1017-00009 · Aurelius Global Media Group · Closing

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OFFICER'S CERTIFICATE OF AURELIUS MEDIA HOLDINGS INC.

Delivered in connection with the Agreement of Lease dated as of July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for Floors 34, 35, 36, 37, and 38 at 787 Seventh Avenue, New York, New York 10019 (the "Building," also commonly known as Greystone Tower)

Dated: August 1, 2023

The undersigned, being a duly authorized officer of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware File No. 7318294), with its principal place of business at 787 Seventh Avenue, Floors 34–38, New York, New York 10019 (the "Tenant"), hereby certifies to Greystone Metropolitan Realty LLC, a limited liability company organized and existing under the laws of the State of Delaware (Delaware File No. 5820416), with offices at 600 Lexington Avenue, 32nd Floor, New York, New York 10022 (the "Landlord"), as follows, in connection with the Lease.

All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lease. This Officer's Certificate (this "Certificate") is delivered to Landlord pursuant to the terms and conditions of the Lease as a closing deliverable required to be furnished by Tenant on or prior to the Commencement Date (as defined in the Lease), and constitutes a condition precedent to the effectiveness of the Lease as contemplated by Section 2.04 thereof.

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) Aurelius Media Holdings Inc. is duly qualified to transact business as a foreign corporation and is in good standing in the State of New York, as evidenced by that certain Certificate of Good Standing issued by the Secretary of State of the State of New York, a copy of which has been delivered to Landlord concurrently herewith.

(c) The execution, delivery, and performance by Tenant of the Lease and all ancillary documents delivered in connection therewith (including, without limitation, the Guaranty of Lease (as defined below) executed by Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales, Company No. 04291837 (the "Guarantor")) have been duly authorized by all necessary corporate action on the part of the Tenant, including, without limitation, all requisite approvals of Tenant's board of directors.

(d) The board of directors of Aurelius Media Holdings Inc. duly adopted resolutions on June 8, 2023, authorizing the execution, delivery, and performance of the Lease and all related documents, instruments, certificates, and agreements contemplated thereby, and such resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the date hereof. Certified copies of such resolutions have been delivered to Landlord concurrently herewith.

(e) The board of directors of Aurelius Global Media Group PLC duly adopted resolutions on May 15, 2023, approving the commitment by the Guarantor to the United States lease transaction and authorizing the execution and delivery of the Guaranty of Lease in favor of the Landlord, with a guarantee cap of Eighteen Million Dollars ($18,000,000). Such resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the date hereof.

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 additional signatory on behalf of the Tenant, and to execute this Certificate:

(c) The undersigned hereby certifies that each of the individuals named in Sections 2(a) and 2(b) above was, on the date of execution of the Lease and each ancillary document described herein, and is, as of the date of this Certificate, duly elected or appointed and holds the office indicated opposite such individual's name. The specimen signatures set forth above are the genuine signatures of such individuals. Each such individual was duly authorized by the board of directors of Aurelius Media Holdings Inc. to act on behalf of the Tenant in connection with the execution and delivery of the Lease and all related documents.

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 Metropolitan Realty LLC, as Landlord, and Aurelius Media Holdings Inc., as Tenant, for approximately one hundred eighty-five thousand (185,000) rentable square feet of office space located on Floors 34, 35, 36, 37, and 38 at 787 Seventh Avenue, New York, New York 10019 (the "Premises"), together with all Exhibits annexed thereto, including the following:

(A) Exhibit A — Floor Plans;

(B) Exhibit B — Rules and Regulations;

(D) Exhibit D — Form of Letter of Credit;

(E) Exhibit E — Expansion Option Terms;

(F) Exhibit F — Right of First Offer Terms; and

(G) Exhibit G — Fair Market Rent Determination Procedure.

(ii) The Subordination, Non-Disturbance and Attornment Agreement dated as of July 10, 2023 (the "SNDA"), by and among Atlas Continental Bank, N.A., a national banking association, as lender (the "Lender"), Greystone Metropolitan Realty LLC, as landlord and borrower, and Aurelius Media Holdings Inc., as tenant.

(b) The undersigned hereby confirms that each of the documents referenced in Section 3(a) above constitutes the legal, valid, and binding obligation of the Tenant, enforceable against the Tenant in accordance with its respective terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c) The copies of each of the foregoing documents that have been delivered to Landlord are true, correct, and complete copies of the originals thereof, and have not been amended, modified, or supplemented, except as otherwise set forth therein.

