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GUARANTY OF LEASE

Dated as of July 13, 2023

This GUARANTY OF LEASE (this "Guaranty") is made and entered into as of July 13, 2023, by AURELIUS GLOBAL MEDIA GROUP PLC, a public limited company incorporated in England and Wales (Company No. 04291837), with its principal office at 14 Cavendish Square, London W1G 0DW, United Kingdom (the "Guarantor"), in favor of GREYSTONE METROPOLITAN REALTY LLC, a Delaware limited liability company, with its principal office at 600 Lexington Avenue, 32nd Floor, New York, New York 10022 (the "Landlord").

PRELIMINARY STATEMENT

Reference is hereby made to that certain Agreement of Lease dated as of July 13, 2023 (as the same may be amended, modified, supplemented, or extended from time to time, the "Lease"), by and between Landlord, as landlord, and AURELIUS MEDIA HOLDINGS INC., a Delaware corporation (Delaware File No. 7318294), with its principal place of business at 787 Seventh Avenue, Floors 34–38, New York, New York 10019 (the "Tenant"), as tenant, covering approximately one hundred eighty-five thousand (185,000) rentable square feet located on Floors 34, 35, 36, 37, and 38 (collectively, the "Premises") at the building commonly known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019 (Block 1024, Lot 18, Borough of Manhattan, City, County, and State of New York) (the "Building").

RECITALS

WHEREAS, Landlord and Tenant have entered into the Lease dated as of July 13, 2023, for approximately one hundred eighty-five thousand (185,000) rentable square feet on Floors 34, 35, 36, 37, and 38 at 787 Seventh Avenue, New York, New York 10019; and

WHEREAS, Tenant is a wholly owned subsidiary of Guarantor, and Guarantor is the ultimate parent entity of Tenant; and

WHEREAS, Guarantor will derive substantial direct and indirect benefit from the Lease and from Tenant's occupancy and use of the Premises, including but not limited to the benefit of having Tenant's principal North American operations located in a premier Class A office building in Midtown Manhattan, which operations are material to Guarantor's consolidated business enterprise; and

WHEREAS, as a material inducement for Landlord to enter into the Lease with Tenant, and as a condition precedent to Landlord's willingness to execute and deliver the Lease, Landlord has required that Guarantor execute and deliver this Guaranty of Lease; and

WHEREAS, the Lease provides for a fifteen (15)-year term commencing on August 1, 2023 (the "Commencement Date"), and expiring on July 31, 2038 (the "Expiration Date"), with a Rent Commencement Date of February 1, 2024; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Lease.

NOW, THEREFORE, in consideration of the foregoing recitals, the execution and delivery of the Lease by Landlord, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

Section 1. Guaranty of Obligations

1.1 Guarantor hereby unconditionally and irrevocably guarantees to Landlord and its successors and assigns the full, faithful, complete, and timely payment, performance, and observance of each and every term, covenant, condition, agreement, and obligation of Tenant under the Lease, whether now existing or hereafter arising, whether monetary or non-monetary in nature, and whether arising before or after the filing of any petition by or against Tenant under any bankruptcy or insolvency law (collectively, the "Guaranteed Obligations").

1.2 Without limiting the generality of the foregoing, the Guaranteed Obligations shall include, but shall not be limited to:

(a) All base rent obligations payable under the Lease, which are as follows:

(i) Years 1 through 5 (February 1, 2024, through January 31, 2029): Five Million One Hundred Eighty Thousand and 00/100 Dollars ($5,180,000) per annum, calculated at a rate of Twenty-Eight and 00/100 Dollars ($28.00) per rentable square foot;

(ii) Years 6 through 10 (February 1, 2029, through January 31, 2034): Six Million One Hundred Five Thousand and 00/100 Dollars ($6,105,000) per annum, calculated at a rate of Thirty-Three and 00/100 Dollars ($33.00) per rentable square foot;

(iii) Years 11 through 15 (February 1, 2034, through July 31, 2038): Seven Million Thirty Thousand and 00/100 Dollars ($7,030,000) per annum, calculated at a rate of Thirty-Eight and 00/100 Dollars ($38.00) per rentable square foot;

(b) All additional rent payable under the Lease, including Tenant's Proportionate Share (12.76%) of operating expense escalations and real estate tax escalations above the applicable base years set forth in the Lease;

(d) All costs, expenses, damages, and other monetary obligations that may become due and payable by Tenant under the Lease, including any costs of restoration, removal of alterations, and repair obligations at the expiration or earlier termination of the Lease;

(e) All non-monetary obligations of Tenant under the Lease, including the obligation to maintain the Premises in the condition required by the Lease, to comply with all applicable laws and regulations, and to observe all other covenants and conditions of the Lease; and

(f) All attorneys' fees, costs, and expenses incurred by Landlord in enforcing the Lease against Tenant or this Guaranty against Guarantor, to the extent such fees, costs, and expenses are recoverable under the Lease or this Guaranty.

1.3 This Guaranty shall cover the Guaranteed Obligations arising during the entire Lease Term (as such term may be defined in the Lease), including any extension or renewal terms (whether pursuant to Tenant's exercise of the two (2) five-year renewal options set forth in the Lease or otherwise), and shall continue in full force and effect until all Guaranteed Obligations have been fully and indefeasibly paid, performed, and satisfied, subject in all cases to the Guaranty Cap set forth in Section 2 hereof.

Section 2. Guaranty Cap

2.1 Notwithstanding anything to the contrary contained in this Guaranty, including but not limited to Section 1 hereof, Guarantor's maximum aggregate liability under this Guaranty shall not exceed Eighteen Million and 00/100 Dollars ($18,000,000) (the "Guaranty Cap"). The Guaranty Cap represents approximately two (2) years of average base rent payable over the Lease Term, calculated as the arithmetic mean of the annual base rent amounts set forth in Section 1.2(a) above.

2.2 The Guaranty Cap shall apply to all claims, demands, actions, and judgments against Guarantor under this Guaranty in the aggregate, and shall include, without limitation, all amounts claimed on account of base rent, additional rent, damages (including consequential and incidental damages, to the extent recoverable), costs, expenses, and reasonable attorneys' fees recoverable hereunder. Once the aggregate amount paid by Guarantor under this Guaranty equals the Guaranty Cap, Guarantor shall have no further liability hereunder, regardless of whether all Guaranteed Obligations have been satisfied.

2.3 For the avoidance of doubt, the Guaranty Cap shall not limit, reduce, or otherwise affect:

(a) Any direct obligations of Tenant under the Lease, it being understood and agreed that Tenant's obligations under the Lease are separate and independent from Guarantor's obligations under this Guaranty and are not subject to the Guaranty Cap;

(b) Any amounts recoverable by Landlord directly from Tenant or from Tenant's assets or estate;

(c) Any amounts recoverable by Landlord from the letter of credit (L/C No. SNLC-2023-08015 issued by Caledonian National Bank PLC, London, in the initial amount of $5,180,000 (the "Letter of Credit")), or any replacement or substitute letter of credit delivered pursuant to the Lease; or

(d) Any other security, deposit, or collateral now or hereafter held by Landlord under the Lease or otherwise.

2.4 The Guaranty Cap shall be reduced dollar-for-dollar by each payment made by Guarantor under this Guaranty, provided that if any such payment is subsequently invalidated, set aside, or required to be repaid as provided in Section 7 hereof, the Guaranty Cap shall be reinstated by the amount of such invalidated or repaid payment.

Section 3. Nature of Guaranty

3.1 This Guaranty constitutes a guaranty of payment and performance, and not merely a guaranty of collection. Guarantor acknowledges that this is not a contingent obligation that is dependent upon Landlord first exhausting its remedies against Tenant or any other person or entity. Landlord shall be entitled to enforce this Guaranty directly against Guarantor upon the occurrence of a default by Tenant under the Lease, without first being required to pursue any remedy or action against Tenant, the Letter of Credit, or any other security, collateral, or guarantor.

3.2 This Guaranty is absolute, unconditional, irrevocable, and continuing in nature and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed in full (or the Guaranty Cap has been exhausted), regardless of the validity or enforceability of the Lease, the adequacy of Landlord's other remedies, or any other circumstances whatsoever.

3.3 Landlord may, at its election and in its sole and absolute discretion, proceed directly and immediately against Guarantor to collect and recover any and all amounts due under this Guaranty, without first pursuing or exhausting any remedies against Tenant, the Letter of Credit, or any other person, entity, security, or collateral. Landlord shall not be required to give Guarantor notice of any default by Tenant under the Lease as a condition to Landlord's right to enforce this Guaranty, although nothing herein shall be construed to prohibit Landlord from providing such notice in its discretion.

3.4 Guarantor hereby waives any right to require Landlord to:

(a) Proceed against Tenant or any other person or entity before proceeding against Guarantor;

(b) Proceed against or exhaust any security held from Tenant, including but not limited to the Letter of Credit, or from any other person or entity;

(d) Make any demand upon Tenant or give any notice to Tenant as a condition to Guarantor's liability hereunder.

3.5 Guarantor's obligations under this Guaranty shall not be affected, modified, diminished, or impaired by any of the circumstances, events, or conditions set forth in Section 4 or Section 5 hereof, or by any other circumstance that might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or guarantor.

