possession-delivery-punchlist-letter.docx

1017-00009 · Aurelius Global Media Group · Post-Signing

possession-delivery-punchlist-letter.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Park Avenue, 18th Floor New York, New York 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com

August 1, 2023

Via Hand Delivery and Email

Brendan T. Kozlowski Vice President, Asset Management Greystone Metropolitan Realty LLC 600 Lexington Avenue, 32nd Floor New York, New York 10022

Re: Delivery of Possession — Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC ("Landlord") and Aurelius Media Holdings Inc. ("Tenant"), for Floors 34, 35, 36, 37, and 38 (the "Premises") at 787 Seventh Avenue, New York, New York 10019 (the "Building," also known as Greystone Tower)

Calderwood & Harkness LLP Matter No. 1017-00009

Dear Mr. Kozlowski:

1. Acknowledgment of Delivery of Possession

This firm represents Aurelius Media Holdings Inc. ("Tenant") in connection with the above-referenced Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC ("Landlord") and Tenant. We write to confirm the matters set forth herein regarding Landlord's delivery of possession of the Premises to Tenant.

As of the date of this letter, August 1, 2023, Landlord has delivered possession of the Premises to Tenant. The Premises consist of approximately one hundred eighty-five thousand (185,000) rentable square feet located on Floors 34, 35, 36, 37, and 38 of the Building. Tenant acknowledges receipt of keys, access cards, and such other means of access to the Premises as have been provided by Landlord's property management office as of the date hereof.

In connection with such delivery, the parties hereby confirm the following critical dates under the Lease:

(a) Commencement Date. The Commencement Date of the Lease is hereby established as August 1, 2023, in accordance with Article 2 of the Lease.

(b) Rent Commencement Date. The Rent Commencement Date shall be February 1, 2024, following the six (6)-month rent-free period for the build-out of the Premises as set forth in Section 2.3 of the Lease. During the period from the Commencement Date through January 31, 2024, Tenant shall have no obligation to pay Fixed Rent, it being understood that Tenant's obligations with respect to Additional Rent and certain other charges during such period shall be governed by the applicable provisions of the Lease.

(c) Expiration Date. The Expiration Date of the Lease is July 31, 2038, subject to any extension options or earlier termination rights as may be set forth in the Lease.

These date confirmations are provided consistent with, and shall not be deemed to modify or supersede, the terms and conditions of the Lease. To the extent that the Lease contemplates the execution of a separate commencement date confirmation letter or similar instrument, this letter is intended to serve as Tenant's acknowledgment of the foregoing dates, subject to the reservations and qualifications set forth below, and Tenant reserves the right to execute any additional documentation required under the Lease in due course.

2. Condition of Premises — General Acceptance

Tenant, together with its representatives and authorized agents, conducted a walk-through inspection of each of Floors 34, 35, 36, 37, and 38 of the Building on the date hereof. The walk-through was conducted by Vivienne Caldwell, SVP, Global Real Estate & Facilities of Aurelius Global Media Group PLC (Tenant's parent company), along with representatives from Pinnacle Build Group LLC (Tenant's construction manager) and members of this firm.

Subject to the punchlist items identified in Section 3 below, and subject further to the reservations of rights set forth in Section 5 below, Tenant acknowledges that the Premises have been delivered in the condition required under the Lease, including without limitation in accordance with the specifications and requirements set forth in Exhibit B (Description of Base Building Condition) to the Lease. Tenant's general acceptance of the condition of the Premises on the date hereof is made in reliance upon Landlord's representations and warranties contained in the Lease regarding the condition of the base building, the building systems serving the Premises, and the environmental condition of the Premises.

Notwithstanding the foregoing, Tenant's acceptance of delivery of possession of the Premises shall not, and shall not be deemed to, constitute a waiver of any of Tenant's rights or remedies under the Lease, the Work Letter Agreement attached as Exhibit C to the Lease (the "Work Letter Agreement"), or applicable law, including but not limited to Tenant's rights with respect to (i) latent defects in the Premises or the Building, whether structural, mechanical, or otherwise, (ii) the condition, operation, and maintenance of base building systems (including, without limitation, HVAC, electrical, plumbing, life safety, fire suppression, elevator, and building management systems), and (iii) any other conditions, defects, or deficiencies not reasonably discoverable upon a visual walk-through inspection of the type conducted on the date hereof. Tenant expressly reserves all such rights and remedies.