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 part of the Guarantor and has been duly executed and delivered to the Landlord. The Guaranty of Lease constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.

(b) Aurelius Global Media Group PLC is a public limited company duly organized and validly existing under the laws of England and Wales, with registered Company No. 04291837, and has its registered office at 14 Cavendish Square, London W1G 0DW, United Kingdom. The Guarantor is in good standing under applicable law and possesses full corporate power and authority to execute, deliver, and perform the Guaranty of Lease.

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, been adjudicated insolvent or bankrupt, petitioned or applied to any tribunal for the appointment of a custodian, receiver, or trustee for any substantial part of its assets, or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction.

(b) The execution, delivery, and performance by the Tenant of the Lease and the ancillary documents described herein do not and will not (i) violate or conflict with any provision of the certificate of incorporation, as amended, or bylaws, as amended, of Aurelius Media Holdings Inc., (ii) violate or conflict with any law, statute, rule, regulation, judgment, decree, order, injunction, or governmental requirement applicable to the Tenant or any of its properties or assets, (iii) result in a breach of, constitute a default (or an event which, with the giving of notice or the lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel any obligation under, or result in the creation or imposition of any lien, security interest, or encumbrance upon any property or assets of the Tenant pursuant to, any agreement, contract, instrument, mortgage, indenture, or other obligation to which the Tenant is a party or by which the Tenant or any of its assets or properties is bound.

(c) No consent, approval, authorization, order, filing, registration, or qualification of or with any court, governmental authority, regulatory body, or any third party is required in connection with the execution, delivery, and performance by the Tenant of the Lease or any ancillary document that has not already been duly obtained, made, or given. All such consents, approvals, authorizations, orders, filings, registrations, and qualifications are in full force and effect and have not been revoked, rescinded, or modified.

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 has obtained all requisite permits, licenses, and governmental approvals necessary for (i) the execution and delivery of the Lease and the ancillary documents and (ii) the conduct of its business at the Premises, in each case to the extent required to be obtained as of the Commencement Date. Without limiting the generality of the foregoing, the Tenant acknowledges that additional permits, licenses, and approvals may be required in connection with Tenant's Work (as defined in the Work Letter Agreement) and the ongoing operation of Tenant's business at the Premises, and the Tenant shall obtain such permits, licenses, and approvals in due course in accordance with the terms of the Lease.

(c) The term of the Lease (the "Term") is fifteen (15) years, commencing on August 1, 2023 (the "Commencement Date"), with a Rent Commencement Date of February 1, 2024, and an Expiration Date of July 31, 2038, unless sooner terminated or extended in accordance with the terms of the Lease.

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 obligations required to be performed, satisfied, or complied with by the Tenant under the Lease on or prior to the date hereof, and no breach or failure of performance by the Tenant exists under the Lease.

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 Bank PLC, London (New York branch), 245 Park Avenue, New York, New York 10167, in favor of Greystone Metropolitan Realty LLC, as beneficiary.

(b) The Letter of Credit was duly delivered on July 14, 2023, to Pemberton Locke & Strauss LLP, counsel to the Landlord, at its offices at 1251 Avenue of the Americas, 44th Floor, New York, New York 10020, and the Landlord has acknowledged receipt thereof. The Letter of Credit conforms in all respects to the requirements set forth in the Lease and in Exhibit D annexed thereto.

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 of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the annual aggregate, issued by Northbridge Mutual Insurance Company (Policy No. CGL-AMH-2023-7742). The policy includes, without limitation, coverage for premises and operations liability, products and completed operations liability, personal and advertising injury liability, contractual liability, and broad form property damage;

(ii) Property Insurance: "All risk" or "special form" property insurance covering the full replacement value of all of Tenant's property, fixtures, furniture, equipment, and leasehold improvements located in or about the Premises, issued by Northbridge Mutual Insurance Company (Policy No. PROP-AMH-2023-7743);

(iii) Umbrella/Excess Liability Insurance: Umbrella or excess liability insurance with limits of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and in the annual aggregate, issued by Sovereign Assurance Group PLC (Policy No. UMB-AMH-2023-5591), providing coverage in excess of the commercial general liability, employer's liability, and automobile liability policies maintained by the Tenant;

(b) All insurance carriers referenced above maintain financial strength ratings of not less than "A-VIII" as rated by A.M. Best Company, in compliance with the minimum carrier requirements set forth in the Lease.

(c) All insurance coverages have been placed through the Tenant's insurance broker, Caldecott Risk Advisors Ltd., with offices at 30 Fenchurch Street, London EC3M 3BD, United Kingdom, and 200 Liberty Street, Suite 2700, New York, New York 10281.

(d) All policies name Greystone Metropolitan Realty LLC, its managing agent, and Atlas Continental Bank, N.A. as additional insureds, as required by the Lease, and contain the waiver of subrogation provisions required under the Lease.

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 perform any of its obligations under the Lease or the ancillary documents, (b) seeks to restrain or enjoin the execution, delivery, or performance of the Lease or any ancillary document, (c) questions the validity or enforceability of the Lease or any ancillary document, or (d) would, if adversely determined, have a material adverse effect on the financial condition, business, operations, or assets of the Tenant.

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 against the Building, and any successor lender, participant, or assignee thereof.

(b) This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.

(c) The Tenant hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York, Supreme Court, County of New York, and the United States District Court for the Southern District of New York, in connection with any dispute arising out of or relating to this Certificate, and waives any objection to venue or personal jurisdiction in any such court.

(d) The undersigned officer makes each of the certifications set forth in this Certificate to the actual knowledge of the undersigned after reasonable and diligent inquiry, and in such officer's capacity as an officer of the Tenant and not in any individual or personal capacity. No personal liability shall attach to the undersigned by reason of the execution and delivery of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of August 1, 2023.

AURELIUS MEDIA HOLDINGS INC.

By: ________

Name: Jonathan R. Castellano

Title: Executive Vice President and General Counsel

Date: August 1, 2023

Prepared by Calderwood & Harkness LLP, 425 Park Avenue, 18th Floor, New York, New York 10022, as counsel to Tenant. Matter No. 1017-00009. This Officer's Certificate is delivered solely in connection with the Lease and the transactions contemplated thereby and is not intended to confer any rights upon any person or entity other than the Landlord and the parties expressly identified herein as entitled to rely upon this Certificate.

Name	Title	Specimen Signature
Jonathan R. Castellano	Executive Vice President and General Counsel	________
Name	Title	Specimen Signature
Michelle Y. Okamura	Senior Vice President, Corporate Secretary	________

