exv10w12xay






Exhibit 10.12(a)




REAL ESTATE LICENSE AGREEMENT

(Leased Premises)




     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, by those certain lease agreements set forth on Schedule I annexed hereto and
incorporated herein (each a “Lease” and collectively, the “Leases”), a subsidiary
of Licensor did hire and lease those certain spaces more particularly described in the Leases (the
“Premises”) and each such subsidiary is the current holder of the leasehold estates created
thereby; and



     WHEREAS, the parties desire, by this License Agreement, to provide for the use and occupancy
of certain spaces as set forth in Schedule II 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 the Premises as set forth in the related Leases.



     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 (a) in common with Licensor and the other
occupants of the building in which the Premises are located, the common areas outside the Premises
that Licensor has the right to use, and (b) in common with the Licensor and the other occupants of
the Premises, the hallways, stairways, elevators, restrooms, kitchens, break rooms, photocopy
rooms, facsimile rooms, conference rooms and other areas of the Premises (including the equipment
and supplies located therein) that may be reasonably necessary for Licensee’s use of the Premises,
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, except to
the extent expressly provided for in the Leases.



     (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) Notwithstanding anything to the contrary contained in this License Agreement Licensee does
not have any rights in respect of the License Areas or the Premises greater than Licensor’s rights
under the Leases.



     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) expiration at 11:59 P.M. on the date that is one
(1) day prior to the expiration date of the term of the related Lease covering the related License
Area (the “Lease Expiration Date”), (ii) terminated by Licensor 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 (the “Licensor 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”). For
the avoidance of doubt, Schedule II herein sets forth the License Expiration Date for each
License Area.



     (b) In the event the term of a Lease covering a License Area shall sooner terminate for any
reason whatsoever, the License Period for the License Area shall automatically terminate on the
date of such termination of such Lease (“Lease Termination Date”).



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



     (d) Licensor and Licensee agree to amend Schedule I and Schedule II from time
to time to reflect the then current Leases and License Areas subject to this License Agreement,
including any new Leases 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 Premises in the related Lease, as determined by
Licensor in a fair, equitable and consistent manner.



     4. Obligations. Excluding the matters contained herein which will be governed by this
License Agreement, Licensee agrees (i) to be bound by the terms and conditions of the Lease, (ii)
to perform Licensor’s obligations with respect to the License Areas as set forth in the Leases with
respect to periods on and after the Commencement Date, and (iii) to be subject to the terms and
conditions of any landlord consent to this License Agreement. Licensor shall in no event be
obligated to perform landlords’ obligations under the Leases or to enforce the terms, covenants,



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obligations and conditions on the part of, or to be performed by, landlords under the Leases.
With respect to the performance of obligations required of landlords under the Leases, Licensor’s
sole obligation with respect thereto shall be to reasonably cooperate with Licensee so as to enable
Licensee to obtain such services, but in no event shall Licensor be obligated to incur any expense
associated with such effort. Licensor shall not be liable in damages, nor shall the License Fee
abate hereunder, for or on account of any failure by any landlord to perform its obligations and
duties imposed on it under a Lease. 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. Licensor hereby grants to
Licensee the right to receive all of the services and benefits with respect to the License Areas
which are to be provided by the related landlords under the Leases.




     5. Uses. Licensee shall only use and occupy a License Area for the permitted use under
the related Lease and for no other purpose.



     6. Compliance with Law; Observance of Lease Provisions.



     (a) To the extent required of the tenant under a related Lease, 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 having jurisdiction which shall impose any violation, order or duty upon Licensor, any
landlord of Licensor or Licensee with respect to the related License Area.



     (b) To the extent required under a related Lease, Licensor shall use commercially reasonable
efforts to obtain the consent of the related landlord for Licensee to license the related License
Area.



     (c) Licensee shall not violate applicable provisions of any Lease governing the manner of use
of the related License Area, the use of building elevators, building common areas, and similar
provisions, so as to cause a default thereunder.



     (d) This License Agreement is subject to, and Licensee accepts this License Agreement subject
to all the terms, covenants, provisions, conditions and agreements contained in the Leases and the
matters to which the related landlords are subject and subordinate, all of which are made a part of
this License Agreement as though fully set forth herein as if Licensee were the tenant named
therein and Licensor were the landlord named therein. This License Agreement shall also be subject
to, and Licensee accepts this License Agreement also subject to, any amendments and supplements to
the Leases hereafter made between any landlord and Licensor. Licensee covenants and agrees (i) to
perform, observe and be bound by each and every covenant, condition and provision of the related
Leases as applicable to the related License Area (including the building rules and regulations),
and (ii) that Licensee will not do or cause to be done or suffer or permit its agents or employees
to do any act or thing to be done which would or



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might cause the landlord or the rights of Licensor as tenant thereunder to any Lease be
cancelled, terminated or forfeited or make Licensor liable for any damages, claim or penalty.




     7. Repairs. Licensee, throughout the License Period, shall take good care of the
License Areas and the fixtures and appurtenances therein as required of the tenant pursuant to the
terms of the related Leases. Licensor shall make, or exercise reasonable efforts to cause to be
made by such related landlord responsible for such repairs, all necessary structural and other
repairs (for which Licensee is not responsible pursuant to the provisions hereof) to the License
Area.



     8. Casualty. In the event a License Area is damaged by fire or the occurrence of a
casualty or subject to condemnation (each, a “Casualty”), the applicable terms of the
related Lease shall govern. To the extent a Lease gives Licensor any rights, including, without
limitation, a right to terminate the Lease following a Casualty, such rights shall be reserved to
and exercisable solely by Licensor, in its sole discretion.



     9. Insurance and Indemnity.



     (a) Licensor shall, for itself and for the benefit of Licensee, maintain in full force and
effect throughout the related License Periods with respect to the related License Area the
insurance required to be maintained by Licensor, as tenant, under the related Lease.
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) For each License Area, Licensee shall owe the same indemnification obligations to Licensor
as set forth in the Lease covering such License Area as if the words “Owner” or “Landlord” and
“Tenant “or “Lessee” or words of similar import, wherever the same appear in the related Lease
pertaining to indemnification were construed to mean, respectively, “Licensor” and “Licensee”. To
the extent applicable, if Licensor is the beneficiary of an indemnity or release from the landlord
under a Lease, Licensor shall use commercially reasonable efforts to similarly indemnify or release
Licensee, to the extent Licensor actually receives the benefit of such indemnity or release.



     10. Assignment; Sublicensing. The License granted hereby is personal to Licensee and
except as set forth in Section 23(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 (i) the prior written consent of Licensor, which may be withheld in
its sole discretion, and (ii) if required by the related Lease, the landlord. 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 (i) the prior consent of Licensor, which consent may be withheld in Licensor’s sole
discretion, and (ii) if required by the related Lease, the prior written consent of the related
landlord of such Lease (which Licensor or Licensee shall request from landlord). All such
alterations shall be at Licensee’s sole cost and expense. Licensor, at the time of giving consent



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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 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




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          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 Premises, 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 Premises, 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
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, and otherwise
comply with the surrender provisions of the Lease to the extent applicable to the License Area.



     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.



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     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 or the related Lease,
the parties shall act reasonably and in good faith endeavor to adjust and resolve such issues and
matters.



     21. Landlord’s Responsibilities. Licensee recognizes that Licensor is not in a
position to furnish the services set forth in the Leases, obtain an agreement of nondisturbance, or
to perform certain other obligations which are not within the control of Licensor. If Licensor
institutes an enforcement action to compel a landlord under a Lease to perform its obligations with
respect not only to the License Area, but also with respect to other portions of the Premises, the
reasonable costs and expenses of such enforcement action shall be equitably apportioned so that,
insofar as can be practically determined, each party shall bear its allocable share of such costs
and expenses.



     22. Parking. Subject to the terms of the related Lease, Licensor shall afford Licensee
an equitable share of the parking spaces allocated to Licensor pursuant to the Lease. Licensee
shall have access to the parking area to the same extent Licensor has access to the parking area
under the related Lease. If Licensor is charged for parking under any or all of the Leases,
Licensor and Licensee shall determine an equitable allocation of such parking charges.



     23. 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.



     (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



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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.