3. Punchlist Items — Reservation of Rights

Notwithstanding Tenant's general acceptance of delivery of the Premises as set forth in Section 2 above, the following punchlist items were identified during the walk-through inspection conducted on the date hereof and remain to be completed or remedied by Landlord in accordance with Landlord's obligations under the Lease. Tenant requests that Landlord address each of these items promptly and in a good and workmanlike manner, using materials and finishes consistent with the building standard specifications set forth in the Lease. The items are organized by floor for ease of reference:

Floor 34.

(a) Ceiling Tile Damage — Northeast Quadrant. Minor damage to ceiling tiles was observed in the northeast quadrant of Floor 34. Approximately twelve (12) tiles exhibit cracking, chipping, or other damage requiring replacement. The affected tiles should be replaced with tiles matching the existing building standard ceiling grid and tile specification.

(b) HVAC Diffuser — South Perimeter Zone. An HVAC supply air diffuser located in the south perimeter zone of Floor 34 was not operational at the time of inspection. No conditioned air was being delivered from this diffuser despite the building HVAC system being in operation. Landlord is requested to inspect this diffuser and the associated ductwork and damper connections and to make all necessary repairs to restore full functionality.

(c) Electrical Panel Labeling. The base building electrical panel(s) located in the electrical closet on Floor 34 were found to have incomplete circuit labeling. Proper and complete labeling of all circuits is required both for code compliance and to facilitate Tenant's construction of tenant improvements. Landlord is requested to complete all panel labeling in accordance with applicable electrical code requirements and building standard practices.

Floor 35.

(a) Drywall Staining — Elevator Lobby Corridor. Staining and discoloration were observed on the corridor-side drywall surfaces adjacent to the elevator lobby on Floor 35. The staining appears to be the result of water exposure or prior construction activity. Landlord is requested to repaint the affected drywall surfaces to building standard finish, and to investigate the source of the staining to confirm that no active moisture intrusion exists.

(b) Window Blind Mechanism — West-Facing Curtain Wall. One (1) window blind mechanism on the west-facing curtain wall of Floor 35 was found to be inoperative. The blind cannot be raised or lowered using the existing control mechanism. The approximate bay location of the affected blind will be confirmed with Landlord's building engineer in a follow-up communication. Landlord is requested to repair or replace the blind mechanism to restore full operability.

(c) Restroom Exhaust Fan — Excessive Noise. The exhaust fan in at least one restroom on Floor 35 was producing excessive noise at the time of inspection, well above the level that would be expected for a properly functioning unit. The fan may require air balancing, motor replacement, or full unit replacement. Landlord is requested to investigate and remedy this condition so that the restroom ventilation system operates within acceptable noise levels and in accordance with applicable code requirements.

Floor 36.

(a) Fire Stairwell Door — Stairwell B Self-Closer. The fire stairwell door serving Stairwell B on Floor 36 was observed to have a malfunctioning self-closing mechanism. The door does not latch properly when released, which raises a potential life safety and fire code compliance concern. Landlord is requested to repair or replace the door closer so that the door latches securely and in compliance with all applicable building and fire codes, including the New York City Building Code and the rules and regulations of the Fire Department of the City of New York.

(b) Water Stain — Ceiling Tile Near Core Area (Column Line J-7). A water stain was observed on one or more ceiling tiles located near the building core area, in the vicinity of column line J-7 on Floor 36. Landlord is requested to investigate this condition to confirm that there is no active leak from the roof, plumbing risers, or other building systems above the affected area. Upon confirming that no active leak exists (or upon remedying any such leak), Landlord shall replace the affected ceiling tiles with matching building standard tiles.

(c) Freight Elevator Lobby Floor Tile. A floor tile in the freight elevator lobby area on Floor 36 was found to be chipped and damaged. Landlord is requested to replace the damaged tile with a matching tile to restore the floor surface to its proper condition.

Floor 37.

(a) Supplemental Condenser Water Riser Valve Handle. The valve handle for the supplemental condenser water riser on Floor 37 was found to be missing. This valve is part of the base building infrastructure that serves the supplemental cooling systems available to tenants on this floor. Landlord is requested to install a replacement valve handle so that the valve can be properly operated.

(b) Overhead Fluorescent Light Fixtures — Flickering. Approximately eight (8) overhead fluorescent light fixtures in the open floor area of Floor 37 were observed to be flickering at the time of inspection. The flickering is consistent with failing or degraded ballasts. Landlord is requested to inspect the affected fixtures and replace the ballasts (or the fixtures, as appropriate) to restore proper, steady illumination throughout the floor.