Section 4. Waivers by Guarantor

4.1 Guarantor hereby expressly and unconditionally waives, to the fullest extent permitted by applicable law:

(a) Notice of Acceptance. Notice of acceptance of this Guaranty by Landlord, it being understood that this Guaranty shall be deemed accepted by Landlord upon the execution and delivery of the Lease;

(b) Notice of Default. Notice of any default or event of default by Tenant under the Lease, or any notice of Landlord's intention to proceed against Guarantor hereunder, or any other notice that may be required by statute, rule of law, or otherwise to preserve Landlord's rights against Guarantor;

(c) Demand of Payment or Performance. Demand of payment or performance from Tenant, or proof that Landlord has made any effort to collect from Tenant or to realize upon any security, as a condition precedent to Guarantor's liability hereunder;

(d) Notice of Amendment or Modification. Notice of any amendment, modification, supplement, extension, or renewal of the Lease, subject to the consent requirements set forth in Section 9 hereof with respect to amendments that increase Tenant's monetary obligations beyond those set forth in the Lease as of the date hereof;

(e) Suretyship Defenses. All suretyship defenses and all defenses in the nature of a surety, including but not limited to any defense based on impairment of collateral, failure of consideration, release or impairment of any security interest, the statute of frauds, or any claim that Landlord's actions or omissions have increased the risk or burden of Guarantor's obligations hereunder;

(f) Statute of Limitations. Any right to assert any statute of limitations as a defense to Guarantor's obligations under this Guaranty, to the fullest extent permitted by law;

(g) Presentment, Protest, and Notice of Dishonor. Diligence, presentment, demand for payment, filing of claims with a court in the event of a receivership, insolvency, or bankruptcy of Tenant, protest, and notice of protest and notice of dishonor;

(h) Election of Remedies. Any defense arising from Landlord's election of any remedy against Tenant, Guarantor, or any other person or entity, whether or not such election impairs or destroys Guarantor's right of subrogation against Tenant or Guarantor's rights against any other person or entity; and

(i) Subrogation. Any right of subrogation, reimbursement, indemnification, exoneration, contribution, or other similar right against Tenant that Guarantor may have or hereafter acquire, whether arising by contract, operation of law, or otherwise, until all Guaranteed Obligations are fully and indefeasibly paid and performed and the Lease has expired or been terminated. Guarantor hereby subordinates all such rights to the prior payment in full of all amounts owed by Tenant to Landlord under the Lease, as more fully set forth in Section 12 hereof.

4.2 The waivers set forth in this Section 4 are intended to be irrevocable and shall survive the expiration or termination of the Lease and this Guaranty to the extent any Guaranteed Obligations remain outstanding.

Section 5. Guarantor's Obligations Not Affected

5.1 Guarantor's obligations under this Guaranty shall remain in full force and effect without regard to, and shall not be released, reduced, discharged, limited, or in any way affected by, any of the following events, circumstances, or conditions, regardless of whether any such event, circumstance, or condition occurs with or without notice to Guarantor, with or without consideration, and with or without Guarantor's consent:

(a) Amendments to the Lease. Any amendment, modification, supplement, restatement, extension, or renewal of the Lease, whether or not consented to by Guarantor; provided, however, that any amendment, modification, or supplement that increases the monetary obligations of Tenant beyond those set forth in the Lease as of the date hereof shall require Guarantor's prior written consent in order for such increased obligations to be covered by this Guaranty, as set forth in Section 9 hereof;

(b) Exercise or Non-Exercise of Rights. Any exercise or non-exercise by Landlord of any right, power, privilege, or remedy under the Lease, this Guaranty, or applicable law, or any delay or forbearance by Landlord in exercising any such right, power, privilege, or remedy;

(c) Bankruptcy or Insolvency. Any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution, receivership, assignment for the benefit of creditors, marshaling of assets, or similar proceeding affecting Tenant, Guarantor, or any of their respective properties, or any rejection, disaffirmance, or termination of the Lease in any such proceeding;

(d) Changes in Entity Structure. Any change in the corporate, limited liability company, partnership, or other entity structure of Tenant, including any merger, consolidation, conversion, or reorganization of Tenant (other than as specifically addressed in Section 8 hereof regarding a change of control);

(e) Assignment or Subletting. Any assignment of the Lease or subletting of all or any portion of the Premises by Tenant, to the extent permitted under the Lease, whether or not Landlord's consent thereto was required or obtained;

(f) Release in Bankruptcy. Any release or discharge of Tenant from any of its obligations under the Lease in any creditors', bankruptcy, insolvency, reorganization, or other similar proceeding, or any confirmation of a plan of reorganization that modifies or releases Tenant's obligations under the Lease;

(g) Illegality, Invalidity, or Unenforceability. Any illegality, invalidity, irregularity, or unenforceability of the Lease or any provision thereof, or of any other agreement or instrument relating thereto, or any defect in the execution or delivery of the Lease;

(h) Other Discharges. Any other act, omission, event, circumstance, occurrence, or condition that might otherwise constitute a legal or equitable discharge, release, or defense of a surety or guarantor, or that might otherwise limit recourse against Guarantor, it being the intent of Guarantor that Guarantor's obligations hereunder shall be absolute, unconditional, and irrevocable to the fullest extent permitted by applicable law.

5.2 Without limiting the generality of the foregoing, Guarantor acknowledges and agrees that Guarantor's obligations under this Guaranty shall not be affected by any defense that Tenant may assert with respect to the enforcement of the Lease, including but not limited to the defense of fraud, duress, illegality, statute of limitations, accord and satisfaction, failure of consideration, or breach by Landlord, except to the extent that any such defense, if asserted by Tenant, would constitute a valid defense to Tenant's obligation to perform the specific Guaranteed Obligation in question.

Section 6. Landlord's Rights

6.1 Landlord may, from time to time, in its sole and absolute discretion, without notice to or consent of Guarantor and without in any manner affecting, impairing, or diminishing Guarantor's obligations under this Guaranty:

(a) Retain or obtain a lien on any real or personal property to secure any or all of the Guaranteed Obligations or any other obligations of Tenant under the Lease;

(b) Accept additional or substitute security for any or all of the Guaranteed Obligations, including but not limited to the Letter of Credit (L/C No. SNLC-2023-08015 issued by Caledonian National Bank PLC), or any replacement, renewal, or substitute letter of credit delivered pursuant to the terms of the Lease;

(c) Release, surrender, exchange, subordinate, or substitute any security held by Landlord at any time for any or all of the Guaranteed Obligations, whether or not Landlord receives any consideration therefor;

(d) Apply any security held by Landlord in any order and direct the order or manner of the sale, disposition, or realization thereof, as Landlord in its sole discretion may determine;

(e) Grant extensions of time, renewals, compromises, modifications, or forbearances with respect to any or all of the Guaranteed Obligations, and settle or compromise any Guaranteed Obligation or any claim or dispute arising thereunder; and

(f) Consent to any assignment of the Lease or subletting of all or any portion of the Premises by Tenant, with or without conditions, and regardless of whether the assignee or subtenant assumes any obligations under the Lease.

6.2 Guarantor agrees that Landlord's exercise of any of the foregoing rights shall not require any further consent of Guarantor and shall not in any way release or discharge Guarantor from its obligations under this Guaranty.

Section 7. Reinstatement

7.1 If at any time any payment or any portion thereof received by Landlord from Tenant, Guarantor, or any other person or entity on account of the Guaranteed Obligations is subsequently invalidated, declared to be fraudulent or preferential, set aside, voided, rescinded, or required to be repaid or returned to Tenant, Guarantor, a trustee in bankruptcy, a receiver, a debtor-in-possession, a custodian, or any other party under any bankruptcy law, insolvency law, fraudulent conveyance law, fraudulent transfer law, preference law, or any similar law or equitable principle, or is otherwise set aside or required to be repaid (each, a "Recovered Payment"), then Guarantor's obligations under this Guaranty shall be reinstated and revived to the extent of such Recovered Payment, and Guarantor shall be liable for such amount as though such Recovered Payment had never been made or received.

7.2 Any reinstatement of Guarantor's obligations pursuant to this Section 7 shall be subject in all cases to the Guaranty Cap as described in Section 2 hereof. Specifically, to the extent the Guaranty Cap was reduced by the amount of the Recovered Payment, the Guaranty Cap shall be reinstated to the extent of such Recovered Payment.

7.3 The provisions of this Section 7 shall survive the termination of this Guaranty and any satisfaction of the Guaranteed Obligations.

Section 8. Change of Control — Release of Guarantor

8.1 Definition of Change of Control. For purposes of this Guaranty, a "Change of Control" of Tenant or Guarantor shall have the meaning set forth in the Lease, namely: any transaction or series of related transactions (whether structured as a merger, consolidation, stock or share sale or exchange, asset sale or transfer, tender offer, scheme of arrangement, reorganization, recapitalization, or otherwise) resulting in a change in the identity of the person or entity that Controls Tenant or Guarantor, as applicable. For purposes of this definition, "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting equity interests of the applicable entity, or the power (whether by contract, equity ownership, or otherwise) to direct or cause the direction of the management and policies of such entity.

8.2 Assignment Right. As provided in the Lease, upon a Change of Control of Aurelius Media Holdings Inc. or Aurelius Global Media Group PLC, Tenant shall have the right to assign the Lease to the successor entity (the "Successor") without the prior consent of Landlord, provided that all of the following conditions specified in the Lease are satisfied:

(a) The Successor has a tangible net worth, calculated in accordance with United States generally accepted accounting principles ("GAAP"), equal to or greater than Three Billion One Hundred Million and 00/100 Dollars ($3,100,000,000), being Guarantor's tangible net worth as of the date of the Lease (the "Minimum Net Worth Requirement");

(b) The Successor executes and delivers to Landlord an assumption agreement in form and substance reasonably satisfactory to Landlord, pursuant to which the Successor assumes and agrees to perform all of the obligations of Tenant under the Lease from and after the effective date of the assignment; and

(c) Tenant or the Successor provides Landlord with not less than thirty (30) days' prior written notice of the proposed Change of Control assignment, together with reasonable evidence of the Successor's financial condition and satisfaction of the Minimum Net Worth Requirement.

