Lakefront 15 (fka Building 74) CONSENT TO SUBLEASE THIS CONSENT TO SUBLEASE ("Consent"), dated as of ____________,June 3 2019, is by and among HOME POINT FINANCIAL CORPORATION, a New Jersey corporation ("Tenant"), EHEALTHINSURANCE SERVICES, INC., a...
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Lakefront 15 (fka Building 74) CONSENT TO SUBLEASE THIS CONSENT TO SUBLEASE ("Consent"), dated as of ____________,June 3 2019, is by and among HOME POINT FINANCIAL CORPORATION, a New Jersey corporation ("Tenant"), EHEALTHINSURANCE SERVICES, INC., a Delaware corporation ("Subtenant"), and PRECEDENT LAKESIDE ACQUISITIONS, LLC, a Delaware limited liability company ("Landlord"), Landlord having an address at c/o Rubenstein Partners, Xxxx Centre, 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: Xxxxx X. Xxxxxxxxxx and X. Xxxxx Xxxxxxxxx, Xx. Background X. Xxxxxxxx (as successor-in-interest to Precedent Co-Investor, LLC, a Delaware limited liability company, as successor-in-interest to PP Indianapolis IV Project Corporation, a Delaware corporation) and Tenant (as successor-in-interest to Stonegate Mortgage Corporation, an Ohio corporation) are parties to that certain Lease Agreement dated May 24, 2011 (the "Original Lease"), as amended by that certain Xxxxx Xxxxxxxx dated May 21, 2012 (the "First Addendum"), as further amended by that certain Xxxxx Xxxxxxxx II dated July 2, 2012 (the "Second Addendum"), as further amended by that certain Xxxxx Xxxxxxxx XXX dated March 1, 2013 (the "Third Addendum"), as further amended by that certain Lease Addendum IV dated March 1, 2013 (the "Fourth Addendum"), and as further amended by that certain Fifth Amendment to Lease dated September 7, 2016 (the "Fifth Amendment", and collectively with the Original Lease, the First Addendum, the Second Addendum, the Third Addendum and the Fourth Addendum, the "Prime Lease") respecting certain premises ("Premises") in the building known as Lakefront 15 (and formerly known as Building 74) located at 0000 Xxxxxxxx Xxx Xxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, in the office park commonly known as of the date of this Lease as Lakefront at Keystone (and formerly known as Precedent Office Park) (the "Park"). B. Tenant and Subtenant wish to enter into a certain sublease (the "Sublease") dated _____________________,June 3 2019, respecting the portion of the Premises described therein as Suite 200 and Suite 300 in the Building (the "Sublease Premises"). C. The Prime Lease provides that Tenant may not enter into any sublease without Landlord's prior written approval. X. Xxxxxx and Subtenant have herewith presented the fully-executed Sublease to Landlord for Landlord's approval, and Landlord is willing to approve the same, upon and subject to all of the terms and conditions contained herein. X. Xxxxxxxx and Subtenant are contemplating the execution of a certain Office Lease concurrently herewith (the "Direct Lease"), by which Subtenant leases all space in the Building from Landlord including the Sublease Premises commencing immediately after the expiration of the Prime Lease and the Sublease. 1
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Lakefront 15 (fka Building 74) Subtenant's tenancy and right to possession of the Sublease Premises under and pursuant to the terms of the Sublease shall continue undisturbed by Landlord or its successors and assigns, and (iii) Subtenant shall attorn to Landlord and shall recognize Landlord as Subtenant's landlord under the Sublease, as if the Sublease were a direct lease between Landlord and Subtenant, except that Landlord shall not be bound by any provision of the Sublease which in any way increases Landlord's duties, obligations or liabilities to Subtenant beyond those owed to Tenant under the Prime Lease. In the event of Prime Lease Termination, Subtenant agrees to execute and deliver at any time and from time to time, upon request of Landlord, any instruments which Landlord deems necessary or appropriate to evidence such attornment; Tenant shall immediately pay or transfer to Landlord any security deposit, rent or other sums then held by Tenant under the Sublease; and Landlord shall not (w) be liable to Subtenant for any act, omission or breach of the Sublease by Xxxxxx, (x) be subject to any offsets or defenses which Subtenant might have against Tenant, (y) be bound by any rent or additional rent which Subtenant might have paid in advance to Tenant, or (z) be bound to honor any rights of Subtenant in any security deposit made with Tenant except to the