(c) Carpet Seam Separation — Main Corridor. Carpet seam separation was observed along the main corridor of Floor 37 over a length of approximately fifteen (15) linear feet. The separated seam presents a potential trip hazard and an unsightly condition. Landlord is requested to repair or re-seam the affected carpet area to restore a smooth, properly adhered floor surface.

Floor 38.

(a) Perimeter Baseboard Heating Unit — North Side. A perimeter baseboard heating unit located on the north side of Floor 38 was not producing heat at the time of inspection, despite the system being in an operational test mode. Landlord is requested to inspect this unit and the associated hydronic or electric supply connections and to make all necessary repairs to restore full functionality.

(b) Emergency Lighting Unit — Near Stairwell A. An emergency lighting unit located near Stairwell A on Floor 38 did not illuminate when tested during the walk-through inspection. The unit may have a depleted or defective battery, or the unit itself may need replacement. Landlord is requested to repair or replace the emergency lighting unit so that it functions properly in accordance with applicable life safety code requirements. Given the life safety implications of this item, Tenant respectfully requests that this item be prioritized for prompt remediation.

(c) Loading Dock Access Door — Weather Stripping. The loading dock access door on Floor 38 was found to have damaged weather stripping. The damage may permit water infiltration, air leakage, and pest intrusion. Landlord is requested to replace the weather stripping with appropriate materials to restore the door's seal integrity.

General / Building Systems (All Floors)

(a) Direct Electric Metering — Testing and Certification. As of the date hereof, Tenant has not received final written confirmation from Landlord that the direct electric meters for each of the five (5) Premises floors have been tested, calibrated, and certified as fully operational. Section 6.2 of the Lease requires Landlord to provide such confirmation prior to or contemporaneously with delivery of possession. Landlord is requested to complete all necessary testing and to provide written confirmation of meter activation for each of Floors 34, 35, 36, 37, and 38, including the meter identification numbers and the utility account information associated with each meter.

(b) Building Management System (BMS) Access Credentials. Landlord has not yet provided Tenant's facilities team with access credentials (including user IDs, passwords, and associated protocol documentation) for the Building's building management system (BMS). Pursuant to Section 7.4 of the Lease, Landlord is required to provide Tenant with BMS access sufficient to enable Tenant to monitor and, to the extent permitted under the Lease, control the HVAC and certain other building systems serving the Premises. Landlord is requested to deliver such credentials and related documentation to Tenant's facilities team at its earliest convenience, and in any event within the punchlist completion period set forth in Section 4 below.

(c) Asbestos Abatement Confirmation. Landlord is requested to confirm in writing that all asbestos-containing materials ("ACMs") on Floors 34, 35, 36, 37, and 38 of the Building have been fully abated in accordance with all applicable federal, state, and local laws and regulations, including without limitation the regulations of the New York City Department of Environmental Protection and the United States Environmental Protection Agency. This confirmation is consistent with Landlord's representations set forth in Section 11.3 of the Lease regarding the environmental condition of the Premises and the indemnification obligations of Landlord set forth in Section 11.4 of the Lease. To the extent that any ACMs remain in any portion of the Premises, Landlord is requested to identify the location and nature of such materials and to provide Tenant with a current asbestos survey and management plan. Tenant's construction of tenant improvements cannot proceed in the affected areas until this matter is fully resolved.

Photographic documentation of the punchlist items described above, to the extent available, is enclosed herewith for Landlord's reference.

4. Landlord's Obligations and Timeline

Tenant respectfully requests that Landlord complete or cause to be completed all punchlist items identified in Section 3 above within thirty (30) days of the date of this letter — that is, no later than August 31, 2023 — or within such other period as may be agreed in writing between the parties. Items relating to life safety (including without limitation the fire stairwell door self-closer on Floor 36 and the emergency lighting unit on Floor 38) should be addressed on a priority basis and, to the extent practicable, remedied within the first ten (10) business days following the date of this letter.

Tenant reserves the right to supplement this punchlist with additional items discovered within a reasonable time after the date hereof, including items that become apparent during the course of Tenant's construction of tenant improvements or that are identified upon more detailed inspection by Tenant's contractors, consultants, or engineers. Any such supplemental punchlist items shall be communicated to Landlord in writing, and Landlord's obligations with respect thereto shall be governed by the terms of the Lease.