8.3 Replacement Guaranty. Upon any Change of Control assignment pursuant to Section 8.2, the Successor or the Successor's parent entity (if any) shall execute and deliver to Landlord a replacement guaranty of lease (the "Replacement Guaranty") on substantially the same terms and conditions as this Guaranty, including a guaranty cap equal to the Guaranty Cap then in effect (which, for the avoidance of doubt, shall be Eighteen Million and 00/100 Dollars ($18,000,000), reduced by any amounts previously paid by Guarantor under this Guaranty).

8.4 Release of Guarantor. Upon the occurrence of all of the following conditions:

(i) The effective date of the Change of Control assignment and assumption of the Lease by the Successor as described in Section 8.2 above;

(ii) Delivery to Landlord of the Replacement Guaranty, duly executed by the Successor or the Successor's parent entity, in form and substance reasonably satisfactory to Landlord; and

(iii) Delivery to Landlord of not less than thirty (30) days' prior written notice of the Change of Control assignment, together with reasonable evidence of the Successor's financial condition, including audited financial statements or such other documentation as Landlord may reasonably request;

then Guarantor shall be automatically and unconditionally released from all obligations under this Guaranty arising from and after such effective date, and Landlord shall, upon Guarantor's reasonable request, execute and deliver a written confirmation of such release.

8.5 Prospective Release Only. The release of Guarantor pursuant to Section 8.4 shall be prospective only. Notwithstanding such release, Guarantor shall remain fully liable for any and all Guaranteed Obligations that accrued prior to the effective date of the Change of Control assignment, including but not limited to any base rent, additional rent, damages, or other amounts that became due and payable (or that relate to periods) prior to such effective date, subject in all cases to the Guaranty Cap.

8.6 Landlord Recapture Right. Landlord's recapture right under the Lease is expressly waived with respect to any Change of Control assignment described in this Section 8. For the avoidance of doubt, Landlord's recapture right shall be retained only with respect to voluntary assignments by Tenant to unrelated third parties (not constituting a Change of Control), in which case Landlord shall have thirty (30) days following receipt of Tenant's notice of the proposed assignment to elect to recapture the Premises in accordance with the terms of the Lease.

Section 9. Amendments to Lease

9.1 Guarantor hereby consents to any amendment, modification, supplement, or restatement of the Lease that does not increase the monetary obligations of Tenant beyond those set forth in the Lease as of the date hereof. Any such amendment, modification, supplement, or restatement that does not increase Tenant's monetary obligations shall be effective and binding upon Guarantor without the necessity of obtaining Guarantor's consent or signature thereto.

9.2 Any amendment, modification, supplement, or restatement of the Lease that increases the monetary obligations of Tenant beyond those monetary obligations set forth in the Lease as of the date hereof shall require Guarantor's prior written consent in order for such increased obligations to be covered by this Guaranty. In the absence of such written consent, Guarantor's obligations under this Guaranty shall continue to be measured by reference to the monetary obligations set forth in the Lease as of the date hereof, and Guarantor shall not be liable for any increase in monetary obligations resulting from any amendment to which Guarantor has not consented.

9.3 Guarantor hereby expressly acknowledges and consents to Tenant's exercise of any and all options, rights, and elections granted to Tenant under the Lease as of the date hereof, including but not limited to:

(a) The expansion option with respect to Floors 39 and 40 of the Building, comprising approximately seventy-four thousand (74,000) rentable square feet, which Tenant may exercise during the period commencing August 1, 2026, and ending July 31, 2027, on the terms and conditions set forth in the Lease;

(b) The right of first offer with respect to Floors 30, 31, 32, and 33 of the Building, on the terms and conditions set forth in the Lease; and

(c) The two (2) five-year renewal options, each exercisable by Tenant upon the terms and conditions specified in the Lease.

9.4 Guarantor agrees that the exercise by Tenant of any option, right, or election described in Section 9.3 above shall not release, diminish, or otherwise affect Guarantor's obligations under this Guaranty, and that the monetary obligations arising from the exercise of any such option shall constitute Guaranteed Obligations hereunder, subject in all cases to the Guaranty Cap.

Section 10. Representations and Warranties of Guarantor

10.1 Guarantor hereby represents and warrants to Landlord as of the date hereof as follows:

(a) Organization and Good Standing. Guarantor is a public limited company duly organized, validly existing, and in good standing under the laws of England and Wales, registered under Company No. 04291837 with the Registrar of Companies for England and Wales. Guarantor's ordinary shares are listed on the London Stock Exchange (LSE: AUR) and are cross-listed on the New York Stock Exchange (NYSE: AUGM). Guarantor has all requisite power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted.

(b) Power and Authority. Guarantor has full corporate power and authority to execute, deliver, and perform its obligations under this Guaranty. The execution, delivery, and performance of this Guaranty by Guarantor are within Guarantor's corporate powers and have been duly authorized by all necessary corporate action.

(c) Due Authorization. The execution, delivery, and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of Guarantor, including the approval of the Board of Directors of Guarantor by resolution duly adopted at a meeting held on May 15, 2023, at which a quorum was present and acting throughout.

(d) Valid and Binding Obligation. This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(e) No Conflict; No Consent Required. The execution, delivery, and performance by Guarantor of this Guaranty do not and will not: (i) violate or conflict with the articles of association, memorandum of association, or other governing documents of Guarantor; (ii) violate any law, regulation, order, judgment, or decree applicable to Guarantor; or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which Guarantor is a party or by which Guarantor or its properties may be bound. No consent, approval, authorization, license, or order of, or registration, qualification, or filing with, any governmental authority or regulatory body or any other third party is required for the execution, delivery, or performance by Guarantor of this Guaranty.

(f) Financial Condition — Tangible Net Worth. Guarantor has a tangible net worth of not less than Three Billion One Hundred Million and 00/100 Dollars ($3,100,000,000) as of the date hereof, calculated in accordance with GAAP consistently applied.

(g) Financial Condition — Revenue and Market Capitalization. Guarantor has annual consolidated revenues of approximately £4.87 billion (approximately $6.05 billion at prevailing exchange rates) for its fiscal year ended December 31, 2022, and a market capitalization of approximately $11.2 billion as of April 30, 2023, based on the closing prices of its shares on the NYSE and the LSE.

(h) Ownership of Tenant. Aurelius Media Holdings Inc. is a direct, wholly owned subsidiary of Guarantor, and Guarantor directly or indirectly owns one hundred percent (100%) of the issued and outstanding shares of capital stock of Tenant.

Section 11. Covenants of Guarantor

11.1 Guarantor hereby covenants and agrees that, during the term of this Guaranty (i.e., from the date hereof until all Guaranteed Obligations have been fully and indefeasibly satisfied or the Guaranty Cap has been exhausted):

(a) Maintenance of Corporate Existence. Guarantor shall maintain its corporate existence and shall remain duly organized, validly existing, and in good standing under the laws of England and Wales, and shall maintain all licenses, permits, and qualifications necessary for the conduct of its business, except where the failure to maintain such licenses, permits, or qualifications would not reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.

(b) Financial Statements. Guarantor shall furnish to Landlord, upon Landlord's reasonable written request (but not more frequently than once per calendar year), copies of Guarantor's most recently available audited consolidated financial statements, prepared in accordance with International Financial Reporting Standards (IFRS) or GAAP, as applicable, including a consolidated balance sheet, consolidated income statement, consolidated statement of cash flows, and consolidated statement of changes in equity, together with the notes thereto and the report of Guarantor's independent registered public accounting firm. To the extent that such financial statements are publicly available through filings with the Financial Conduct Authority (FCA), the U.S. Securities and Exchange Commission (SEC), or otherwise, Landlord's access to such publicly available filings shall satisfy the requirements of this Section 11.1(b).

(c) Notice of Change of Control. Guarantor shall promptly (and in any event within fifteen (15) business days) notify Landlord in writing of any Change of Control of Guarantor or Tenant, or of any pending or proposed transaction that would reasonably be expected to result in a Change of Control of Guarantor or Tenant.

(d) Maintenance of Entity; Restrictions on Dissolution and Merger. Guarantor shall not dissolve, wind up, or liquidate its affairs, or merge or consolidate with or into another entity, or sell, convey, or transfer all or substantially all of its assets, unless the surviving, resulting, or successor entity (if other than Guarantor) expressly assumes in writing all of Guarantor's obligations under this Guaranty, or delivers to Landlord a Replacement Guaranty in accordance with Section 8.3 hereof, in either case in form and substance reasonably satisfactory to Landlord.

Section 12. Subordination of Subrogation

12.1 Until all Guaranteed Obligations have been indefeasibly paid and performed in full and the Lease has expired or been terminated (and the Guaranty Cap has not been exhausted), Guarantor hereby irrevocably subordinates and defers any and all rights of subrogation, reimbursement, indemnification, exoneration, contribution, or other similar right (whether arising by contract, statute, common law, equity, or otherwise) that Guarantor may now have or may hereafter acquire against Tenant or Tenant's assets, property, or estate by reason of any payment or performance by Guarantor under this Guaranty, to the prior indefeasible payment in full of all amounts owed by Tenant to Landlord under the Lease.