extent Tenant has turned over such security deposit to Landlord. Notwithstanding anything in this Consent or the Direct Lease to the contrary, if, during the remaining term of the Prime Lease, Landlord exercises its rights to terminate the Prime Lease due to a casualty or condemnation or Subtenant exercises its rights to terminate the Sublease due to a casualty or condemnation, then the Direct Lease will terminate concurrently with any such termination of the Prime Lease or the Sublease. In addition, notwithstanding anything to the contrary in the Sublease, Subtenant agrees that its right to terminate the Sublease pursuant to the provisions of Section 10.1 of the Prime Lease, as incorporated into the Sublease, is hereby modified to delete the reference to “nine (9) months” in the fourth sentence of Section 10.1 of the Prime Lease, as incorporated into the Sublease, and replace such reference with “365 days”. (B) "Prime Lease Termination" means any event which, by voluntary or involuntary act or by merger of interests or operation of law, might cause or permit the Tenant's right to possession of the Sublease Premises to be terminated and/or the Prime Lease to be terminated, canceled, foreclosed against, or otherwise come to an end prior to its expiration date, including, but not limited to (1) a default by Tenant under the Prime Lease; (2) foreclosure proceedings brought by the holder of any mortgage or trust deed to which the Prime Lease is subject; (3) the termination of Tenant's leasehold estate by dispossession proceeding or otherwise or (4) mutual agreement of Landlord and Tenant; provided, however, that “Prime Lease Termination” excludes the termination of the Prime Lease due to casualty or condemnation in accordance with the terms and conditions of the Prime Lease. (C) Landlord's liability shall be limited to matters arising during Landlord's ownership of the Building, and in the event that Landlord (or any successor owner) shall convey or dispose of the Building to another party, such party shall thereupon be and become "Landlord" hereunder and shall be deemed to have fully assumed and be liable for all obligations under this Consent or the Sublease to be performed by Landlord which first arise after the date of conveyance, including the return of any security deposit, and Tenant shall attorn to such other party, and Landlord (or such successor owner) shall, from and after the date of conveyance, be free of all liabilities and obligations 3
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Lakefront 15 (fka Building 74) 18. Indemnification . Tenant and Subtenant agree to indemnify and hold Landlord harmless from and against any loss, cost, expense, damage or liability, including reasonable attorneys' fees, incurred as a result of a claim by any person or entity (i) that is entitled to a commission, finder's fee or like payment in connection with the Sublease or (ii) relating to or arising out of the Sublease or any related agreements or dealings. 19. Compliance with Laws . Xxxxxx agrees that Tenant shall comply, at Xxxxxx's sole cost and expense, with all applicable laws, rules, statutes, ordinances and regulations in connection with the subletting of the Sublease Premises, and shall supply Landlord with reasonable evidence of such compliance. 20. Miscellaneous . This Consent shall be governed by and construed in accordance with the internal laws of the State of Indiana. The parties hereby agree that the exclusive jurisdiction and venue for any action arising out of, involving or in any way related to this Consent or the Sublease or Prime Lease shall be the Indiana Commercial Court located in Xxxxxx County, Indiana or, if the Commercial Court does not exist, in a state court located in Xxxxxx County, Indiana or a Federal Court located in the Southern District of Indiana. The submission of this Consent for examination does not constitute Landlord's consent to the Sublease, and this Consent shall become effective only upon execution and delivery thereof by all parties. The captions of the paragraphs and subparagraphs in this Consent are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof. Xxxxxxxx is intended to be a third party beneficiary of the Sublease. Notwithstanding any provision of the Sublease to the contrary, Tenant and Subtenant acknowledge and agree that Landlord is not, and is not intended to be, a party to the Sublease, and this Consent shall create no liability or obligation whatsoever on the part of Landlord to Tenant or Subtenant. Nothing contained herein shall be construed as an approval or ratification by Landlord of any of the particular provisions of the Sublease. This Consent shall not be recorded. 