OFFICER'S CERTIFICATE OF AURELIUS MEDIA HOLDINGS INC.
Delivered in connection with the Agreement of Lease dated as of July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for Floors 34, 35, 36, 37, and 38 at 787 Seventh Avenue, New York, New York 10019 (the "Building," also commonly known as Greystone Tower)
Dated: August 1, 2023
The undersigned, being a duly authorized officer of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware File No. 7318294), with its principal place of business at 787 Seventh Avenue, Floors 34–38, New York, New York 10019 (the "Tenant"), hereby certifies to Greystone Metropolitan Realty LLC, a limited liability company organized and existing under the laws of the State of Delaware (Delaware File No. 5820416), with offices at 600 Lexington Avenue, 32nd Floor, New York, New York 10022 (the "Landlord"), as follows, in connection with the Lease.
All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lease. This Officer's Certificate (this "Certificate") is delivered to Landlord pursuant to the terms and conditions of the Lease as a closing deliverable required to be furnished by Tenant on or prior to the Commencement Date (as defined in the Lease), and constitutes a condition precedent to the effectiveness of the Lease as contemplated by Section 2.04 thereof.
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) Aurelius Media Holdings Inc. is duly qualified to transact business as a foreign corporation and is in good standing in the State of New York, as evidenced by that certain Certificate of Good Standing issued by the Secretary of State of the State of New York, a copy of which has been delivered to Landlord concurrently herewith.
(c) The execution, delivery, and performance by Tenant of the Lease and all ancillary documents delivered in connection therewith (including, without limitation, the Guaranty of Lease (as defined below) executed by Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales, Company No. 04291837 (the "Guarantor")) have been duly authorized by all necessary corporate action on the part of the Tenant, including, without limitation, all requisite approvals of Tenant's board of directors.
(d) The board of directors of Aurelius Media Holdings Inc. duly adopted resolutions on June 8, 2023, authorizing the execution, delivery, and performance of the Lease and all related documents, instruments, certificates, and agreements contemplated thereby, and such resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the date hereof. Certified copies of such resolutions have been delivered to Landlord concurrently herewith.
(e) The board of directors of Aurelius Global Media Group PLC duly adopted resolutions on May 15, 2023, approving the commitment by the Guarantor to the United States lease transaction and authorizing the execution and delivery of the Guaranty of Lease in favor of the Landlord, with a guarantee cap of Eighteen Million Dollars ($18,000,000). Such resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the date hereof.
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 additional signatory on behalf of the Tenant, and to execute this Certificate:
(c) The undersigned hereby certifies that each of the individuals named in Sections 2(a) and 2(b) above was, on the date of execution of the Lease and each ancillary document described herein, and is, as of the date of this Certificate, duly elected or appointed and holds the office indicated opposite such individual's name. The specimen signatures set forth above are the genuine signatures of such individuals. Each such individual was duly authorized by the board of directors of Aurelius Media Holdings Inc. to act on behalf of the Tenant in connection with the execution and delivery of the Lease and all related documents.
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 Metropolitan Realty LLC, as Landlord, and Aurelius Media Holdings Inc., as Tenant, for approximately one hundred eighty-five thousand (185,000) rentable square feet of office space located on Floors 34, 35, 36, 37, and 38 at 787 Seventh Avenue, New York, New York 10019 (the "Premises"), together with all Exhibits annexed thereto, including the following:
(A) Exhibit A — Floor Plans;
(B) Exhibit B — Rules and Regulations;
(C) Exhibit C — Work Letter Agreement;
(D) Exhibit D — Form of Letter of Credit;
(E) Exhibit E — Expansion Option Terms;
(F) Exhibit F — Right of First Offer Terms; and
(G) Exhibit G — Fair Market Rent Determination Procedure.
(ii) The Subordination, Non-Disturbance and Attornment Agreement dated as of July 10, 2023 (the "SNDA"), by and among Atlas Continental Bank, N.A., a national banking association, as lender (the "Lender"), Greystone Metropolitan Realty LLC, as landlord and borrower, and Aurelius Media Holdings Inc., as tenant.
(b) The undersigned hereby confirms that each of the documents referenced in Section 3(a) above constitutes the legal, valid, and binding obligation of the Tenant, enforceable against the Tenant in accordance with its respective terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The copies of each of the foregoing documents that have been delivered to Landlord are true, correct, and complete copies of the originals thereof, and have not been amended, modified, or supplemented, except as otherwise set forth therein.
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 part of the Guarantor and has been duly executed and delivered to the Landlord. The Guaranty of Lease constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.
(b) Aurelius Global Media Group PLC is a public limited company duly organized and validly existing under the laws of England and Wales, with registered Company No. 04291837, and has its registered office at 14 Cavendish Square, London W1G 0DW, United Kingdom. The Guarantor is in good standing under applicable law and possesses full corporate power and authority to execute, deliver, and perform the Guaranty of Lease.
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, been adjudicated insolvent or bankrupt, petitioned or applied to any tribunal for the appointment of a custodian, receiver, or trustee for any substantial part of its assets, or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction.
(b) The execution, delivery, and performance by the Tenant of the Lease and the ancillary documents described herein do not and will not (i) violate or conflict with any provision of the certificate of incorporation, as amended, or bylaws, as amended, of Aurelius Media Holdings Inc., (ii) violate or conflict with any law, statute, rule, regulation, judgment, decree, order, injunction, or governmental requirement applicable to the Tenant or any of its properties or assets, (iii) result in a breach of, constitute a default (or an event which, with the giving of notice or the lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel any obligation under, or result in the creation or imposition of any lien, security interest, or encumbrance upon any property or assets of the Tenant pursuant to, any agreement, contract, instrument, mortgage, indenture, or other obligation to which the Tenant is a party or by which the Tenant or any of its assets or properties is bound.