12.2 Guarantor shall not exercise any rights of subrogation, reimbursement, indemnification, exoneration, or contribution against Tenant, and shall not file any claim, assert any right, or commence any action or proceeding against Tenant on account of any such subordinated right, until the Lease has expired or been terminated and all Guaranteed Obligations have been fully and indefeasibly satisfied.

12.3 If, notwithstanding the foregoing provisions, Guarantor receives any payment, distribution, or other value from Tenant on account of any subordinated right described in this Section 12 prior to the full satisfaction of all Guaranteed Obligations, Guarantor shall hold such payment, distribution, or other value in trust for the benefit of Landlord and shall promptly remit the same to Landlord for application to the Guaranteed Obligations.

Section 13. Notices

13.1 All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be delivered in accordance with the notice provisions of the Lease (including any requirements for personal delivery, reputable overnight courier service, or certified or registered mail, return receipt requested, postage prepaid).

13.2 Notices to Guarantor shall be addressed as follows:

Aurelius Global Media Group PLC 14 Cavendish Square London W1G 0DW United Kingdom

Attention: General Counsel (Tariq Nassar)

Telephone: +44 (0)20 7946 0122

Email: t.nassar@aureliusmedia.co.uk

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, New York 10022

Attention: Douglas Fairchild, Esq.

Telephone: (212) 555-8800

Email: dfairchild@calderwoodharkness.com

13.3 Notices to Landlord shall be addressed as follows:

Greystone Metropolitan Realty LLC 600 Lexington Avenue, 32nd Floor New York, New York 10022

Attention: Jonathan R. Whitfield, Managing Principal

Telephone: (212) 555-4100

Email: jwhitfield@greystonerealty.com

with a copy (which shall not constitute notice) to:

Pemberton Locke & Strauss LLP 1 World Financial Center, Suite 3800 New York, New York 10281

Attention: Diane Ashford, Esq.

Telephone: (212) 555-7200

Email: dashford@plslaw.com

13.4 Either party may change its address for notices by giving written notice of such change to the other party in accordance with this Section 13. Notices shall be deemed given and effective as provided in the Lease.

Section 14. Governing Law; Jurisdiction; Dispute Resolution

14.1 Governing Law. This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

14.2 Submission to Jurisdiction. Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York (and any appellate court therefrom), for any action, suit, or proceeding arising out of or relating to this Guaranty, and agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such court. Guarantor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

14.3 Waiver of Venue Objection. Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Guaranty in the Supreme Court of the State of New York, County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in such court has been brought in an inconvenient forum.

14.4 Service of Process. Guarantor hereby irrevocably consents to the service of any and all process in any action, suit, or proceeding arising out of or relating to this Guaranty by the mailing of copies of such process to Guarantor at the address set forth in Section 13 hereof, or to Guarantor's counsel at Calderwood & Harkness LLP at the address set forth therein. Nothing in this Section 14 shall affect the right of Landlord to serve legal process in any other manner permitted by law or at equity.

Section 15. Waiver of Jury Trial

GUARANTOR AND LANDLORD EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE LEASE, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER IS KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY MADE BY EACH PARTY AND EACH PARTY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY NOR ANY PERSON ACTING ON BEHALF OF THE OTHER PARTY HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

Section 16. Attorneys' Fees

16.1 If Landlord prevails in any action, suit, or proceeding to enforce this Guaranty, or any provision hereof, whether or not such action, suit, or proceeding proceeds to final judgment, Guarantor shall pay to Landlord all of Landlord's reasonable attorneys' fees, costs, disbursements, and expenses incurred in connection therewith, including reasonable fees and costs incurred at the trial level and on any appeal. The obligation of Guarantor to pay such attorneys' fees, costs, and expenses shall be subject to the Guaranty Cap set forth in Section 2 hereof (i.e., all attorneys' fees, costs, and expenses recovered under this Section 16 shall be counted against and reduce the Guaranty Cap).

16.2 Guarantor shall also reimburse Landlord for all reasonable attorneys' fees, costs, and expenses incurred by Landlord in connection with any bankruptcy, insolvency, reorganization, or similar proceeding involving Tenant or Guarantor to the extent Landlord seeks to enforce or preserve its rights under this Guaranty, subject to the Guaranty Cap.

Section 17. Successors and Assigns

17.1 This Guaranty shall be binding upon Guarantor and upon Guarantor's successors, assigns, heirs, administrators, executors, and legal representatives, and shall inure to the benefit of Landlord and Landlord's successors and assigns, including without limitation any purchaser at a foreclosure sale (whether judicial or non-judicial), any transferee under a deed-in-lieu of foreclosure, any beneficiary under a mortgage or deed of trust encumbering the Building, and any subsequent owner of the Building or any interest therein.

17.2 Guarantor may not assign this Guaranty or delegate any of its obligations hereunder without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion, except in connection with a Change of Control assignment as provided in Section 8 hereof. Any purported assignment or delegation in violation of this Section 17.2 shall be null and void and of no force or effect.

17.3 Landlord may freely assign this Guaranty, in whole or in part, in connection with any sale, transfer, conveyance, or other disposition of the Building or any interest therein, or in connection with any financing, refinancing, or securitization transaction, without the consent of Guarantor. Upon any such assignment, the assignee shall succeed to all of Landlord's rights under this Guaranty, and Landlord shall be released from all obligations under this Guaranty arising from and after the effective date of such assignment, provided that the assignee assumes such obligations.

Section 18. Entire Agreement; Amendment

18.1 This Guaranty, together with the Lease and all exhibits, schedules, riders, and amendments thereto, constitutes the entire agreement between Guarantor and Landlord with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, between Guarantor and Landlord with respect to the subject matter hereof.

18.2 This Guaranty may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Guarantor and Landlord. No oral agreement, course of dealing, or trade usage shall modify or supplement the terms of this Guaranty.

Section 19. Severability

19.1 If any provision of this Guaranty, or the application of any such provision to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions of this Guaranty, and the application of such provision to persons, entities, or circumstances other than those as to which it is held invalid, illegal, or unenforceable, shall not be affected thereby, and each such remaining provision shall be valid and enforceable to the fullest extent permitted by law.

19.2 If any provision of this Guaranty is held to be excessively broad as to duration, scope, activity, or subject, such provision shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.

Section 20. No Waiver

20.1 No failure or delay by Landlord in exercising any right, power, privilege, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy.

20.2 No waiver of any provision of this Guaranty shall be effective unless set forth in a written instrument duly executed by Landlord. Any waiver granted by Landlord shall be limited to the specific instance and purpose for which it is given and shall not constitute a continuing waiver or a waiver of any other provision or right.

Section 21. Counterparts; Electronic Signatures

21.1 This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. It shall not be necessary in making proof of this Guaranty or any counterpart hereof to produce or account for any of the other counterparts.

21.2 Signatures to this Guaranty delivered by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including through any electronic signature platform such as Brightwater Software or Ashford Health IT), shall be deemed original signatures for all purposes and shall be admissible in evidence to the same extent as an original signature.

Section 22. Relationship to Lease and Other Security

22.1 This Guaranty is in addition to, and not in substitution for, the Letter of Credit (L/C No. SNLC-2023-08015, issued by Caledonian National Bank PLC, London, in the initial amount of Five Million One Hundred Eighty Thousand and 00/100 Dollars ($5,180,000)) and any replacement, renewal, or substitute letter of credit, and any other security, deposit, or collateral now or hereafter held by Landlord under the Lease or otherwise.

22.2 Landlord may proceed under this Guaranty independently of, concurrently with, or in lieu of, any other security, guaranty, or remedy available to Landlord under the Lease or otherwise. The existence of this Guaranty shall not limit or restrict Landlord's right to draw upon the Letter of Credit or to resort to any other security, collateral, or remedy, and the existence of any other security, collateral, or remedy shall not limit or restrict Landlord's right to proceed against Guarantor under this Guaranty.

22.3 Nothing herein shall obligate Landlord to apply proceeds from the Letter of Credit or any other security before proceeding against Guarantor under this Guaranty, or to apply proceeds from this Guaranty before drawing upon the Letter of Credit or any other security.

[Remainder of this page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty of Lease as of the date first above written.

GUARANTOR:

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Sir Marcus Hale, CBE

Title: Chief Executive Officer

Date: July 13, 2023

ACKNOWLEDGED AND AGREED — LANDLORD:

GREYSTONE METROPOLITAN REALTY LLC

By: ________

Name: Jonathan R. Whitfield

Title: Managing Principal

Date: July 13, 2023

NOTARY ACKNOWLEDGMENTS

STATE OF NEW YORK COUNTY OF NEW YORK

On this 13th day of July, 2023, before me, the undersigned, a Notary Public in and for said State, personally appeared Sir Marcus Hale, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Chief Executive Officer of Aurelius Global Media Group PLC, and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public, State of New York Name (Print): ________ Commission No.: ________ My Commission Expires: ________

[NOTARIAL SEAL]

STATE OF NEW YORK COUNTY OF NEW YORK

On this 13th day of July, 2023, before me, the undersigned, a Notary Public in and for said State, personally appeared Jonathan R. Whitfield, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Managing Principal of Greystone Metropolitan Realty LLC, and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.

WITNESS my hand and official seal.