21. Counterparts . This Consent may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Consent by facsimile or email shall be equally as effective as delivery of an original executed by counterpart of this Consent. Any party delivering an executed counterpart of this Consent by facsimile or email also shall deliver an original executed counterpart of this Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Consent. 22. Authority . The parties hereto each hereby represents and warrants to the other parties that the person executing this Consent on its behalf is duly authorized and empowered to do so. The parties hereto each hereby represents and warrants to the other parties that this Consent, when fully executed and delivered, shall be binding upon it, enforceable in accordance with and subject to the terms, conditions and provision hereof. 23. Contingency . The parties acknowledge and agree that this Consent is contingent upon Landlord and Subtenant entering into the Direct Lease, in a form acceptable to such parties. 9
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Lakefront 15 (fka Building 74) EXHIBIT "A" THE SUBLEASE (executed copy to be attached) A-1
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HPF Form (2018) SUBLEASE AGREEMENT This Sublease Agreement (the “Sublease Agreement” or “Sublease”) is made this ___3rd day of ______,June 2019 (the “Sublease Effective Date”), by and between Home Point Financial Corporation, a New Jersey corporation, as successor-in-interest to Stonegate Mortgage Corporation, an Ohio corporation (“Sublessor”) and eHealthinsurance Services, Inc., a Delaware corporation (“Sublessee”). RECITALS WHEREAS, Sublessor currently leases office space located at 0000 Xxxxxxxx Xxx X Xx, Xxxxxxxxxxxx, XX 00000 consisting of approximately 77,431 rentable square of the building commonly known as Building 74 (the “Building”) of the Precedent Office Park (as more particularly described in the Primary Lease, as such term is subsequently defined herein, the “Premises”); WHEREAS, Sublessor intends to retain a portion of the Premises consisting of approximately 21,155 rentable square feet and referred to as 0000 Xxxxxxxx Xxx X Xx, Xxxxxx 100, 120 and 130 (the “Home Point Premises”); WHEREAS, Sublessor intends to sublet to Sublessee a portion of the Premises consisting of approximately 56,276 rentable square feet and referred to as 0000 Xxxxxxxx Xxx Xxxx Xxxxx, Xxxxxx 000 and 300 (the “Sublease Premises”), as shown on Exhibit “B” attached hereto and made a part hereof; and WHEREAS, Sublessee desires to sublease the Sublease Premises from Sublessor pursuant to the terms hereof. NOW THEREFORE, in consideration of good and valuable consideration, including the promises and agreements hereafter set forth, the parties agree as follows: 1. Primary Lease. (a) Sublessor (as lessee) and Precedent Lakeside Acquisitions, LLC (the “Landlord”) (successor in interest to Precedent Co-Investor, LLC, a Delaware limited liability company, itself successor in interest to PP Indianapolis IV Project Corporation), are parties to that certain Lease Agreement dated May 24, 2011 (the “Original Lease”), as amended by that certain Xxxxx Xxxxxxxx dated May 21, 2012 (the “First Addendum”), that certain Xxxxx Xxxxxxxx XX dated July 2, 2012 (the “Second Addendum”), that certain Lease Addendum III dated March 1, 2013 (the “Third Addendum”), that certain Lease Addendum IV dated March 1, 2013 (the “Fourth Addendum”) and that certain Fifth Amendment to Lease dated
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September 7, 2016 (the “Fifth Addendum”), and together with the Original Lease, the First Addendum, the Second Addendum the Third Addendum, the Fourth Addendum and the Fifth Addendum, the “Primary Lease”), a copy of which is attached hereto as Exhibit “A” and by reference made a part herein, including any and all amendments, assignments and modifications thereto. There have been no further amendments and/or other modifications to the Primary Lease other than as set forth in Exhibit “A.” Sublessee desires to sublease the Sublease Premises on the terms and conditions set forth in this Sublease Agreement, subject to the terms and conditions of the Primary Lease. Notwithstanding anything contained in the Primary Lease to the contrary and except as stated herein, Sublessee shall have the same obligations, rights, and remedies