Common use of FF&E Clause in Contracts

FF&E. During the Term of this Sublease, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right to use all office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed in Exhibit C (the “FF&E”), conditioned upon (a) Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Subtenant shall be responsible for the repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposed.

FF&E. During Effective upon the Term of this SubleaseInitial Premises Commencement Date, Sublandlord grants shall be deemed to Subtenanthave sold, free and Subtenant shall be deemed to have purchased, for the consideration of charge One Dollar ($1.00), all of Sublandlord’s right, title and at no extra rental, interest in the right to use all office furniture, cubicles and other related furniture, fixtures and equipment owned by listed on Exhibit B-1 hereto (the “Initial Premises FF&E”). Effective upon the Expansion Premises Commencement Date, Sublandlord shall be deemed to have sold, and Subtenant shall be deemed to have purchased, for the consideration of One Dollar ($1.00), all of Sublandlord’s right, title and interest in the furniture, fixtures and equipment listed in on Exhibit C B-2 hereto (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&E”). Subtenant shall accept the FF&E in its then “AS-IS” condition and state of repair, conditioned upon (a) Subtenant’s agreement subject to any and all defects therein, latent or otherwise; provided, however, Sublandlord shall, prior to the applicable Commencement Date, decommission any FF&E that contains Hazardous Materials and Sublandlord has not made and does not make shall be responsible for any express or implied warranty or representation sales tax with respect to the merchantability thereof transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or its action against Sublandlord in respect of the condition of the FF&E and neither Sublandlord nor any of Sublandlord’s agents has made or makes any warranty or representation, express or implied, with respect to the condition of the FF&E, including without limitation any warranty of fitness for any particular purpose; the design purpose or condition thereof; as to any other matter whatsoever respecting the quality or capacity thereof; workmanship or compliance thereof with condition of the requirements FF&E. During the Term, the provisions of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, the Master Lease and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. this Sublease applicable to the personal property of Subtenant shall be responsible for the repair and maintenance of applicable to the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout including without limitation Subtenant’s obligation to insure the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to FF&E. Subtenant, without representation or warrantyat its sole cost and expense, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during Building upon the ten (10) business day period prior expiration or earlier termination of this Sublease. Sublandlord and Subtenant agree that no portion of the Base Rent or Additional Rent payable under this Sublease is attributable to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposed.FF&E.

FF&E. During the Term of this Sublease, Sublandlord grants to Subtenant, free of charge and at no extra rental, shall provide Subtenant the right to use all office furniture, cubicles and other related the furniture, fixtures and equipment owned by Sublandlord and listed in Exhibit C (the “FF&E”)) currently existing within the Subleased Premises. Sublandlord and Subtenant agree that Exhibit E hereto sets forth the mutually approved list of FF&E items within the Subleased Premises which Subtenant has elected to retain at the Subleased Premises for use by Subtenant during the Sublease Term. At the Sublease Expiration Date, conditioned upon (a) SubtenantSublandlord shall transfer to Subtenant at no additional cost or expense all of Sublandlord’s agreement that Sublandlord has not made right, title and does not make any express or implied warranty or representation with respect interest in and to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any LawFF&E listed on Exhibit E hereto, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS, WITH ALL FAULTS” basiswithout representation or warranty. Subtenant assumes all responsibility in connection with the FF&E listed on Exhibit E and hereby indemnifies and agrees to hold Sublandlord harmless from and against any and all charges, obligations, demands or claims incurred by Sublandlord with respect to any sales tax that may be due and payable in connection with the transfer of the FF&E provided for herein. Furthermore, Subtenant shall be responsible for the repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Datefor, and Subtenant shall be responsible for the costs indemnify Sublandlord from and expenses against any cost, liability or damage arising from Subtenant’s removal of removing the FF&E. If Subtenant does not elect (or failure to purchase the FF&E, then Subtenant shall leave the remove) all such FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E listed on Exhibit E from the Subleased Premises during the ten (10) business day period prior to the expiration of on or before the Sublease Term). The preceding Expiration Date, including without limitation any damages to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation caused by such removal of FF&E listed on Exhibit E for which Sublandlord is responsible to compensate Sublandlord monetarily or otherwise for such items so removed and disposedMaster Landlord under the Master Lease.