(c) No consent, approval, authorization, order, filing, registration, or qualification of or with any court, governmental authority, regulatory body, or any third party is required in connection with the execution, delivery, and performance by the Tenant of the Lease or any ancillary document that has not already been duly obtained, made, or given. All such consents, approvals, authorizations, orders, filings, registrations, and qualifications are in full force and effect and have not been revoked, rescinded, or modified.
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 has obtained all requisite permits, licenses, and governmental approvals necessary for (i) the execution and delivery of the Lease and the ancillary documents and (ii) the conduct of its business at the Premises, in each case to the extent required to be obtained as of the Commencement Date. Without limiting the generality of the foregoing, the Tenant acknowledges that additional permits, licenses, and approvals may be required in connection with Tenant's Work (as defined in the Work Letter Agreement) and the ongoing operation of Tenant's business at the Premises, and the Tenant shall obtain such permits, licenses, and approvals in due course in accordance with the terms of the Lease.
(c) The term of the Lease (the "Term") is fifteen (15) years, commencing on August 1, 2023 (the "Commencement Date"), with a Rent Commencement Date of February 1, 2024, and an Expiration Date of July 31, 2038, unless sooner terminated or extended in accordance with the terms of the Lease.
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 obligations required to be performed, satisfied, or complied with by the Tenant under the Lease on or prior to the date hereof, and no breach or failure of performance by the Tenant exists under the Lease.
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 Bank PLC, London (New York branch), 245 Park Avenue, New York, New York 10167, in favor of Greystone Metropolitan Realty LLC, as beneficiary.
(b) The Letter of Credit was duly delivered on July 14, 2023, to Pemberton Locke & Strauss LLP, counsel to the Landlord, at its offices at 1251 Avenue of the Americas, 44th Floor, New York, New York 10020, and the Landlord has acknowledged receipt thereof. The Letter of Credit conforms in all respects to the requirements set forth in the Lease and in Exhibit D annexed thereto.
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 of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the annual aggregate, issued by Northbridge Mutual Insurance Company (Policy No. CGL-AMH-2023-7742). The policy includes, without limitation, coverage for premises and operations liability, products and completed operations liability, personal and advertising injury liability, contractual liability, and broad form property damage;
(ii) Property Insurance: "All risk" or "special form" property insurance covering the full replacement value of all of Tenant's property, fixtures, furniture, equipment, and leasehold improvements located in or about the Premises, issued by Northbridge Mutual Insurance Company (Policy No. PROP-AMH-2023-7743);
(iii) Umbrella/Excess Liability Insurance: Umbrella or excess liability insurance with limits of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and in the annual aggregate, issued by Sovereign Assurance Group PLC (Policy No. UMB-AMH-2023-5591), providing coverage in excess of the commercial general liability, employer's liability, and automobile liability policies maintained by the Tenant;
(b) All insurance carriers referenced above maintain financial strength ratings of not less than "A-VIII" as rated by A.M. Best Company, in compliance with the minimum carrier requirements set forth in the Lease.
(c) All insurance coverages have been placed through the Tenant's insurance broker, Caldecott Risk Advisors Ltd., with offices at 30 Fenchurch Street, London EC3M 3BD, United Kingdom, and 200 Liberty Street, Suite 2700, New York, New York 10281.
(d) All policies name Greystone Metropolitan Realty LLC, its managing agent, and Atlas Continental Bank, N.A. as additional insureds, as required by the Lease, and contain the waiver of subrogation provisions required under the Lease.
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 perform any of its obligations under the Lease or the ancillary documents, (b) seeks to restrain or enjoin the execution, delivery, or performance of the Lease or any ancillary document, (c) questions the validity or enforceability of the Lease or any ancillary document, or (d) would, if adversely determined, have a material adverse effect on the financial condition, business, operations, or assets of the Tenant.
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 against the Building, and any successor lender, participant, or assignee thereof.
(b) This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.
(c) The Tenant hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York, Supreme Court, County of New York, and the United States District Court for the Southern District of New York, in connection with any dispute arising out of or relating to this Certificate, and waives any objection to venue or personal jurisdiction in any such court.
(d) The undersigned officer makes each of the certifications set forth in this Certificate to the actual knowledge of the undersigned after reasonable and diligent inquiry, and in such officer's capacity as an officer of the Tenant and not in any individual or personal capacity. No personal liability shall attach to the undersigned by reason of the execution and delivery of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of August 1, 2023.
AURELIUS MEDIA HOLDINGS INC.
By: ________
Name: Jonathan R. Castellano
Title: Executive Vice President and General Counsel
Date: August 1, 2023
Prepared by Calderwood & Harkness LLP, 425 Park Avenue, 18th Floor, New York, New York 10022, as counsel to Tenant. Matter No. 1017-00009. This Officer's Certificate is delivered solely in connection with the Lease and the transactions contemplated thereby and is not intended to confer any rights upon any person or entity other than the Landlord and the parties expressly identified herein as entitled to rely upon this Certificate.
Name | Title | Specimen Signature
Jonathan R. Castellano | Executive Vice President and General Counsel | ________
Name | Title | Specimen Signature
Michelle Y. Okamura | Senior Vice President, Corporate Secretary | ________

OFFICER'S CERTIFICATE OF AURELIUS MEDIA HOLDINGS INC.

AURELIUS MEDIA HOLDINGS INC.

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