under the Primary Lease, as incorporated herein, as to the Sublease Premises, of Sublessor, as if Sublessee was a “lessee” or “tenant” under the Primary Lease and Sublessee agrees perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of the Primary Lease, as incorporated herein, applicable to the Sublease Premises, other than the Excluded Obligations (as defined below). (b) The terms, conditions and respective obligations of Sublessor and Sublessee to each other under this Sublease shall be the terms and conditions of the Primary Lease, as incorporated herein, except for (i) the Excluded Obligations (as defined below)) and (ii) those provisions of the Primary Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Primary Lease. Therefore, for the purposes of this Sublease and except as expressly provided herein, wherever in the Primary Lease the word “Lessor” is used, it shall be deemed to mean the Sublessor herein; and wherever in the Primary Lease the word “Lessee” is used, it shall be deemed to mean the Sublessee herein; and wherever the word “Demised Premises” is used, it shall be deemed to mean the Sublease Premises herein. For purposes of this Sublease, the “Excluded Obligations” shall mean and include (i) any duties and obligations of Sublessor arising under the Primary Lease prior to the Sublease Commencement Date, (ii) any duties and obligations of Sublessor under the Primary Lease relating to the Sublessor's use and possession of the Home Point Premises, and (iii) the exclusions set forth in Section 1(c) below. (c) Sublessee shall have no obligation to Sublessor or the Landlord to (i) cure any default of Sublessor under the Primary Lease, (ii) repair any damage to the Sublease Premises caused by the Sublessor, (iii) remove any alterations or additions installed within the Sublease Premises by Sublessor or otherwise existing as of the Sublease Commencement Date, (iv) indemnify Sublessor or Landlord with respect to any negligence or willful misconduct of Sublessor, or any of its officers, directors, employees, agents, representatives or invitees, or Sublessor’s breach of this Sublease, or (v) discharge any liens on the Sublease Premises that arise out of any work performed or claimed to be performed, by or at the direction of Sublessor. Except as set forth below and provided in Section 1(b) above, this Sublease, the terms and conditions of this Sublease shall include all of the terms of the Primary Lease and such terms are incorporated into this Sublease as if fully set forth herein, except that: (a) the Page 2 of 14
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following provisions shall not be included: Sections 1.3, 1.4, 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 3.1, 3.2, 3.4, 7.1 (second paragraph only), 19.1; 24.13, 24.16, 24.25, 24.26, 24.27, 24.28, 24.29, 24.30, 24.31 (first sentence only), Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit E-1, Exhibit G, Exhibit H, Exhibit H-1, First Addendum, Second Addendum, Third Addendum and Fourth Addendum, (b) references in the following provisions to "Lessor" shall mean "Landlord" rather than Sublessor: Sections 4.2, 6.1, 6.2, 6.3, 8.1, 10.1, 10.2, 11.1 (first sentence only), 21.1, 23.1, 23.2, 23.3, 23.4, 23.5, 23.6, 24.3, 24.4 and Exhibit F; and (c) wherever there is a requirement to pay the costs and expenses of "Lessor," Sublessee shall only be obligated to pay Landlord’s costs and expenses and not both Sublessor’s and Xxxxxxxx’s costs and expenses. (d) During the term of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Landlord, each and every obligation of Sublessor under the Primary Lease, as incorporated herein, that is not an Excluded Obligation (collectively, the “Sublessee’s Assumed Obligations”). 2. Sublease Term and Termination. (a) This Sublease shall commence on the later of (a) June 1, 2019 or (b) the date on which the Landlord provides consent pursuant to Section 7 hereto and Sublessor delivers possession of either Suite 300 or the entire Sublease Premises to Sublessee in the required condition described below (the “Sublease Commencement Date”) and shall terminate on October 31, 2022 (the “Sublease Termination Date”). If Sublessor will not be able to deliver Suite 200 on the Sublease Commencement Date, (i) Sublessor shall provide Sublessee with 15 days prior written notice of such inability, (ii) Rent shall be prorated accordingly based on the actual space occupied by Sublessee until Suite 200 is turned over to Sublessee in the required condition and (iii) the Sublease Commencement