FF&E. During the Term Term, and in consideration of this Subleasethe FF&E Rent payable by Tenant pursuant to Section 3.2, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right Subtenant shall be permitted to use all the existing modular and office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed associated data cabling described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, conditioned upon and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (a“Vanguard”) Subtenant’s agreement for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Lawcabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, ruleat its sole cost and expense, specification or contract pertaining theretofor the operation and maintenance of the Storage Facility; patent infringement or latent defectsprovided, however, that in the event that Sublandlord elects to discontinue its use of the Storage Facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option. Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility. Subtenant shall have access to such FF&E, and (b) may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s acceptance thereof on an “AS ISdelivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, WHERE IS” basisSubtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is used by Subtenant at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligationSubleased Premises, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove reasonable wear and dispose of any or all of the FF&E identified on Exhibit C attached hereto as tear excepted. Subtenant shall elect in its sole discretion andnot materially modify, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from reconfigure or relocate any affixed cubicles located within the Subleased Premises nor (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith. Subtenant have any obligation to compensate Sublandlord monetarily or otherwise must provide a plan for such items so removed reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and disposed.Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.

FF&E. During the Term Term, and in consideration of this Subleasethe FF&E Rent payable by Tenant pursuant to Section 3.2, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right Subtenant shall be permitted to use all the existing modular and office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed associated data cabling described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, conditioned upon and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (a“Vanguard”) Subtenant’s agreement for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Lawcabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, ruleat its sole cost and expense, specification or contract pertaining theretofor the operation and maintenance of the Storage Facility; patent infringement or latent defectsprovided, however; that in the event that Sublandlord at any time elects to discontinue its use of the Storage Facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility. Subtenant shall have access to such FF&E, and (b) may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s acceptance thereof on an “AS ISdelivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, WHERE IS” basisSubtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is used by Subtenant at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligationSubleased Premises, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove reasonable wear and dispose of any or all of the FF&E identified on Exhibit C attached hereto as tear excepted. Subtenant shall elect in its sole discretion andnot materially modify, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from reconfigure or relocate any affixed cubicles located within the Subleased Premises nor (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant have any obligation to compensate Sublandlord monetarily or otherwise must provide a plan for such items so removed reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and disposed.Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.

FF&E. During the Term Term, and in consideration of this Subleasethe FF&E Rent payable by Tenant, Sublandlord grants pursuant to SubtenantSection 3.2, free of charge and at no extra rental, the right Subtenant shall be permitted to use all the existing modular and office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed associated data cabling described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, conditioned upon and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (a“Vanguard”) Subtenant’s agreement for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Lawcabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, ruleat its sole cost and expense, specification or contract pertaining theretofor the operation and maintenance of the Storage Facility; patent infringement or latent defectsprovided, however: that in the event that Sublandlord elects to discontinue its use of the Storage facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, Subtenant shall have access to such FF&E, and (b) may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s acceptance thereof on an “AS ISdelivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, WHERE IS” basisSubtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is used by Subtenant at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligationSubleased Premises, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove reasonable wear and dispose of any or all of the FF&E identified on Exhibit C attached hereto as tear excepted. Subtenant shall elect in its sole discretion andnot materially modify, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from reconfigure or relocate any affixed cubicles located within the Subleased Premises nor (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant have any obligation to compensate Sublandlord monetarily or otherwise must provide a plan for such items so removed reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and disposed.Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.