In addition, Tenant respectfully notes that Landlord's completion of the punchlist items described herein shall be performed in a manner that does not unreasonably interfere with Tenant's construction of tenant improvements on the Premises. As Landlord is aware, Tenant's tenant improvement work is being designed by Ashworth Patel Design Studio LLC (the "Architect") and managed by Pinnacle Build Group LLC (the "Construction Manager"), pursuant to the Work Letter Agreement. Tenant anticipates that construction activities will commence on or about August 15, 2023, and accordingly requests that Landlord coordinate the scheduling of its punchlist remediation work with Tenant's Construction Manager to avoid conflicts and delays. To the extent that Landlord's contractors require access to the Premises during hours when Tenant's construction activities are underway, Landlord shall provide reasonable advance notice to the Construction Manager and shall ensure that its contractors comply with all applicable safety and coordination protocols.

5. Reservation of Tenant's Rights

Nothing in this letter, including without limitation Tenant's acknowledgment of delivery of possession and Tenant's general acceptance of the condition of the Premises, shall constitute or be deemed to constitute a waiver, release, or relinquishment of any of Tenant's rights, remedies, claims, or defenses under the Lease, the Work Letter Agreement, or applicable law, whether now known or hereafter arising. Without limiting the generality of the foregoing, Tenant expressly reserves the following rights:

(a) Tenant Improvement Allowance. Tenant's right to receive from Landlord the tenant improvement allowance of Eighty-Five Dollars ($85.00) per rentable square foot of the Premises (aggregating Fifteen Million Seven Hundred Twenty-Five Thousand Dollars ($15,725,000.00)), as well as Tenant's option to draw upon the excess tenant improvement allowance of Fifteen Dollars ($15.00) per rentable square foot (aggregating Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00)), in each case subject to and in accordance with the terms, conditions, and disbursement procedures set forth in the Work Letter Agreement.

(b) Environmental Representations and Indemnification. Tenant's rights under Landlord's environmental representations and warranties set forth in Section 11.3 of the Lease, including without limitation Landlord's representations regarding the absence of hazardous materials in, on, or about the Premises (other than as may be disclosed in the Lease), and Landlord's indemnification obligations under Section 11.4 of the Lease with respect to any losses, claims, damages, or liabilities arising out of the presence or release of hazardous materials attributable to Landlord's acts or omissions or the condition of the Building prior to the Commencement Date.

(c) Building Services, Systems, and Base Building Condition Warranties. Tenant's rights under the Lease with respect to Landlord's obligations to provide building services (including without limitation HVAC, elevator service, water, electricity, and janitorial services) and to maintain the base building and its structural components, building systems, common areas, and exterior in good order, condition, and repair, all as more particularly described in the Lease.

(d) Rights Under Applicable Law. Any and all rights and remedies available to Tenant under applicable provisions of the laws of the State of New York, the City of New York, and any other governmental authority having jurisdiction, including without limitation the Real Property Law of the State of New York and any applicable provisions of the New York City Administrative Code.

This reservation of rights is intended to be broadly construed and shall not be limited by the specific items enumerated above.

6. Contact Information for Coordination

To facilitate efficient and timely resolution of the punchlist items, Tenant designates the following individuals as points of contact for coordination purposes:

Tenant's Primary Contact for Punchlist Coordination:

Vivienne Caldwell Senior Vice President, Global Real Estate & Facilities Aurelius Global Media Group PLC Telephone: (212) 408-3200

Email: v.caldwell@aureliusmedia.com

Tenant's Counsel Contact for Legal Issues:

Rafael Dominguez Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, New York 10022 Telephone: (212) 554-7836

Email: rdominguez@calderwoodharkness.com

Tenant requests that Landlord designate a building engineer or facilities contact person who will be responsible for coordinating access to the Premises and scheduling the completion of punchlist work items. Tenant further requests that Landlord provide the name, telephone number, and email address of such designated contact to Ms. Caldwell and the undersigned within five (5) business days of the date of this letter.

We look forward to Landlord's prompt attention to these matters and to a productive working relationship as Tenant commences the build-out of its new headquarters at the Building. Please do not hesitate to contact the undersigned with any questions or to discuss any of the items raised in this letter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Rafael Dominguez Lead Associate, Real Estate

Enclosure: Photographic documentation of punchlist items (under separate cover)

cc (via email):

Douglas Fairchild, Esq., Calderwood & Harkness LLP

Vivienne Caldwell, SVP, Global Real Estate & Facilities, Aurelius Global Media Group PLC

Tariq Nassar, Esq., General Counsel, Aurelius Global Media Group PLC

Diane Ashford, Esq., Pemberton Locke & Strauss LLP (Landlord's Counsel)