Date shall occur as to Suite 200 on the date Sublessor delivers Suite 200 to Sublessee in the required condition. Sublessor shall use commercially reasonable efforts to deliver Suite 300 to Sublessee in the required condition no later than June 1, 2019 and to deliver Suite 200 to Sublessee in the required condition not later than July 1, 2019. Notwithstanding anything to the contrary herein, (i) if Sublessor fails to deliver Suite 300 to Sublessee in the required condition by June 1, 2019, then the date Sublessee is otherwise obliged to commence payment of Rent as to Suite 300 shall be delayed by one day for each day that the Sublease Commencement Date as to Suite 300 is delayed beyond such date and (ii) if Sublessor fails to deliver Suite 200 to Sublessee in the required condition by July 1, 2019, then the date Sublessee is otherwise obliged to commence payment of Rent as to Suite 200 shall be delayed by one day for each day that the Sublease Commencement Date as to Suite 200 is delayed beyond such date. Sublessor will deliver possession of the Sublease Premises to Sublessee in good, vacant (other than FF&E remaining in Page 3 of 14
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accordance with Section 4(d), below), clean and otherwise in the condition as of the date hereof. (b) Sublessee shall be responsible for any costs, expenses, losses, penalties and damages in amounts equal to those stated in the Primary Lease, as incorporated herein, and indemnify and hold Sublessor harmless from the same, should it retain possession of the Sublease Premises or otherwise holdover beyond the expiration of the Sublease or upon earlier termination as provided herein or in the Primary Lease, as incorporated herein. If Sublessee enters into a direct follow on lease with Landlord for the Home Point Premises, Sublessor shall vacate and deliver the Home Point Premises to Landlord in the condition required by the Primary Lease on or before October 31, 2022. (c) At the conclusion of the Sublease term, Sublessee shall not be required to remove any improvements made to the Sublease Premises (unless such improvements were installed by Sublessee and not expressly approved by Sublessor or Landlord) including, but not limited to, cables, wiring or conduits. Without limiting the foregoing, Sublessee shall have no obligation to remove any alterations or improvements existing in the Sublease Premises as of the Sublease Commencement Date. Notwithstanding anything to the contrary herein or in the Primary Lease, upon the occurrence of the Sublease Termination Date, Sublessee will be fully released and discharged from any further obligation under this Sublease, except those obligations intended to survive the expiration or earlier termination of this Sublease. 3. Sublease Rent and Other Charges. Sublessee agrees during the term of this Sublease to pay the Rent (defined below) for the Sublease Premises. (a) Rent. Sublessee shall pay to Sublessor as Rent for the Sublease Premises equal monthly payments in advance, for the period starting on the Sublease Commencement Date and then on the first day of each month thereafter until and including the Sublease Termination Date, as follows: Time Period* Monthly Rent June 1 - August 31, 2019 $0.00 September 1, 2019- May $71,986.38 31, 2020 June 1, 2020 – May 31, $74,145.97 2021 June 1, 2021 – May 31, $76,370.35 2022 June 1, 2022 – October 31, $78,661.46 2022 Page 4 of 14
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* If the Sublease Commencement Date occurs on a date later than June 1, 2019, the above schedule shall be adjusted to provide for three (3) full calendar months of abated Rent from and after the Commencement Date and three percent (3%) Rent adjustments on each anniversary of the Sublease Commencement Date. Sublessee shall remit Rent payments in the monthly sums stated on or before the first day of each month. Rent Defined. All monetary obligations of Sublessee to Sublessor under the terms of this Sublease Agreement are deemed to be rent (“Rent”). Rent shall be payable in lawful money of the United States to Sublessor at the address stated herein or to such other persons or at such other places as Sublessor may designate in writing. (b) Additional Rent. During the term of this Sublease, the Sublessee shall not be responsible for the payment of any Additional Rent (as defined in Section 3.2 the Primary Lease). Such Additional Rent shall remain the obligation of the Sublessor. Notwithstanding anything to the contrary herein, Sublessor acknowledges