FF&E. During the Term of this Sublease, Sublandlord grants shall make available to Subtenant, free of charge and at no extra rentalcost to Subtenant, for its exclusive use during the right to use all office furniture, cubicles and other related Term the furniture, fixtures and equipment, artwork, and AV equipment owned by Sublandlord and listed in on Exhibit C (the “FF&E”); provided, conditioned upon (a) Subtenant’s agreement however that the FF&E shall not include, and Subtenant shall not have the use of, the security system serving the Premises. Subtenant accepts such FF&E in their “as is” condition, and Sublandlord has not made and does not make any express makes no representation or implied warranty or representation with respect to their condition. Subtenant acknowledges that such FF&E has been used and/or refurbished prior to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basisCommencement Date. Subtenant shall be responsible liable for the repair and maintenance of any damage to the FF&E, other than ordinary wear and tear, and shall be solely responsible for all costs associated with the insurance, maintenance, cleaning and repair of the FF&E and any taxes related thereto. All FF&E shall remain the property of Sublandlord and shall be surrendered to Sublandlord with the Premises upon the expiration of the Term in as good a substantially the same condition as when received (normal they were in upon the Commencement Date, ordinary wear and tear and damage by fire or other casualty excepted) throughout , subject to the Sublease Termfollowing provisions. Sublandlord hereby grants Notwithstanding the foregoing, at Sublandlord’s option, Subtenant shall be deemed to Subtenant an option to purchase have acquired the FF&E for the sum of $1.00 (which amount will be deducted from the Security Deposit) as of the Expiration Date (or earlier termination date) from Sublandlord free and clear of all liens and shall remove the FF&E as part of Subtenant’s obligations to remove Subtenant’s personal property from the Premises at the end of the Term Term. Upon the request of this Sublease by providing written notice to either Sublandlord at least ten (10) business days prior or Subtenant, subject to the expiration foregoing, the parties shall execute a b▇▇▇ of sale confirming the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall foregoing transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedtitle.

FF&E. During This Sublease shall include a lease of all of the Term of this Sublease, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right to use all office furniture, cubicles and other related furniture, fixtures furniture and equipment owned by Sublandlord listed on Exhibit B attached hereto and listed in Exhibit C made a part hereof (the “FF&E”), conditioned upon (a) Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect . The FF&E shall be delivered to Subtenant on the Commencement Date in its “AS-IS” condition. Prior to the merchantability thereof or its fitness for any particular purpose; Commencement Date and during the design or condition thereof; Term, Subtenant shall maintain a property loss insurance policy with guaranteed replacement cost coverage on the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, FF&E and (b) Subtenant’s acceptance thereof on an cause Sublandlord to be named as “AS IS, WHERE ISadditional insured” basisand “loss payee” thereon. Subtenant shall be responsible for deliver certificate evidencing such insurance coverage to Sublandlord simultaneously with its tender of an executed Sublease. Currently, personal property taxes are not assessed against the repair and maintenance of FF&E. To the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase extent personal property taxes are assessed against the FF&E during the Term, Subtenant shall pay Sublandlord such amounts as additional rent due hereunder. If the bills for $1.00 at the end of the Term of this Sublease by providing written notice such personal property tax come to Sublandlord, Sublandlord at least in its reasonable judgment shall equitably apportion same and Subtenant shall pay Sublandlord such tax within ten (10) business days prior to of a demand therefor as additional rent due hereunder. During the expiration of the Sublease Term. If , Subtenant exercises its option to purchase shall maintain the FF&E in a timely mannergood repair and condition, then and except in the event of an insured casualty, shall make any repairs and replacements required to maintain the FF&E in the same condition it is in on the Commencement Date, reasonable wear and tear excepted. If on the Expiration Date Subtenant has fulfilled all of its material obligations under this Sublease, Sublandlord shall transfer title be deemed to sell the FF&E to Subtenant, without representation or warranty, effective Subtenant for One Dollar ($1.00) as of the End Date, Expiration Date and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Sub-Premises during in connection with its surrender of the ten (10) business day period Sub-Premises. If Subtenant exercises its termination option pursuant to Article 2 hereof or if this Sublease is terminated due to Subtenant’s default or condemnation, the FF&E shall be returned to Sublandlord in the same condition it is in on the Commencement Date, reasonable wear and tear and loss by fire or other insured casualty excepted. In the event of loss by fire or other casualty, Subtenant shall return the FF&E with the insurance proceeds required to repair and replace same. Notwithstanding anything to the contrary contained herein, Sublandlord will be removing certain furniture and equipment that not listed on Exhibit B from the Sub-Premises prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedCommencement Date.

