sublease and the Master Lease, as between Sublessor and Sublessee, the provisions of this Sublease shall control.

Incorporation of Master Lease. Subtenant shall observe and perform the terms, covenants, conditions and agreements of the Master Lease which Sublandlord is required to observe or perform with respect to the Premises as tenant under the Master Lease, except for the covenant of Sublandlord to pay Master Landlord the rent or other charges due under the Master Lease and except as such terms, covenants, conditions and agreements are modified hereby or are inconsistent with the terms of this Sublease. Subtenant shall not do or permit to be done any act which would result in a violation of any of the terms, covenants and conditions of the Master Lease. Except as otherwise provided in this Sublease or to the extent inconsistent with the terms of this Sublease (in which case the terms of this Sublease shall control), all of the terms and conditions of the Master Lease are hereby incorporated herein by reference (and modified by the terms hereof, if applicable); provided, however, that # the term “Landlord” shall be deemed to refer to Sublandlord; # the term “Tenant” shall be deemed to refer to “Subtenant”; # the phrase “this Lease” shall be deemed to refer to “this Sublease”; # the term “Term” shall be deemed to refer to the Term of this Sublease; # the term “Premises” shall refer to the Sublet Portion only and # the following provisions of the Master Lease shall not be incorporated herein- 1, 2.1, 2.2, 3, 6.1, 6.3, 7.7, 12, 13.1.1, 13.1.2, 13,2, 16.3, 20.1, 20.2, 20.3, 20.4, 20.6, 20.7, 22, 36, 38, 39, 40. 41, 42, 43, 44.7, Exhibit D, Exhibit F, Exhibit H and Exhibit I, provided that Sublandlord shall have no liability for Master Landlord’s failure to comply with the terms of Section 10.2 of the Master Lease except as set forth in Section 6.8 below.