Catherine Ng, SVP, Leasing, Greystone Metropolitan Realty LLC

CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Park Avenue, 18th Floor New York, New York 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
August 1, 2023
Via Hand Delivery and Email
Brendan T. Kozlowski Vice President, Asset Management Greystone Metropolitan Realty LLC 600 Lexington Avenue, 32nd Floor New York, New York 10022
Re: Delivery of Possession — Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC ("Landlord") and Aurelius Media Holdings Inc. ("Tenant"), for Floors 34, 35, 36, 37, and 38 (the "Premises") at 787 Seventh Avenue, New York, New York 10019 (the "Building," also known as Greystone Tower)
Calderwood & Harkness LLP Matter No. 1017-00009
Dear Mr. Kozlowski:
1. Acknowledgment of Delivery of Possession
This firm represents Aurelius Media Holdings Inc. ("Tenant") in connection with the above-referenced Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC ("Landlord") and Tenant. We write to confirm the matters set forth herein regarding Landlord's delivery of possession of the Premises to Tenant.
As of the date of this letter, August 1, 2023, Landlord has delivered possession of the Premises to Tenant. The Premises consist of approximately one hundred eighty-five thousand (185,000) rentable square feet located on Floors 34, 35, 36, 37, and 38 of the Building. Tenant acknowledges receipt of keys, access cards, and such other means of access to the Premises as have been provided by Landlord's property management office as of the date hereof.
In connection with such delivery, the parties hereby confirm the following critical dates under the Lease:
(a) Commencement Date. The Commencement Date of the Lease is hereby established as August 1, 2023, in accordance with Article 2 of the Lease.
(b) Rent Commencement Date. The Rent Commencement Date shall be February 1, 2024, following the six (6)-month rent-free period for the build-out of the Premises as set forth in Section 2.3 of the Lease. During the period from the Commencement Date through January 31, 2024, Tenant shall have no obligation to pay Fixed Rent, it being understood that Tenant's obligations with respect to Additional Rent and certain other charges during such period shall be governed by the applicable provisions of the Lease.
(c) Expiration Date. The Expiration Date of the Lease is July 31, 2038, subject to any extension options or earlier termination rights as may be set forth in the Lease.
These date confirmations are provided consistent with, and shall not be deemed to modify or supersede, the terms and conditions of the Lease. To the extent that the Lease contemplates the execution of a separate commencement date confirmation letter or similar instrument, this letter is intended to serve as Tenant's acknowledgment of the foregoing dates, subject to the reservations and qualifications set forth below, and Tenant reserves the right to execute any additional documentation required under the Lease in due course.
2. Condition of Premises — General Acceptance
Tenant, together with its representatives and authorized agents, conducted a walk-through inspection of each of Floors 34, 35, 36, 37, and 38 of the Building on the date hereof. The walk-through was conducted by Vivienne Caldwell, SVP, Global Real Estate & Facilities of Aurelius Global Media Group PLC (Tenant's parent company), along with representatives from Pinnacle Build Group LLC (Tenant's construction manager) and members of this firm.
Subject to the punchlist items identified in Section 3 below, and subject further to the reservations of rights set forth in Section 5 below, Tenant acknowledges that the Premises have been delivered in the condition required under the Lease, including without limitation in accordance with the specifications and requirements set forth in Exhibit B (Description of Base Building Condition) to the Lease. Tenant's general acceptance of the condition of the Premises on the date hereof is made in reliance upon Landlord's representations and warranties contained in the Lease regarding the condition of the base building, the building systems serving the Premises, and the environmental condition of the Premises.
Notwithstanding the foregoing, Tenant's acceptance of delivery of possession of the Premises shall not, and shall not be deemed to, constitute a waiver of any of Tenant's rights or remedies under the Lease, the Work Letter Agreement attached as Exhibit C to the Lease (the "Work Letter Agreement"), or applicable law, including but not limited to Tenant's rights with respect to (i) latent defects in the Premises or the Building, whether structural, mechanical, or otherwise, (ii) the condition, operation, and maintenance of base building systems (including, without limitation, HVAC, electrical, plumbing, life safety, fire suppression, elevator, and building management systems), and (iii) any other conditions, defects, or deficiencies not reasonably discoverable upon a visual walk-through inspection of the type conducted on the date hereof. Tenant expressly reserves all such rights and remedies.
3. Punchlist Items — Reservation of Rights
Notwithstanding Tenant's general acceptance of delivery of the Premises as set forth in Section 2 above, the following punchlist items were identified during the walk-through inspection conducted on the date hereof and remain to be completed or remedied by Landlord in accordance with Landlord's obligations under the Lease. Tenant requests that Landlord address each of these items promptly and in a good and workmanlike manner, using materials and finishes consistent with the building standard specifications set forth in the Lease. The items are organized by floor for ease of reference:
Floor 34.
(a) Ceiling Tile Damage — Northeast Quadrant. Minor damage to ceiling tiles was observed in the northeast quadrant of Floor 34. Approximately twelve (12) tiles exhibit cracking, chipping, or other damage requiring replacement. The affected tiles should be replaced with tiles matching the existing building standard ceiling grid and tile specification.
(b) HVAC Diffuser — South Perimeter Zone. An HVAC supply air diffuser located in the south perimeter zone of Floor 34 was not operational at the time of inspection. No conditioned air was being delivered from this diffuser despite the building HVAC system being in operation. Landlord is requested to inspect this diffuser and the associated ductwork and damper connections and to make all necessary repairs to restore full functionality.
(c) Electrical Panel Labeling. The base building electrical panel(s) located in the electrical closet on Floor 34 were found to have incomplete circuit labeling. Proper and complete labeling of all circuits is required both for code compliance and to facilitate Tenant's construction of tenant improvements. Landlord is requested to complete all panel labeling in accordance with applicable electrical code requirements and building standard practices.
Floor 35.
(a) Drywall Staining — Elevator Lobby Corridor. Staining and discoloration were observed on the corridor-side drywall surfaces adjacent to the elevator lobby on Floor 35. The staining appears to be the result of water exposure or prior construction activity. Landlord is requested to repaint the affected drywall surfaces to building standard finish, and to investigate the source of the staining to confirm that no active moisture intrusion exists.
(b) Window Blind Mechanism — West-Facing Curtain Wall. One (1) window blind mechanism on the west-facing curtain wall of Floor 35 was found to be inoperative. The blind cannot be raised or lowered using the existing control mechanism. The approximate bay location of the affected blind will be confirmed with Landlord's building engineer in a follow-up communication. Landlord is requested to repair or replace the blind mechanism to restore full operability.
(c) Restroom Exhaust Fan — Excessive Noise. The exhaust fan in at least one restroom on Floor 35 was producing excessive noise at the time of inspection, well above the level that would be expected for a properly functioning unit. The fan may require air balancing, motor replacement, or full unit replacement. Landlord is requested to investigate and remedy this condition so that the restroom ventilation system operates within acceptable noise levels and in accordance with applicable code requirements.
Floor 36.
(a) Fire Stairwell Door — Stairwell B Self-Closer. The fire stairwell door serving Stairwell B on Floor 36 was observed to have a malfunctioning self-closing mechanism. The door does not latch properly when released, which raises a potential life safety and fire code compliance concern. Landlord is requested to repair or replace the door closer so that the door latches securely and in compliance with all applicable building and fire codes, including the New York City Building Code and the rules and regulations of the Fire Department of the City of New York.
(b) Water Stain — Ceiling Tile Near Core Area (Column Line J-7). A water stain was observed on one or more ceiling tiles located near the building core area, in the vicinity of column line J-7 on Floor 36. Landlord is requested to investigate this condition to confirm that there is no active leak from the roof, plumbing risers, or other building systems above the affected area. Upon confirming that no active leak exists (or upon remedying any such leak), Landlord shall replace the affected ceiling tiles with matching building standard tiles.
(c) Freight Elevator Lobby Floor Tile. A floor tile in the freight elevator lobby area on Floor 36 was found to be chipped and damaged. Landlord is requested to replace the damaged tile with a matching tile to restore the floor surface to its proper condition.
Floor 37.
(a) Supplemental Condenser Water Riser Valve Handle. The valve handle for the supplemental condenser water riser on Floor 37 was found to be missing. This valve is part of the base building infrastructure that serves the supplemental cooling systems available to tenants on this floor. Landlord is requested to install a replacement valve handle so that the valve can be properly operated.
(b) Overhead Fluorescent Light Fixtures — Flickering. Approximately eight (8) overhead fluorescent light fixtures in the open floor area of Floor 37 were observed to be flickering at the time of inspection. The flickering is consistent with failing or degraded ballasts. Landlord is requested to inspect the affected fixtures and replace the ballasts (or the fixtures, as appropriate) to restore proper, steady illumination throughout the floor.
(c) Carpet Seam Separation — Main Corridor. Carpet seam separation was observed along the main corridor of Floor 37 over a length of approximately fifteen (15) linear feet. The separated seam presents a potential trip hazard and an unsightly condition. Landlord is requested to repair or re-seam the affected carpet area to restore a smooth, properly adhered floor surface.