FF&E. During the Term For purposes of this Sub-Sublease, Sublandlord grants to Subtenant“FF&E” shall mean, free of charge and at no extra rentalcollectively, the right to use all office furniture, cubicles and other related furniture, fixtures and equipment owned by as described on Schedule C. Sub-Subtenant agrees to accept the FF&E in its “as-is” condition on the Sub-Sublease Commencement Date. On the Sub-Sublease Commencement Date, all FF&E shall become the property of Sub-Subtenant. On the date hereof, Sub-Sublandlord and listed Sub-Subtenant shall execute a Bill of Sale substantially in Exhibit C (the “FF&E”)form annexed to this Sub-Sublease as Schedule D. The FF&E is being made available to Sub-Subtenant without representation or warranty by Sub-Sublandlord as to its condition, conditioned upon (a) state of repair or suitability for Sub-Subtenant’s agreement that use, or any other matter related thereto, and Sub-Sublandlord has not made and does not make shall have no liability or obligations of any express or implied warranty or representation nature whatsoever to Sub-Subtenant with respect to the merchantability thereof or its fitness FF&E. No portion of the Rental due hereunder shall be deemed for any particular purpose; purpose paid on account of the design conveyance or condition thereof; leasing of the quality FF&E. Sub-Subtenant shall pay when due all sales taxes, if any, imposed by the City or capacity thereof; workmanship or compliance thereof State of New York in connection with the requirements transfer of any Lawownership of the FF&E to Sub-Subtenant as herein provided. Upon the Sub-Sublease Expiration Date, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Sub- Subtenant shall be responsible for remove all FF&E from the repair Sublease Premises. Sub-Subtenant acknowledges and maintenance agrees that the FF&E will remain in the Sublease Premises as of the FF&ESub-Sublease Commencement Date and that Sub-Sublandlord shall have no obligation to remove the FF&E from the Sublease Premises, in as good nor shall the removal of such be a condition as when received (normal wear and tear and damage by fire to the Sub-Sublease Commencement Date or other casualty excepted) throughout Sub-Sublease Rent Commencement Date. Notwithstanding anything to the contrary, if this Sub-Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days shall terminate prior to the expiration of the Sub-Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely mannerExpiration Date set forth herein, then Sublandlord shall transfer title to the FF&E to Subtenantthen, without representation or warrantyat Sub-Sublandlord’s sole election, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sub-Sublandlord shall have the right to remove require that Sub- Subtenant leave in the Sublease Premises the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of or portions thereof specified by Sub- Sublandlord), which FF&E so left in the Sublease Term). The preceding to the contrary notwithstandingPremises shall be deemed abandoned and Sub- Sublandlord may retain, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the rightremove, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and use and/or dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation same without accountability to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedSub- Subtenant.

