Rosetta Stone 2014 Annual Report Download - page 140

because it has entered into another sub-sublease or occupancy agreement with a third party, and (D) the configuration of
Walls/Partitions or Systems Furniture at the time of Sub-Sublease termination is unworkable for the users intended to occupy the Sub-
Subleased Premises after the Sub-Sublease termination date, then Sub-Sublandlord and Sub-Subtenant shall work cooperatively to
design a reconfiguration of the portion of the Walls/Partitions and/or Systems Furniture that had been modified by Sub-Subtenant,
which reconfiguration both satisfies the requirements of the subsequent user and offers the least, reasonable amount of reconfiguration
work to be performed to the Walls/Partitions and/or Systems Furniture. Sub-Subtenant shall thereupon perform such reconfiguration of
Walls/Partitions and/or Systems Furniture at Sub-Subtenant’s sole cost and expense upon the later to occur of either the termination
date of the Sub-Sublease or ten (10) business days after the parties have agreed upon the revised configuration as aforesaid. In no event
shall Sub-Subtenant be required to perform more reconfiguration work than would be required to return the configuration of the
Walls/Partitions and/or Systems Furniture to the condition set forth on , however.
(c)  In consideration for the rents and other promises contained in this Sub-Sublease, Sub-
Sublandlord shall sub-sublease to Sub-Subtenant (and Sub-Subtenant shall sub-sublease from Sub-Sublandlord) the furniture and
equipment listed on   attached hereto (the  at no extra cost or expense to Sub-Subtenant. Sub-
Sublandlord shall remove any furniture and equipment located in the Sub-Subleased Premises in excess of that set forth on Exhibit B-2
prior to the Sub-Sublease Commencement Date. Sub-Subtenant shall have the right to remove all or any Personal Property from the
Sub-Subleased Premises and is not required to restore same at the end of the Sub-Sublease Term. Unless insured by Sublandlord, Sub-
Subtenant shall be responsible to insure the Personal Property under the special cause of loss business property insurance required by
Section 17.A.(1) of the Prime Lease, naming Tenant as loss payee under such policy for the Personal Property
(d)   . As of the date hereof, the Sub-Subleased Premises contains and/or is served by
supplemental HVAC equipment as set forth on  (). Sub-Subtenant shall have the right to use the
Supplemental HVAC under the terms and conditions hereinafter set forth. Sub-Sublandlord makes no representation or warranty as to
the capacity or output of the Supplemental HVAC or to its sufficiency to service Sub-Subtenant’s particular requirements in the Sub-
Subleased Premises, and Sub-Subtenant acknowledges that the Supplemental HVAC equipment is in its "as is, where is" condition,
subject only to Section 2(e), below. Sub-Subtenant shall reimburse Sub-Sublandlord from time to time, within thirty (30) days after
invoice therefor, all costs for use of the Supplemental HVAC actually incurred by Sub-Sublandlord pursuant to invoice from
Sublandlord, including, without limitation, costs for electricity and chilled water or condenser water (including any costs for
depreciation charged by Landlord as set forth below) serving the Supplemental HVAC. Sub-Sublandlord shall not be required, under
any circumstance, to replace the Supplemental HVAC servicing the Sub-Subleased Premises or to perform repairs or maintenance
thereto.
(e)  . Notwithstanding the foregoing provisions respecting the “as is” condition of the
Systems Furniture, Walls/Partitions, Personal Property, and Supplemental HVAC, Sub-Sublandlord will agree to repair any Systems
Furniture, Walls/Partitions, Personal Property or Supplemental HVAC that are not operational or improperly functioning in a material
manner on and as of the Sub-Sublease Commencement Date, subject to and in accordance with the provisions hereof, as part of Sub-
Sublandlord’s initial delivery requirement. On or about the Sub-Sublease Commencement Date, but in any event prior to Sub-
Subtenant’s occupancy or move-in to the Sub-Subleased Premises, a representative of each of Sub-Sublandlord and Sub-Subtenant
shall jointly inspect the Sub-Subleased Premises to identify material, malfunctioning Systems Furniture, Walls/Partitions, Personal
Property or Supplmental HVAC units or any of the foregoing that were not removed or reconfigured as required herein, and shall,
each acting in