Term. The term of this Sublease (the “Term”) shall commence on January 1, 2017, or upon such later date as substantial completion of the Tenant Improvements occurs, both subject to Sublandlord obtaining a Certificate of Occupancy or equivalent government approval for occupancy of the Premises (the “Commencement Date”) and shall expire on the last day of the thirty-sixth (36th) full calendar month following the Commencement Date (the “Expiration Date”). The date this Sublease actually terminates is referred to herein as the “Termination Date”. Promptly after the determination of the Commencement Date, Sublandlord and Subtenant shall execute and deliver a commencement letter in a form prepared by Sublandlord (the “Commencement Letter”) in the form attached as Exhibit C. Subtenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 10 days after the date of receipt the Commencement Letter shall be deemed an approval by Subtenant of the statements contained therein.

Term: The term (the “Term”) of this Sublease shall commence on the later of May 1, 2014, or (unless waived by Sublessee in writing) the date by which Sublessor has delivered possession of the Premises to Sublessee in the condition required herein, subject to the occupancy described in Section 2. B (the “Commencement Date”), and shall expire on September 30, 2017 (the “Expiration Date”), unless this Sublease is sooner terminated pursuant to its terms or the Master Lease is sooner terminated pursuant to its terms. If the Commencement Date has not occurred for any reason on or before the End Date, then Sublessee may terminate this Sublease by written notice to Sublessor before the Commencement Date occurs, whereupon any monies previously paid by Sublessee to Sublessor shall be reimbursed to Sublessee, or, at Sublessee’s election, the date Sublessee is otherwise obliged to commence payment of rent shall be delayed by one (1) day for each day of delay beyond such End Date. Sublessor shall deliver possession of the Premises to Sublessee on May 1, 2014, subject to the occupancy described in Section 2.B, in good, vacant, broom clean condition, in compliance with all laws, with all building systems in good operating condition and otherwise in the condition as of the date hereof. Sublessor shall cause the existing subtenant to vacate the Premises prior to the Commencement Date.

The Term shall commence as specified in the Basic Lease Information on the Scheduled Term Commencement Date unless the Landlord has not delivered the Premises to Tenant by that date. In the latter event, the Term Commencement Date shall be the earlier of the date Landlord delivers the Premises to Tenant or the date Tenant takes possession or commences use of any portion of the Premises for any business purpose. Notwithstanding the above, if this Lease requires the construction of Tenant Improvements by Landlord, as more particularly described on the attached Exhibit D, the Premises shall be deemed delivered to Tenant on the date which is the earlier of substantial completion of the Tenant Improvement by Landlord, receipt of a Temporary Certificate of Occupancy from the appropriate governmental authority, or on the date set forth in Exhibit D. Tenant acknowledges that the Tenant has inspected and accepts the Premises in its present condition, “AS-IS” (WITH ALL FAULTS), except for Tenant Improvements (if any) to be constructed by Landlord in the Premises.

Term/Early Occupancy. The term ("Term") of this Sublease shall commence on the later of # December 1, 2021, # the date of Landlord’s approval of this Sublease, and # (unless waived by Subtenant in writing) the date on which Sublandlord delivers the Subleased Premises to Subtenant in vacant broom clean condition (except for agreed FF&E, as defined below) and otherwise in the condition described in the first (1st) sentence of Paragraph 4 hereof (the “Required Condition”) (the "Commencement Date"). This Sublease shall terminate on the earliest to occur of # the date twenty four (24) months following the Commencement Date (the "Expiration Date"), # the date this Sublease is sooner terminated pursuant to its terms, or # the date the Master Lease is sooner terminated pursuant to its terms. Sublandlord agrees to cooperate with Subtenant to allow Subtenant access to the Subleased Premises, if possible, prior to the Commencement Date ("Early Occupancy Period") to allow Subtenant to install and set up furniture, fixtures and equipment (the “FF&E”). Sublandlord, Subtenant and Sublandlord’s contractor shall work together to coordinate such early access. During such Early Occupancy Period, Subtenant shall be subject to all of the terms and conditions of this Sublease except for the payment of Base Rent and Additional Rent.

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.

Term Commencement Date Letter. Upon Landlord’s request, Tenant shall promptly execute and return to Landlord a “Term Commencement Date Letter” in the form attached hereto as Exhibit C in which Tenant shall agree, among other things, to acceptance of the Premises and to the determination of the Term Commencement Date, in accordance with the terms of this Lease, but Tenant’s failure or refusal to do so shall not negate Tenant’s acceptance of the Premises or affect determination of the Term Commencement Date. Should Tenant fail to execute and return the Term Commencement Date Letter within thirty (30) days after Landlord’s request, the information set forth in such letter provided by Landlord shall be conclusively presumed to be agreed and correct.

The “Commencement Date” shall be the earlier of: # the date Landlord Delivers the Premises to Tenant; and # the date Landlord could have Delivered the Premises but for Tenant Delays. Upon the request of either Landlord or Tenant, Landlord and Tenant shall execute and deliver a written acknowledgment of the Commencement Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, the failure by either party to execute and deliver such acknowledgment shall not affect either party’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and, if elected by Tenant, the Extension Term which Tenant may elect pursuant to Section 39 hereof.