FF&E. During Notwithstanding anything to the Term of contrary contained in this Sublease, during the Sublease Term Sublandlord grants shall provide, and shall permit Subtenant to Subtenant, free of charge and at no extra rentaluse, the right to use all office furnitureFF&E. Subtenant shall accept the FF&E in its presently existing, cubicles and other related furniture“AS-IS, fixtures and equipment owned by Sublandlord and listed in Exhibit C (the “FF&E”)WHERE-IS, conditioned upon (a) Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defectsWITH ALL FAULTS” condition, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Subtenant shall be responsible responsible, at its sole cost and expense, for the all maintenance and repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted. Subtenant shall pay to Sublandlord a monthly fee of thirty cents ($0.30) throughout per square foot during the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase Term for the use of the FF&E for $1.00 at (the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to “FF&E Charges”). Upon the expiration or earlier termination of the Sublease Term. If , Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to surrender possession of the FF&E to Subtenant, without representation or warranty, effective Sublandlord in as good order and condition as when Subtenant took possession of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E reasonable wear and tear and casualty excepted; provided, however, in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some event any items of the FF&E is at the end of its useful life and has no value to are missing or damaged, Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s its sole cost and expense, at any time during the Sublease Term, to remove and dispose of any shall replace or all repair (as applicable) such items of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant FF&E. Sublandlord shall have no obligation liability to replace such items Subtenant of any kind under any circumstances arising out of or in connection with the FF&E so removed or Subtenant’s use thereof. Subtenant hereby releases Sublandlord from and against any and all claims, damages, costs, expenses and liabilities arising out of or in connection with the Subleased Premises nor FF&E, and/or Subtenant’s use thereof, including, without limitation, any taxes with respect to the FF&E and/or Subtenant’s use thereof, and any related interest and penalties resulting from late payment by Subtenant thereof (collectively, “FF&E Claims”), and Subtenant shall Subtenant have indemnify, defend and hold Sublandlord harmless from and against any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedall FF&E Claims accruing on and after the Execution Date.

FF&E. During The Sublease hereunder also includes the Term of this Sublease, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right license to use all office furnitureSublandlord’s offices, cubicles cubicles, and other related furnitureFF&E located within the Sublease Premises, fixtures and equipment owned by Sublandlord and listed in a list of which is attached hereto as Exhibit C B (the “FF&E”), conditioned upon (a) Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Subtenant shall be responsible for maintain the repair and maintenance FF&E in the same condition as received throughout the Term. In the event of any damage to the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing shall provide written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, such damage and Subtenant shall be responsible for the costs make any and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord all repairs that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, are necessary at Subtenant’s sole cost and expense. If Subtenant fails to make any repairs to the FF&E for more than fifteen (15) days after notice from Sublandlord (although notice shall not be required if there is an emergency), at any time Sublandlord may, but shall not be required to, make the repairs, and Subtenant shall pay the reasonable cost of the repairs to Sublandlord within thirty (30) days after receipt of an invoice, together with an administrative charge in an amount equal to ten percent (10%) of the cost of the repairs. At all times during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have insure the FF&E for its full replacement value. Subtenant shall surrender the FF&E on the End Date or earlier termination of this Sublease in the same condition as received, reasonable wear and tear excepted. This Sublease and the license rights granted in connection herewith shall not include any right to require Sublandlord to provide any maintenance or repair or any technical or server support for any FF&E or any facilities within the Sublease Premises. Sublandlord makes no obligation representation or warranty as to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed FF&E, and disposedhereby expressly DISCLAIMS ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

FF&E. During the Term of this Sublease, Sublandlord grants shall make available to Subtenant, free of charge and at no extra rentalcost to Subtenant, for its exclusive use during the right to use all office furniture, cubicles and other related Term the furniture, fixtures and equipment, artwork, and AV equipment owned by Sublandlord and listed in on Exhibit C (the “FF&E”); provided, conditioned upon (a) Subtenant’s agreement however that the FF&E shall not include, and Subtenant shall not have the use of, the security system serving the Premises. Subtenant accepts such FF&E in their “as is” condition, and Sublandlord has not made and does not make any express makes no representation or implied warranty or representation with respect to their condition. Subtenant acknowledges that such FF&E has been used and/or refurbished prior to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basisCommencement Date. Subtenant shall be responsible liable for the repair and maintenance of any damage to the FF&E, other than ordinary wear and tear, and shall be solely responsible for all costs associated with the insurance, maintenance, cleaning and repair of the FF&E and any taxes related thereto. All FF&E shall remain the property of Sublandlord and shall be surrendered to Sublandlord with the Premises upon the expiration of the Term in as good a substantially the same condition as when received (normal they were in upon the Commencement Date, ordinary wear and tear and damage by fire or other casualty excepted) throughout , subject to the Sublease Termfollowing provisions. Sublandlord hereby grants Notwithstanding the foregoing, at Sublandlord’s option, Subtenant shall be deemed to Subtenant an option to purchase have acquired the FF&E for the sum of $1.00 (which amount will be deducted from the Security Deposit) as of the Expiration Date (or earlier termination date) from Sublandlord free and clear of all liens and shall remove the FF&E as part of Subtenant’s obligations to remove Subtenant’s personal property from the Premises at the end of the Term Term. Upon the request of this Sublease by providing written notice to either Sublandlord at least ten (10) business days prior or Subtenant, subject to the expiration foregoing, the parties shall execute a ▇▇▇▇ of sale confirming the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall foregoing transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedtitle.