Floor 38.
(a) Perimeter Baseboard Heating Unit — North Side. A perimeter baseboard heating unit located on the north side of Floor 38 was not producing heat at the time of inspection, despite the system being in an operational test mode. Landlord is requested to inspect this unit and the associated hydronic or electric supply connections and to make all necessary repairs to restore full functionality.
(b) Emergency Lighting Unit — Near Stairwell A. An emergency lighting unit located near Stairwell A on Floor 38 did not illuminate when tested during the walk-through inspection. The unit may have a depleted or defective battery, or the unit itself may need replacement. Landlord is requested to repair or replace the emergency lighting unit so that it functions properly in accordance with applicable life safety code requirements. Given the life safety implications of this item, Tenant respectfully requests that this item be prioritized for prompt remediation.
(c) Loading Dock Access Door — Weather Stripping. The loading dock access door on Floor 38 was found to have damaged weather stripping. The damage may permit water infiltration, air leakage, and pest intrusion. Landlord is requested to replace the weather stripping with appropriate materials to restore the door's seal integrity.
General / Building Systems (All Floors)
(a) Direct Electric Metering — Testing and Certification. As of the date hereof, Tenant has not received final written confirmation from Landlord that the direct electric meters for each of the five (5) Premises floors have been tested, calibrated, and certified as fully operational. Section 6.2 of the Lease requires Landlord to provide such confirmation prior to or contemporaneously with delivery of possession. Landlord is requested to complete all necessary testing and to provide written confirmation of meter activation for each of Floors 34, 35, 36, 37, and 38, including the meter identification numbers and the utility account information associated with each meter.
(b) Building Management System (BMS) Access Credentials. Landlord has not yet provided Tenant's facilities team with access credentials (including user IDs, passwords, and associated protocol documentation) for the Building's building management system (BMS). Pursuant to Section 7.4 of the Lease, Landlord is required to provide Tenant with BMS access sufficient to enable Tenant to monitor and, to the extent permitted under the Lease, control the HVAC and certain other building systems serving the Premises. Landlord is requested to deliver such credentials and related documentation to Tenant's facilities team at its earliest convenience, and in any event within the punchlist completion period set forth in Section 4 below.
(c) Asbestos Abatement Confirmation. Landlord is requested to confirm in writing that all asbestos-containing materials ("ACMs") on Floors 34, 35, 36, 37, and 38 of the Building have been fully abated in accordance with all applicable federal, state, and local laws and regulations, including without limitation the regulations of the New York City Department of Environmental Protection and the United States Environmental Protection Agency. This confirmation is consistent with Landlord's representations set forth in Section 11.3 of the Lease regarding the environmental condition of the Premises and the indemnification obligations of Landlord set forth in Section 11.4 of the Lease. To the extent that any ACMs remain in any portion of the Premises, Landlord is requested to identify the location and nature of such materials and to provide Tenant with a current asbestos survey and management plan. Tenant's construction of tenant improvements cannot proceed in the affected areas until this matter is fully resolved.
Photographic documentation of the punchlist items described above, to the extent available, is enclosed herewith for Landlord's reference.
4. Landlord's Obligations and Timeline
Tenant respectfully requests that Landlord complete or cause to be completed all punchlist items identified in Section 3 above within thirty (30) days of the date of this letter — that is, no later than August 31, 2023 — or within such other period as may be agreed in writing between the parties. Items relating to life safety (including without limitation the fire stairwell door self-closer on Floor 36 and the emergency lighting unit on Floor 38) should be addressed on a priority basis and, to the extent practicable, remedied within the first ten (10) business days following the date of this letter.
Tenant reserves the right to supplement this punchlist with additional items discovered within a reasonable time after the date hereof, including items that become apparent during the course of Tenant's construction of tenant improvements or that are identified upon more detailed inspection by Tenant's contractors, consultants, or engineers. Any such supplemental punchlist items shall be communicated to Landlord in writing, and Landlord's obligations with respect thereto shall be governed by the terms of the Lease.
