exv10w11xay






Exhibit 10.11(a)




REAL ESTATE LICENSE AGREEMENT

(Owned Buildings)




     This REAL ESTATE LICENSE AGREEMENT (this “License Agreement”) is made as of the
[___] day of [_________,] 2010, between Liberty Mutual Group Inc., a Massachusetts corporation
(“Licensee” or “LMGI”)), and Liberty Mutual Agency Corporation, a Delaware
corporation (“Licensor” or “LMAC”).



WITNESSETH:




     WHEREAS, a subsidiary of Licensor owns the real property, including the buildings located
thereon, set forth on Schedule I annexed hereto and incorporated herein (each a
“Building” and collectively, the “Buildings” or “Owned Buildings”); and



     WHEREAS, the parties desire, by this License Agreement, to provide for the use and occupancy
of certain spaces as set forth in Schedule I annexed hereto and incorporated herein (each
space to be referred to herein as a “License Area” and collectively, the “License
Areas”), each of which is located in a Building.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby covenant and agree as follows:



     1. License.



     (a) Licensor hereby grants to Licensee a license (the “License”) to use and occupy the
License Areas and rights of access thereto for the purposes hereinafter provided as of the
Commencement Date (as hereinafter defined), for the applicable License Period (as hereinafter
defined). Licensee hereby accepts and agrees to use such License for the License Period for each
License Area. In connection with its use of each License Area and to the extent applicable,
Licensee shall also have the non-exclusive right to use in common with Licensor and the other
occupants of the Buildings in which the Licensed Areas are located, the Building common areas,
including the hallways, stairways, elevators, restrooms, kitchens, break rooms, photocopy rooms,
facsimile rooms, conference rooms and other areas of the Buildings (including the equipment and
supplies located therein) that may be reasonably necessary for Licensee’s use of the License Areas,
except those areas that Licensor may designate as private.



     (b) Licensee has inspected and is familiar with the License Areas and accepts same in their
“as is” condition as of the Commencement Date. Licensor shall not be required to perform any work
or furnish any materials in order to prepare the License Areas for Licensee’s occupancy.



     (c) Licensor and Licensee acknowledge that certain License Areas may be occupied by both
Licensor and Licensee with no physical segregation by walls or partitions (“Commingled License
Areas”). Each of Licensor and Licensee shall, in its use of respective portions of Commingled
License Areas, respect the procedures that each may establish to maintain the privacy and
confidentiality of its business records, and each party shall promptly return to the other, without
outside disclosure, any misdirected records or information of the other party that may happen to
come into the possession of personnel of that party.



 









 





     (d) Licensor shall have the right to reconfigure date hereof, the departments or uses within
the Buildings to accommodate Licensor’s future requirements and in conjunction therewith, upon
reasonable prior notice (which notice may be oral) to Licensee, to designate reasonably comparable
substitute space (within the Building or in an adjacent or nearby building owned or leased by
Licensor) as the License Area (wholly or partially in lieu of the then current space designated as
the License Area).



     2. License Period.



     (a) The “License Period” for each License Area shall commence on the date hereof (the
“Commencement Date”) and, subject to the provisions of subparagraph (b) below (as and to
the extent applicable), shall continue until (i) terminated by Licensor (A) upon one hundred eighty
(180) days written notice to Licensee or (B) upon written notice to Licensee after such time as
LMGI or its subsidiaries cease to Beneficially Own, in the aggregate, shares entitled to more than
fifty percent (50%) of the votes entitled to be cast by the holders of the then outstanding Common
Stock of LMAC, (each of (A) and (B) a “Licensor Termination Date”), (ii) terminated by
Licensee on January 1 of any calendar year (but no earlier than January 1, 2014) upon twenty-eight
(28) months prior written notice to Licensor (each a “Licensee Termination Date”), or (iii)
terminated (A) by mutual agreement of the parties, (B) pursuant to any term or provision hereof or
(C) pursuant to law (each of (A), (B) and (C) of clause (iii) a “Termination Event”). With
respect to any License Area terminated by Licensor, Licensor agrees to cooperate with Licensee in
the event Licensee requests to continue to occupy the License Area for a reasonable period of time
following a Licensor Termination Date in order to secure alternate space.



     (b) In the event of a sale of a Building covering a License Area, the License Period for the
License Area shall automatically terminate on the date of such sale of such Building (a “Sale
Date”). In such event, Licensor and Licensee agree to cooperate and work with one another to
reach mutually acceptable terms and provisions for reasonably comparable substitute space.



     (c) The term of this License Agreement (“Term”) shall commence on the Commencement
Date and shall continue until the later of the last (i) Licensor Termination Date, (ii) Licensee
Termination Date, (iii) Termination Event or (iv) Sale Date (together the “Termination
Dates”).



     (d) Licensor and Licensee agree to amend Schedule I from time to time to reflect the
then current Buildings and License Areas subject to this License Agreement, including any new
Buildings and License Areas that may be added to this License Agreement by mutual agreement of both
parties.



     3. License Fee. Licensee shall pay a license fee for the License Areas at rates, in
the manner, and on the dates as Licensor shall determine from time to time (the “License
Fee”). The License Fee payable for a particular License Area shall be comparable to Licensor’s
costs in occupying, maintaining and using the Buildings, as determined by Licensor in a fair,
equitable and consistent manner.



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     4. Obligations. To the extent that any services to a License Area have been supplied
directly by Licensor prior to the Commencement Date, then Licensor shall continue to provide such
services to such License Area during the related License Period. Licensor shall provide such
services to such License Area in substantially the same manner and quality as Licensor has provided
the same to the License Area prior to the Commencement Date or in substantially the same manner and
quality as Licensor provides such services to itself.



     5. Uses. Licensee shall only use and occupy a License Area for the purpose of
conducting its business and uses incidental thereto provided, however Licensee shall not use a
License Area for any use that is inconsistent with the historical use of the License Areas by
Licensor or its employees.



     6. Compliance with Law. Licensee shall promptly comply with all present and future
applicable laws and regulations of all state, Federal, municipal and local governments,
departments, commissions and boards and any direction of any public officer pursuant to law, and
all orders, rules and regulations of any Board of Fire Underwriters or any similar body (all of the
foregoing being hereinafter collectively referred to as “Laws”) having jurisdiction which
shall impose any violation, order or duty upon Licensee with respect to the related License Area.
Notwithstanding the foregoing, Licensor shall maintain and operate the Building in accordance with
all Laws and be responsible for the expenditure of any funds to perform any alteration or
improvement to the Buildings so as to comply with Laws, excepting only to the extent such
expenditure is required as a result of Licensee particular manner of use of the Licensed Areas.



     7. Repairs. Licensee, throughout the License Period, shall take good care of the
License Areas and the fixtures and appurtenances therein and shall not permit any waste, misuse of,
or negligent damage to the License Areas. Licensor shall perform any maintenance and repairs to
the Buildings, including the License Areas.



     8. Casualty. In the event a Building or a License Area is damaged by fire or the
occurrence of a casualty or subject to condemnation (each, a “Casualty”), Licensor may
elect
either to (i) repair the Building or the License Area, or (ii) terminate the License Period
with respect to such License Area by giving written notice to Licensee.



     9. Insurance and Indemnity.



     (a) For so long as Licensor and Licensee both have operations at the related Buildings,
Licensor shall, for itself and the benefit of Licensee, effect and maintain with insurance
companies selected by Licensor the following insurance coverages: (i) comprehensive general
liability; (ii) workers’ compensation in compliance with applicable statutory requirements; (iii)
employer’s liability insurance; and (iv) “All Risk” property insurance covering each party’s
property. Notwithstanding the foregoing, Licensor shall have the option to assist Licensee in
finding an acceptable arrangement to replace the insurance coverages referred to in this Section
9(a).



     (b) Licensee shall indemnify, defend and hold harmless Licensor from and against any and all
claims and lawsuits (including reasonable attorneys’ fees), asserted against, imposed upon or
incurred by Licensor by reason of (i) any default or breach by Licensee under this



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License
Agreement, and (ii) any accident, bodily injury (including death resulting therefrom), or damage to
or loss or theft of property, which shall be occasioned wholly or in part by reason of the
negligence or willful misconduct of Licensee, or any of its employees, agents, contractors,
licensees or invitees.



     (c) Licensor shall indemnify, defend and hold harmless Licensee from and against any and all
claims and lawsuits (including reasonable attorneys’ fees), asserted against, imposed upon or
incurred by Licensee by reason of (i) any default or breach by Licensor under this License
Agreement, and (ii) any accident, bodily injury (including death resulting therefrom), or damage to
or loss or theft of property, which shall be occasioned wholly or in part by reason of the
negligence or willful misconduct of Licensor, or any of its employees, agents, contractors,
licensees or invitees.



     10. Assignment; Sublicensing. The License granted hereby is personal to Licensee and
except as set forth in Section 22(h) shall not be assigned nor shall Licensee sublicense or
otherwise permit or suffer the occupancy of all or any part of the License Area(s) by any third
party without first obtaining the prior written consent of Licensor, which may be withheld in its
sole discretion. Any attempted assignment or sublicense or occupancy of the License Area in
contravention of the foregoing shall be void and a default of this License Agreement.



     11. Alterations; Restoration. Licensee shall not make or suffer to be made any
alterations, additions, or improvements in, on, or to the License Areas or any part thereof without
first obtaining the prior consent of Licensor, which consent may be withheld in its sole
discretion. All such alterations shall be at Licensee’s sole cost and expense. Licensor, at the
time of giving consent to any alterations by Licensee, shall notify (which notice may be oral)
Licensee if any such alterations must be removed and the License Area restored, at the expiration
or sooner termination of the applicable License Period.



     12. Default. If either party defaults in the performance of any of its obligations
hereunder with respect to a License Area or the License Areas and such default continues for more
than thirty (30) days after receipt of written notice from the nondefaulting party (except that if
such default cannot be reasonably cured with the exercise of reasonable diligence during said
30-day period, such period shall be extended for reasonable additional time, provided that the
defaulting party has commenced to cure such default within the 30-day period and proceeds
diligently thereafter to effect such cure), the nondefaulting party shall have the right to
terminate the License herein granted with respect to the applicable License Area and pursue any
other remedies available at law or in equity, except as limited in paragraph 13 hereof.



     13. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS LICENSE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY PUNITIVE,
INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF GOODWILL OR LOSS OF
PROFITS.



     14. Notices. All notices and other communications provided for hereunder shall be
dated and in writing and shall be deemed to have been given (i) when delivered, if delivered
personally, sent by email or sent by registered or certified mail, return receipt requested,
postage



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prepaid, (ii) on the next business day if sent by overnight courier or (iii) when received
if delivered otherwise. Such notices shall be delivered to the address set forth below, or to such
other address or email address as a party shall have furnished to the other party in accordance
with this Section 15.


If to Licensee:



Liberty Mutual Group Inc.

175 Berkeley Street

Boston, MA 02116

Attention: Director of Facilities



With copies to:



Liberty Mutual Group Inc.

175 Berkeley Street

Boston, MA 02116

Attention: General Counsel



Liberty Mutual Group Inc.

175 Berkeley Street

Boston, MA 02116

Attention: Chief Financial Officer



If to Licensor:



Liberty Mutual Agency Corporation

175 Berkeley Street

Boston, MA 02116

Attention: Chief Financial Officer



With a copy to:



Liberty Mutual Agency Corporation

175 Berkeley Street

Boston, MA 02116

Attention: General Counsel




     15. Waiver of Claims. As to the period from and after the Commencement Date,
notwithstanding anything to the contrary herein, each party hereto waives all claims against the
other party, its agents and employees for damage to property sustained by the waiving party
resulting from damage to the License Areas or the Buildings, as the case may be, its fixtures or
any of the waiving party’s personal property, or resulting directly or indirectly from any act or
omission of the other party. All property belonging to the waiving party or any occupant of the
License Areas or the Buildings, as the case may be, shall be there at the risk of the waiving party
or such other occupant only, and the other party shall not be liable for damage thereto or theft or



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misappropriation thereof. The waiving party (and any such occupant) shall look to any insurance
coverage that it may have for recovery of any loss or damage to property that such waiving party or
such occupant may sustain.



     16. Surrender. On the related Termination Dates or sooner termination of the License
with respect to the related License Area, Licensee, shall surrender the related License Area in
broom-clean condition, ordinary wear and tear, fire and other casualty excepted.



     17. Subordination. The License granted herein is subject and subordinate to all ground
and underlying leases affecting the real property of which the License Areas form a part and to all
mortgages which may now or hereafter affect such leases or such real property.