FF&E. During the Term of this Sublease, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right to use all office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed in Exhibit C (the “FF&E”), conditioned upon (a) Subtenant’s agreement Merchant may, in its sole discretion, elect on a Store-by-Store basis to have Agent market and sell the FF&E by making one or more FF&E Elections. If Merchant makes one or more FF&E Elections, Agent shall market and sell the FF&E in the applicable Stores during the time period commencing on the Sale Commencement Date and concluding on the FF&E Sale Termination Date; provided, however, that Sublandlord has Agent shall not made and does not make sell any express fixtures affixed to a wall or implied warranty the floor unless (i) the proceeds to be received from the sale of such fixtures are substantially greater than the estimated cost of repairs to the relevant wall or representation floor; or (ii) the purchaser of such fixtures repairs the wall or floor in a commercially reasonable manner at its own expense. In the event Merchant exercises the FF&E Election with respect to the merchantability thereof or its fitness for FF&E in any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any LawStore(s), rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Subtenant Agent shall be responsible for the repair and maintenance of the FF&E, in as good entitled to receive a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title commission equal to the FF&E to SubtenantFee, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord Merchant shall have the right to remove determine, in the exercise of its reasonable discretion, the sale price of such FF&E. Unless the applicable lessor agrees that FF&E may be abandoned at the applicable Store, all FF&E shall be removed from the Store(s) on or before the FF&E Sale Termination Date. Notwithstanding anything to the contrary herein, the Merchant reserves the right to solicit and simultaneously consider offers to dispose of such property separate and apart from the Subleased Premises during liquidation process contemplated by this Agreement in which case no FF&E Fee shall be earned by or payable to Agent. The Merchant shall remove any hazardous material, including, without limitation, freon. Expenses incident to removal of such hazardous materials do not constitute expenses of the ten sale of FF&E hereunder and shall be paid by Merchant upon demand by Agent. (10b) business day period Merchant shall reimburse reasonable out of pocket expenses attributable to the sale of FF&E pursuant to the FF&E Expense Budget, which FF&E Expense Budget shall be mutually agreed upon in writing by Merchant and Agent. On or prior to the expiration of the Sublease TermFF&E Sale Termination Date for each Store, Agent shall leave such Store in “broom clean” condition (ordinary wear and tear excepted). The preceding to the contrary notwithstanding; provided, Subtenant hereby discloses to Sublandlord that some however, as of the FF&E is Sale Termination Date, Agent may abandon in place in a neat and orderly manner any unsold FF&E at the end Stores if a “Vacate and Release” form has been signed by Merchant and delivered to Agent. For the avoidance of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant doubt, Occupancy Expenses shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of be taken into consideration in determining the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedFee.

