Rosetta Stone 2014 Annual Report Download - page 145

(d)  Whenever Sub-Subtenant desires to take any action that would
require the consent of Sublandlord under the Sublease, Sub-Subtenant shall only take such action if the consent of each of Sublandlord
and Sub-Sublandlord is obtained, which consent, in the case of Sub-Sublandlord, shall automatically be deemed obtained if consented
to by Sublandlord so long as the obligations of Sub-Sublandlord as Subtenant under the Sublease are not increased by any of the
foregoing and Sub-Sublandlord does not incur any additional costs or expenses under the Sublease resulting therefrom.
7. 
(a) 
(i) Sub-Subtenant shall not make or permit to be made any alterations, additions, improvements, or
modifications to the Sub-Subleased Premises (an ) without (i) the prior written consent of Sub-Sublandlord and
Sublandlord and (ii), to the extent required by the Prime Lease, the prior written consent of Landlord. If the alteration is a Cosmetic
Alteration, then Sub-Sublandlord’s consent shall not be required (but Sub-Subtenant shall notify Sub-Sublandlord of such alteration).
A “” is an alteration that is (i) cosmetic in nature (e.g., painting, wallcoverings, carpeting, hanging of artwork, and
the like), and (ii) does not require a building permit to perform. If the alteration is other than a Cosmetic Alteration, then Sub-
Sublandlord’s consent shall be required, which consent shall not be unreasonably withheld, conditioned or delayed (and which consent
shall be deemed obtained if no response is made by Sub-Sublandlord to Sub-Subtenant’s request for consent within ten (10) days after
Sub-Subtenant’s delivery of such written request to Sub-Sublandlord). Any alterations shall be made at Sub-Subtenant’s expense, in a
good and workmanlike manner by contractors and subcontractors approved by Sublandlord, and, if required by the Prime Lease, by
Landlord, provided, however, with respect to alterations affecting the Walls/Partitions or Systems Furniture, Sub-Subtenant shall use
contractors, subcontractors and vendors designated by Sublandlord. All alterations shall be made only after Sub-Subtenant: (i) has
obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Sublandlord, and
(ii) has complied with all other requirements reasonably imposed by Sublandlord, including without limitation any requirements due to
the underwriting guidelines of Sublandlord’s insurance carriers. At Sub-Subtenant’s expense, Sub-Sublandlord shall join in submitting
Sub-Subtenant’s plans for any necessary governmental approval, if required by applicable law. Sub-Sublandlord’s consent (or deemed
consent) to any alterations and approval (or deemed approval) of any plans and specifications constitutes approval of no more than the
concept of these alterations and not a representation or warranty with respect to the quality or functioning of such alterations, plans and
specifications. Sub-Subtenant shall reimburse Sub-Sublandlord any charge actually incurred by Sub-Sublandlord by invoice from
Sublandlord in connection with any alteration performed by or on behalf of Sub-Subtenant hereunder. Sub-Subtenant hereby agrees to
indemnify and hold Sub-Sublandlord harmless against and from any and all claims, damages, costs, and fines arising out of or
connected with alterations performed by or on behalf of Sub-Subtenant hereunder.
(ii) All alterations performed by or on behalf of Sub-Subtenant shall remain in place at the end of the
Sub-Sublease Term unless Sublandlord requires removal of same in writing, in which event, Sub-Subtenant shall be responsible to
restore those portions of the Sub-Subleased Premises altered by Sub-Subtenant that are required to be restored by Sublandlord, at Sub-
Subtenant’s sole cost and expense on or prior to the end of the Sub-Sublease Term (including any early termination thereof).
(iii)  . Except to the extent caused by the negligence or willful misconduct of Sub-
Sublandlord, Sub-Subtenant hereby agrees to indemnify and hold Sub-Sublandlord harmless against and from any and all claims,
damages, costs, and fines arising out of or connected with