     18. Warranties. EXCEPT AS SET FORTH IN THIS LICENSE AGREEMENT, THE PARTIES DO NOT MAKE
ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS LICENSE AGREEMENT, INCLUDING THE
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.



     19. Inability To Perform. Neither party shall be responsible for delays in the
performance of its obligations caused by events beyond that party’s reasonable control, including,
but not limited to, acts of God.



     20. Good Faith. The parties recognize that this License Agreement may not be
dispositive of all matters and issues that may arise during the License Period with respect to the
License Areas. As and when issues and matters arise during the course of the License Period that
are not definitively controlled by the provisions of this License Agreement, the parties shall act
reasonably and in good faith endeavor to adjust and resolve such issues and matters.



     21. Parking. Licensor shall afford Licensee an equitable share of the parking spaces
allocated to the Buildings. Licensee shall have access to such parking areas to the same extent
Licensor has access to the parking areas.



     22. Miscellaneous.



     (a) Counterparts. This License Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original, but all of which together will constitute one and
the same instrument.



     (b) Governing Law. This License Agreement shall be construed and enforced in
accordance with, and the rights and duties of the parties shall be governed by, the laws of the
Commonwealth of Massachusetts applicable to contracts made and to be performed entirely in such
Commonwealth (without giving effect to conflicts of laws provisions thereof).



     (c) Descriptive Headings. The descriptive headings of the several articles and
sections of this License Agreement are inserted for reference only and shall not limit or otherwise
affect the meanings hereof.



     (d) Attachments and Exhibits. All attachments and exhibits to this License Agreement
are hereby made a part hereof as if fully set out herein.



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     (e) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by applicable law. To the extent that any
such provision is so held to be invalid, illegal or unenforceable, Licensor and Licensee shall in
good faith use their best efforts to find and effect an alternative means to achieve the same or
substantially the same result as that contemplated by such provision.



     (f) Site Specific Agreement. The parties shall execute or cause their applicable
subsidiaries to execute any additional agreements as may be reasonably necessary to effectuate the
intent of this License Agreement.



     (g) Certain Definitions:




	 	(1)	 	“Beneficially Own,” “Beneficially
Owned” and “Beneficially Owning” shall mean beneficial
ownership within the meaning of Rule 16a-1(a)(2) promulgated by the SEC
under the Exchange Act
	 
	 	(2)	 	“Common Stock” means, collectively, the
Class A Common Stock and Class B Common Stock of LMAC and any other
class or series of common stock of LMAC hereafter created.
	 
	 	(3)	 	“Class A Common Stock” means the Class
A Common Stock, par value $0.01 per share, of LMAC.
	 
	 	(4)	 	“Class B Common Stock” means the Class
B Common Stock, par value $0.01 per share, of LMAC.
	 
	 	(5)	 	“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
	 
	 	(6)	 	“SEC” means the Securities and Exchange
Commission.
	 
	 	(7)	 	“subsidiary” means : (a) any
corporation, association or other business entity of which more than
fifty percent (50%) of the total voting power of shares or other voting
securities outstanding thereof is at the time owned or controlled,
directly or indirectly, by that person or one or more of the other
subsidiaries of that person; and (b) the majority control of the
election of the Board of Directors for any corporation, association, or
other business entities; and (c) any partnership or limited liability
company (i) the sole general partner or the managing general partner or
managing member of which is such Person or one or more of the other
subsidiaries of such person or (ii) the only general partners or
members of which are such person or one or more of the other
subsidiaries of such person; provided that the term subsidiary (i) when used with regard to LMGI excludes LMAC and its subsidiaries.




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     (h) Subsidiary Rights and Obligations. If any of the Buildings are owned by a
subsidiary of Licensor, (a) Licensor shall cause its subsidiary to license the applicable License
Area to Licensee and to perform all of the requirements of Licensor hereunder as to such Building,
(b) such subsidiary may exercise the rights of Licensor hereunder as to such Building, and (c)
references herein to Licensor shall mean Licensor’s subsidiary as to such Building. In addition, if
any of the Licensed Areas are occupied by a subsidiary of Licensee, (i) Licensee’s subsidiary shall
have the right to occupy such License Area and exercise the rights of Licensee hereunder as to such
Building, (ii) Licensee shall cause its subsidiary to perform all of the obligations of Licensee
hereunder as to such License Area, and (iii) references herein to Licensee shall mean Licensee’s
subsidiary as to such License Area.



     (i) Other. Time is of the essence with respect to the performance of every provision
of this License Agreement in which time of performance is a factor. When a party is required to do
something by this License Agreement, it shall do so at its sole cost and expense without right of
reimbursement from the other party unless specific provision is made therefor. Whenever one party’s
consent or approval is required to be given as a condition to the other party’s right to take any
action pursuant to this License Agreement, unless another standard is expressly set forth, such
consent or approval shall not be unreasonably withheld or delayed. This License Agreement may be
executed in counterparts. Any executed copy of this License Agreement shall be deemed an original
for all purposes.



     (j) Relationship of the Parties. The relationship between Licensor and Licensee is
solely that of licensor and licensee, and nothing contained in this License Agreement shall be
construed as creating a leasehold or tenancy. Licensee does not and will not have a claim of any
title, estate or interest in the License Areas or the Buildings. Licensee and Licensor acknowledge
that neither it nor its respective shareholders, officers, directors, employees or agents shall
have any authority to bind the other to any contractual obligation whatsoever, except as expressly
permitted herein.



     (k) Corporate Authority. (1) Licensor represents and warrants to Licensee that it has
the right, power, legal capacity and authority to enter into and perform its obligations under this
License Agreement, and that all necessary approvals and consents have been obtained in connection
with the execution and performance of this License Agreement. Licensor further represents and
warrants that the execution and delivery of this License Agreement by the Licensor has been
approved by all necessary corporate action. (2) Licensee represents and warrants to Licensor that
it has the right, power, legal capacity and authority to enter into and perform its obligations
under this License Agreement, and that all necessary approvals and consents have been obtained in
connection with the execution and performance of this License Agreement. Licensee further
represents and warrants that the execution and delivery of this License Agreement by the Licensee
has been approved by all necessary corporate action.



     (l) Specific Performance and Other Remedies. (1) The parties hereby expressly
recognize and acknowledge that immediate, extensive and irreparable damage would result, no
adequate remedy at law would exist and damages would be difficult to determine in the event



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that any provision of this License Agreement is not performed in accordance with its specific
terms or is otherwise breached. Therefore, in addition to, and not in limitation of, any other
remedy available to any party, except as otherwise expressly provided herein, an aggrieved party
under this License Agreement would be entitled to specific performance of the terms hereof and
immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a
remedy. Neither party shall be required to obtain or furnish any bond or similar instrument in
connection with or as a condition to obtaining or seeking any such remedy. For the avoidance of
doubt, nothing in this License Agreement shall diminish the availability of specific performance of
the obligations under this License Agreement or any other injunctive relief. (2) Such remedies,
and any and all other remedies provided for in this License Agreement, shall be cumulative in
nature and not exclusive and shall be in addition to any other remedies whatsoever which any party
may otherwise have. Each of the parties hereby acknowledges and agrees that it may be difficult to
prove damages with reasonable certainty, that it may be difficult to procure suitable substitute
performance and that injunctive relief and/or specific performance will not cause an undue hardship
to the parties. Each party hereby further agrees that in the event of any action by the other
party for specific performance or injunctive relief, it will not assert that a remedy at law or
other remedy would be adequate or that specific performance or injunctive relief in respect of such
breach or violation should not be available on the grounds that money damages are adequate or any
other grounds.




     (m) Amendment and Modification. Subject to applicable law, this License Agreement may
be amended, modified or supplemented only by written agreement executed by the parties hereto. Any
failure of a party to comply with any obligation, covenant or agreement contained in this License
Agreement may be waived by the party entitled to the benefits thereof only by a written instrument
duly executed and delivered by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, covenant or agreement shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure of compliance.



     (n) Entire Agreement. This License Agreement, including any schedules annexed hereto,
embodies the entire agreement and understanding of the parties hereto in respect of the
transactions contemplated by this License Agreement. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those expressly set forth or
referred to herein. This License Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter other than the intercompany agreement by
and between Liberty Mutual Agency Corporation and Liberty Mutual Group Inc., dated as of [_________,]
2010 (the “Intercompany Agreement”). In the event and to the extent that there shall be a
conflict between the provisions of this License Agreement and the provisions of the Intercompany
Agreement, the Intercompany Agreement shall control, except as otherwise provided therein.