FF&E. During Subject to the Term terms of this SubleaseSection 19, Sublandlord grants effective as of the Commencement Date (the “FF&E Transfer Date”) all of Sublandlord’s right, title and interest in and to Subtenantthe existing fixtures, free of charge equipment and at no extra rental, modular and office furniture located in the right to use all office furniture, cubicles Subleased Premises and other related furniture, fixtures and equipment owned by Sublandlord and listed described in more particular detail on Exhibit C attached hereto, as well as all equipment and data cabling associated therewith (collectively, the “FF&E”), conditioned upon shall automatically be transferred to Subtenant. Sublandlord shall deliver the FF&E in good working order and Subtenant shall accept the FF&E in such current condition without any warranty of fitness from Sublandlord (a) Subtenant’s agreement Subtenant expressly acknowledges that no warranty is made by Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification cabling currently located in or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basisserving the Subleased Premises). Subtenant shall be responsible for For purposes of documenting the repair and maintenance current condition of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days may, prior to the Commencement Date, conduct a walk-through of the Subleased Premises in order to inventory items of damage or disrepair and shall provide good faith corrective comments to the inventory attached to Exhibit C in writing to Sublandlord within fifteen (15) days following the Effective Date of this Sublease, and after the expiration of such fifteen (15) day period, Subtenant shall be deemed to have approved and accepted the Sublease Term. If FF&E. The FF&E shall be transferred to Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without on an “as is” basis with no representation or warrantywarranty of any kind from, effective and no recourse against, Sublandlord; provided, however, that Sublandlord represents and warrants as of the End Date, FF&E Transfer Date that it owns all of the FF&E free and clear of all liens and encumbrances and has the authority to so transfer the FF&E. Subtenant shall be solely responsible for the costs and expenses proper removal of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during and the ten (10) business day period prior to Building in accordance with the expiration terms and provisions of the Sublease Term)Master Lease. The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some transfer of ownership of the FF&E shall occur automatically on the FF&E Transfer Date and this Sublease shall constitute a ▇▇▇▇ of sale evidencing the transfer of the FF&E on the FF&E Transfer Date. Notwithstanding the foregoing provisions of this Section 19 to the contrary, if during the Term Subtenant is in Default hereunder and if Sublandlord terminates Subtenant’s rights to possess the Subleased Premises due to the applicable Default, then at Sublandlord’s election, the end prior transfer of its useful life all of Sublandlord’s right, title and has no value interest in and to the FF&E shall be voidable by Sublandlord upon written notice to such effect delivered to Subtenant. If Sublandlord hereby agrees that so elects to void such transfer, then Sublandlord shall provide notice of such election to Subtenant. In such event, (a) prior to or promptly following the expiration or earlier termination of this Sublease, Sublandlord shall conduct a walk-through of the Subleased Premises to catalog any items of damage, disrepair, misuse or loss among the FF&E (reasonable wear and tear excepted), and (b) Subtenant shall have the right, but not the obligationbe responsible, at Subtenant’s sole cost and expense, at for curing any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have (including, with respect to loss, replacing any obligation lost item with a substantially similar new item reasonably acceptable to compensate Sublandlord monetarily or otherwise for such items so removed and disposedSublandlord).

