Exhibit 10.4.2


 


 


SUB-SUBLEASE AGREEMENT


 


 


FOLKSAMERICA REINSURANCE COMPANY,


 


 


As
Sub-Sublandlord,


 


AND


 


 


ARCH INSURANCE COMPANY,


 


 


As Sub-Subtenant


 


 


Dated as of the 31st day of
December, 2002


 

















 


SUB-SUBLEASE
AGREEMENT


 


THIS SUB-SUBLEASE AGREEMENT (hereinafter
referred to as this “Sub-Sublease”)
is made as of the 31st day of December, 2002 by and between FOLKSAMERICA REINSURANCE COMPANY, a New
York corporation having an office at One Liberty Plaza, New York, New York
10006 (hereinafter referred to as “Sub-Sublandlord”)
and ARCH INSURANCE COMPANY, a
Missouri corporation having an office at One Liberty Plaza, New York, New York
10006 (hereinafter referred to as “Sub-Subtenant”).


 


WITNESSETH:


 


WHEREAS, pursuant to
that certain lease dated as of December 1, 1988, as supplemented and modified
by that certain first supplemental agreement dated May 8, 1998 (sometimes
hereinafter referred to as the “First
Supplemental Agreement”) (said lease, as so supplemented and
modified, hereinafter referred to as the “Prime
Lease”), between WFP One Liberty Plaza Co. L.P. (formerly known as
Olympia & York OLP Company and hereinafter referred to as “Prime Landlord”), as landlord, and
Generali – U.S. Branch (successor-in-interest to Generali Insurance Company of
Trieste & Venice and hereinafter referred to as “Prime Sublandlord”), as tenant, Prime Landlord leased to
Prime Sublandlord the entire (29th) twenty-ninth floor (hereinafter
referred to as the “Premises”) in
the building located at One Liberty Plaza, New York, New York (hereinafter
referred to as the “Building”);
and


 


WHEREAS, pursuant to
that certain agreement of sublease dated as of December 15, 1999, between Prime
Sublandlord, as sublandlord, and Sublandlord, as subtenant, as consented to
pursuant to that certain consent dated January 6, 2000 by and between Prime


 


1

















 


Landlord, Prime Sublandlord and
Sublandlord (said sublease, as so consented to, hereinafter referred to as the “Prime Sublease”), Prime Sublandlord leased
to Sublandlord the Premises (hereinafter referred to as the “Original Sublet Premises”) consisting of
approximately 18,041 rentable square feet; and


 


WHEREAS,
Sub-Sublandlord wishes to sublease to Sub-Subtenant, and Sub-Subtenant wishes
to sublet from Sub-Sublandlord, the Original Sublet Premises (hereinafter
referred to as the “Sub-Sublet Premises”),
a diagram of which is set forth on Exhibit A
annexed hereto and which the parties hereto agree shall be deemed to consist of
the entire Original Sublet Premises.


 


NOW, THEREFORE, for
and in consideration of the rental payments to be made hereunder by
Sub-Subtenant to Sub-Sublandlord and the mutual consideration hereinafter set
forth, Sub-Sublandlord and Sub-Subtenant hereby covenant and agree as follows:


 


1.                                      Sub-Subleasing


 


A.                                    Sub-Sublandlord
does hereby sublease to Sub-Subtenant, and Sub-Subtenant does hereby hire and
take from Sub-Sublandlord, the Sub-Sublet Premises for the term and on the
conditions hereinafter set forth, and subject to all terms, covenants and provisions
of the Prime Sublease and the Prime Lease, except as otherwise herein provided.


 


B.                                    The
term of this Sub-Sublease shall commence upon (i) the signing of this
Sub-Sublease by the parties and (ii) delivery of fully executed Consents by the
Prime Sublandlord and the Prime Landlord to the Sub-Subtenant (the
“Sub-Sublease Commencement Date”).  The
Consents will be delivered to the Sub-Subtenant via overnight mail no later
than two (2) business days after signing of the Sub-Sublease by the
parties.  The Sub-Subtenant acknowledges
that the Sub-Sublandlord’s work as set forth in Exhibit B has been fully satisfied.  The Sub-Sublease shall expire at midnight on December 29, 2009,
or such earlier date on which


 


2

















 


this Sub-Sublease may expire or
be cancelled or terminated pursuant to its terms or as provided by law
(hereinafter referred to as the “Sub-Sublease
Expiration Date”).  When the
Sub-Sublease Commencement Date has occurred and been established, Sub-Sublandlord
and Sub-Subtenant shall, within thirty (30) days of a request by
Sub-Sublandlord or Sub-Subtenant, execute an agreement confirming such date as
the Sub-Sublease Commencement Date.  Any
failure of the parties to execute such agreement shall not affect the validity
of the Sub-Sublease Commencement Date, the Sub-Sublease Expiration Date or this
Sublease.


 


2.                                      Rent


 


A.                                    Sub-Subtenant
covenants and agrees to pay to Sub-Sublandlord rent (herein referred to as the “Fixed Rent”) for the Sub-Sublet Premises
as follows:  $414,943.00 per annum,
payable in equal monthly installments of $34,578.58 for the period (hereinafter
referred to as the “Rent Period”)
commencing seven (7) months after the Sub-Sublease Commencement Date
(hereinafter referred to as the “Sub-Sublease
Rent Commencement Date”) and ending on December 29, 2009.  Monthly installments of Fixed Rent shall be
payable in advance on the first day of each calendar month.


 


B.                                    Fixed
Rent and all other amounts payable by Sub-Subtenant to Sub-Sublandlord under
the provisions of this Sub-Sublease (herein referred to as the “Additional Rent”) shall be paid promptly
when due, without notice or demand therefore except as expressly provided in
this Sub-Sublease, and without deduction, abatement, counterclaim or setoff of
any amount or for any reason whatsoever. 
Fixed Rent and Additional Rent shall be paid to Sub-Sublandlord in
lawful money of the United States at the address of Sub-Sublandlord set forth
in Article 17 of this Sub-Sublease or to such other person and/or at such other
address as Sub-Sublandlord may from time to time designate by notice to
Sub-Subtenant as provided for herein.


 


3

















 


Any Fixed Rent or Additional
Rent payable for less than a full month shall be pro-rated.  No payment by Sub-Subtenant or receipt by
Sub-Sublandlord of any lesser amount than the amount stipulated to be paid
hereunder shall be deemed other than on account of the earliest stipulated
Fixed Rent or Additional Rent; nor shall any endorsement or statement on any
check or letter be deemed an accord and satisfaction, and Sub-Sublandlord may
accept any check or payment without prejudice to Sub-Sublandlord’s right to
recover the balance due or to pursue any other remedy available to Sub-Sublandlord.  Any provision in the Prime Sublease or the
Prime Lease referring to rent, increases in rent or additional rent
incorporated herein by reference shall be deemed to refer to the Fixed Rent and
Additional Rent due under this Sub-Sublease.


 


C.                                    Within
thirty (30) days of receipt of an invoice therefor from Sub-Sublandlord,
Sub-Subtenant shall pay any payment on account of Additional Rent, including
without limitation payment on account of Tax Payments (as defined in Section
3.02 (a) of the Prime Lease) and payments on account of Operating Payments (as
defined in Section 3.03(a) of the Prime Lease).  The amounts to be paid by Sub-Subtenant shall be calculated in
accordance with Article 3 of the Prime Lease, except that (i) the term “Base
Operating Year” as set forth in Section 3.01(a) of the Prime Lease (as modified
by Paragraph 5(b) of the First Supplemental Agreement with respect to the
Premises and Paragraph 4(a) of the Prime Sublease with respect to the Original
Sublet Premises) shall mean the calendar year commencing on January 1, 2003 and
ending on December 31, 2003; (ii) the term “Base Tax Amount” as set forth in
Section 3.01(c) of the Prime Lease (as modified by Paragraph 5(b) of the First
Supplemental Agreement with respect to the Premises and Paragraph 4(a) of the
Prime Sublease with respect to the Original Sublet Premises) shall mean
one-half of the sum of (x) the Taxes for the Tax Year commencing July 1, 2002
and (y) the Taxes for the Tax Year commencing July 1, 2003, both as finally


 


4

















 


determined.  Sub-Subtenant’s obligations under this
Article 2 shall be apportioned for any period at the beginning or end of the
term of this Sub-Sublease that is less than a full calendar year or fiscal
year.


 


D.                                    If
the sum of any installment or estimated payments made by Sub-Subtenant on
account of any or all of the items set forth in subparagraph C of this Article
2 exceed Sub-Sublandlord’s share of such item(s) with respect to the Sub-Sublet
Premises under the Prime Sublease for any year, Sub-Sublandlord shall refund
the excess to Sub-Subtenant within ten (10) days after demand.  If the sum of any installment or estimated
payments made by Sub-Subtenant on account of any or all of the items set forth
in subparagraph C of this Article 2 are less than Sub-Sublandlord’s share of
such item(s) with respect to the Sub-Sublet Premises under the Prime Sublease
for any year, Sub-Subtenant shall pay the amount of such deficiency to
Sub-Sublandlord within ten (10) days after demand.


 


E.                                      All
costs, expenses and fees other than Fixed Rent which Sub-Subtenant assumes or
agrees to pay pursuant to this Sub-Sublease shall be deemed Additional Rent
and, in the event of non-payment, Sub-Sublandlord shall have all the rights and
remedies provided for in the case of non-payment of Fixed Rent.


 


3.                                      Subordination
to Prime Sublease and Prime Lease


 


This Sub-Sublease is and shall be expressly subject and subordinate to
all of the terms, provisions, covenants, agreements and conditions of the Prime
Sublease and the Prime Lease.  This
Sub-Sublease is also subject and subordinate to all instruments, agreements and
other matters to which the Prime Sublease and the Prime Lease is or shall be
subject or subordinate.  Sub-Sublandlord
agrees, promptly after the execution of this Sub-Sublease by both parties, to
make a single written request to the Prime Sublandlord (the “Non-Disturbance


 


5

















 


Request”) to issue its standard
form of non-disturbance agreement in favor of Sub-Subtenant with respect to
this Sub-Sublease.  Sub-Sublandlord
shall send a copy of the Non-Disturbance Request to Sub-Subtenant.  Sub-Subtenant expressly understands and
agrees that (a) Prime Sub-Landlord is under no obligation to issue a
non-disturbance agreement in favor of Sub-Subtenant,  (b) Sub-Sublandlord’s sole obligation under this Paragraph is to
send the Non-Disturbance Request to Prime Sublandlord (it being understood that
Sub-Sublandlord shall have no obligation to follow up with Prime-Sublandlord in
any manner whatsoever with respect to the issuance of a non-disturbance
agreement in favor of Sub-Subtenant), (c) Sub-Sublandlord shall have no
responsibility or liability of any kind to Sub-Subtenant if Prime Sublandlord
shall fail to issue a non-disturbance agreement in favor of Sub-Subtenant, and
(d) the failure of Prime Sub-landlord to issue a non-disturbance agreement in
favor of Sub-Subtenant shall have no effect on the validity or effectiveness of
this Sub-Sublease or the terms of this Sub-Sublease or the obligations of
Sub-Subtenant under this Sub-Sublease.


 


4.                                      Rights
and Obligations; Exceptions


 


A.                                    Sub-Sublandlord
represents that a true and complete copy of the Prime Lease and the Prime
Sublease have been delivered to Sub-Subtenant. 
Sub-Subtenant confirms that Sub-Subtenant has read the Prime Lease and
the Prime Sublease and is familiar with the terms and provisions thereof.  Except as otherwise expressly provided
herein, all of the terms, provisions, covenants, agreements and conditions of
the Prime Sublease (and, to the extent incorporated therein, the Prime Lease)
are incorporated herein by reference and made a part of this Sub-Sublease with
the same force and effect as though set forth in full herein.  Sub-Subtenant shall conform to, and use the
Sub-Sublet Premises in accordance with, all the terms, provisions, covenants,
agreements and conditions of the Prime Sublease (and, to the extent


 


6

















 


incorporated therein, the Prime
Lease) as same apply to the Sub-Sublet Premises, and will do no act which will
result in a violation of said terms, provisions, covenants, agreements and
conditions.  Sub-Subtenant shall perform
the terms, provisions, covenants, agreements and conditions of the Prime
Sublease (and, to the extent incorporated therein, the Prime Lease) on the part
of the tenant therein named to be performed with respect to the Sub-Sublet
Premises (except as otherwise may be expressly provided herein).  To the extent there are inconsistencies
between any provision of the Prime Sublease (and, to the extent incorporated
therein, the Prime Lease) and any provision of this Sub-Sublease, this
Sub-Sublease shall control.


 


Sub-Subtenant shall be entitled to the rights of Sub-Sublandlord, as
tenant under the Prime Sublease insofar as the same relate to the Sublet
Premises.  Sub-Sublandlord shall have no
liability by reason of any default of Prime Sublandlord under the Prime
Sublease or Prime Landlord under the Prime Lease, it being understood that if
Sub-Sublandlord shall fail to fulfill any obligation of Sub-Sublandlord
hereunder and if such failure is caused by the failure of Prime Landlord to
comply with its obligations under the Prime Lease, then Sub-Sublandlord shall
have no obligation or liability by reason of such failure.  Without limiting the generality of the
foregoing, Sub-Subtenant understands that the supplying of services including,
without limitation, heat, light, water, air conditioning and other utilities,
janitorial cleaning, window washing and elevator services, and building
maintenance and repair are the obligations of Prime Landlord, and that
Sub-Sublandlord has no control thereof, and assumes no responsibility in
connection therewith; and no failure to furnish, or interruption of, any such
services or facilities shall give rise to any (a) abatement, diminution or
reduction of Sub-Subtenant’s obligations under this Sub-Sublease, (b)
constructive eviction, in whole or in part, or (c) liability on the part of
Sub-Sublandlord.


 


7

















 


If Prime Sublandlord shall default in any of its obligations to
Sub-Sublandlord with respect to the Sub-Sublet Premises, Sub-Subtenant, at
Sub-Subtenant’s sole cost and expense, shall have the right in its own name,
and if required that of Sub-Sublandlord, or, if required, both, to bring an
action or proceeding with respect to such default.  Sub-Sublandlord agrees to take such steps as Sub-Subtenant may
reasonably request to cooperate with Sub-Subtenant in any such legal proceeding
or take any other action to enforce the obligation of Prime Sublandlord insofar
as such obligations relate to the Sub-Sublet Premises, Sub-Subtenant agrees to
indemnify and hold Sub-Sublandlord harmless from and against any costs,
liabilities, damages or expenses (including reasonable attorneys’ fees) which
Sub-Sublandlord may incur in connection therewith or by reason thereof.


 


Notwithstanding anything to the contrary in the forgoing,
Sub-Sublandlord shall promptly forward to Prime Sublandlord any requests or
other communications made by Sub-Subtenant related to the performance by Prime
Sublandlord of its obligations under the Prime Sublease, as they pertain to the
Sub-Sublet Premises, and shall promptly forward to Sub-Subtenant any
communication received from Prime Sublandlord related to the Sub-Sublet
Premises.


 


B.                                    Notwithstanding
anything to the contrary contained in this Sub-Sublease, the Prime Sublease or
the Prime Lease:


 


(i)                                     for
the purposes of incorporation of the Prime Sublease (and, to the extent
incorporated therein, the Prime Lease) by reference in this Sub-Sublease,
except as otherwise expressly provided herein, and except to the extent that
they are inapplicable or modified by the terms and provisions of this Sub-Sublease
(a) references in the Prime Sublease to the “Subleased Premises” and references
in the Prime Lease to the “premises” or the “demised


 


8

















 


premises” shall be deemed to
refer to the Sub-Sublet Premises, (b) references in the Prime Sublease to
“Sublandlord” and references in the Prime Lease to “Landlord” shall be deemed
to refer to Sub-Sublandlord under this Sub-Sublease, (c) references in the
Prime Sublease to “Subtenant” and references in the Prime Lease to “Tenant”
shall be deemed to refer to Sub-Subtenant under this Sub-Sublease, (d)
references in the Prime Sublease to “this Sublease” and references in the Prime
Lease to “this lease” shall be deemed to refer to this Sub-Sublease, (e)
references in the Prime Sublease to the “term” of the Prime Sublease and
references in the Prime Lease to the “term” of the Prime Lease shall be deemed
to refer to the term of this Sub-Sublease, (f) references in the Prime Sublease
to the “Expiration Date” and references in the Prime Lease to the “expiration
date” or the “termination date” shall be deemed to refer to the Sub-Sublease
Expiration Date, (g) references in the Prime Sublease to the “Commencement
Date” and references in the Prime Lease to the “Commencement Date” shall be
deemed to refer to the Sub-Sublease Commencement Date and (h) where Prime
Sublandlord’s or Prime Landlord’s consent is required pursuant to the Prime
Sublease or the Prime Lease, as the case may be, Prime Sublandlord’s, Prime
Landlord’s and Sub-Sublandlord’s consent shall be required and Sub-Sublandlord
shall not be deemed to have unreasonably withheld its consent if Prime
Sublandlord and/or Prime Landlord, as the case may be, shall fail or refuse to
give its consent and Sub-Sublandlord agrees that it shall not unreasonably
withhold or delay its consent where Prime Sublandlord and Prime Landlord have
granted their consent;


 


(ii)                                  the
Fixed Rent and Additional Rent to be paid by Sub-Subtenant hereunder shall be
governed by the terms and provisions of Article 2 of this Sub-Sublease;


 


(iii)                               the
time limits contained in the Prime Sublease for the giving of notices, making
of demands or performing of any act, condition or covenant on the part of the


 


9

















 


tenant thereunder, or for the
exercise by the tenant thereunder of any right, remedy or option, are for the
purposes of incorporation herein by reference the same, so that in each
instance Sub-Subtenant shall have the same time to observe or perform hereunder
as Sub-Sublandlord has as the tenant under the Prime Sublease;


 


(iv)                              the
following parts, provisions and exhibits of the Prime Sublease are not
applicable to this Sub-Sublease, and are not incorporated herein by reference:


 


(a)                                  Paragraphs 3, 19 and
20; and


 


(b)                                 The third sentence of
Paragraph 13(b)


 


5.                                      Use


 


Sub-Subtenant shall use the Sub-Sublet Premises for executive,
administrative and general offices and for no other purposes.


 


6.                                      Electricity


 


Sub-Sublandlord represents to Sub-Subtenant that there is an existing
submeter which is exclusively for the Sub-Sublet Premises and located
therein.  Sub-Subtenant shall pay
Sub-Sublandlord for electricity supplied to the Sub-Sublet Premises as measured
by the aforesaid submeter. 
Sub-Subtenant shall provide Sub-Sublandlord with reasonable access to
the aforesaid submeter in order to determine Sub-Subtenant’s electric
consumption in the Sub-Sublet Premises and for all other reasonable
purposes.  The provisions of Article 14
of the Prime Lease, including without limitation, the provisions relating to
the payment by Sub-Subtenant to Sub-Sublandlord for electricity at “Landlord’s
Rate” (set forth in Section 14.01(b) of the Prime Lease as 105% of the amount
at which Prime Landlord from time to time purchases each KW and KWHR of
electricity from the utility company providing same for the period in
question), shall be


 


10

















 


applicable to this
Sub-Sublease.  The payments for
electricity shall be in addition to the Fixed Rent and other Additional Rent
payable under this Sub-Sublease.


 


7.                                      Default


 


Sub-Subtenant covenants and agrees that in the event that it shall
default in the performance of any of the terms, covenants and conditions of
this Sub-Sublease (including those portions of the Prime Sublease and, to the
extent incorporated therein, the Prime Lease, incorporated herein by reference)
beyond any applicable notice and grace period provided for in the Prime
Sublease and incorporated herein by reference Sub-Sublandlord shall be entitled
to exercise any and all of the rights and remedies to which it is entitled by
law or in equity, including, without limitation, the remedy of summary
proceeding, and also any and all of the rights and remedies specifically
provided for in the Prime Sublease (and, to the extent incorporated therein,
the Prime Lease ) and incorporated herein by reference.  Notwithstanding anything to the contrary in
this Sub-Sublease, the Prime Sublease or the Prime Lease, Sub-Subtenant shall
not be deemed in default for non-payment of Fixed Rent or Additional Rent or
any other sums due hereunder unless Sub-Subtenant shall fail to pay any such
sums on the due date thereof and such default shall continue for a period of
ten (10) days after written notice by Sub-Sublandlord to Sub-Subtenant of such
default.


 


8.                                      Condition
of Sub-Sublet Premises


 


The Sub-Sublet Premises are demised to Sub-Subtenant in the “as is”
condition which exists on the date hereof and shall include all of the existing
furniture now located within the Sub-Sublet Premises and set forth on Exhibit C annexed hereto (hereinafter
referred to as the “Included Furniture”).  Sub-Sublandlord represents to Sub-Subtenant
that upon the expiration


 


11

















 


of Sub-Sublandlord’s current
furniture lease between General Electric Capital Corporation (“General Electric”)  and Folksamerica Reinsurance Company dated
August 23, 2000 (the “Furniture Lease”)
which includes part of the Included Furniture, Sub-Sublandlord shall automatically
acquire free and clear title thereto and promptly transfer ownership of the
portion of the Included Furniture that is subject to the Furniture Lease (as
set forth on Exhibit C-1) to Sub-Subtenant by bill of sale in form and
substance satisfactory to Sub-Subtenant for consideration in the amount of
$1.00, provided however, that Sub-Subtenant is not in default in whole or in
part of the Sub-Sublease (provided, however, Sub-Subtenant shall have the
opportunity to cure any default under this Sub-Sublease within a reasonable
time after notice of such default has been provided by Sub-Sublandlord to
Sub-Subtenant of the details of such default). 
Sub-Sublandlord represents that a copy of the Furniture Lease is attached
hereto as Exhibit D.  Sub-Sublandlord agrees to comply with any
and all of its financial obligations under the Furniture Lease on a timely
basis.  Sub-Sublandlord shall indemnify
Sub-Subtenant for any default occurring in connection with the Furniture Lease
(including reasonable attorney’s fees) if and when General Electric notifies
Sub-Sublandlord of any default under the Furniture Lease which default is not
cured by Sub-Sublandlord within a reasonable period of time and Sub-Sublandlord
shall promptly pay Sub-Subtenant for any actual damages incurred by
Sub-Subtenant as a result of a Sub-Sublandlord’s default on the Furniture Lease
which is not cured as provided for herein. 
Provided further, Sub-Sublandlord shall notify Sub-Subtenant of any
alleged default under the Furniture Lease and provide reasonable assurances
concerning Sub-Sublandlord’s cure of such default and absent such assurances,
Sub-Subtenant shall have the right to cure the default under the Furniture
Lease and Sub-Sublandlord shall indemnify Sub-Subtenant as provided herein including
the payment of reasonable attorney’s fees. 
That portion


 


12

















 


of the Included Furniture not
covered by the Furniture Lease is set forth on Exhibit C-2 and is represented
by Sub-Sublandlord to be without encumbrances, liens or amounts owing on such
furniture and is transferred to Sub-Subtenant upon the execution of this
Sub-Sublease.


 


9.                                      Improvements


 


A.                                    Sub-Subtenant
may make changes, alterations, additions or improvements to the Sub-Sublet
Premises, subject, however, to the consent of Sub-Sublandlord, Prime
Sublandlord (to the extent required under the Prime Sublease) and Prime
Landlord (to the extent required under the Prime Lease).  Sub-Sublandlord agrees that it shall not
unreasonably withhold or delay its consent to any changes, alterations,
additions or improvements to the Sub-Sublet Premises consented to by Prime
Sublandlord and Prime Landlord and, if not previously given, Sub-Sublandlord’s
consent shall be deemed to have been given within ten (10) business days of
Prime Sublandlord’s and Prime Landlord’s consents.  Any changes, alterations, additions or improvements by or on
behalf of Sub-Subtenant shall be made subject to and in accordance with the
provisions of the Prime Sublease and the Prime Lease.  Sub-Subtenant shall in no event have any restoration obligation
with respect to any part of the installation which currently exists in the
Sub-Sublet Premises, Sub-Sublandlord hereby agreeing that with respect to such
installation and conditions which existed prior to the Sub-Sublease
Commencement Date, Sub-Sublandlord shall be solely responsible for all costs
which may be imposed on Sub-Sublandlord under the Prime Sublease (and, to the
extent incorporated therein, the Prime Lease) in connection with the condition
of the Sub-Sublet Premises.


 


B.                                    Sub-Subtenant
shall pay any and all actual out-of-pocket fees or charges Sub-Sublandlord may
incur and any and all fees or charges Prime Sublandlord or Prime


 


13

















 


Landlord may incur in
connection with Sub-Subtenant’s making changes, alterations, additions or
improvements to the Sub-Sublet Premises.


 


10.                               Additional
Services Required by Sub-Subtenant


 


Sub-Subtenant shall attempt to make its own arrangements with Prime
Landlord for the furnishing of additional services to the Sub-Sublet Premises
other than those which are required to be furnished by Prime Landlord under the
terms of the Prime Lease and any such additional services shall be paid for by
Sub-Subtenant.  For the purposes of this
Article 10, the term “additional services” shall include, but not be limited
to, overtime HVAC service, overtime freight elevator service and increased
capacity of electric energy.


 


11.                               Assignment
and Subletting


 


A.                                    Sub-Subtenant
for itself, its successors and assigns, expressly covenants that it shall not
assign, mortgage or encumber this Sub-Sublease, nor further sublet, or suffer
or permit the Sub-Sublet Premises or any part thereof to be used by others
without the consent of Sub-Sublandlord and Prime Sublandlord (to the extent
required under the Prime Sublease) and Prime Landlord (to the extent required
under the Prime Lease).


 


B.                                    Sub-Sublandlord
agrees that its consent to any proposed assignment or subletting by
Sub-Subtenant shall not be unreasonably withheld or delayed so long as
Sub-Subtenant and the proposed subtenant or assignee shall (i) deliver to
Sub-Sublandlord (a) in the case of a proposed assignment, an instrument of
assignment complying with the terms of the Prime Sublease and the Prime Lease,
in form and substance reasonably satisfactory to Sub-Sublandlord, duly executed
by Sub-Subtenant and such assignee, in which such assignee shall assume
observance and performance of, and agree to be bound by, all of the terms, covenants


 


14

















 


and conditions of this
Sub-Sublease on Sub-Subtenant’s part to be performed, or (b) in the case of a
proposed subletting, a sublease agreement on terms and conditions complying
with the terms of the Prime Sublease and the Prime Lease, in form and substance
reasonably satisfactory to Sub-Sublandlord, duly executed by Sub-Subtenant and
the proposed subtenant and (ii) obtain the consent of Prime Sublandlord (if
required under the Prime Sublease) and of Prime Landlord (if required under the
Prime Lease) and deliver to Sub-Sublandlord a fully executed counterpart of any
instrument required by Prime Sublandlord or Prime Landlord in connection with
their respective consents to such transaction, and (iii) pay or cause to be
paid to Sub-Sublandlord, Prime Sublandlord and Prime Landlord any reasonable
costs that may be incurred by Sub-Sublandlord, Prime Sublandlord or Prime
Landlord in connection with said assignment or sublease, including, without
limitation, the costs of making investigations as to the acceptability of the
proposed assignee or subtenant and reasonable legal costs incurred in
connection with the review of any term sheet, proposed assignment or sublease
or any documentation in connection therewith and in the preparation of any
documentation in connection with any request for consent, whether or not
granted.  Each such assignment
instrument or sublease shall contain a provision to the effect that such instrument
or sublease shall not be effective unless and until Sub-Sublandlord, Prime
Sublandlord (if required under the Prime Sublease) and Prime Landlord (if
required under the Prime Lease) shall have consented thereto.


 


12.                               Attornment


 


In the event of termination, re-entry or dispossession of Sub-Sublandlord
by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its
option, take over all of the right, title and interest of Sub-Sublandlord under
this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option,
attorn to Prime Sublandlord pursuant to the then executory


 


15

















 


provisions of this
Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any
previous act, omission or negligence of Sub-Sublandlord under this
Sub-Sublease, which heretofore has accrued to Sub-Subtenant against
Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not
expressly provided for in this Sub-Sublease which theretofore accrued to
Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous
modification of this Sub-Sublease not consented to by Prime Sublandlord or by
any previous prepayment of more than one month’s Fixed Rent and Additional
Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated
to perform hereunder, or to pay Sub-Subtenant or any other person or entity for
the same.  Sub-Subtenant hereby waives
all rights under any present or future laws or otherwise to elect, by reason of
the termination of the Prime Sublease, to terminate this Sub-Sublease or
surrender possession of the Sub-Sublet Premises demised hereby.  Nothing in this Article 12 shall be deemed
to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant
to this Sub-Sublease.


 


13.                               Sub-Subtenant’s
Representation and Warranties


 


Sub-Subtenant covenants, warrants and represents:


 


(a)                                  that
Sub-Subtenant shall perform all of its obligations under this Sub-Sublease
(including, without limitation, all of the obligations relating to the
Sub-Sublet Premises arising under the Prime Sublease and, to the extent
incorporated therein, the Prime Lease, which are incorporated herein by
reference);


 


(b)                                 that
Sub-Subtenant will not do or omit to do anything which would constitute a
default under the provisions of the Prime Sublease or, to the extent
incorporated therein, the Prime Lease, incorporated herein by reference; and


 


16

















 


(c)                                  that
Sub-Subtenant shall indemnify, defend and hold harmless Sub-Sublandlord, Prime
Sublandlord and Prime Landlord and their respective agents and employees from
and against any and all claims, liabilities, damages, losses or expenses
(including, without limitation, reasonable attorneys fees) which may be imposed
upon or incurred by or asserted against Sub-Sublandlord and/or Prime
Sublandlord and/or Prime Landlord and/or their respective agents or employees
by reason of (i) Sub-Subtenant’s failure to comply with the provisions of this
Sub-Sublease, (ii) the negligent or improper use or occupancy of the Sub-Sublet
Premises by Sub-Subtenant or its successors or assigns, (iii) any work or thing
done whatsoever by or at the instance of Sub-Subtenant, its agents,
contractors, subcontractors, employees, licensees, successors or assigns, or any
condition created by Sub-Subtenant, its agents, contractors, subcontractors,
employees, licensees, successors or assigns in, on or about the Sub-Sublet
Premises,  (iv)
any negligence or other wrongful act or omission on the part of Sub-Subtenant
or any of its agents, contractors, subcontractors, employees, licensees,
successors or assigns, or (v) any accident, injury or damage to any person or
property occurring in, on or about the Sub-Sublet Premises or any part thereof
during the term of this Sub-Sublease, except to the extent caused by the
negligence or willful misconduct of Sub-Sublandlord (with respect to a claim
against Sub-Sublandlord), Prime Sublandlord (with respect to a claim against
Prime Sublandlord) or Prime Landlord (with respect to a claim against Prime
Landlord).  In case any action or
proceeding is brought against Sub-Sublandlord, Prime Sublandlord and/or Prime
Landlord and/or their respective agents and employees by reason of any such
claim, Sub-Sublandlord shall not settle the same without Sub-Subtenant’s
written consent and Sub-Subtenant, upon written notice from Sub-Sublandlord,
Prime Sublandlord and/or Prime


 


17

















 


Landlord, shall at
Sub-Subtenant’s expense resist and defend such action or proceeding by counsel
approved by Sub-Sublandlord, Prime Sublandlord and/or Prime Landlord in
writing.


 


14.                               Estoppel


 


Sub-Sublandlord represents that (i) it has paid all rent and additional
rent presently payable and billed to Sub-Sublandlord pursuant to the Prime
Sublease as of the date of this Sub-Sublease, (ii) to its best knowledge, no
event has occurred which is, or with the giving of notice or passage of time or
both will become, a condition of limitation under the Prime Sublease, on the
part of either Sub-Sublandlord or Prime Sublandlord, (iii) it is currently the
tenant under the Prime Sublease and the Prime Sublease is presently in full
force and effect, (iv) it has not received any notices of default citing any
defaults under the Prime Sublease which remain uncured, and (v) the Prime
Sublease, a copy of which has been examined by Sub-Subtenant, represent the
entire agreement with respect to the Sub-Sublet Premises between Prime
Sublandlord and Sub-Sublandlord.


 


15.                               Brokers


 


Insignia/ESG is the broker involved in connection with this
Sub-Sublease.  Sub-Sublandlord and
Sub-Subtenant each agree to indemnify and hold harmless the other against and
from any and all claims for any brokerage commissions and all costs, expenses
and liabilities in connection therewith including, without limitation,
attorney’s fees and expenses, made by any broker or agent arising from any
breach by either Sub-Sublandlord or Sub-Subtenant of the foregoing
representation and warranty made by it. 
Any commission due to the above-identified broker shall be paid by
Sub-Sublandlord pursuant to separate agreement and Sub-Sublandlord shall hold
harmless and indemnify Sub-Subtenant from and against any claim made against
Sub-


 


18

















 


Subtenant by the
above-identified broker for any commission owing as a result of this
Sub-Sublease.


 


16.                               Sub-Sublandlord’s
Performance Under Prime Sublease


 


A.                                    Sub-Sublandlord
will duly observe and perform every term and condition of the Prime Sublease to
the extent that such term and condition is not provided in this Sub-Sublease to
be observed or performed by Sub-Subtenant (and except to the extent that any
failure so to pay or any failure in such observance or performance shall have
resulted, directly or indirectly, from any default by Sub-Subtenant in its
obligations to pay any amount of the Fixed Rent or Additional Rent hereunder or
to observe or perform any of the terms, covenants or conditions in this
Sub-Sublease or in the Prime Sublease on Sub-Subtenant’s part to observe or
perform with respect to the Sub-Sublet Premises).


 


B.                                    Sub-Sublandlord
shall not enter into any modification or amendment to or of the Prime Sublease,
or any other agreement, or take any other action which results in the
modification, surrender or cancellation of the Prime Sublease, if such
modification, surrender or cancellation decreases any of Sub-Subtenant’s rights
under this Sub-Sublease, or increases any of Sub-Subtenant’s obligations under
this Sub-Sublease, without the prior written consent of Sub-Subtenant.  Any such modification, amendment, agreement,
surrender or cancellation made without such consent shall have no effect on the
rights or obligations of Sub-Subtenant under this Sub-Sublease.


 


17.                               Notices


 


All notices, requests, demands, and other communications hereunder
shall be in writing, shall be sent by registered or certified mail, return
receipt requested, or by nationally recognized overnight carrier providing for
receipted delivery or by hand delivery and shall be


 


19

















 


deemed have been given or made
when received (or rejected) at the address as first set forth above.  Any of the said addresses may be changed on
ten (10) days written notice, given as above provided.


 


18.                               Insurance


 


Sub-Subtenant shall maintain, with respect to the Sub-Sublet Premises,
all insurance required of Sub-Sublandlord as tenant in accordance with and
pursuant to the Prime Sublease, which insurance shall name, as additional
insureds, Prime Landlord, Prime Sublandlord and Sub-Sublandlord and any other
persons or entities required to be so named pursuant to the provisions of the
Prime Sublease as additional insureds. 
A certificate evidencing such insurance coverage shall be delivered to
Sub-Sublandlord upon the execution and delivery hereof by Sub-Subtenant.


 


19.                               Entire
Agreement


 


This Sub-Sublease contains the entire agreement between Sub-Sublandlord
and Sub-Subtenant with respect to the subject matter hereof.  This Sub-Sublease cannot be changed in any
manner except by a written agreement signed by Sub-Sublandlord and
Sub-Subtenant, and, if required, consented to by Prime Sublandlord and Prime
Landlord.


 


20.                               New
York Law


 


This Sub-Sublease shall be governed in all respects by the laws of the
State of New York.


 


21.                               Successors
and Assigns


 


The provisions of this Sub-Sublease, except as herein otherwise
specifically provided, shall extend to, bind and inure to the benefit of the
parties hereto and their respective successors and, in the case of
Sub-Sublandlord, assigns.  In the event
of any assignment or


 


20

















 


transfer of the leasehold
estate under the Prime Sublease the transferor or assignor, as the case may be,
shall be and hereby is entirely relieved and freed of all obligations under
this Sub-Sublease upon the assumption by the transferee or assignee of
Sub-Sublandlord’s obligations hereunder.


 


22.                               Directory
and Signage


 


A.                                    Sub-Sublandlord
agrees to permit Sub-Subtenant to use the building directory that Sub-Sublandlord
is permitted to use pursuant to the provisions of the Prime Sublease and the
Prime Lease.


 


B.                                    Any
signs which Sub-Subtenant may desire to install in or on the Sub-Sublet
Premises, shall be subject to the provisions of the Prime Sublease and the Prime
Lease and shall be furnished, maintained and installed by Sub-Subtenant, at its
sole cost and expense.


 


23.                               Prime
Landlord’s and Prime Sublandlord’s Consent; Binding Effect


 


A.                                    Upon
execution hereof, this Sub-Sublease shall be delivered to Prime Landlord and
Prime Sublandlord for their consent.


 


B.                                    Notwithstanding
anything to the contrary contained in this Sub-Sublease, this Sub-Sublease
shall not become effective until both Sub-Sublandlord and Sub-Subtenant execute
this Sub-Sublease and until Prime Landlord’s and Prime Sublandlord’s consent to
this Sub-Sublease is obtained as provided above.


 


C.                                    Sub-Sublandlord
agrees, promptly after the execution of this Sub-Sublease by both parties, to
make written request to Prime Landlord, Prime Sublandlord and any other
parties, now or hereafter having a superior position to this Sub-Sublease,
issue non-disturbance agreements in favor of Sub-Subtenant (in form and
substance reasonably satisfactory to Sub-Subtenant) with respect to this
Sub-Sublease.


 


21

















 


24.                               Nonliability
for Prime Landlord’s or Prime Sublandlord’s Failure to Consent; Disclaimer of
Liability


 


In any instance where the consent of Prime Landlord or Prime
Sublandlord is required hereunder or under the Prime Sublease or the Prime
Lease, Sub-Sublandlord shall have no liability for any failure of Prime
Landlord or Prime Sublandlord to grant their respective consents for any reason
whatsoever, including whether or not Prime Landlord’s or Prime Sublandlord’s consent
was unreasonably withheld.  Except as
otherwise expressly provided herein, in any case where Prime Sublandlord
reserves a right or disclaims any liability under the Prime Sublease, said
right or disclaimer shall inure to the benefit of Sub-Sublandlord as well as to
Prime Sublandlord, and any rights or disclaimers inuring to Sub-Sublandlord as
tenant under the Prime Sublease shall likewise inure to the benefit of
Sub-Subtenant.


 


25.                               Work
Allowance


 


Sub-Subtenant shall be provided with a work allowance by the
Sub-Sublandlord in the amount of $36,082.00 ($2.00 per rentable square foot of
the Premises).  The Work Allowance shall
be transferred by the Sub-Sublandlord to the Sub-Subtenant in the form of a
credit against the Fixed Rent first becoming due and payable hereunder.


 


26.                               Miscellaneous


 


Sub-Sublandlord shall cooperate with Sub-Subtenant in connection with
Sub-Subtenant’s efforts to obtain any permissible benefits under any of the
lower Manhattan benefit plans now or hereafter existing (hereinafter referred
to as the “Lower Manhattan Benefits”)
and Sub-Sublandlord shall join in the execution and delivery of any
applications, documents or other instruments required in connection therewith
so as to pass through to Sub-Subtenant any such benefits allocable to the
Sub-Sublet Premises.  Sub-Sublandlord
further agrees to take such


 


22

















 


steps and make such requests as
are necessary to obtain the cooperation of Prime Landlord and Prime Sublandlord
in connection with Sub-Subtenant’s efforts to obtain any of the Lower Manhattan
Benefits.


 


23

















 


IN WITNESS WHEREOF,
this Sub-Sublease, together with the Rider attached hereto as Exhibit F and
made a part hereof, has been duly executed as of the date first set forth
above.


 


	
   

  	
  SUB-SUBLANDLORD:

  
	
   

  	
   

  
	
   

  	
  FOLKSAMERICA REINSURANCE COMPANY,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John H. Haley

  
	
   

  	
   

  	
  Name: John H. Haley

  
	
   

  	
   

  	
  Title: Senior Vice President and Assistant
  General Counsel

  
	
   

  	
   

  
	
   

  	
  SUB-SUBTENANT:

  
	
   

  	
   

  
	
   

  	
  ARCH INSURANCE COMPANY,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Constantine Iordanou

  
	
   

  	
   

  	
  Name: Constantine Iordanou

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  Sub-Subtenant’s Employer Identification No.

  
	
   

  	
   

  
	
   

  	
  43 0990710

  
				



 


24

















 


EXHIBIT A


 


Floor Plan


 


 


[Intentionally omitted]


 

















 


EXHIBIT B


 


Sub-Sublandlord’s Work


 


 


[Intentionally omitted]


 

















 


EXHIBIT C


 


Included Furniture


 


 


[Intentionally omitted]


 

















 


EXHIBIT D


 


Furniture Lease


 


 


[Intentionally omitted]


 

















 


EXHIBIT E


 


Prime Sublease


 


 


[Intentionally omitted]


 

















 


EXHIBIT F

RIDER TO SUB-SUBLEASE

BETWEEN

FOLKSAMERICA REINSURANCE COMPANY (“SUB-SUBLANDLORD”)

AND

ARCH INSURANCE COMPANY (“SUB-SUBTENANT”)


 


 


1.                                       Incorporation;
Conflicts; Terms.  This Rider (the
“Rider”) is attached to and incorporated into the above-referenced
Sub-Sublease.  Notwithstanding anything
to the contrary contained in the Sub-Sublease, the provisions of this Rider
shall apply to the Sub-Sublease, and in the event of any conflicts or
inconsistencies between the Sub-Sublease and this Rider, this Rider shall
control in each instance.  For purposes
of construing this Rider, the terms used herein shall have their counterpart
definitions or meanings used in the Sub-Sublease.


 


2.                                       Sub-Sublet
Premises; Condition. 
Sub-Sublandlord hereby warrants and represents that, as of the date
hereof, to the best of Sub-Sublandlord’s knowledge, information and belief (a)
all mechanical equipment and utility, plumbing, HVAC and electrical systems
serving the Sub-Sublet Premises are in reasonably good working order and repair
(and Sub-Sublandlord hereby covenants not to knowingly do or fail to do
anything to render such equipment and systems inoperable or in disrepair); and
(b) Sub-Sublet Premises are in material compliance with all applicable local,
state and/or federal laws, statutes, ordinances and codes (collectively, the
“Applicable Laws”).


 


3.                                       Early
Access.  Sub-Sublandlord agrees,
upon written request from Sub-Subtenant, to provide Sub-Subtenant and/or
Sub-Subtenant’s agents, contractors and subcontractors with access to the
Sub-Sublet Premises, prior to the Sub-Sublease Commencement Date, during normal
business hours as provided in the Sub-Sublease, to take measurements and/or
perform inspections, provided, however, that Sub-Subtenant hereby agrees to
indemnify Sub-Sublandlord for any damage to the Sub-Sublet Premises or its
contents caused by Sub-Subtenant and/or such parties, and such access shall be
conducted in a manner that does not unreasonably interfere with
Sub-Sublandlord’s business operations or reasonable security requirements.


 


4.                                       Indemnities.  Sub-Subtenant’s indemnity of Sub-Sublandlord
shall specifically exclude any losses, liabilities, claims, damages or expenses
arising from the negligence or misconduct of Sub-Sublandlord or
Sub-Sublandlord’s agents, employees, contractors or visitors or arising from
Sub-Sublandlord’s breach of its obligations or representations under the Prime
Sublease or the Sub-Sublease. 
Sub-Sublandlord hereby agrees to indemnify, defend and hold Subtenant
harmless from and against any and all losses, liabilities, claims, damages or
expenses (including, without limitation, reasonable attorneys’ fees and costs)
arising in connection with the 
negligence or misconduct of Sub-Sublandlord or Sub-Sublandlord’s agents,
employees, contractors or visitors arising from or in connection with
Sub-Sublandlord’s breach of its obligations under the Prime Sublease or the
Sub-Sublease.


 


1

















 


5.                                       No
Offer.  The Sub-Sublease shall not
be deemed an offer, and shall not be binding on either party hereto unless and
until final Sub-Sublease counterparts are executed by and delivered to both of
such parties.


 


6.                                       Sublease.  Sub-Sublandlord hereby warrants and
represents that, to the best of its knowledge, information and belief, (a) it
holds the entire subleasehold interest to the Sub-Sublet Premises pursuant to
the Prime Sublease; (b) the Prime Sublease is in full force and effect as of
the date hereof; (c) that copies of the instrument(s) comprising the Prime Sublease
are attached to the Sub-Sublease as Exhibit E
and represent true and complete copies of the Prime Sublease in its entirety,
and that the Prime Sublease has not been further amended to modified; (d) that
Sub-Sublandlord shall not amend or modify the Prime Sublease in any manner
which adversely affects the Sub-Subtenant’s subleasehold estate hereunder;
and(e) that, as of the date hereof, there are no pending claims or disputes
between Sub-Sublandlord and Prime Sublandlord or Prime Landlord in connection
with the Prime Sublease, and, to the best of Sub-Sublandlord’s knowledge, none
are threatened.  Sub-Sublandlord hereby
covenants that throughout the term, Sub-Sublandlord shall timely perform its
obligations under the Prime Sublease and the Sub-Sublease, and shall not, by
its actions or omissions, cause a default or termination of the Prime Sublease
which adversely affects Sub-Subtenant’s subleasehold estate.


 


7.                                       Consents;
Sub-Sublease Commencement Date. 
Notwithstanding anything to the contrary contained herein the
Sub-Sublease Commencement Date shall not occur until the date on which
Sub-Sublandlord and Sub-Subtenant receive executed and delivered written
consents from Prime Landlord and Prime Sublandlord (collectively, the
“Consents”) in form and substance reasonably satisfactory to both
Sub-Sublandlord and Sub-Subtenant.  In
addition, the Sub-Sublease Commencement Date shall not occur until
Sub-Sublandlord shall deliver exclusive possession of the Sub-Sublet Premises
to Sub-Subtenant with all “Sub-Sublandlord’s Work” (as hereinafter defined)
completed.


 


8.                                       Sub-Sublet
Premises Fit-Up; Sub-Sublandlord’s Work. 
For purposes hereof, “Sub-Sublandlord’s Work” shall encompass those
items set forth in Exhibit B,
delivery of the Sub-Sublet Premises vacant and broom-clean (except for the
items set forth in Exhibit C), all
systems and structures in good order and repair.


 


9.                                       Compliance.  Sub-Subtenant’s legal compliance obligations
under the Sub-Sublease shall consist solely of complying with those applicable
laws, codes, statutes, ordinances, rules and regulations relating to
Sub-Subtenant’s business in the Sub-Sublet Premises (or to any fit-up
alterations made by Sub-Subtenant).


 


10.                                 Alterations.  Sub-Subtenant shall have the right to
perform minor cosmetic decorating and remodeling in the Sub-Sublet Premises
without obtaining Sub-Sublandlord’s prior written consent.  Sub-Sublandlord agrees not to unreasonably
withhold, condition or delay its consent to any other alterations requested by
Sub-Subtenant.


 


11.                                 Insurance.  Sub-Sublandlord and Sub-Subtenant hereby
waive all rights to recover against each other for any loss or damage arising
from any cost covered by any casualty insurance required under the Sub-Sublease
or the Prime Sublease, or otherwise actually carried


 


2

















 


by each of them.  Sub-Sublandlord and Sub-Subtenant will cause
their respective insurers to issue appropriate waiver of subrogation right
endorsements to all policies and insurance carried in connection with the
Sub-Sublet Premises or the contents of either of them. Sub-Sublandlord and
Sub-Subtenant hereby agree to look first to the proceeds of their respective
insurance policies before proceeding against each other in connection with any
claim relating to any matter covered by the Sub-Sublease.


 


12.                                 Access.  Sub-Subtenant shall have access and use of
the Sub-Sublet Premises twenty-four (24) hours per day, seven (7) days per
week, subject to the provisions of the Prime Sublease.  Any and all entry or access rights of
Sub-Sublandlord to the Sub-Sublet Premises , in each instance, shall only be
exercised upon reasonable advance notice of Sub-Subtenant (except in cases of
emergency when no such notice is required), in a manner consistent with
Sub-Subtenant’s reasonable security requirements, and in a manner which does
not unreasonably interfere with Sub-Subtenant’s business operations.


 


13.                                 Quiet
Enjoyment.  Sub-Sublandlord hereby
covenants that as long as Sub-Subtenant is not in default under the
Sub-Sublease, Sub-Subtenant shall quietly have, hold and enjoy the Sub-Sublet
Premises.


 


14.                                 Environmental.  Sub-Sublandlord hereby warrants and
represents that is has no knowledge of any materials or substances
(collectively, “Hazardous Materials”) in or about the Sub-Sublet Premises, the
Building or the underlying Land, which are environmentally hazardous or
harmful, or which violate any applicable federal, state or local laws, codes,
statutes, ordinances, guidelines, rules and regulations (collectively,
“Environmental Laws”).  Said Hazardous
Materials include, without limitation, asbestos, radon, PCB’s or petroleum
products.  Sub-Subtenant shall have not
liability whatsoever in connection with any and all Hazardous Materials not
deposited or created by Sub-Subtenant.


 


15.                                 Sub-Sublandlord’s
Rights.  Sub-Sublandlord hereby
warrants and represents that it has the full right, power and authority to
lease the Sub-Sublet Premises to Sub-Subtenant as provided in the Sub-Sublease.


 


16.                                 Attorneys’
Fees.  In the event Sub-Sublandlord
and Sub-Subtenant engage in any litigation regarding any subject matter
relating to the Sub-Sublease, the unsuccessful litigant shall pay the
successful litigant all reasonable costs and expenses, including, without
limitation, reasonable attorneys’ fees and costs, incurred by the successful
litigant in connection with such litigation.


 


17.                                 Surrender.  Sub-Subtenant’s surrender obligations under
the Sub-Sublease shall consist solely of returning the Sub-Sublet Premises to
Sub-Sublandlord vacant and in reasonably good order and repair, reasonable wear
and tear, damage by casualty, and Sub-Sublandlord’s obligations, excepted.  Sub-Subtenant shall have no obligation to
remove or pay for the removal of the initial fit-up of the Sub-Sublet Premises,
or any subsequent alterations which Sub-Sublandlord has approved during the
Term.  Nothing in the Sub-Sublease shall
preclude Sub-Subtenant from removing its trade fixtures, personal property or
business equipment from the 


 


3

















 


Sub-Sublet Premises, provided
Sub-Subtenant reasonably repairs any portions of the Sub-Sublet Premises
affected by such removal.


 


18.                                 No
Assumption.  Except as specifically
provided in this Sub-Sublease, Sub-Subtenant is not assuming Sub-Sublandlord’s
monetary or other obligations under the Prime Sublease, nor any liabilities
attributable to Sub-Sublandlord’s negligence, actions, omission, misconduct or
breaches of the Prime Sublease.


 


19.                                 Cooperation.  Sub-Sublandlord hereby covenants that, upon
notice from Sub-Subtenant, Sub-Sublandlord shall promptly and diligently and in
good faith assist Sub-Subtenant in obtaining (a) the performance of Prime
Sublandlord’s obligations under the Prime Sublease; and (b) the consent by
either Prime Sublandlord or Prime Landlord to any approval or consent
reasonably requested by Sub-Subtenant. 
In addition, Sub-Sublandlord hereby covenants to cooperate in good faith
with Sub-Subtenant in the performance of any fit-up of the Sub-Sublet Premises
to avoid any delays or interference in connection with said work.


 


20.                                 Miscellaneous
Rights.  Any and all rent abatement
and leasehold termination rights granted to Sub-Sublandlord under the Prime
Sublease shall likewise apply to Sub-Subtenant under the Sub-Sublease, said rights
to include, without limitation, any such rights to Sub-Sublandlord for casualty
losses and/or condemnation under the Prime Sublease.


 


21.                                 Sub-Sublandlord
shall use reasonable efforts to cooperate with Sub-Subtenant in (i) obtaining
for Sub-Subtenant: (a) additional services requested by Sub-Subtenant under the
Prime Sublease and/or the Prime Lease (as incorporated in this Sub-Sublease)
and this Sub-Sublease; (b) any benefit to Sub-Sublandlord relating to the
Sub-Sublet Premises under the Prime Sublease or Prime Lease that would directly
benefit Sub-Subtenant, including without limitation any dispute rights
regarding operating expenses, real estate taxes, other escalations, or
electricity payments as set forth in the Prime Lease; and (ii) delivering any
notice to Prime Sublandlord or Prime Landlord as required by any provision of
the Prime Sublease or Prime Lease, as incorporated into this Sub-Sublease,
including, without limitation, promptly forwarding any request made by
Sub-Subtenant to Prime Sublandlord or Prime Landlord for services, or consent
or approval, and providing Prime Sublandlord or Prime Landlord with all
information required (or that Prime Sublandlord or Prime Landlord may
reasonably request) regarding any such request.  If Prime Sublandlord or Prime Landlord consents to any mater that
requires Prime Sublandlord or Prime Landlord’s consent under the Prime Sublease
or Prime Lease, then Sub-Sublandlord shall automatically be deemed to have
given such consent under this Sub-Sublease.


 


4