     (o) Further Actions. Each party hereto shall, on notice of request from any other
party hereto, take such further action not specifically required hereby at the expense of the
requesting party, as the requesting party may reasonably request for the implementation of the
transactions contemplated hereby.



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     (p) No Third Party Beneficiaries. Nothing in this License Agreement shall convey any
rights upon any person or entity which is not a party or a permitted assignee of a party to this
License Agreement.



     (q) Drafting of Language. Each of Licensor and Licensee agrees that the drafting of
the language contained in this License Agreement was a cooperative effort, that each party was
equally responsible for such drafting and that it would be inequitable for either party to be
deemed the “drafter” of any specific language contained herein pursuant to any judicial doctrine or
presumption relating thereto.



     (r) Interpretation. Whenever the words “include,” “includes” or “including” are used
in this License Agreement, they shall be deemed to be followed by the words “without limitation.”
Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and
derivative or similar words in this License Agreement refer to this entire License Agreement.
Unless the context requires otherwise, words in this License Agreement using the singular or plural
number also include the plural or singular number, respectively, and the use of any gender herein
shall be deemed to include the other genders.



     23. Nonliabilitv. Licensor and Licensee agree that neither their respective directors,
officers, employees, shareholders nor any of their respective agents shall have any personal
obligation hereunder, and that Licensor and Licensee shall not seek to assert any claim or enforce
any of their rights hereunder against such directors, officers, employees, shareholders or agents.



     24. Dispute Resolution.



          (a) General. Any controversy, claim or dispute arising out of or relating to
this License Agreement, or the breach, termination or validity thereof (each, a
“Dispute”) shall be resolved as set forth in this Section 24.




          (b) CFO Resolution. Licensor and Licensee shall attempt in good faith to
resolve any Dispute promptly by negotiation between each such party’s designated
representatives. Within ten (10) days after any party’s receipt of a notice of Dispute from
the other party setting forth in detail and together with supporting documentation, if any,
the nature and basis of the Dispute (the “Dispute Notice”), the general counsel and
the chief financial officer of Licensor and the general counsel and the chief financial
officer of Licensee shall meet in person at a mutually acceptable time and place, and
thereafter as often as they reasonably deem necessary, to attempt in good faith to resolve
the Dispute.




          (c) CEO Resolution. If the chief financial officer of either Licensor or
Licensee declares an impasse then within thirty (30) days after receipt of the Dispute
Notice or as soon thereafter as practicable, the respective chief executive officers of
Licensor and Licensee shall meet in person at a mutually acceptable time and place, and
thereafter as often as they reasonably deem necessary, to attempt in good faith to resolve
the Dispute.




          (d) Arbitration. If the chief executive officer of either Licensor or Licensee
declares an impasse then within sixty (60) days after receipt of the Dispute Notice (or such
longer period, if the parties so agree in writing), at the demand of either party, the
Dispute shall be referred to, and finally settled by, confidential and binding arbitration
in accordance with the



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then-prevailing JAMS Streamlined Arbitration Rules and Procedures as
modified as follows (the “Rules”):





          (i) There shall be three (3) neutral arbitrators of whom each party shall select one.
The claimant shall select its arbitrator in its demand for arbitration and the respondent
shall select its arbitrator within thirty (30) days after receipt of the demand for
arbitration. The two (2) arbitrators so appointed shall select a third arbitrator to serve
as chairperson within fourteen (14) days of the designation of the second of the two (2)
arbitrators. If any arbitrator is not timely appointed, at the request of any party such
arbitrator shall be appointed by JAMS pursuant to the listing, striking and ranking
procedure in the Rules.




          (ii) Each arbitrator appointed by a party shall be either an attorney with substantial
experience with the property and casualty reinsurance and insurance industry and at least
ten (10) years admission to the bar, or a property and casualty reinsurance and insurance
industry professional of at least ten (10) years standing. The chair of the arbitral
tribunal shall either be a practicing attorney with no less than ten (10) years of practice
and experience as an arbitrator, with, if possible, experience relating to insurance or
reinsurance disputes, or be a retired judge.




          (iii) The place of arbitration shall be Boston, Massachusetts, unless some other place
is mutually selected by the parties. The arbitral tribunal shall be required to follow the
law of the Commonwealth of Massachusetts. The decision and award of the arbitral tribunal
shall be final and binding on the parties and shall be the sole and exclusive remedy between
the parties regarding the matter presented to the arbitral tribunal, including any claims,
counterclaims, issues or accounting presented to the tribunal. Judgment upon the decision
and award may be entered in any court having jurisdiction. The arbitral tribunal is
empowered to award any remedy provided for under applicable law and the terms of this
License Agreement, including injunction, specific performance or other forms of equitable
relief. The arbitral tribunal is not empowered to award damages in excess of compensatory
damages. Each party hereby irrevocably waives any right to recover punitive, exemplary or
similar damages with respect to any Dispute.




          (iv) Any arbitration proceedings, decision or award rendered hereunder and the
validity, effect and interpretation of this arbitration agreement shall be governed by the
Federal Arbitration Act, 9 U.S.C. Section 1 et seq.



          (e) Costs. Each party shall bear its own costs in any negotiations pursuant to
Sections 24(b) and 24(c) and any arbitration, provided that the parties shall share
the fees and expenses of the arbitrators equally as well as any JAMS fees and expenses.




          (f) Confidentiality. All negotiations conducted pursuant to Sections 24(b) and
24(c) shall be confidential and shall be treated as compromise and settlement negotiations
and may not be introduced as evidence of an admission against interest of either party and
shall not be admissible as evidence in any other proceeding.









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          (g) Judicial Remedies. Notwithstanding the foregoing provisions, without first
resorting to the negotiation procedures set forth in Sections 24(b) and 24(c) herein, either
party may seek the provisional judicial remedy of a preliminary injunction or any other form
of temporary injunctive relief (including specific performance), if in its reasonable
judgment such action is necessary to avoid irreparable harm. Without prejudice to such
provisional remedies as may be available under the jurisdiction of such court, the arbitral
tribunal shall have full authority to grant provisional remedies and to direct the parties
to request that any court modify or vacate any temporary or preliminary relief issued by
such court, and to award damages for the failure of any party to respect the arbitral
tribunal’s orders to that effect.




          (h) Jurisdiction. The parties hereby submit to the jurisdiction of the courts
of the Commonwealth of Massachusetts located in Boston, Massachusetts, for the purpose of
seeking any provisional remedies as contemplated by Section 24(g) or for any action to
compel arbitration or in aid of arbitration or for the enforcement of any arbitral award
rendered thereunder. In any such action, suit or proceeding, each of the parties
irrevocably and unconditionally waives, and agrees not to assert by way of motion, as a
defense or otherwise, any claim that the party is not subject to the jurisdiction of the
above courts, that such action or suit is brought in an inconvenient forum or that the venue
of such action, suit or other proceeding is improper. To the fullest extent permitted by
applicable law, each of the parties irrevocably waives all rights to trial by jury in any
such action, suit or other proceeding.




     25. Binding Effect. This License Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto or their respective successors in interest and
permitted assigns except as otherwise provided herein, and shall not be modified except by an
express written agreement signed by duly authorized representative of both parties.



     26. Cooperation. Should the parties desire to license or enter into any other office
sharing agreement with each other for spaces and locations not set forth on Schedule I, or
to renew or extend any license for any space or location set forth on Schedule I, then the
parties agree to cooperate and work with one another to reach mutually acceptable terms and
provisions for any license or related agreement between each other.



     IN WITNESS WHEREOF, the parties have duly executed this License Agreement as of the date first
above written.



	 	 	 	 	 
	 	LICENSEE:

Liberty Mutual Group Inc., a

Massachusetts corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	LICENSOR:

Liberty Mutual Agency Corporation, a

Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








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SCHEDULE I

(As of September 1, 2010)




Owned Buildings



	 	 	 	 	 	 	 	 	 
	Office #	 	Location	 	Address	 	License Area RSF
	0968

	 	Keene, NH
	 	62 Maple Ave.
	 	 	5,394	 
	0969

	 	Indianapolis, IN
	 	350 East 96th St.
	 	 	100,148	 
	049C

	 	Fairfield, OH
	 	9450 Seward Rd.
	 	 	91,939	 
	050B

	 	Indianapolis, IN
	 	310 East 96th St.
	 	 	740