and agrees that this Sublease is intended to be a “full service” sublease and, except as expressly provided in this Section 3, Sublessee shall in no event have any obligation to perform or to pay directly, or to reimburse Sublessor for, all or any portion of any premiums, claims, losses, fees, charges, costs and expenses for taxes, insurance premiums, operating expenses, common area charges, utilities or any other expenses for the operation, management, maintenance and repair (other than costs for repairs related to damages caused by Sublessee) of the Premises or the Building. (c) Security Deposit. Concurrently with Xxxxxxxxx’s execution of this Sublease, Sublessee shall deposit with Sublessor a cash sum in the amount of $71,986.38 (the “Security Deposit”). Sublessor shall hold the Security Deposit as security for the performance of Sublessee’s obligations under this Sublease and under the Primary Lease. If Sublessee defaults beyond applicable notice and cure periods on any provision of this Sublease or of the Primary Lease, Sublessor may, without prejudice to any other available remedy, apply all or part of the Security Deposit to any rental or other sums in default; to any amount Sublessor may spend or be obligated to spend exercising or protecting its rights under the Sublease or the Primary Lease; or to any expense, loss or damage Sublessor may suffer because of Sublessee’s default. In the event Sublessor is required to apply any portion of the Security Deposit, Sublessee shall, within five (5) days following written notice thereof from Sublessor, replenish the Security Deposit by the amount so applied by Sublessor. Sublessor shall have no obligation to hold the Security Deposit in an interest bearing account and Sublessee shall have no right to any interest that may be earned on such funds. The Security Deposit (less any amounts necessary to cure any then existing defaults or to make any necessary repairs that are Sublessee’s obligation hereunder) shall be returned to Sublessee within thirty (30) days after the expiration or other termination of the Sublease. Page 5 of 14
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4. Use and Quiet Enjoyment of Sublease Premises. (a) Agreed Use. The Sublease Premises shall be used and occupied by Sublessee only for General Office use and such other uses as are permitted in the Landlord Consent (as defined below) and for no other purpose. Sublessee shall keep and maintain the Sublease Premises in good order and condition in accordance with the Primary Lease, as incorporated herein, including but not limited to Section 8.2. Sublessee shall comply with all applicable rules and regulations specified in the Primary Lease, including but not limited to Exhibit F thereto. Notwithstanding anything in the Primary Lease or herein to the contrary, any invoices related to any additional services and materials for the Sublease Premises requested from the Landlord by Sublessee but presented to the Sublessor shall be promptly paid by Sublessee when presented by Sublessor. Under no circumstances shall Sublessee request any additional services or materials in violation of the Primary Lease. (b) Quiet Enjoyment. Upon the Sublease Commencement Date, Sublessee may take immediate possession of the Sublease Premises and retain use and possession thereof until the Sublease Termination Date or earlier termination of this Sublease. Upon request by Sublessee and without any cost or expense to Sublessee, Sublessor will use its best efforts to cause Landlord to perform its obligation under the Primary Lease for the benefit of Sublessee. Sublessor agrees not to violate any of the terms and conditions of the Primary Lease or cause the terms and conditions thereof to be violated. Sublessor shall not cause or permit any conditions, act, or omission that would, whether or not with notice of with passage of time, constitute default under the Primary Lease. Sublessor shall fully perform all of its obligations under the Primary Lease to the extent Sublessee has not expressly agreed to perform such obligations under this Sublease. Sublessor shall not terminate or take any actions giving rise to a termination right under the Primary Lease, amend or waive any provisions under the Primary Lease with respect to the Sublease Premises or make any elections, exercise any right or remedy or give any consent or approval under the Primary Lease with respect to the Sublease Premises without, in each instance, Sublessee's prior written consent. (c) [Intentionally Deleted] (d) Furniture, Fixtures, and Equipment. Sublessee shall have the right to utilize all existing furniture, fixtures, and equipment in the Sublease Premises as of the Sublease Commencement Date (the “FF&E”) for the duration of the Sublease and as of the Sublease Termination Date or earlier termination or expiration of this Sublease , the ownership of all furniture, fixtures, and equipment shall pass to the Sublessee at no cost. Page 6 of 14