GUARANTY OF LEASE
Dated as of July 13, 2023
This GUARANTY OF LEASE (this "Guaranty") is made and entered into as of July 13, 2023, by AURELIUS GLOBAL MEDIA GROUP PLC, a public limited company incorporated in England and Wales (Company No. 04291837), with its principal office at 14 Cavendish Square, London W1G 0DW, United Kingdom (the "Guarantor"), in favor of GREYSTONE METROPOLITAN REALTY LLC, a Delaware limited liability company, with its principal office at 600 Lexington Avenue, 32nd Floor, New York, New York 10022 (the "Landlord").
PRELIMINARY STATEMENT
Reference is hereby made to that certain Agreement of Lease dated as of July 13, 2023 (as the same may be amended, modified, supplemented, or extended from time to time, the "Lease"), by and between Landlord, as landlord, and AURELIUS MEDIA HOLDINGS INC., a Delaware corporation (Delaware File No. 7318294), with its principal place of business at 787 Seventh Avenue, Floors 34–38, New York, New York 10019 (the "Tenant"), as tenant, covering approximately one hundred eighty-five thousand (185,000) rentable square feet located on Floors 34, 35, 36, 37, and 38 (collectively, the "Premises") at the building commonly known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019 (Block 1024, Lot 18, Borough of Manhattan, City, County, and State of New York) (the "Building").
RECITALS
WHEREAS, Landlord and Tenant have entered into the Lease dated as of July 13, 2023, for approximately one hundred eighty-five thousand (185,000) rentable square feet on Floors 34, 35, 36, 37, and 38 at 787 Seventh Avenue, New York, New York 10019; and
WHEREAS, Tenant is a wholly owned subsidiary of Guarantor, and Guarantor is the ultimate parent entity of Tenant; and
WHEREAS, Guarantor will derive substantial direct and indirect benefit from the Lease and from Tenant's occupancy and use of the Premises, including but not limited to the benefit of having Tenant's principal North American operations located in a premier Class A office building in Midtown Manhattan, which operations are material to Guarantor's consolidated business enterprise; and
WHEREAS, as a material inducement for Landlord to enter into the Lease with Tenant, and as a condition precedent to Landlord's willingness to execute and deliver the Lease, Landlord has required that Guarantor execute and deliver this Guaranty of Lease; and
WHEREAS, the Lease provides for a fifteen (15)-year term commencing on August 1, 2023 (the "Commencement Date"), and expiring on July 31, 2038 (the "Expiration Date"), with a Rent Commencement Date of February 1, 2024; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Lease.
NOW, THEREFORE, in consideration of the foregoing recitals, the execution and delivery of the Lease by Landlord, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:
Section 1. Guaranty of Obligations
1.1 Guarantor hereby unconditionally and irrevocably guarantees to Landlord and its successors and assigns the full, faithful, complete, and timely payment, performance, and observance of each and every term, covenant, condition, agreement, and obligation of Tenant under the Lease, whether now existing or hereafter arising, whether monetary or non-monetary in nature, and whether arising before or after the filing of any petition by or against Tenant under any bankruptcy or insolvency law (collectively, the "Guaranteed Obligations").
1.2 Without limiting the generality of the foregoing, the Guaranteed Obligations shall include, but shall not be limited to:
(a) All base rent obligations payable under the Lease, which are as follows:
(i) Years 1 through 5 (February 1, 2024, through January 31, 2029): Five Million One Hundred Eighty Thousand and 00/100 Dollars ($5,180,000) per annum, calculated at a rate of Twenty-Eight and 00/100 Dollars ($28.00) per rentable square foot;
(ii) Years 6 through 10 (February 1, 2029, through January 31, 2034): Six Million One Hundred Five Thousand and 00/100 Dollars ($6,105,000) per annum, calculated at a rate of Thirty-Three and 00/100 Dollars ($33.00) per rentable square foot;
(iii) Years 11 through 15 (February 1, 2034, through July 31, 2038): Seven Million Thirty Thousand and 00/100 Dollars ($7,030,000) per annum, calculated at a rate of Thirty-Eight and 00/100 Dollars ($38.00) per rentable square foot;
(b) All additional rent payable under the Lease, including Tenant's Proportionate Share (12.76%) of operating expense escalations and real estate tax escalations above the applicable base years set forth in the Lease;
(c) All electricity charges, utility costs, and other charges payable by Tenant under the Lease;
(d) All costs, expenses, damages, and other monetary obligations that may become due and payable by Tenant under the Lease, including any costs of restoration, removal of alterations, and repair obligations at the expiration or earlier termination of the Lease;
(e) All non-monetary obligations of Tenant under the Lease, including the obligation to maintain the Premises in the condition required by the Lease, to comply with all applicable laws and regulations, and to observe all other covenants and conditions of the Lease; and
(f) All attorneys' fees, costs, and expenses incurred by Landlord in enforcing the Lease against Tenant or this Guaranty against Guarantor, to the extent such fees, costs, and expenses are recoverable under the Lease or this Guaranty.
1.3 This Guaranty shall cover the Guaranteed Obligations arising during the entire Lease Term (as such term may be defined in the Lease), including any extension or renewal terms (whether pursuant to Tenant's exercise of the two (2) five-year renewal options set forth in the Lease or otherwise), and shall continue in full force and effect until all Guaranteed Obligations have been fully and indefeasibly paid, performed, and satisfied, subject in all cases to the Guaranty Cap set forth in Section 2 hereof.
Section 2. Guaranty Cap
2.1 Notwithstanding anything to the contrary contained in this Guaranty, including but not limited to Section 1 hereof, Guarantor's maximum aggregate liability under this Guaranty shall not exceed Eighteen Million and 00/100 Dollars ($18,000,000) (the "Guaranty Cap"). The Guaranty Cap represents approximately two (2) years of average base rent payable over the Lease Term, calculated as the arithmetic mean of the annual base rent amounts set forth in Section 1.2(a) above.
2.2 The Guaranty Cap shall apply to all claims, demands, actions, and judgments against Guarantor under this Guaranty in the aggregate, and shall include, without limitation, all amounts claimed on account of base rent, additional rent, damages (including consequential and incidental damages, to the extent recoverable), costs, expenses, and reasonable attorneys' fees recoverable hereunder. Once the aggregate amount paid by Guarantor under this Guaranty equals the Guaranty Cap, Guarantor shall have no further liability hereunder, regardless of whether all Guaranteed Obligations have been satisfied.
2.3 For the avoidance of doubt, the Guaranty Cap shall not limit, reduce, or otherwise affect:
(a) Any direct obligations of Tenant under the Lease, it being understood and agreed that Tenant's obligations under the Lease are separate and independent from Guarantor's obligations under this Guaranty and are not subject to the Guaranty Cap;
(b) Any amounts recoverable by Landlord directly from Tenant or from Tenant's assets or estate;
(c) Any amounts recoverable by Landlord from the letter of credit (L/C No. SNLC-2023-08015 issued by Caledonian National Bank PLC, London, in the initial amount of $5,180,000 (the "Letter of Credit")), or any replacement or substitute letter of credit delivered pursuant to the Lease; or
(d) Any other security, deposit, or collateral now or hereafter held by Landlord under the Lease or otherwise.
2.4 The Guaranty Cap shall be reduced dollar-for-dollar by each payment made by Guarantor under this Guaranty, provided that if any such payment is subsequently invalidated, set aside, or required to be repaid as provided in Section 7 hereof, the Guaranty Cap shall be reinstated by the amount of such invalidated or repaid payment.
Section 3. Nature of Guaranty
3.1 This Guaranty constitutes a guaranty of payment and performance, and not merely a guaranty of collection. Guarantor acknowledges that this is not a contingent obligation that is dependent upon Landlord first exhausting its remedies against Tenant or any other person or entity. Landlord shall be entitled to enforce this Guaranty directly against Guarantor upon the occurrence of a default by Tenant under the Lease, without first being required to pursue any remedy or action against Tenant, the Letter of Credit, or any other security, collateral, or guarantor.
3.2 This Guaranty is absolute, unconditional, irrevocable, and continuing in nature and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed in full (or the Guaranty Cap has been exhausted), regardless of the validity or enforceability of the Lease, the adequacy of Landlord's other remedies, or any other circumstances whatsoever.
3.3 Landlord may, at its election and in its sole and absolute discretion, proceed directly and immediately against Guarantor to collect and recover any and all amounts due under this Guaranty, without first pursuing or exhausting any remedies against Tenant, the Letter of Credit, or any other person, entity, security, or collateral. Landlord shall not be required to give Guarantor notice of any default by Tenant under the Lease as a condition to Landlord's right to enforce this Guaranty, although nothing herein shall be construed to prohibit Landlord from providing such notice in its discretion.
3.4 Guarantor hereby waives any right to require Landlord to:
(a) Proceed against Tenant or any other person or entity before proceeding against Guarantor;
(b) Proceed against or exhaust any security held from Tenant, including but not limited to the Letter of Credit, or from any other person or entity;
(c) Pursue any other remedy in Landlord's power whatsoever before proceeding against Guarantor; or
(d) Make any demand upon Tenant or give any notice to Tenant as a condition to Guarantor's liability hereunder.
3.5 Guarantor's obligations under this Guaranty shall not be affected, modified, diminished, or impaired by any of the circumstances, events, or conditions set forth in Section 4 or Section 5 hereof, or by any other circumstance that might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or guarantor.
Section 4. Waivers by Guarantor
4.1 Guarantor hereby expressly and unconditionally waives, to the fullest extent permitted by applicable law:
(a) Notice of Acceptance. Notice of acceptance of this Guaranty by Landlord, it being understood that this Guaranty shall be deemed accepted by Landlord upon the execution and delivery of the Lease;
(b) Notice of Default. Notice of any default or event of default by Tenant under the Lease, or any notice of Landlord's intention to proceed against Guarantor hereunder, or any other notice that may be required by statute, rule of law, or otherwise to preserve Landlord's rights against Guarantor;
(c) Demand of Payment or Performance. Demand of payment or performance from Tenant, or proof that Landlord has made any effort to collect from Tenant or to realize upon any security, as a condition precedent to Guarantor's liability hereunder;