FF&E. During the Term of this Sublease, Sublandlord grants shall sell to Subtenant, free pursuant to the terms of charge and at no extra rentalthe B▇▇▇ of Sale attached hereto as Exhibit C, without representation or warranty except as expressly set forth in the right to use B▇▇▇ of Sale (i) on the Start Date, all office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed on Schedule 1 to the B▇▇▇ of Sale, which list does not include those items listed on Schedule 2 to the B▇▇▇ of Sale which shall be removed by Sublandlord on or before July 16, 2010 and (ii) at such time as Sublandlord vacates the Server Room, the UPS System and all of Sublandlord’s right, title and interest, if any, in Exhibit C and to the Back-up Generator in its then as-is condition (the “FF&EEquipment”). During the Sublease Term prior to the sale to Subtenant of the Equipment as provided in the immediately preceding sentence, conditioned upon Sublandlord grants to Subtenant, at no additional cost, the non-exclusive right to use the Equipment to supply back-up power to Subtenant’s server room and critical lab equipment located in the Building (collectively, “Subtenant’s Equipment”) so long as such use does not interfere with Sublandlord’s use of the Server Room and/or the Equipment. Except to the extent due to the gross negligence or willful misconduct of Sublandlord or Sublandlord’s violation of this Sublease, (a) Sublandlord shall have no liability to Subtenant of any kind under any circumstances arising out of or in connection with the Equipment or Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition use thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant hereby releases Sublandlord from and against any and all claims, damages, costs, expenses and liabilities (collectively, “Equipment Claims”) arising out of or in connection with the Equipment and/or Subtenant’s acceptance use thereof on an “AS IS, WHERE IS” basis. and (c) Subtenant shall be responsible for the repair indemnify, defend and maintenance hold Sublandlord harmless from and against any and all Equipment Claims arising out of the FF&E, or in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Termconnection with Subtenant’s use thereof. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior Notwithstanding anything to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E contrary contained in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&ESublease, Sublandlord shall have the right to remove terminate, by written notice to Subtenant, Subtenant’s non-exclusive right to use the FF&E from Equipment in the Subleased Premises during the ten event that either (10i) business day period prior to the expiration Subtenant uses more than 250kW of the Sublease Term). The preceding to UPS System as indicated on the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some control panel of the FF&E is at UPS System, or (ii) Subtenant installs any equipment other than Subtenant’s Equipment which would utilize the end Equipment without first obtaining Sublandlord’s prior written consent, which consent may be withheld if such equipment would materially interfere with Sublandlord’s operations or its use of its useful life and has no value the Equipment and/or Server Room. Subject to Subtenant. ’s default under this Sublease and force majeure, Sublandlord hereby agrees that Subtenant shall have use commercially reasonable efforts to operate and maintain the right, but not the obligation, Equipment in good condition at Subtenant’s sole cost and expense, at any time during all times throughout the Sublease TermTerm in accordance with manufacturer’s specifications and maintain all required governmental permits in connection therewith, to remove and dispose of any or all of including the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedBay Area Air Quality Management District permit.

FF&E. During the Term of this Sublease, Sub-Sublandlord grants hereby agrees to Subtenant, free of charge and rent to Sub-Subtenant (at no extra rental, charge or rent) the right to use all office furniture, cubicles and other related furniture, fixtures and equipment FF&E owned by Sub-Sublandlord and listed delivered to Sub-Subtenant within the Sub-Subleased Premises on the Commencement Date, all in Exhibit C (its “AS-IS” condition, “WHERE IS”, and without warranty, express or implied, of any kind or nature. Sub-Subtenant shall maintain and repair the “FF&E”), conditioned upon (a) FF&E as and when reasonably necessary at Sub-Subtenant’s agreement that Sublandlord has not made sole cost and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, expense. Provided this Sub-Sublease is in full force and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Subtenant shall be responsible for the repair and maintenance effect as of the FF&E, in as good a condition as when received date which is thirty (normal wear and tear and damage by fire or other casualty excepted30) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Expiration Date, and Sub-Subtenant shall be responsible is not then in default of this Sub-Sublease beyond any applicable notice and cure period and has not been in default of the Sub-Sublease for more than fifteen (15) days in the costs and expenses of removing aggregate during the FF&E. If Subtenant does not elect to purchase the FF&ETerm, then Sub-Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the option (in its sole discretion) to purchase all such FF&E for the price of One Dollar ($1.00) by written notice to Sub-Sublandlord on or before the thirtieth (30th) day prior to the Sublease Expiration Date (the “Purchased FF&E”). Sub-Sublandlord represents and warrants that there no party has claims for or liens against the Purchased FF&E. If Sub-Subtenant timely exercises such option, then the parties shall execute the ▇▇▇▇ of Sale attached hereto as Exhibit “C” and all right, title and interest of Sub-Sublandlord in such Purchased FF&E shall be deemed conveyed to Sub-Subtenant, and Sub-Subtenant shall, at its sole cost and expense, remove all of the Purchased FF&E from the Sub-Subleased Premises, and Sub-Subtenant shall repair any damage caused by such removal. If Sub-Subtenant shall not timely exercise such option, then such option shall be null and void and Sub-Subtenant shall have no further right or interest in the FF&E and Sub-Subtenant shall not be required to remove the FF&E from the Sub-Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedPremises.