To induce Sublandlord to enter into this Sublease, Subtenant hereby represents to Sublandlord that (i) Subtenant is a duly formed and validly existing New York mutual insurance company with full power and authority to enter into this Sublease and to perform Subtenant’s obligations under this Sublease in accordance with its terms and (ii) this Sublease has been duly authorized, executed and delivered by Subtenant and constitutes the legal, valid and binding obligation of Subtenant.  To induce Subtenant to enter into this Sublease, Sublandlord hereby represents to Subtenant that (i) Sublandlord is a duly formed and validly existing corporation with full power and authority to enter into this Sublease and to perform Sublandlord’s obligations under this Sublease in accordance with its terms and (ii) this Sublease has been duly authorized, executed and delivered by Sublandlord and constitutes the legal, valid and binding obligation of Sublandlord.