In addition, Tenant respectfully notes that Landlord's completion of the punchlist items described herein shall be performed in a manner that does not unreasonably interfere with Tenant's construction of tenant improvements on the Premises. As Landlord is aware, Tenant's tenant improvement work is being designed by Ashworth Patel Design Studio LLC (the "Architect") and managed by Pinnacle Build Group LLC (the "Construction Manager"), pursuant to the Work Letter Agreement. Tenant anticipates that construction activities will commence on or about August 15, 2023, and accordingly requests that Landlord coordinate the scheduling of its punchlist remediation work with Tenant's Construction Manager to avoid conflicts and delays. To the extent that Landlord's contractors require access to the Premises during hours when Tenant's construction activities are underway, Landlord shall provide reasonable advance notice to the Construction Manager and shall ensure that its contractors comply with all applicable safety and coordination protocols.
5. Reservation of Tenant's Rights
Nothing in this letter, including without limitation Tenant's acknowledgment of delivery of possession and Tenant's general acceptance of the condition of the Premises, shall constitute or be deemed to constitute a waiver, release, or relinquishment of any of Tenant's rights, remedies, claims, or defenses under the Lease, the Work Letter Agreement, or applicable law, whether now known or hereafter arising. Without limiting the generality of the foregoing, Tenant expressly reserves the following rights:
(a) Tenant Improvement Allowance. Tenant's right to receive from Landlord the tenant improvement allowance of Eighty-Five Dollars ($85.00) per rentable square foot of the Premises (aggregating Fifteen Million Seven Hundred Twenty-Five Thousand Dollars ($15,725,000.00)), as well as Tenant's option to draw upon the excess tenant improvement allowance of Fifteen Dollars ($15.00) per rentable square foot (aggregating Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00)), in each case subject to and in accordance with the terms, conditions, and disbursement procedures set forth in the Work Letter Agreement.
(b) Environmental Representations and Indemnification. Tenant's rights under Landlord's environmental representations and warranties set forth in Section 11.3 of the Lease, including without limitation Landlord's representations regarding the absence of hazardous materials in, on, or about the Premises (other than as may be disclosed in the Lease), and Landlord's indemnification obligations under Section 11.4 of the Lease with respect to any losses, claims, damages, or liabilities arising out of the presence or release of hazardous materials attributable to Landlord's acts or omissions or the condition of the Building prior to the Commencement Date.
(c) Building Services, Systems, and Base Building Condition Warranties. Tenant's rights under the Lease with respect to Landlord's obligations to provide building services (including without limitation HVAC, elevator service, water, electricity, and janitorial services) and to maintain the base building and its structural components, building systems, common areas, and exterior in good order, condition, and repair, all as more particularly described in the Lease.
(d) Rights Under Applicable Law. Any and all rights and remedies available to Tenant under applicable provisions of the laws of the State of New York, the City of New York, and any other governmental authority having jurisdiction, including without limitation the Real Property Law of the State of New York and any applicable provisions of the New York City Administrative Code.
This reservation of rights is intended to be broadly construed and shall not be limited by the specific items enumerated above.
6. Contact Information for Coordination
To facilitate efficient and timely resolution of the punchlist items, Tenant designates the following individuals as points of contact for coordination purposes:
Tenant's Primary Contact for Punchlist Coordination:
Vivienne Caldwell Senior Vice President, Global Real Estate & Facilities Aurelius Global Media Group PLC Telephone: (212) 408-3200
Email: v.caldwell@aureliusmedia.com
Tenant's Counsel Contact for Legal Issues:
Rafael Dominguez Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, New York 10022 Telephone: (212) 554-7836
Email: rdominguez@calderwoodharkness.com
Tenant requests that Landlord designate a building engineer or facilities contact person who will be responsible for coordinating access to the Premises and scheduling the completion of punchlist work items. Tenant further requests that Landlord provide the name, telephone number, and email address of such designated contact to Ms. Caldwell and the undersigned within five (5) business days of the date of this letter.
We look forward to Landlord's prompt attention to these matters and to a productive working relationship as Tenant commences the build-out of its new headquarters at the Building. Please do not hesitate to contact the undersigned with any questions or to discuss any of the items raised in this letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Rafael Dominguez Lead Associate, Real Estate
Enclosure: Photographic documentation of punchlist items (under separate cover)
cc (via email):
Douglas Fairchild, Esq., Calderwood & Harkness LLP
Vivienne Caldwell, SVP, Global Real Estate & Facilities, Aurelius Global Media Group PLC
Tariq Nassar, Esq., General Counsel, Aurelius Global Media Group PLC
Diane Ashford, Esq., Pemberton Locke & Strauss LLP (Landlord's Counsel)
Catherine Ng, SVP, Leasing, Greystone Metropolitan Realty LLC

CALDERWOOD & HARKNESS LLP

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