Failure to Deliver Possession. If for any reason Sublandlord cannot deliver possession of the Sublet Portion to Subtenant by the Commencement Date, the Commencement Date shall be delayed until the day the Sublet Portion is delivered to Subtenant. If Sublandlord has not delivered to Subtenant the Sublet Portion by ​ (subject to extension due to a Force Majeure Event or any delay caused by Subtenant), Subtenant shall, until such time the Sublet Portion is delivered, have the right to terminate this Sublease by delivery to Sublandlord a termination notice, which shall be effective immediately upon receipt by Sublandlord. Upon request by Subtenant, Sublandlord shall keep Subtenant apprised as to the anticipated Commencement Date. Sublandlord shall notify Subtenant via email in writing at least five (5) days prior to delivering the Sublet Portion to Subtenant.

The “Term Commencement Date” shall be the earlier of # the Estimated Term Commencement Date and # the day the work required of Tenant (the “Tenant Improvements”) described in the Work Letter set forth in [Exhibit B] attached hereto (the “Work Letter”) is Substantially Complete (as defined below). Tenant shall execute and deliver to Landlord written acknowledgment of the actual Term Commencement Date and the Term Expiration Date within ten (10) days after Tenant takes occupancy of the Premises, in the form attached as [Exhibit C] hereto. Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or other similar governmental licensing of the Premises required for the Permitted Use by Tenant shall not serve to extend the Term Commencement Date. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items.

Possession of Franchises, Licenses. To the best of each Borrowers' knowledge, Borrowers possess all franchises, certificates, licenses, permits and other authorizations from governmental political subdivisions or regulatory authorities, free from burdensome restrictions, that are necessary in any material respect for the ownership, maintenance and operation of its properties and assets, and to the best of Borrowers' knowledge, Borrowers are not in violation of any thereof in any material respect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Agencies necessary to conduct the business now operated by them except where the failure to possess such Governmental Licenses would not, singularly or in the aggregate, have a Material Adverse Effect on the Company. The Company and each Subsidiary of the Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses.

The Premises; Tender of Possession. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in [Section 2.2] of the Summary (the "Premises"). The outline of the Premises is set forth in [Exhibit A] attached hereto. The outline of the "Building" and the "Project," as those terms are defined in [Section 1.1.2] below, are further depicted on the Site Plan attached hereto as [Exhibit A]. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed. The parties hereto hereby acknowledge that the purpose of [Exhibit A] is to show the approximate location of the Premises only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the "Common Areas," as that term is defined in [Section 1.1.3], below, or the elements thereof or of the accessways to the Premises or the "Project," as that term is defined in [Section 1.1.2], below, and that the square footage of the Premises shall be as set forth in [Section 2.1] of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as [Exhibit B] (the "Tenant Work Letter"), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Landlord shall be deemed to have tendered possession of each portion of the Premises to Tenant upon the date of delivery of the “Substantial Completion Certificate” to Tenant in connection with the “Tenant Improvements,” as each of those terms is defined in the Tenant Work Letter, and a key or access card to such portion of the Premises, and the receipt of any certificate of occupancy or its ​ equivalent, or other required sign- offs from any applicable governmental authority, allowing the ​ occupancy of such portion of the Premises (the ""Possession Date"), and no action by Tenant shall be required therefor. If for any reason, Landlord is delayed in tendering possession of the Premises to Tenant by any particular date, Landlord shall not be subject to any liability for such failure, and the validity of this Lease shall not be impaired, subject to the terms of [Section 2.1] below. Neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant's business, except as specifically set forth in this Lease and the Tenant Work Letter. Landlord shall deliver the Premises to Tenant in good, vacant, broom clean condition, in compliance with all laws, de-commissioned, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, to be in good operating condition and repair on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the ​ occupancy of the Premises or completion of the Tenant Improvements.

Form of Shares; Possession of Certificates. The Company shall issue the Shares you become entitled to receive hereunder by book-entry registration or by issuance of a certificate or certificates for the Shares in your name as soon as practicable after the restrictions in [Section 2(d)(ii)] lapse as described in [Section 2(e)]. In the event the Company issues a certificate or certificates for the Shares, such certificates shall be subject to such stop transfer orders and other restrictions as the committee of the Board of Directors that administers the Plan may deem necessary or advisable under the Plan and rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are then listed, and any applicable foreign, federal or state securities laws.

In the event that Subordinated Creditor takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any certificated securities or other Collateral for purposes of perfecting its liens and security interests therein, Subordinated Creditor shall promptly deliver same to Senior Lender, for the benefit of itself and the Senior Secured Parties, and, prior to such delivery, be deemed to be holding such Collateral also as representative for the Senior Lender and the Senior Secured Parties, solely for purposes of perfection of Senior Lender’s liens and security interests under the UCC; provided that Subordinated Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Senior Lender or Senior Secured Parties. It is understood and agreed that this [Section 7(a)] is intended solely to assure continuous perfection of the liens and security interests granted under the Senior Documents, and nothing in this [Section 7(a)] shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of Subordinated Creditor under this [Section 7(a)] shall be mechanical and administrative in nature, and Subordinated Creditor shall not have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the Senior Lender or Senior Secured Parties. Senior Lender, Subordinated Creditor, and the Loan Parties shall use commercially reasonable efforts to enter into, following the Closing Date, three-party control agreements with Lender covering any new deposit accounts of the Loan Parties that are established at any bank prior to or following the Closing Date (the “DACAs”), which shall be in form and substance reasonably satisfactory to Subordinated Creditor and Senior Lender. Following the execution and delivery of the New DACAs, Subordinated Creditor shall use commercially reasonable efforts to cooperate in the termination of the deposit account control agreements in place on the Closing Date (excluding any New DACAs).

To the best of the Borrower’s knowledge, each of the Borrower and the Principal Subsidiaries has good and marketable title to, or valid leasehold interests in, or other rights to use or occupy, all its material properties and assets, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by [Section 7.1].

If Tenant fails to surrender possession of the Premises to Landlord on the Termination Date, in addition to all other rights and remedies available at law or in equity, Landlord may:

UNTIL DEFAULT Debtor may have possession of the Collateral and use it in any lawful manner, and upon default Secured Party shall have the immediate right to the possession of the Collateral.