Rosetta Stone 2014 Annual Report Download - page 150

Sublease, to secure the payment and performance by Sub-Subtenant of all of Sub-Subtenant’s obligations, covenants, conditions and
agreements under this Sub-Sublease. If in the form of cash, Sub-Sublandord shall not be required to keep the Security Deposit separate
from other funds or accounts of Sub-Sublandord and the Security Deposit shall not bear interest. If Sub-Subtenant defaults in the
observance or performance of any of such terms and conditions (beyond any applicable notice and cure period of any covenant or
obligation under this Sub-Sublease), Sub-Sublandord may use or apply all or any part of the Security Deposit for the payment of any
Rent not paid when due or for the payment of any other amounts due Sub-Sublandord by reason of such default, including any costs of
Sub-Sublandord’s observing or performing such terms or conditions on Sub-Subtenant’s behalf and any deficiencies in reletting or
damages incurred by Sub-Sublandord. If Sub-Sublandord shall use or apply all or any part of the Security Deposit, Sub-Subtenant
shall, immediately upon notice from Sub-Sublandlord (and in any event within three (3) business days’ thereafter), shall deliver to Sub-
Sublandord additional funds so as to restore the Security Deposit to the amount specified above. If Sub-Subtenant shall faithfully
observe and perform all of the terms and conditions of this Sub-Sublease, the Security Deposit, or so much thereof as shall not have
been used or applied in accordance with this Section 14, shall be returned to Sub-Subtenant within thirty (30) days after the expiration
or sooner termination of this Sub-Sublease and the vacation and surrender of the Sub-Sublet Premises in accordance with this Sub-
Sublease. In the event of any assignment of Sub-Sublandord’s interest in this Sub-Sublease, Sub-Sublandord shall have the right to
transfer the Security Deposit to such assignee, in which event such assignee shall hold, use and apply the Security Deposit in
accordance with the covenants, terms and conditions of this Sub-Sublease. Sub-Subtenant shall look solely to the assignee for the
return of the Security Deposit and Sub-Sublandord shall thereupon be released from all liability to Sub-Subtenant for the return of the
Security Deposit. Sub-Subtenant shall not assign (other than to a permitted assignee of this Sub-Sublease) or encumber its interest in
the Security Deposit and no such assignment or encumbrance shall be valid or binding upon Sub-Sublandord. Notwithstanding
anything contained herein to the contrary, if, after posting the Security Deposit, Sublandlord reinstates the Offset Payment, then Sub-
Sublandlord shall return the Security Deposit to Sub-Sublandlord within five (5) days after notice of such reinstatement, and if, after
reinstatement, the Offset Payments are again revoked, then the provisions of this Section 14 shall again apply and Sub-Sublandlord
shall deposit the Security Deposit with Sub-Sublandlord. For clarity, the intention is that so long as the Offset Payment provision of the
Consent is applicable, then no Security Deposit shall be required under this Sub-Sublease, but if the Offset Payment provision of the
Consent is not applicable, then during any period in which the Offset Payment provision is not applicable, Sub-tenant shall be required
to deposit and maintain the Security Deposit with Sub-Sublandlord in accordance with the provisions of this Section 14.
15. Each party represents and warrants to the other that, except for CBRE, Inc. ()
and Jones Lang LaSalle Brokerage, Inc. ( and, together with Sub-Subtenant’s Broker, “”) (i)
no broker brought about this transaction or dealt with either party in connection herewith, and (ii) neither party has had any dealings
with any real estate broker, finder or other person, with respect to this Sub-Sublease in any manner. Each party agrees to indemnify,
defend and hold harmless the other against and from any and all losses, costs, claims, damages and expenses (including, without
limitation, reasonable attorneys’ fees) which may be claimed by any broker (other than the Brokers) by reason of any dealings, actions
or agreements with the indemnifying party. Sub-Sublandlord agrees to compensate the Brokers pursuant to the terms of a separate
agreement between Sub-Sublandlord and the Brokers.
16. All notices given or required to be given pursuant to the provisions hereof shall be in writing and shall only
be sent by reputable overnight delivery service or certified mail, postage prepaid, return receipt requested, to the following addresses,
or to such other address as the party to be notified shall specify in writing by such notice: