Exhibit 10.1.8


 


Conformed
Copy


 


SUBLEASE AGREEMENT BETWEEN

ARCH INSURANCE COMPANY, AS SUBLANDLORD

AND

BROOKFIELD PROPERTIES OLP CO. LLC, AS SUBTENANT


 


THIS SUBLEASE
AGREEMENT (this “Sublease”) is made as of the 21st day of July, 2008, by and between ARCH INSURANCE
COMPANY, a Missouri corporation, having an office at One Liberty Plaza, 165
Broadway, New York, New York 10006 (“Sublandlord”), and BROOKFIELD
PROPERTIES OLP CO. LLC, a Delaware limited liability company, having an office c/o Brookfield Financial Properties, L.P.,
Three World Financial Center, 200 Vesey Street, 11th Floor, New York, New York
10281-1021 (“Subtenant”).


 


W I T N E S S E T H


 


WHEREAS:


 


A.                                   By
lease dated September 26, 2002 (the “Original Overlease”), as
amended by that certain First Lease Modification Agreement (the “First
Modification”) dated as of May 7, 2003, that certain Second Lease
Modification Agreement (the “Second Modification”) dated as of July 31,
2003, that certain Third Lease Modification Agreement (the “Third
Modification”) dated as of February 18, 2004, that certain Fourth
Lease Modification Agreement (the “Fourth Modification”) dated as of May 13,
2004, that certain Substitution of Storage Space Agreement (the “Storage
Substitution Agreement”) dated as of September 30, 2004, that certain
Fifth Lease Modification Agreement dated as of December 15, 2005 (the “Fifth
Modification”) and that certain Sixth Lease Modification Agreement dated as
of March 29, 2007 (the “Sixth Modification”) and as the same is
concurrently herewith being amended pursuant to the Consent and Seventh
Modification (as such term is defined in paragraph C below; such lease, as the
same


 

















 


has been, is being and
may hereafter be further amended, being hereinafter called the “Overlease”),
Brookfield Properties OLP Co. LLC, formerly known as BFP One Liberty Plaza Co.
LLC (“Overlandlord”) leased to Sublandlord certain space consisting of
the entire rentable area of each of the sixteenth (16th), seventeenth (17th)
and fifty-third (53rd) floors and certain storage space located on the
concourse level (collectively, the “Leased Space”) in the building known
as One Liberty Plaza, New York, New York (the “Building”) in accordance
with the terms of the Overlease.  A
complete copy of the Overlease has been delivered to each of Sublandlord and
Subtenant, the receipt of which is hereby acknowledged by each of Sublandlord
and Subtenant.


 


B.                                     Sublandlord
and Subtenant desire to consummate a subleasing of a portion of the Leased
Space on the terms and conditions contained in this agreement (this “Sublease”).


 


C.                                     Overlandlord
and Sublandlord (as Tenant under the Overlease) are concurrently herewith
entering into that certain Consent to Sublease, Non-Disturbance Agreement and
Seventh Lease Modification Agreement (the “Consent and Seventh Modification”),
providing for, inter alia, Overlandlord’s
consent to this Sublease, Overlandlord’s recognition of Subtenant and certain
modifications of the Overlease in connection herewith.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter contained, it
is hereby agreed as follows:


 


1.                                       Term;
Rent.


 


1.1                                 Sublandlord
hereby leases to Subtenant and Subtenant hereby hires from Sublandlord the
entire rentable area of each of the sixteenth (16th) and seventeenth (17th)
floors of the Building (comprising a portion of the Leased Space and which
Sublandlord and Subtenant hereby agree for purposes of this Sublease shall be
deemed to contain 44,514 rentable square feet each or 89,028 rentable square
feet in the aggregate), approximately as shown on the applicable 


 


2

















 


floor plans annexed to the Second Modification, the Third Modification,
the Fifth Modification and the Sixth Modification (collectively, the “Premises”),
for a term (the “Sublease Term”) commencing at 12:01 A.M. EST on
the Sublease Commencement Date (as such term is hereinafter defined) and ending
at 11:00 P.M. EST on January 31, 2014 or on such earlier date upon
which the Sublease Term shall terminate pursuant to any conditions or covenants
of this Sublease or pursuant to law (the “Sublease Expiration Date”), at
an annual fixed rent (“fixed rent”) at the rate of Four Million
Ninety-Five Thousand Two Hundred Eighty-Eight and 00/100 ($4,095,288.00)
Dollars per annum, to be paid in equal monthly installments of Three Hundred
Forty-One Thousand Two Hundred Seventy-Four and 00/100 ($341,274.00) Dollars
each in advance, on the first day of each month during the Sublease Term,
without any set-off, offset, abatement or reduction whatsoever, except as
otherwise provided herein or in any provision of the Overlease, as incorporated
herein.  As used herein, the term “Sublease
Commencement Date” shall mean March 17, 2009 (the “Anticipated
Sublease Commencement Date,” which date shall be subject to extension in
accordance with the provisions of Section 4.2(d) hereof) or such
earlier date (the “Accelerated Sublease Commencement Date”) as
Sublandlord may elect by written notice (the “Sublease Commencement Date
Acceleration Notice”) given to Subtenant not less than thirty (30) days
prior to such Accelerated Sublease Commencement Date, provided, however, that
the Accelerated Sublease Commencement Date shall not occur earlier than January 1,
2009.  Notwithstanding anything to the
contrary contained herein, if for any reason whatsoever, Sublandlord shall be
unable to deliver possession of the Premises to Subtenant on or before the
Anticipated Sublease Commencement Date or any Accelerated Sublease Commencement
Date (as the case may be), subject to Subtenant’s remedies with respect to such
late delivery as expressly set forth in this Sublease, the term of the Sublease
shall commence on, 


 


3

















 


and the Sublease Commencement Date shall be, the date on which
Sublandlord actually delivers possession of the Premises to Subtenant in
accordance with the terms of this Sublease. 
The date upon which Sublandlord actually delivers possession of the
entire Premises to Subtenant in accordance with the terms of this Sublease is
hereinafter called the “Actual Sublease Commencement Date”.  Sublandlord and Subtenant shall, at the
request of either party, execute, acknowledge and deliver to each other an
instrument substantially in the form of Exhibit B annexed hereto (a “Sublease
Commencement Date Agreement”) confirming the Actual Sublease Commencement
Date; provided, however, that the failure of either party to request or to
execute, acknowledge and deliver such instrument shall have no effect
whatsoever on the occurrence of the Actual Sublease Commencement Date.


 


1.2                                 Notwithstanding
the provisions of Section 1.1 above, the fixed rent payable by Subtenant
hereunder shall be abated during six (6) month period commencing on the
Sublease Commencement Date.


 


2.                                       Assignment
and Subletting.


 


2.1                                 Notwithstanding
anything to the contrary set forth in the Overlease, Subtenant shall have the
unqualified and unrestricted right, without Sublandlord’s consent or approval
and without the application of Sections 7.07 through 7.15 of the Overlease, to (a) assign
or transfer this Sublease or any interest therein, (b) permit this
Sublease to be assigned by operation of law or otherwise, (c) further
lease all or any part of the Premises, (d) permit the Premises or any desk
space therein to be occupied by persons other than Subtenant, or (e) pledge
or encumber this Sublease, the term and estate hereby granted or the rentals
hereunder.  Any assignment or further
leasing and the use of the Premises by Subtenant or by any assignee or further
tenant of Subtenant, or by anyone else claiming by, through or under Subtenant,
may be for any purpose or purposes that Subtenant, in Subtenant’s sole
discretion, shall deem suitable or 


 


4

















 


appropriate and shall be on such terms and at such rental rates as
Subtenant, in Subtenant’s sole discretion, shall deem appropriate (it being
acknowledged and agreed by Sublandlord that Subtenant shall have the right to
further lease the Premises to a third party for a term that extends beyond the
Sublease Expiration Date and, in such event, any continued occupancy of the
Premises by such third party beyond 11:00 P.M. EST on the Sublease
Expiration Date shall not be deemed a holdover or other default under this
Sublease, and Sublandlord hereby consents to such continued occupancy without
any charge to such third party).  In no
event shall Sublandlord be entitled to any consideration or payment from
Subtenant (or from any assignee or further tenant of Subtenant) in connection
with any assignment of this Sublease or further leasing of the Premises,
including, without the limitation, payment of any portion of any profits
realized by Subtenant or by any assignee or further tenant of the Premises in
connection therewith.


 


2.2                                 In
the event that Subtenant shall enter into a further lease with a tenant
covering the Premises or a portion thereof, upon Subtenant’s request,
Sublandlord shall enter into a non-disturbance agreement (a “Non-Disturbance
Agreement”) with such tenant in the form annexed hereto as Exhibit C,
agreeing to recognize such tenant under the provisions set forth in such
Non-Disturbance Agreement (provided however that, except in connection with the
Non-Disturbance Agreement to be entered into with Cleary (as hereinafter
defined), (x) such Non-Disturbance Agreement shall be modified as
appropriate to replace the references to Cleary with references to such tenant
and (y) the provisions of paragraphs 5, 6 and 7 and Exhibit A of such
form of Non-Disturbance Agreement shall be deleted or modified if not
applicable).  Sublandlord shall execute
any such Non-Disturbance Agreement and deliver same to Subtenant and such
tenant concurrently with the execution of such lease by Subtenant and such
tenant.  Sublandlord shall make such
modifications to any such Non-Disturbance Agreement as such tenant may 


 


5

















 


reasonably request, provided that such modifications do not materially
decrease any rights or benefits or materially increase any obligations of
Sublandlord hereunder.  Without limiting
the generality of the foregoing, Sublandlord hereby acknowledges that Subtenant
is concurrently herewith entering into an agreement with Cleary, Gottlieb, Steen &
Hamilton LLP (“Cleary”) pursuant to which Subtenant shall lease the
Premises to Cleary for a term commencing on or immediately following the
Sublease Commencement Date (such agreement being hereinafter called the “Cleary
Agreement”), and Sublandlord agrees to execute a Non-Disturbance Agreement
and deliver same to Subtenant and Cleary concurrently with the execution of the
Cleary Agreement by Subtenant and Cleary (such Non-Disturbance Agreement being
hereinafter called the “Cleary Non-Disturbance Agreement”).


 


3.                                       Incorporation
of Overlease.


 


3.1                                 Except
as herein otherwise expressly provided and except for the obligations to pay
Fixed Rent and Additional Charges under the Overlease, all of the terms,
covenants, conditions and provisions in the Overlease are hereby incorporated
in and made a part of this Sublease, and such rights and obligations as are
contained in the Overlease are hereby imposed upon the respective parties
hereto; the Sublandlord herein being substituted for the Landlord named in the
Overlease; the Subtenant herein being substituted for the Tenant named in the
Overlease; the Premises herein being substituted for the Premises in the
Overlease; and references to the “Sublease” being substituted for references to
the “Lease” in the Overlease (except where such reference in the Overlease is
by its terms (unless modified by this Sublease) to any other section of the
Overlease, in which event such reference shall be deemed to refer to the
particular section of the Overlease); provided, however, that the Sublandlord
herein shall not be liable for any defaults by Overlandlord.


 


6














 


3.2                                 For
purposes of this Sublease, Articles 3, 4, 16, 34, 36, 38 and 40, Section 1.04
and Exhibit H of the Original Overlease, the entire First Modification,
paragraphs 4(a), 4(b), 5, 6, 7, 8 and 9 of the Second Modification, paragraphs
3(a), 3(b), 4, 5(a) and 6 of the Third Modification, the entire Fourth
Modification, the entire Storage Substitution Agreement, paragraphs 4(a)(i),
4(a)(ii), 4(b), 5, 6 and 7 of the Fifth Modification and paragraphs 4(a)(i),
4(a)(ii), 4(b), 5 and 7 of the Sixth Modification, and all references in the
Overlease to the foregoing shall not be deemed incorporated in or made a part
hereof.


 


4.                                       Condition
of Premises; Delays in the Sublease Commencement Date.


 


4.1                                 Subtenant
has examined the Premises, is aware of the physical condition thereof, and
agrees to take the same “as is,” in its condition and state of repair existing
as of the date of this Sublease, with the understanding that there shall be no
obligation on the part of Sublandlord to perform any work, supply any materials
or incur any expense whatsoever in connection with the preparation of the
Premises for Subtenant’s occupancy thereof, except that Sublandlord shall
deliver the Premises to Subtenant vacant, broom clean and free of all
occupancies and Tenant’s Property at 12:01 A.M. EST on the Sublease
Commencement Date.   Notwithstanding the
foregoing, Sublandlord shall not be deemed to be in default of its obligations
pursuant to the preceding sentence to the extent that there shall be remaining
in the Premises on the Sublease Commencement Date all or any portion of the
Arch Furniture, as such term is defined in Paragraph 5 of the Cleary
Non-Disturbance Agreement.


 


4.2                                 (a)                                  In
the event that the Sublease Commencement Date shall not have occurred on or
before the Anticipated Sublease Commencement Date (time being of the essence),
such failure shall constitute a default by Sublandlord under this Sublease (for
which Subtenant shall have all of the rights and remedies set forth in this
Sublease or otherwise available to it at law or in equity) and a default by
Sublandlord as Tenant under the Overlease 


 


7

















 


(for which Overlandlord shall have all of the rights and remedies set
forth in the Overlease or otherwise available to it at law or in equity).
Without limiting the generality of the foregoing, in the event that the
Sublease Commencement Date shall not have occurred on or before the Anticipated
Sublease Commencement Date (time being of the essence):


 


(i)                                     Sublandlord
shall, by not later than the date occurring five (5) Business Days after
the Anticipated Sublease Commencement Date (such date being hereinafter called
the “Late Delivery Fee Payment Date”), make a payment to Subtenant in
the amount of Two Million and 00/100 ($2,000,000.00) Dollars (the “Late
Delivery Fee”), which Late Delivery Fee shall, at Subtenant’s option, be
paid (x) by certified check drawn on a New York City bank which is a
member of the New York Clearing House Association or a successor thereto or (y) by
wire transfer to Subtenant of immediately available “Federal Reserve Funds” in
accordance with instructions to be provided by Subtenant by not later than the
date immediately preceding the Late Delivery Fee Payment Date.  As used herein, the term “Federal Reserve
Funds” shall mean the receipt by a bank or banks in the continental United
States designated by Subtenant of United States dollars in form that does not
require further clearance, and may be applied at the direction of Subtenant by
such recipient bank or banks on the day of receipt of advice that such funds
have been wire transferred; and


 


(ii)                                  For
each month or portion of a month occurring during the period commencing on the
Anticipated Sublease Commencement Date and ending on the date immediately
preceding the Actual Sublease Commencement Date (or, in the event of a
termination of this Sublease pursuant to Section 4.3 hereof, ending on the
Termination Date), Sublandlord shall pay to Subtenant an amount (the “Monthly
Late Delivery Charge”) equal to the excess of (A) the higher of (x) an
amount equal to one and one-half (1 1⁄2) times one-twelfth 


 


8

















 


(1/12) of the sum of the Fixed Rent and Additional
Charges payable by Sublandlord (as Tenant under the Overlease) with respect to
the Premises under the Overlease during the twelve (12) calendar month period
ending on the last day of the calendar month immediately preceding the month in
which the Anticipated Sublease Commencement Date occurs (i.e., the period
commencing on March 1, 2008 and ending on February 28, 2009 if the
Anticipated Sublease Commencement Date shall be March 17, 2009)  or (y) an amount equal to the then market rental value
of the Premises (as shall be established by Subtenant giving notice to Sublandlord
of Subtenant’s good faith estimate of such market rental value) over (B) the
Fixed Rent payable by Sublandlord (as Tenant under the Overlease) with respect
to the Premises under the Overlease for the same period.  Sublandlord shall have the right to dispute
such market rental value for the Premises as estimated by Subtenant in the same
manner as set forth in Section 34.01 of the Original Overlease.  The Monthly Late Delivery Charges for each
calendar month occurring during the Late Delivery Period shall be due and
payable on the first day of such calendar month, except that the Late Delivery
Charge for the month in which the Anticipated Sublease Commencement Date occurs
shall be due and payable on the Anticipated Sublease Commencement Date.


 


(b)                                 The
Late Delivery Fee and the Monthly Late Delivery Charges shall constitute
Additional Charges payable by Sublandlord (as Tenant under the Overlease) under
the Overlease.  In the event that
Sublandlord fails to pay the Late Delivery Fee on or before the Late Delivery
Fee Payment Date or in the event that Sublandlord fails to pay any Monthly Late
Delivery Charge on or before the date set forth Section 4.2(a)(ii) hereof,
such failure shall constitute a default by Sublandlord under this Sublease and
shall also constitute a failure to pay Additional Charges in accordance with
the provisions of Article 22 of the Original 


 


9

















 


Overlease, for which Overlandlord shall have all of the rights and
remedies set forth in the Overlease or otherwise available to it at law or in
equity.


 


(c)                                  Sublandlord
acknowledges that Subtenant has informed it that if the Sublease Commencement
Date has not occurred on or before the Anticipated Sublease Commencement Date,
Subtenant will solely be contractually obligated to pay Cleary, pursuant to the
terms of the Cleary Agreement, (i) the amount of the Late Delivery Fee and
(ii) the amount of the Monthly Late Delivery Charges (less the amount of
any costs incurred by Subtenant in obtaining or attempting to obtain possession
of the Premises from Sublandlord or in collecting or attempting to collect any
Monthly Late Delivery Charges from Sublandlord).  In view of the foregoing and the potential
for additional damages as a result of Sublandlord’s failure to cause the
Sublease Commencement Date to occur on or before the Anticipated Sublease
Commencement Date, Sublandlord and Subtenant hereby acknowledge and agree that
the Late Delivery Fee and the Monthly Late Delivery Charges shall be deemed to
be liquidated damages and not a penalty, it being acknowledged and agreed that
Subtenant’s actual damages by reason of Sublandlord’s failure to cause the
Sublease Commencement Date to occur on or before the Anticipated Sublease
Commencement Date would be difficult (if not impossible) to ascertain, and that
the Late Delivery Fee and the Monthly Late Delivery Charges constitute a
reasonable estimate of Subtenant’s actual damages.


 


(d)                                 Subtenant
acknowledges that Sublandlord has informed it that Sublandlord is in negotiations
with Mack-Cali Realty Corporation with respect to a lease of certain premises
located at Harborside Financial Center in Jersey City, New Jersey (such
building being hereinafter called the “Jersey City Building” and such
premises being hereinafter called the “Jersey City Premises”) for a term
commencing prior to the Anticipated Sublease 


 


10

















 


Commencement Date. 
Notwithstanding anything to the contrary contained herein, but subject
to the provisions of Section 4.3(b) hereof, the Anticipated Sublease
Commencement Date shall be extended by one day for each day that Sublandlord is
delayed in delivering possession of the Premises to Subtenant by reason of the
occurrence of any Force Majeure Event affecting the Building or the Jersey City
Building, but any such extension by reason of a Force Majeure Event shall not
exceed sixty (60) days in the aggregate. 
For purposes of the foregoing, the term “Force Majeure Event”
shall mean one or more of the following events: (i) casualty, (ii) condemnation,
(iii) labor strike or similar dispute, (iv) act of terrorism or (v) war.


 


4.3                                 (a)                                  Sublandlord
acknowledges that Subtenant has informed it that, pursuant to the terms of the
Cleary Agreement, Cleary will have the right to terminate the Cleary Agreement
if Subtenant does not deliver possession of the entire Premises to Cleary on or
before August 1, 2009 (the “Rescission Date”; such termination
right being hereinafter called the “Cleary Termination Right”).  In the event that (i) the Sublease
Commencement Date shall not have occurred on or before the Rescission Date and (ii) Cleary
exercises the Cleary Termination Right in accordance with the terms of the
Cleary Agreement, Subtenant shall have the right to terminate this Sublease by
written notice (the “Rescission Notice”) given to Sublandlord at any
time after the Rescission Date, and such termination shall be effective upon
the giving of the Rescission Notice (the “Termination Date”).  If Subtenant exercises such option to
terminate this Sublease, then upon such termination, neither Sublandlord nor
Subtenant shall have any further obligations to the other hereunder except that
(i) Subtenant shall, within thirty (30) days after the Termination Date,
return to Sublandlord the Sublease Inducement Payment (as such term is
hereinafter defined), after deducting therefrom the aggregate amount of any
attorneys’ fees and disbursements incurred by Subtenant in connection with this
Sublease, the Consent and Seventh 


 


11

















 


Modification, the Cleary Agreement and the Cleary Non-Disturbance
Agreement, and (ii) the provisions of Section 10 of this Sublease
shall survive such termination.


 


(b)                                 Notwithstanding
anything to the contrary contained herein, in the that (i) a casualty or
condemnation shall occur at the Jersey City Building and (ii) Sublandlord
and Cleary shall agree, acting reasonably and in good faith, that such casualty
or condemnation is so material that Sublandlord cannot reasonably be expected
to take occupancy of the Jersey City Premises on or before June 17, 2009,
Sublandlord and Cleary shall have the right to give a joint notice (a “Joint
Termination Notice”) to Subtenant of the foregoing, which notice shall set
forth Cleary’s exercise of the Cleary Termination Right in accordance with the
provisions of the Cleary Agreement.  If
Cleary exercises the Cleary Termination Right as set forth in the preceding
sentence and otherwise in accordance with the terms of the Cleary Agreement, (i) Subtenant
shall be deemed to have given a Rescission Notice to Sublandlord concurrently
with the giving of the Joint Termination Notice by Sublandlord and Cleary and
this Sublease shall terminate as set forth in Section 4.3(a) hereof
upon the giving of the Joint Termination Notice and (ii) Sublandlord shall
deliver the Late Delivery Fee to Subtenant within five (5) Business Days
after the giving of the Joint Termination Notice.


 


4.4                                 In
the event of the termination of this Sublease pursuant to Section 4.3 hereof,
Sublandlord and Subtenant shall, at the request of either party, execute,
acknowledge and deliver to each other an instrument in form reasonably
satisfactory to Sublandlord and Subtenant confirming such termination of this
Sublease; provided, however, that the failure of either party to request or to
execute, acknowledge and deliver such instrument shall have no effect
whatsoever on such termination of this Sublease.


 


12

















 


5.                                       Use.


 


5.1                                 Sublandlord
and Subtenant agree that the Premises may be used and occupied (whether by
Subtenant or by anyone claiming by, through or under Subtenant, including,
without limitation, any assignee of this Sublease or any further tenant of
Subtenant) for any purpose.


 


6.                                       Consents.


 


6.1                                 Sublandlord
and Subtenant acknowledge that Overlandlord’s consent to this Sublease is set
forth in the Consent and Seventh Modification.


 


6.2                                 Sublandlord
acknowledges and agrees that, notwithstanding anything contained herein or in
the Overlease to the contrary, Sublandlord’s consent or approval shall not be
required with respect to any actions to be taken by Subtenant, or anyone
claiming by, through or under Subtenant, in connection with this Sublease or
otherwise in or with respect to the Premises.


 


7.                                       Defaults.


 


7.1                                 Sublandlord
and Subtenant acknowledge and agree that (a) all services, repairs,
restorations, equipment and access to and for the Premises and any insurance
coverage of the Building will in fact be provided by Overlandlord, (b) Sublandlord
shall have no obligation during the term of this Sublease to provide any such
services, repairs, restorations, equipment, access or insurance coverage, (c) Subtenant
agrees to look solely to Overlandlord for the furnishing of such services,
repairs, restorations, equipment, access and insurance coverage, and (d) Sublandlord
shall in no event be liable to Subtenant nor shall the obligations of Subtenant
hereunder be impaired or the performance thereof excused because of any failure
or delay on Overlandlord’s part in furnishing such services, repairs,
restorations, equipment, access or insurance coverage.


 


13

















 


7.2                                 Notwithstanding
anything to the contrary contained herein, no act or omission of Subtenant or
anyone claiming by, through or under Subtenant (including, without limitation,
any assignee of this Sublease or any further tenant of Subtenant) shall be
deemed a default under this Sublease unless such act or omission gives rise to
a default by Sublandlord as Tenant under the Overlease and Overlandlord
delivers a notice of default to Sublandlord in respect thereof.


 


8.                                       Sublandlord’s
Representations.


 


8.1                                 Sublandlord
represents that (a) the Overlease is in full force and effect, (b) Sublandlord
is the holder of the interest of the tenant under the Overlease and has and
will have the right to enter into this Sublease, (c) nothing has been or
will be done or suffered whereby the Overlease, or the term or estate thereby
granted or the Premises, or any part thereof, or any alterations, decorations,
installations, additions or improvements in and to the Premises, have been or
will be encumbered in any way whatsoever, and (d) no one other than
Sublandlord has acquired through or under Sublandlord (or, except for Subtenant
or anyone claiming through or under Subtenant, will acquire through or under
Sublandlord) any right, title or interest in or to the Overlease as it relates
to the Premises or the term or estate thereby granted or in or to the Premises,
or any part thereof, or in or to said alterations, decorations, installations,
additions and/or improvements or any part thereof.


 


8.2                                 Sublandlord
represents and warrants to Subtenant that, as of the date of this Sublease, any
equipment or systems that are located in or serve the Premises and that were
either installed or modified by Sublandlord or that Sublandlord is obligated
under the Overlease to repair and maintain are in good working order.


 


14

















 


9.                                       Subordination.


 


9.1                                 Subject
to the provisions of paragraph 3 of the Consent and Seventh Modification, this
Sublease is subject and subordinate to the Overlease and to any matters to
which the Overlease is or shall be subordinate, including all ground or
underlying leases (if any) and all mortgages which may now or hereafter affect
such leases or the real property of which the Premises are a part and all
renewals, modifications, replacements and extensions of any of the
foregoing.  This Section 9.2 shall
be self-operative and no further instrument of subordination shall be required.


 


10.                                 Broker.


 


10.1                           Each
of Sublandlord and Subtenant covenants, represents and warrants to the other
party that it has had no dealings or communications with any broker or agent in
connection with the consummation of this Sublease and the Consent and Seventh
Modification other than CB Richard Ellis, Inc. (“CBRE”), who is
representing Sublandlord. Sublandlord covenants and agrees to pay, hold
harmless and indemnify Subtenant from and against any and all cost, expense
(including without limitation reasonable attorneys’ fees) or liability for any
compensation, commissions or charges claimed by any broker or agent, including CBRE,
and arising out of any conversations or negotiations had by Sublandlord with
such broker or agent with respect to this Sublease or the negotiation
thereof.  Subtenant covenants and agrees
to pay, hold harmless and indemnify Sublandlord from and against any and all
cost, expense (including without limitation reasonable attorneys’ fees) or
liability for any compensation, commissions or charges claimed by any broker or
agent, other than CBRE, and arising out of any conversations or negotiations
had by Subtenant with such broker or agent with respect to this Sublease or the
negotiation thereof.  Sublandlord shall
pay a brokerage commission to CBRE in connection with this Sublease pursuant to
a separate agreement between Sublandlord and CBRE.


 


15

















 


11.                                 Additional
Escalation Rent.


 


11.1                           Throughout
the Sublease Term, Subtenant shall pay to Sublandlord, as additional rent under
this Sublease, all Operating Payments and Tax Payments attributable to the
Premises pursuant to Article 3 of the Overlease; provided, however, that
for purposes of the foregoing, (a) the “Base Operating Amount” shall mean
the Operating Expenses incurred for the Operating Year commencing January 1,
2009; (b) the “Base Tax Amount” shall mean the Taxes for the Tax Year
commencing on July 1, 2009; and (c) “Tenant’s Share” shall mean
3.9685%.  The items of additional rent to
be paid by Subtenant pursuant to the preceding sentence are hereinafter
respectively called “Additional Operating Expense Rent” and “Additional
Tax Rent” and are hereinafter collectively called “Additional Escalation
Rent”.


 


11.2                                Sublandlord
and Subtenant hereby acknowledge that, pursuant to the provisions of paragraph
5(a) of the Consent and Seventh Modification, Overlandlord has agreed to
provide a statement of any Additional Escalation Rent payable by Subtenant
hereunder (an “Additional Escalation Rent Statement”) along with the
corresponding Landlord’s Statement or the corresponding bill setting forth any
Additional Charges payable by Sublandlord on account of increases in Operating
Expenses or Taxes under Article 3 of the Overlease (respectively, the “Article 3
Operating Expense Payments” and “Article 3 Tax Payments” and,
collectively, the “Article 3 Escalation Payments”).  Subtenant shall pay any such Additional
Escalation Rent to Sublandlord, as set forth in such Additional Escalation Rent
Statement, on or before the date on which the corresponding Article 3
Escalation Payments are required to be paid by Sublandlord to Overlandlord
pursuant to the applicable provisions of the Overlease, and Sublandlord shall
not be obligated to provide any additional statement to Subtenant with respect
to any such Additional Escalation Rent.


 


16














 


11.3                           Any
Additional Escalation Rent payable by Subtenant pursuant to this Article 11
shall be based on the corresponding Article 3 Escalation Payments payable
by Sublandlord to Overlandlord pursuant to the terms of the Overlease, as
finally determined (i.e., the Article 3 Escalation Payments determined to
be payable by Sublandlord following the rendering of any final statements by
Overlandlord with respect thereto and any challenges raised by Sublandlord with
respect to such amounts).  For example,
if, pursuant to the Overlease, Sublandlord is required to pay Article 3
Operating Expense Payments to Overlandlord on an estimated basis, subject to
adjustment when Overlandlord’s operating expenses are reconciled following the
end of each calendar year, Subtenant will be obligated to pay Additional
Operating Expense Rent to Sublandlord as and when billed by Sublandlord during
such calendar year and, following such adjustment with respect to such Article 3
Operating Expense Payments, such Additional Operating Expense Rent will be
subject to a corresponding adjustment.


 


12.                                 Notices.


 


12.1                           Any
notice, statement, demand, consent, approval or other communication required or
permitted to be given, rendered or made by either party to this Sublease or
pursuant to any applicable law or requirement of public authority
(collectively, “notices”) shall be given in the same manner as set forth
in Article 28 of the Original Overlease, as the same has been and may
hereafter be further amended, as though the references in said Article 28
to “Landlord” and “Tenant,” respectively, were replaced with references to
Subtenant and Sublandlord, respectively, except that after the Sublease
Commencement Date, all notices addressed to Sublandlord shall be sent to the
following address: Arch Insurance Company, Harborside Financial Center, Plaza
III, 3rd floor, Jersey City, New Jersey 07311, Attention: Vice President, 


 


17

















 


Corporate Administrative Services, with a copy to the same address as above,
Attention: General Counsel.


 


13.                                 Electricity.


 


13.1                           Subtenant
shall pay all charges for electricity consumed in the Premises pursuant to Article 14
of the Overlease (as the same has been amended and as the same is incorporated
herein), provided, however, that Subtenant shall pay the amount of any such
charges directly to Overlandlord and shall be under no obligation to pay same
to Sublandlord.


 


14.                                 Alterations;
Condition of Premises on Sublease Expiration Date.


 


14.1                           Notwithstanding
anything to the contrary contained in the Overlease, Subtenant and, at
Subtenant’s election, any party claiming by, through or under Subtenant
(including, without limitation, any assignee of this Sublease or any further
tenant of Subtenant) shall have the unqualified and unrestricted right, without
Sublandlord’s permission or approval, to make any and all changes, alterations,
additions, improvements, installations and decorations in, to or about the
Premises or any portion thereof as Subtenant or such other party, in its sole
discretion, deems suitable or appropriate.


 


14.2                           Notwithstanding
anything to the contrary contained in the Overlease, Subtenant and, at
Subtenant’s election, any party claiming by, through or under Subtenant
(including, without limitation, any assignee of this Sublease or any further
tenant of Subtenant) shall have the right, but not the obligation, at its
option and in its sole discretion, to remove, in whole or in part, any changes,
alterations, additions, improvements, installations or decorations made in or
to the Premises prior to or upon the Sublease Expiration Date (including,
without limitation, any of the foregoing made prior to the Sublease
Commencement Date), and Subtenant shall have no obligation on the Sublease
Expiration Date to restore any pre-existing conditions in the Premises.


 


18

















 


15.                                 Sublease
Inducement Payment.


 


15.1                           In
consideration of Subtenant’s entering into this Sublease, Sublandlord shall pay
to Subtenant the sum of Two Million Nine Hundred Twenty-Six Thousand Two
Hundred Sixty-Seven and 00/100 ($2,926,267.00) Dollars (the “Sublease
Inducement Payment”) upon the execution of this Sublease by Sublandlord,
which amount shall be paid (x) by certified check drawn on a New York City
bank which is a member of the New York Clearing House Association or a
successor thereto or (y) by wire transfer to Subtenant of immediately
available Federal Reserve Funds. 
Subtenant shall have the right to use the Sublease Inducement Payment in
such manner as Subtenant shall determine in its sole discretion.


 


16.                                 Limitation
of Liability.


 


16.1                           Sublandlord
agrees to look solely to Subtenant’s estate and interest in the Building for
the satisfaction of any right or remedy of Sublandlord, for the collection of a
judgment (or other judicial process) requiring the payment of money by
Subtenant, in the event of any liability by Subtenant, and no other property or
assets of Subtenant shall be subject to levy, execution, attachment, or other
enforcement procedure for the satisfaction of Sublandlord’s remedies under or
with respect to this Sublease, the relationship of Sublandlord and Subtenant
hereunder, or Subtenant’s use and occupancy of the Premises, or any other
liability of Subtenant to Sublandlord.


 


17.                                 Quiet
Enjoyment.


 


17.1                           So
long as Subtenant is not in default hereunder beyond the expiration of any
applicable notice and cure periods, Sublandlord shall not disturb or terminate
Subtenant’s leasehold estate hereunder, subject, however, to the terms,
provisions and obligations of this Sublease.


 


19

















 


18.                                 Miscellaneous.


 


18.1                           All
capitalized terms contained in this Sublease and not otherwise defined herein
shall, for purposes hereof, have the same meanings ascribed to them in the
Overlease.


 


18.2                           This
Sublease may not be changed or terminated orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
termination, modification or discharge is sought.


 


18.3                           This
Sublease constitutes the entire agreement between the parties and all
representations and understandings have been merged herein.


 


18.4                           This
Sublease shall inure to the benefit of all of the parties hereto, their
successors and (subject to the provisions hereof) their assigns.


 


18.5                           Sublandlord
and Subtenant hereby expressly negate any intention on their part, or on the
part of Subtenant as Overlandlord under the Overlease, that the estate of
Subtenant in and to the Premises created by this Sublease be merged with the
estate of Subtenant as Overlandlord under the Overlease or with any other
estate held by either of Sublandlord or Subtenant.


 


18.6                           This
Sublease shall not be effective and binding upon Sublandlord or Subtenant
unless and until Sublandlord and Subtenant have duly and unconditionally
executed and delivered this Sublease.


 


18.7                           This
Sublease shall be governed by and interpreted in accordance with the laws of
the State of New York, without giving effect to any conflict of law principles
thereof.  Sublandlord and Subtenant
hereby irrevocably consent and submit to the jurisdiction of the federal courts
of the United States of America located in the Southern District of New York
and of any state, county or municipal court sitting in the State of New York,
County of New York, in respect of any suit, action or proceeding arising out of
or in any way relating to this Sublease.


 


20

















 


[REMAINDER OF THIS PAGE
IS INTENTIONALLY LEFT BLANK]


 


21

















 


IN WITNESS WHEREOF, the parties have hereunto set
their hands and seals as of the day and year first above written.


 


 


	
   

  	
  ARCH
  INSURANCE COMPANY, Sublandlord

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis R. Brand

  
	
   

  	
  Name: Dennis R. Brans

  
	
   

  	
  Title: Executive Vice
  President and Chief 

  Administration Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BROOKFIELD PROPERTIES OLP CO.
  LLC, Subtenant

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sara B. Queen

  
	
   

  	
  Name: Sara B. Queen

  
	
   

  	
  Title: Senior Asset
  Manager

  



 


22

















 


STATE OF NEW YORK                                                                                                                  )


                                                                                                                                                                                                                                                           :  ss.:


COUNTY OF NEW YORK                                                                                                     )


 


On the           
day of
                      
in the year 2008, before me, the undersigned, a Notary Public in and for said
state, personally appeared                                                         
personally known to me or proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


STATE OF NEW YORK                                                                                                                  )


                                                                                                                                                                                                                                                           :  ss.:


COUNTY OF NEW YORK                                                                                                     )


 


On the
            day of                     
in the year 2008, before me, the undersigned, a Notary Public in and for said
state, personally appeared                                                         
personally known to me or proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


23

















 


EXHIBIT A


 


INTENTIONALLY OMITTED


 

















 


EXHIBIT B


 


FORM OF SUBLEASE
COMMENCEMENT DATE AGREEMENT


 


(See attached)


 

















 


BROOKFIELD PROPERTIES OLP CO. LLC


c/o Brookfield Financial Properties, L.P.


Three World Financial Center


200 Vesey Street, 11th Floor


New York, New York 10281-1021


 


	
   

  	
   

  	
                ,
  200    

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Arch
  Insurance Company

  	
   

  	
   

  
	
  Harborside Financial
  Center

  	
   

  	
   

  
	
  Plaza III, 3rd Floor

  	
   

  	
   

  
	
  Jersey City, New Jersey
  07311

  	
   

  	
   

  



 


	
  Re:

  	
   

  	
  Sublease
  Agreement dated as of July     , 2008 (the
  “Sublease”) between Arch Insurance Company, as Sublandlord, and Brookfield
  Properties OLP Co. LLC, as Subtenant, covering premises consisting of the entire
  16th and 17th floors of One Liberty Plaza, New York, NY

  



 


Gentlemen:


 


All
defined terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the captioned Sublease.


 


This
letter shall serve to confirm that possession of the Premises was delivered to
Subtenant in accordance with the terms of the Sublease on               ,
200    . 
Accordingly, and pursuant to Section 1.1 of the Sublease, this
letter shall confirm our agreement that the Sublease Commencement Date occurred
on               ,
200    .


 


This
letter may be executed in any number of counterparts, each of which shall, when
executed, be deemed to be an original and all of which shall be deemed to be
one and the same instrument.


 


Kindly sign all five (5) copies
of this letter (which are enclosed herewith) and return at least three (3) fully-executed
originals to this office at your earliest convenience to confirm your agreement
to the foregoing.


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BROOKFIELD
  PROPERTIES OLP CO. LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARCH
  INSURANCE COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


EXHIBIT C


 


FORM OF NON-DISTURBANCE AGREEMENT


 


(See attached)