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with a copy to: Chief Legal Officer xxxxx@xxxx.xxx If to Sublessee, to: eHealthInsurance Services, Inc. 00000 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxx Xxxxx, XX 00000 Attention: Xxxxx Xxxxx Email: xxxxx.xxxxx@xxxxxxx.xxx with a copy to: General Counsel xxxxxxxxxxx@xxxxxxx.xxx (f) Governing Law. This Sublease Agreement shall be governed by and construed in accordance with the laws of the State of Indiana without reference to the choice of law principle thereof. (g) Severability. In the case any provision in this Sublease Agreement shall be found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be construed and enforced as if it had been more narrowly drawn so as not to be invalid, illegal, or unenforceable, and the validity, legality, and enforceability of the remaining provisions of the Sublease Agreement shall not in any way be affected or impaired thereby. (h) Successors and Assigns. This Sublease Agreement shall be binding upon the parties hereto and their respective permitted successors and assigns. (i) Third Party Beneficiaries. This Sublease Agreement is intended for the sole benefit of the parties hereto and their respective successors and permitted assigns, and there shall be no other third party beneficiaries. (j) Default by Sublessee. If Sublessee defaults in the payment of Rent or breaches any other covenant or agreement of this Sublease or applicable covenant or agreement of the Primary Lease, Sublessor may exercise any remedies available at law or in equity, terminate this Sublease, and with or without process of law, expel or remove Sublessee or any other person or persons in occupancy from the Sublease Premises, together with their goods and chattels, using such force as may be necessary in the judgment of Sublessor or its agent in so doing, and repossess the Sublease Premises just as if the Sublessee repudiated this Sublease and thereupon, in addition to Sublessor’s right to exercise any remedies available at law or in equity. Page 10 of 14
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(k) Attorney Xxxx, Costs, etc. If any action at law or in equity, including an action for declaratory relief is brought to enforce or interpret the provisions of this Sublease Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and court costs from the other party. Such fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose. Such fees shall be in addition to any other relief that may be awarded. (l) Brokers. Each party hereto represents and warrants to the other that it has not dealt with any broker other than Scotland Xxxxxx & Associates, LLC and CBRE Group, Inc., representing Sublessor (“Sublessor’s Brokers”), and Newmark Xxxxxx Xxxxx, representing Sublessee (“Sublessee’s Broker”), in connection with this Sublease. Sublessor is responsible for paying both Sublessor’s Brokers and Sublessee’s Broker, and shall pay Sublessee’s Broker the commission specified in the letter of intent dated April 2, 2019. Each of Sublessor and Xxxxxxxxx agrees to indemnify and hold the other harmless from all claims arising as a result of the indemnifying party’s breach of this Section. The obligations of Sublessor and Sublessee under this Section shall survive the expiration or earlier termination of this Sublease. Page 11 of 14
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Exhibit A Primary Lease Page 13 of 14
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Exhibit B Diagram of the Premises Page 14 of 14
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Lakefront 15 (fka Building 74) EXHIBIT "B" SUBLEASE PROFIT PAYMENTS Based on Tenant's representation that there will be no rental payable under the Sublease which exceeds the amount of rental payable under the Prime Lease (prorated as provided for in the Prime Lease and after deduction by Tenant for the reasonable and necessary costs associated with the Sublease amortized over the remaining term of the Prime Lease), no additional payments shall be due to Landlord pursuant to Section 17.1 of the Prime Lease. I\14407490.8 B-1