     (h) Subsidiary Rights and Obligations. If any of the Premises are leased 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 Premises,
(b) such subsidiary may exercise the rights of Licensor hereunder as to such Premise,



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and (c) references herein to Licensor shall mean Licensor’s subsidiary as to such Premises. 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 Premises, (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 Premises. 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 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



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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.



     (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



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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.



     24. 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.



     25. 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 25.




          (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”), to 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 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



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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 25(b) and 25(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 25(b) and
25(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.




          (g) Judicial Remedies. Notwithstanding the foregoing provisions, without first
resorting to the negotiation procedures set forth in Sections 25(b) and 25(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



12









 







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 25(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.



     26. 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.



     27. Cooperation. Should the parties desire to license, sublease, 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 and consequently the related underlying Lease
for any space or location set forth on Schedule I, then the parties agree to cooperate with
each other and to provide reasonable assistance to each other in identifying new spaces and
entering into new leases, subleases, or other agreements, as applicable, with landlords and other
related third parties as well as to cooperate and work with one another to reach mutually
acceptable terms and provisions for any license, sublease 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:  	 	 



13









 






	 	 	 	 	 



	 	 	 	 	 
	 	LICENSOR:

Liberty Mutual Agency Corporation, a Delaware

corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



14









 






	 	 	 	 	 



SCHEDULE I

(As of September 1, 2010)




Leases



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Lease
	 	 	 	 	 	 	 	 	 	 	Expiration
	Office #	 	Location	 	Address	 	Premises RSF	 	Date
	0065

	 	Boise, ID
	 	6213 N. Cloverdale Rd.
	 	 	11,758	 	 	10/31/2011
	0066

	 	Portland, OR
	 	650 NE Holladay
	 	 	175,124	 	 	11/30/2017
	0668

	 	Anchorage, AK
	 	2700 Gambell St.
	 	 	5,337	 	 	09/30/2011
	001S

	 	Seattle, WA
	 	1001 4th Ave.
	 	 	304,542	 	 	10/31/2018
	015S

	 	Aliso Viejo, CA
	 	120 Vantis
	 	 	120,000	 	 	08/31/2018
	017S

	 	Golden, CO
	 	14123 Denver West Pkwy.
	 	 	88,161	 	 	07/31/2012
	039S

	 	Fenton, MO
	 	1315 N. Highway Dr.
	 	 	50,405	 	 	10/31/2011
	053S

	 	Portland, OR
	 	16505 SW 72nd Ave.
	 	 	36,116	 	 	02/28/2017
	060S

	 	Richardson, TX
	 	1600 N. Collins Blvd
	 	 	90,480	 	 	01/31/2013
	067S

	 	Liberty Lake, WA
	 	22425 East Appleway Ave.
	 	 	135,888	 	 	03/31/2012
	069S

	 	Seattle, WA
	 	1191 Second Ave.
	 	 	203,411	 	 	01/31/2017











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SCHEDULE II

(As of September 1, 2010)




License Areas



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	License
	 	 	 	 	 	 	 	 	Expiration
	Office #	 	Location	 	License Area RSF	 	Date
	0065

	 	Boise, ID
	 	 	2,536	 	 	10/30/2011
	0066

	 	Portland, OR
	 	 	33,535	 	 	11/29/2017
	0668

	 	Anchorage, AK
	 	 	1,202	 	 	09/29/2011
	001S

	 	Seattle, WA
	 	 	25,560	 	 	10/30/2018
	015S

	 	Aliso Viejo, CA
	 	 	1,735	 	 	08/30/2018
	017S

	 	Golden, CO
	 	 	1,513	 	 	07/30/2012
	024S
	 	Duluth, GA	 	 	345	 	 	06/29/2015
	039S

	 	Fenton, MO
	 	 	505	 	 	01/30/2011
	053S

	 	Portland, OR
	 	 	20,387	 	 	02/27/2017
	060S

	 	Richardson, TX
	 	 	1,261	 	 	01/30/2013
	067S

	 	Liberty Lake, WA
	 	 	3,832	 	 	03/30/2012
	069S

	 	Seattle, WA
	 	 	124,759	 	 	01/30/2017







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