(d) Notice of Amendment or Modification. Notice of any amendment, modification, supplement, extension, or renewal of the Lease, subject to the consent requirements set forth in Section 9 hereof with respect to amendments that increase Tenant's monetary obligations beyond those set forth in the Lease as of the date hereof;
(e) Suretyship Defenses. All suretyship defenses and all defenses in the nature of a surety, including but not limited to any defense based on impairment of collateral, failure of consideration, release or impairment of any security interest, the statute of frauds, or any claim that Landlord's actions or omissions have increased the risk or burden of Guarantor's obligations hereunder;
(f) Statute of Limitations. Any right to assert any statute of limitations as a defense to Guarantor's obligations under this Guaranty, to the fullest extent permitted by law;
(g) Presentment, Protest, and Notice of Dishonor. Diligence, presentment, demand for payment, filing of claims with a court in the event of a receivership, insolvency, or bankruptcy of Tenant, protest, and notice of protest and notice of dishonor;
(h) Election of Remedies. Any defense arising from Landlord's election of any remedy against Tenant, Guarantor, or any other person or entity, whether or not such election impairs or destroys Guarantor's right of subrogation against Tenant or Guarantor's rights against any other person or entity; and
(i) Subrogation. Any right of subrogation, reimbursement, indemnification, exoneration, contribution, or other similar right against Tenant that Guarantor may have or hereafter acquire, whether arising by contract, operation of law, or otherwise, until all Guaranteed Obligations are fully and indefeasibly paid and performed and the Lease has expired or been terminated. Guarantor hereby subordinates all such rights to the prior payment in full of all amounts owed by Tenant to Landlord under the Lease, as more fully set forth in Section 12 hereof.
4.2 The waivers set forth in this Section 4 are intended to be irrevocable and shall survive the expiration or termination of the Lease and this Guaranty to the extent any Guaranteed Obligations remain outstanding.
Section 5. Guarantor's Obligations Not Affected
5.1 Guarantor's obligations under this Guaranty shall remain in full force and effect without regard to, and shall not be released, reduced, discharged, limited, or in any way affected by, any of the following events, circumstances, or conditions, regardless of whether any such event, circumstance, or condition occurs with or without notice to Guarantor, with or without consideration, and with or without Guarantor's consent:
(a) Amendments to the Lease. Any amendment, modification, supplement, restatement, extension, or renewal of the Lease, whether or not consented to by Guarantor; provided, however, that any amendment, modification, or supplement that increases the monetary obligations of Tenant beyond those set forth in the Lease as of the date hereof shall require Guarantor's prior written consent in order for such increased obligations to be covered by this Guaranty, as set forth in Section 9 hereof;
(b) Exercise or Non-Exercise of Rights. Any exercise or non-exercise by Landlord of any right, power, privilege, or remedy under the Lease, this Guaranty, or applicable law, or any delay or forbearance by Landlord in exercising any such right, power, privilege, or remedy;
(c) Bankruptcy or Insolvency. Any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution, receivership, assignment for the benefit of creditors, marshaling of assets, or similar proceeding affecting Tenant, Guarantor, or any of their respective properties, or any rejection, disaffirmance, or termination of the Lease in any such proceeding;
(d) Changes in Entity Structure. Any change in the corporate, limited liability company, partnership, or other entity structure of Tenant, including any merger, consolidation, conversion, or reorganization of Tenant (other than as specifically addressed in Section 8 hereof regarding a change of control);
(e) Assignment or Subletting. Any assignment of the Lease or subletting of all or any portion of the Premises by Tenant, to the extent permitted under the Lease, whether or not Landlord's consent thereto was required or obtained;
(f) Release in Bankruptcy. Any release or discharge of Tenant from any of its obligations under the Lease in any creditors', bankruptcy, insolvency, reorganization, or other similar proceeding, or any confirmation of a plan of reorganization that modifies or releases Tenant's obligations under the Lease;
(g) Illegality, Invalidity, or Unenforceability. Any illegality, invalidity, irregularity, or unenforceability of the Lease or any provision thereof, or of any other agreement or instrument relating thereto, or any defect in the execution or delivery of the Lease;
(h) Other Discharges. Any other act, omission, event, circumstance, occurrence, or condition that might otherwise constitute a legal or equitable discharge, release, or defense of a surety or guarantor, or that might otherwise limit recourse against Guarantor, it being the intent of Guarantor that Guarantor's obligations hereunder shall be absolute, unconditional, and irrevocable to the fullest extent permitted by applicable law.
5.2 Without limiting the generality of the foregoing, Guarantor acknowledges and agrees that Guarantor's obligations under this Guaranty shall not be affected by any defense that Tenant may assert with respect to the enforcement of the Lease, including but not limited to the defense of fraud, duress, illegality, statute of limitations, accord and satisfaction, failure of consideration, or breach by Landlord, except to the extent that any such defense, if asserted by Tenant, would constitute a valid defense to Tenant's obligation to perform the specific Guaranteed Obligation in question.
Section 6. Landlord's Rights
6.1 Landlord may, from time to time, in its sole and absolute discretion, without notice to or consent of Guarantor and without in any manner affecting, impairing, or diminishing Guarantor's obligations under this Guaranty:
(a) Retain or obtain a lien on any real or personal property to secure any or all of the Guaranteed Obligations or any other obligations of Tenant under the Lease;
(b) Accept additional or substitute security for any or all of the Guaranteed Obligations, including but not limited to the Letter of Credit (L/C No. SNLC-2023-08015 issued by Caledonian National Bank PLC), or any replacement, renewal, or substitute letter of credit delivered pursuant to the terms of the Lease;
(c) Release, surrender, exchange, subordinate, or substitute any security held by Landlord at any time for any or all of the Guaranteed Obligations, whether or not Landlord receives any consideration therefor;
(d) Apply any security held by Landlord in any order and direct the order or manner of the sale, disposition, or realization thereof, as Landlord in its sole discretion may determine;
(e) Grant extensions of time, renewals, compromises, modifications, or forbearances with respect to any or all of the Guaranteed Obligations, and settle or compromise any Guaranteed Obligation or any claim or dispute arising thereunder; and
(f) Consent to any assignment of the Lease or subletting of all or any portion of the Premises by Tenant, with or without conditions, and regardless of whether the assignee or subtenant assumes any obligations under the Lease.
6.2 Guarantor agrees that Landlord's exercise of any of the foregoing rights shall not require any further consent of Guarantor and shall not in any way release or discharge Guarantor from its obligations under this Guaranty.
Section 7. Reinstatement
7.1 If at any time any payment or any portion thereof received by Landlord from Tenant, Guarantor, or any other person or entity on account of the Guaranteed Obligations is subsequently invalidated, declared to be fraudulent or preferential, set aside, voided, rescinded, or required to be repaid or returned to Tenant, Guarantor, a trustee in bankruptcy, a receiver, a debtor-in-possession, a custodian, or any other party under any bankruptcy law, insolvency law, fraudulent conveyance law, fraudulent transfer law, preference law, or any similar law or equitable principle, or is otherwise set aside or required to be repaid (each, a "Recovered Payment"), then Guarantor's obligations under this Guaranty shall be reinstated and revived to the extent of such Recovered Payment, and Guarantor shall be liable for such amount as though such Recovered Payment had never been made or received.
7.2 Any reinstatement of Guarantor's obligations pursuant to this Section 7 shall be subject in all cases to the Guaranty Cap as described in Section 2 hereof. Specifically, to the extent the Guaranty Cap was reduced by the amount of the Recovered Payment, the Guaranty Cap shall be reinstated to the extent of such Recovered Payment.
7.3 The provisions of this Section 7 shall survive the termination of this Guaranty and any satisfaction of the Guaranteed Obligations.
Section 8. Change of Control — Release of Guarantor
8.1 Definition of Change of Control. For purposes of this Guaranty, a "Change of Control" of Tenant or Guarantor shall have the meaning set forth in the Lease, namely: any transaction or series of related transactions (whether structured as a merger, consolidation, stock or share sale or exchange, asset sale or transfer, tender offer, scheme of arrangement, reorganization, recapitalization, or otherwise) resulting in a change in the identity of the person or entity that Controls Tenant or Guarantor, as applicable. For purposes of this definition, "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting equity interests of the applicable entity, or the power (whether by contract, equity ownership, or otherwise) to direct or cause the direction of the management and policies of such entity.
8.2 Assignment Right. As provided in the Lease, upon a Change of Control of Aurelius Media Holdings Inc. or Aurelius Global Media Group PLC, Tenant shall have the right to assign the Lease to the successor entity (the "Successor") without the prior consent of Landlord, provided that all of the following conditions specified in the Lease are satisfied:
(a) The Successor has a tangible net worth, calculated in accordance with United States generally accepted accounting principles ("GAAP"), equal to or greater than Three Billion One Hundred Million and 00/100 Dollars ($3,100,000,000), being Guarantor's tangible net worth as of the date of the Lease (the "Minimum Net Worth Requirement");
(b) The Successor executes and delivers to Landlord an assumption agreement in form and substance reasonably satisfactory to Landlord, pursuant to which the Successor assumes and agrees to perform all of the obligations of Tenant under the Lease from and after the effective date of the assignment; and
(c) Tenant or the Successor provides Landlord with not less than thirty (30) days' prior written notice of the proposed Change of Control assignment, together with reasonable evidence of the Successor's financial condition and satisfaction of the Minimum Net Worth Requirement.
