Contract analysis

1. Authority and Organization (a) Aurelius Media Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by that certain Certificate of Good Standing issued by the Secretary of State of the State of Delaware, a copy of which has been delivered to Landlord concurrently herewith. The Tenant's Delaware File Number is 7318294. (b) Aure

2. Authorized Signatories (a) The following officer of Aurelius Media Holdings Inc. has been duly authorized by all necessary corporate action to execute and deliver the Lease, the ancillary documents, and this Certificate on behalf of the Tenant: (b) The following officer of Aurelius Media Holdings Inc. has been duly authorized by all necessary corporate action to execute the Lease and the ancillary documents as an

3. Lease and Ancillary Documents (a) The undersigned hereby confirms that each of the following documents has been duly executed and delivered by the Tenant, and that the execution, delivery, and performance of each such document has been duly authorized by all necessary corporate action on the part of the Tenant: (i) The Agreement of Lease dated as of July 13, 2023 (the "Lease"), by and between Greystone Metropolita

4. Guaranty (a) The Guaranty of Lease dated as of July 13, 2023 (the "Guaranty of Lease"), executed by Aurelius Global Media Group PLC, as guarantor, in favor of Greystone Metropolitan Realty LLC, as landlord and beneficiary, guaranteeing the Tenant's obligations under the Lease, subject to the guarantee cap of Eighteen Million Dollars ($18,000,000), has been duly authorized by all necessary corporate action on the p

5. Good Standing and No Conflicts (a) No proceedings are pending or, to the actual knowledge of the undersigned after due inquiry, threatened for the dissolution, liquidation, insolvency, reorganization, receivership, or winding up of Aurelius Media Holdings Inc. or Aurelius Global Media Group PLC. Neither the Tenant nor the Guarantor has made an assignment for the benefit of creditors, filed a petition in bankruptcy

6. Representations and Warranties (a) All representations and warranties made by the Tenant in the Lease and in each ancillary document delivered in connection therewith are true and correct in all material respects as of the date hereof, and no event has occurred since the date of execution of the Lease that would render any such representation or warranty untrue or incorrect in any material respect. (b) The Tenant

7. No Default (a) As of the date hereof, no event of default (as defined in Article 19 of the Lease), and no event or condition which, with the giving of notice or lapse of time, or both, would constitute an event of default by Tenant under the Lease, has occurred and is continuing. (b) As of the date hereof, the Tenant has duly performed, satisfied, and complied with all covenants, agreements, conditions, and obliga

8. Security Deposit (a) In satisfaction of Tenant's security deposit obligations under Article 29 of the Lease, the Tenant has caused to be issued and delivered to the Landlord that certain irrevocable standby letter of credit bearing reference number SNLC-2023-08015 (the "Letter of Credit"), in the initial stated amount of Five Million One Hundred Eighty Thousand Dollars ($5,180,000), issued by Caledonian National B

9. Insurance (a) Certificates of insurance (the "Insurance Certificates") evidencing all of the insurance coverages required to be maintained by the Tenant under Article 12 of the Lease have been procured by the Tenant and delivered to the Landlord on or prior to the date hereof. The Insurance Certificates evidence the following coverages, among others: (i) Commercial General Liability Insurance: Coverage with limits

10. No Litigation There is no litigation, action, suit, arbitration, governmental investigation, or other proceeding pending or, to the actual knowledge of the undersigned after due inquiry, threatened against or affecting Aurelius Media Holdings Inc. before any court, arbitrator, governmental body, agency, or official that (a) would reasonably be expected to materially and adversely impair the Tenant's ability to pe

11. Reliance (a) This Certificate is delivered to the Landlord in connection with the Lease and may be relied upon by the Landlord and its successors and assigns. Without limiting the generality of the foregoing, this Certificate may be relied upon by Atlas Continental Bank, N.A., in its capacity as first mortgagee of the Building and holder of the Mortgage and Security Agreement dated March 22, 2021, recorded agains