Rosetta Stone 2014 Annual Report Download - page 148

10. . Anything contained in this Sub-Sublease to the contrary notwithstanding, the only services or rights to
which Sub-Subtenant is entitled hereunder are those to which Sub-Sublandlord is entitled under the Sublease from Sublandlord. In the
event Sub-Sublandlord is entitled to any rental abatement on account of any interruption of essential services to the Sub-Subleased
Premises (and not other portions of the Subleased Premises subleased by Sub-Sublandlord pursuant to the Sublease) pursuant to the
terms of the Sublease, Sub-Subtenant shall be entitled to proportionately abate its rental obligations hereunder for the same period of
time. Sub-Subtenant shall, within thirty (30) days of demand, pay or reimburse Sub-Sublandlord for all costs and expenses actually
incurred by Sub-Sublandlord (i) payable under the Sublease arising solely out of Sub-Subtenant’s acts or omissions with respect to this
Sub-Sublease or the Sub-Subleased Premises or Sub-Subtenant’s requests for services in excess of those provided by Landlord and
included in Operating Expenses under the Prime Lease in connection with the Sub-Subleased Premises and (ii) for services to the Sub-
Subleased Premises requested in writing by Sub-Subtenant which are provided directly by Sublandlord and billed to Sub-Sublandlord,
including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime
or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is payable to
Landlord under the Prime Lease or which is provided by Sublandlord, and (f) any janitorial service in excess of those described on
Exhibit E of the Prime Lease. Sublandlord currently causes the carpeting in the elevator lobby of the Sub-Subleased Premises to be
cleaned approximately once per quarter, which frequency exceeds that set forth in the standard janitorial specifications set forth on
Exhibit E of the Prime Lease and therefore may result in a separate charge. To the extent Sub-Sublandlord is billed for such costs, Sub-
Subtenant shall pay the excess charge to Sub-Sublandlord that is allocable to the Sub-Subleased Premises as Additional Sub-Subrent
from time to time. Sublandlord currently maintains the Supplemental HVAC, as well as the water heaters, water filters, VAV boxes,
and appurtenances thereto. To the extent Sub-Sublandlord is billed by Sublandlord for such costs attributable to the Sub-Subleased
Premises, Sub-Subtenant shall pay its share of such maintenance costs to Sub-Sublandlord as Additional Sub-subrent from time to
time.
11. 
(a) In the event that Sub-Subtenant shall be in default beyond any applicable notice and cure period of any
covenant or obligation under this Sub-Sublease, or if any other default set forth in Section 19 of the Prime Lease occurs with respect to
Sub-Subtenant and is not cured within the applicable notice and cure periods set forth in such Section 19, then Sub-Sublandlord shall
have available to it all of the remedies available to Sublandlord under the Sublease in the event of a like default or failure on the part of
the Subtenant thereunder. Sub-Subtenant shall have the same cure periods and notice rights in connection with a default under this
Sub-Sublease as Tenant has under the Prime Lease; provided, however, if Sub-Sublandlord receives a notice of default from
Sublandlord relating to a default by Sub-Subtenant, then the period of time to cure such Sub-Subtenant default set forth in such default
notice shall govern. Sub-Sublandlord shall use commercially reasonable efforts to mitigate its damages resulting from a default under
this Sub-Sublease by Sub-Subtenant beyond any applicable notice and cure period. Notwithstanding anything contained herein to the
contrary, except with respect to payments that are required to be made by Sub-Subtenant directly to Sub-Sublandlord hereunder which
fail to be paid within the timeframes required hereby, Sub-Sublandlord shall not declare a default against Sub-Subtenant unless
Sublandlord has delivered a notice of such default to Subtenant under the Sublease with respect to the actions or omissions of Sub-
Subtenant (including failure of Sub-Subtenant to pay Sub-Subrent directly to Sublandlord).
(b) Revocation of Offset Payments. Notwithstanding the foregoing, in the event that (and during any period
that) Sublandlord revokes the Offset Payments (as defined in the Consent), then (i) in lieu of the cure period for monetary defaults set
forth in Section 19 of the Prime Lease as provided hereinabove, Sub-Subtenant shall be in default under this Sub-Sublease for failure
to pay Rent if Sub-