8.3 Replacement Guaranty. Upon any Change of Control assignment pursuant to Section 8.2, the Successor or the Successor's parent entity (if any) shall execute and deliver to Landlord a replacement guaranty of lease (the "Replacement Guaranty") on substantially the same terms and conditions as this Guaranty, including a guaranty cap equal to the Guaranty Cap then in effect (which, for the avoidance of doubt, shall be Eighteen Million and 00/100 Dollars ($18,000,000), reduced by any amounts previously paid by Guarantor under this Guaranty).
8.4 Release of Guarantor. Upon the occurrence of all of the following conditions:
(i) The effective date of the Change of Control assignment and assumption of the Lease by the Successor as described in Section 8.2 above;
(ii) Delivery to Landlord of the Replacement Guaranty, duly executed by the Successor or the Successor's parent entity, in form and substance reasonably satisfactory to Landlord; and
(iii) Delivery to Landlord of not less than thirty (30) days' prior written notice of the Change of Control assignment, together with reasonable evidence of the Successor's financial condition, including audited financial statements or such other documentation as Landlord may reasonably request;
then Guarantor shall be automatically and unconditionally released from all obligations under this Guaranty arising from and after such effective date, and Landlord shall, upon Guarantor's reasonable request, execute and deliver a written confirmation of such release.
8.5 Prospective Release Only. The release of Guarantor pursuant to Section 8.4 shall be prospective only. Notwithstanding such release, Guarantor shall remain fully liable for any and all Guaranteed Obligations that accrued prior to the effective date of the Change of Control assignment, including but not limited to any base rent, additional rent, damages, or other amounts that became due and payable (or that relate to periods) prior to such effective date, subject in all cases to the Guaranty Cap.
8.6 Landlord Recapture Right. Landlord's recapture right under the Lease is expressly waived with respect to any Change of Control assignment described in this Section 8. For the avoidance of doubt, Landlord's recapture right shall be retained only with respect to voluntary assignments by Tenant to unrelated third parties (not constituting a Change of Control), in which case Landlord shall have thirty (30) days following receipt of Tenant's notice of the proposed assignment to elect to recapture the Premises in accordance with the terms of the Lease.
Section 9. Amendments to Lease
9.1 Guarantor hereby consents to any amendment, modification, supplement, or restatement of the Lease that does not increase the monetary obligations of Tenant beyond those set forth in the Lease as of the date hereof. Any such amendment, modification, supplement, or restatement that does not increase Tenant's monetary obligations shall be effective and binding upon Guarantor without the necessity of obtaining Guarantor's consent or signature thereto.
9.2 Any amendment, modification, supplement, or restatement of the Lease that increases the monetary obligations of Tenant beyond those monetary obligations set forth in the Lease as of the date hereof shall require Guarantor's prior written consent in order for such increased obligations to be covered by this Guaranty. In the absence of such written consent, Guarantor's obligations under this Guaranty shall continue to be measured by reference to the monetary obligations set forth in the Lease as of the date hereof, and Guarantor shall not be liable for any increase in monetary obligations resulting from any amendment to which Guarantor has not consented.
9.3 Guarantor hereby expressly acknowledges and consents to Tenant's exercise of any and all options, rights, and elections granted to Tenant under the Lease as of the date hereof, including but not limited to:
(a) The expansion option with respect to Floors 39 and 40 of the Building, comprising approximately seventy-four thousand (74,000) rentable square feet, which Tenant may exercise during the period commencing August 1, 2026, and ending July 31, 2027, on the terms and conditions set forth in the Lease;
(b) The right of first offer with respect to Floors 30, 31, 32, and 33 of the Building, on the terms and conditions set forth in the Lease; and
(c) The two (2) five-year renewal options, each exercisable by Tenant upon the terms and conditions specified in the Lease.
9.4 Guarantor agrees that the exercise by Tenant of any option, right, or election described in Section 9.3 above shall not release, diminish, or otherwise affect Guarantor's obligations under this Guaranty, and that the monetary obligations arising from the exercise of any such option shall constitute Guaranteed Obligations hereunder, subject in all cases to the Guaranty Cap.
Section 10. Representations and Warranties of Guarantor
10.1 Guarantor hereby represents and warrants to Landlord as of the date hereof as follows:
(a) Organization and Good Standing. Guarantor is a public limited company duly organized, validly existing, and in good standing under the laws of England and Wales, registered under Company No. 04291837 with the Registrar of Companies for England and Wales. Guarantor's ordinary shares are listed on the London Stock Exchange (LSE: AUR) and are cross-listed on the New York Stock Exchange (NYSE: AUGM). Guarantor has all requisite power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted.
(b) Power and Authority. Guarantor has full corporate power and authority to execute, deliver, and perform its obligations under this Guaranty. The execution, delivery, and performance of this Guaranty by Guarantor are within Guarantor's corporate powers and have been duly authorized by all necessary corporate action.
(c) Due Authorization. The execution, delivery, and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of Guarantor, including the approval of the Board of Directors of Guarantor by resolution duly adopted at a meeting held on May 15, 2023, at which a quorum was present and acting throughout.
(d) Valid and Binding Obligation. This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) No Conflict; No Consent Required. The execution, delivery, and performance by Guarantor of this Guaranty do not and will not: (i) violate or conflict with the articles of association, memorandum of association, or other governing documents of Guarantor; (ii) violate any law, regulation, order, judgment, or decree applicable to Guarantor; or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which Guarantor is a party or by which Guarantor or its properties may be bound. No consent, approval, authorization, license, or order of, or registration, qualification, or filing with, any governmental authority or regulatory body or any other third party is required for the execution, delivery, or performance by Guarantor of this Guaranty.
(f) Financial Condition — Tangible Net Worth. Guarantor has a tangible net worth of not less than Three Billion One Hundred Million and 00/100 Dollars ($3,100,000,000) as of the date hereof, calculated in accordance with GAAP consistently applied.
(g) Financial Condition — Revenue and Market Capitalization. Guarantor has annual consolidated revenues of approximately £4.87 billion (approximately $6.05 billion at prevailing exchange rates) for its fiscal year ended December 31, 2022, and a market capitalization of approximately $11.2 billion as of April 30, 2023, based on the closing prices of its shares on the NYSE and the LSE.
(h) Ownership of Tenant. Aurelius Media Holdings Inc. is a direct, wholly owned subsidiary of Guarantor, and Guarantor directly or indirectly owns one hundred percent (100%) of the issued and outstanding shares of capital stock of Tenant.
Section 11. Covenants of Guarantor
11.1 Guarantor hereby covenants and agrees that, during the term of this Guaranty (i.e., from the date hereof until all Guaranteed Obligations have been fully and indefeasibly satisfied or the Guaranty Cap has been exhausted):
(a) Maintenance of Corporate Existence. Guarantor shall maintain its corporate existence and shall remain duly organized, validly existing, and in good standing under the laws of England and Wales, and shall maintain all licenses, permits, and qualifications necessary for the conduct of its business, except where the failure to maintain such licenses, permits, or qualifications would not reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.
(b) Financial Statements. Guarantor shall furnish to Landlord, upon Landlord's reasonable written request (but not more frequently than once per calendar year), copies of Guarantor's most recently available audited consolidated financial statements, prepared in accordance with International Financial Reporting Standards (IFRS) or GAAP, as applicable, including a consolidated balance sheet, consolidated income statement, consolidated statement of cash flows, and consolidated statement of changes in equity, together with the notes thereto and the report of Guarantor's independent registered public accounting firm. To the extent that such financial statements are publicly available through filings with the Financial Conduct Authority (FCA), the U.S. Securities and Exchange Commission (SEC), or otherwise, Landlord's access to such publicly available filings shall satisfy the requirements of this Section 11.1(b).
(c) Notice of Change of Control. Guarantor shall promptly (and in any event within fifteen (15) business days) notify Landlord in writing of any Change of Control of Guarantor or Tenant, or of any pending or proposed transaction that would reasonably be expected to result in a Change of Control of Guarantor or Tenant.
(d) Maintenance of Entity; Restrictions on Dissolution and Merger. Guarantor shall not dissolve, wind up, or liquidate its affairs, or merge or consolidate with or into another entity, or sell, convey, or transfer all or substantially all of its assets, unless the surviving, resulting, or successor entity (if other than Guarantor) expressly assumes in writing all of Guarantor's obligations under this Guaranty, or delivers to Landlord a Replacement Guaranty in accordance with Section 8.3 hereof, in either case in form and substance reasonably satisfactory to Landlord.
Section 12. Subordination of Subrogation
12.1 Until all Guaranteed Obligations have been indefeasibly paid and performed in full and the Lease has expired or been terminated (and the Guaranty Cap has not been exhausted), Guarantor hereby irrevocably subordinates and defers any and all rights of subrogation, reimbursement, indemnification, exoneration, contribution, or other similar right (whether arising by contract, statute, common law, equity, or otherwise) that Guarantor may now have or may hereafter acquire against Tenant or Tenant's assets, property, or estate by reason of any payment or performance by Guarantor under this Guaranty, to the prior indefeasible payment in full of all amounts owed by Tenant to Landlord under the Lease.
12.2 Guarantor shall not exercise any rights of subrogation, reimbursement, indemnification, exoneration, or contribution against Tenant, and shall not file any claim, assert any right, or commence any action or proceeding against Tenant on account of any such subordinated right, until the Lease has expired or been terminated and all Guaranteed Obligations have been fully and indefeasibly satisfied.
12.3 If, notwithstanding the foregoing provisions, Guarantor receives any payment, distribution, or other value from Tenant on account of any subordinated right described in this Section 12 prior to the full satisfaction of all Guaranteed Obligations, Guarantor shall hold such payment, distribution, or other value in trust for the benefit of Landlord and shall promptly remit the same to Landlord for application to the Guaranteed Obligations.
Section 13. Notices
13.1 All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be delivered in accordance with the notice provisions of the Lease (including any requirements for personal delivery, reputable overnight courier service, or certified or registered mail, return receipt requested, postage prepaid).
13.2 Notices to Guarantor shall be addressed as follows:
Aurelius Global Media Group PLC 14 Cavendish Square London W1G 0DW United Kingdom
Attention: General Counsel (Tariq Nassar)
Telephone: +44 (0)20 7946 0122
Email: t.nassar@aureliusmedia.co.uk
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
Telephone: (212) 555-8800
Email: dfairchild@calderwoodharkness.com
13.3 Notices to Landlord shall be addressed as follows:
Greystone Metropolitan Realty LLC 600 Lexington Avenue, 32nd Floor New York, New York 10022
Attention: Jonathan R. Whitfield, Managing Principal
Telephone: (212) 555-4100
Email: jwhitfield@greystonerealty.com
with a copy (which shall not constitute notice) to:
Pemberton Locke & Strauss LLP 1 World Financial Center, Suite 3800 New York, New York 10281
Attention: Diane Ashford, Esq.
Telephone: (212) 555-7200
Email: dashford@plslaw.com
13.4 Either party may change its address for notices by giving written notice of such change to the other party in accordance with this Section 13. Notices shall be deemed given and effective as provided in the Lease.
Section 14. Governing Law; Jurisdiction; Dispute Resolution
14.1 Governing Law. This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
14.2 Submission to Jurisdiction. Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York (and any appellate court therefrom), for any action, suit, or proceeding arising out of or relating to this Guaranty, and agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such court. Guarantor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
14.3 Waiver of Venue Objection. Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Guaranty in the Supreme Court of the State of New York, County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in such court has been brought in an inconvenient forum.
14.4 Service of Process. Guarantor hereby irrevocably consents to the service of any and all process in any action, suit, or proceeding arising out of or relating to this Guaranty by the mailing of copies of such process to Guarantor at the address set forth in Section 13 hereof, or to Guarantor's counsel at Calderwood & Harkness LLP at the address set forth therein. Nothing in this Section 14 shall affect the right of Landlord to serve legal process in any other manner permitted by law or at equity.
Section 15. Waiver of Jury Trial
GUARANTOR AND LANDLORD EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE LEASE, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER IS KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY MADE BY EACH PARTY AND EACH PARTY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY NOR ANY PERSON ACTING ON BEHALF OF THE OTHER PARTY HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
Section 16. Attorneys' Fees
16.1 If Landlord prevails in any action, suit, or proceeding to enforce this Guaranty, or any provision hereof, whether or not such action, suit, or proceeding proceeds to final judgment, Guarantor shall pay to Landlord all of Landlord's reasonable attorneys' fees, costs, disbursements, and expenses incurred in connection therewith, including reasonable fees and costs incurred at the trial level and on any appeal. The obligation of Guarantor to pay such attorneys' fees, costs, and expenses shall be subject to the Guaranty Cap set forth in Section 2 hereof (i.e., all attorneys' fees, costs, and expenses recovered under this Section 16 shall be counted against and reduce the Guaranty Cap).
16.2 Guarantor shall also reimburse Landlord for all reasonable attorneys' fees, costs, and expenses incurred by Landlord in connection with any bankruptcy, insolvency, reorganization, or similar proceeding involving Tenant or Guarantor to the extent Landlord seeks to enforce or preserve its rights under this Guaranty, subject to the Guaranty Cap.
Section 17. Successors and Assigns
17.1 This Guaranty shall be binding upon Guarantor and upon Guarantor's successors, assigns, heirs, administrators, executors, and legal representatives, and shall inure to the benefit of Landlord and Landlord's successors and assigns, including without limitation any purchaser at a foreclosure sale (whether judicial or non-judicial), any transferee under a deed-in-lieu of foreclosure, any beneficiary under a mortgage or deed of trust encumbering the Building, and any subsequent owner of the Building or any interest therein.
17.2 Guarantor may not assign this Guaranty or delegate any of its obligations hereunder without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion, except in connection with a Change of Control assignment as provided in Section 8 hereof. Any purported assignment or delegation in violation of this Section 17.2 shall be null and void and of no force or effect.
17.3 Landlord may freely assign this Guaranty, in whole or in part, in connection with any sale, transfer, conveyance, or other disposition of the Building or any interest therein, or in connection with any financing, refinancing, or securitization transaction, without the consent of Guarantor. Upon any such assignment, the assignee shall succeed to all of Landlord's rights under this Guaranty, and Landlord shall be released from all obligations under this Guaranty arising from and after the effective date of such assignment, provided that the assignee assumes such obligations.
Section 18. Entire Agreement; Amendment
18.1 This Guaranty, together with the Lease and all exhibits, schedules, riders, and amendments thereto, constitutes the entire agreement between Guarantor and Landlord with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, between Guarantor and Landlord with respect to the subject matter hereof.
18.2 This Guaranty may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Guarantor and Landlord. No oral agreement, course of dealing, or trade usage shall modify or supplement the terms of this Guaranty.
Section 19. Severability
19.1 If any provision of this Guaranty, or the application of any such provision to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions of this Guaranty, and the application of such provision to persons, entities, or circumstances other than those as to which it is held invalid, illegal, or unenforceable, shall not be affected thereby, and each such remaining provision shall be valid and enforceable to the fullest extent permitted by law.
19.2 If any provision of this Guaranty is held to be excessively broad as to duration, scope, activity, or subject, such provision shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.
Section 20. No Waiver
20.1 No failure or delay by Landlord in exercising any right, power, privilege, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy.
20.2 No waiver of any provision of this Guaranty shall be effective unless set forth in a written instrument duly executed by Landlord. Any waiver granted by Landlord shall be limited to the specific instance and purpose for which it is given and shall not constitute a continuing waiver or a waiver of any other provision or right.
Section 21. Counterparts; Electronic Signatures
21.1 This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. It shall not be necessary in making proof of this Guaranty or any counterpart hereof to produce or account for any of the other counterparts.
21.2 Signatures to this Guaranty delivered by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including through any electronic signature platform such as Brightwater Software or Ashford Health IT), shall be deemed original signatures for all purposes and shall be admissible in evidence to the same extent as an original signature.
Section 22. Relationship to Lease and Other Security
22.1 This Guaranty is in addition to, and not in substitution for, the Letter of Credit (L/C No. SNLC-2023-08015, issued by Caledonian National Bank PLC, London, in the initial amount of Five Million One Hundred Eighty Thousand and 00/100 Dollars ($5,180,000)) and any replacement, renewal, or substitute letter of credit, and any other security, deposit, or collateral now or hereafter held by Landlord under the Lease or otherwise.
22.2 Landlord may proceed under this Guaranty independently of, concurrently with, or in lieu of, any other security, guaranty, or remedy available to Landlord under the Lease or otherwise. The existence of this Guaranty shall not limit or restrict Landlord's right to draw upon the Letter of Credit or to resort to any other security, collateral, or remedy, and the existence of any other security, collateral, or remedy shall not limit or restrict Landlord's right to proceed against Guarantor under this Guaranty.
22.3 Nothing herein shall obligate Landlord to apply proceeds from the Letter of Credit or any other security before proceeding against Guarantor under this Guaranty, or to apply proceeds from this Guaranty before drawing upon the Letter of Credit or any other security.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty of Lease as of the date first above written.
GUARANTOR:
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Sir Marcus Hale, CBE
Title: Chief Executive Officer
Date: July 13, 2023
ACKNOWLEDGED AND AGREED — LANDLORD:
GREYSTONE METROPOLITAN REALTY LLC
By: ________
Name: Jonathan R. Whitfield
Title: Managing Principal
Date: July 13, 2023
NOTARY ACKNOWLEDGMENTS
STATE OF NEW YORK COUNTY OF NEW YORK
On this 13th day of July, 2023, before me, the undersigned, a Notary Public in and for said State, personally appeared Sir Marcus Hale, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Chief Executive Officer of Aurelius Global Media Group PLC, and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public, State of New York Name (Print): ________ Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]
STATE OF NEW YORK COUNTY OF NEW YORK
On this 13th day of July, 2023, before me, the undersigned, a Notary Public in and for said State, personally appeared Jonathan R. Whitfield, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Managing Principal of Greystone Metropolitan Realty LLC, and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public, State of New York Name (Print): ________ Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]

GUARANTY OF LEASE

PRELIMINARY STATEMENT

RECITALS

GUARANTOR:

AURELIUS GLOBAL MEDIA GROUP PLC

GREYSTONE METROPOLITAN REALTY LLC

NOTARY ACKNOWLEDGMENTS

STATE OF NEW YORK COUNTY OF NEW YORK

STATE OF NEW YORK COUNTY OF NEW YORK

Record

Parties

Dates

Amounts