Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP has received and reviewed the leasehold title commitment (the "Commitment") issued by Commonwealth Fidelity Title Insurance Co. ("Commonwealth Fidelity"), bearing Policy No. LTP-2023-07842, dated June 9, 2023. The Commitment was delivered to our office on June 10, 2023, and this memorandum sets forth the results of our comprehensive review of that Commitment and our reco

II. IDENTIFICATION OF THE COMMITMENT A. Title Company and Policy Information The following summarizes the key identifying information for the Commitment: The Commitment was issued in the standard ALTA 2006 form as modified for use in the State of New York, consistent with requirements for commercial leasehold title insurance in Manhattan. The Commitment is subject to all of the terms, conditions, exclusions, and requ

III. SCHEDULE A — REQUIREMENTS Schedule A of the Commitment sets forth the conditions and requirements that must be satisfied in order for Commonwealth Fidelity to issue the leasehold owner's title insurance policy. These requirements are divided into standard requirements and special requirements, each of which is discussed below. A. Standard Requirements The Commitment contains the following standard requirements,

1. Execution and Delivery of the Agreement of Lease. Commonwealth Fidelity requires the execution and delivery of the Agreement of Lease by and between Greystone Metropolitan Realty LLC, as Landlord, and Aurelius Media Holdings Inc., as Tenant, covering the Premises at Floors 34 through 38 at 787 Seventh Avenue. The Lease must be in the form submitted to Commonwealth Fidelity or in such final form as is approved by t

2. Delivery of Proof of Authority of the Parties. Commonwealth Fidelity requires delivery of satisfactory evidence of the authority of the respective parties to enter into the Lease, including board resolutions or written consents authorizing the transaction, officer's certificates, and certificates of good standing from the respective jurisdictions of formation (Delaware for both Landlord and Tenant) and the jurisdi

3. Payment of the Applicable Title Insurance Premium. Commonwealth Fidelity requires payment of the applicable leasehold title insurance premium in accordance with its filed rate schedule. The premium amount will be calculated based on the final insured amount and the applicable rate for leasehold owner's title insurance policies in New York County. We will provide the client with a premium estimate once the insured

4. Delivery of Copies of All Documents Creating the Insured Leasehold Estate. Commonwealth Fidelity requires delivery of copies of all instruments and documents creating or evidencing the insured leasehold estate, including without limitation the fully executed Agreement of Lease and any amendments, modifications, or supplements thereto, as well as a memorandum of lease if one is to be recorded. These standard requir

1. Delivery of a Fully Executed SNDA from Atlas Continental Bank, N.A. The Commitment requires, as a condition precedent to the issuance of the leasehold title policy, the delivery of a fully executed Subordination, Non-Disturbance and Attornment Agreement ("SNDA") from Atlas Continental Bank, N.A. (the "Lender" or "Atlas"), the existing first mortgagee on the Property, in favor of Aurelius Media Holdings Inc. The SN

2. Delivery of Evidence of Greystone's Authority. Commonwealth Fidelity requires delivery of evidence of the authority of Greystone Metropolitan Realty LLC to act as fee owner of the Property and to enter into the Lease, including the LLC's operating agreement (or relevant excerpts thereof) or a certificate of authority from an authorized representative of Greystone confirming the authority of the person(s) executing

3. Delivery of a Survey Acceptable to Commonwealth Fidelity. The Commitment requires delivery of a current ALTA/NSPS Land Title Survey of the Property, prepared by a licensed surveyor and certified to Commonwealth Fidelity and Aurelius Media Holdings Inc. A separate survey and zoning review memorandum is being prepared by the undersigned and is expected to be completed by June 15, 2023.

4. Payment of All Real Property Taxes and Assessments. Commonwealth Fidelity requires confirmation that all real property taxes, water charges, sewer rents, and assessments on the Property are paid current through the date of policy issuance, with no outstanding delinquencies.

5. Confirmation of No Mechanics' Liens or Notices of Pendency. Commonwealth Fidelity requires confirmation that no mechanics' liens, notices of pendency, or other involuntary liens have been filed against the Property as of the date of policy issuance. Given that the Building was constructed in 2001 and that any current construction activity in the Building would be the responsibility of the fee owner, we do not anti

IV. SCHEDULE B-I — REQUIREMENTS TO BE SATISFIED PRIOR TO ISSUANCE Schedule B-I of the Commitment reiterates and expands upon the conditions precedent that must be satisfied prior to the issuance of the leasehold owner's title insurance policy. The following is a comprehensive list of the Schedule B-I requirements:

1. Executed Agreement of Lease. A fully executed counterpart of the Agreement of Lease between Greystone Metropolitan Realty LLC and Aurelius Media Holdings Inc., covering Floors 34 through 38 at 787 Seventh Avenue, must be delivered to Commonwealth Fidelity. The Lease must reflect the terms and conditions upon which the leasehold estate is to be insured, including the lease term, rental obligations, renewal options,

2. Executed SNDA from Atlas Continental Bank, N.A. A fully executed Subordination, Non-Disturbance and Attornment Agreement from Atlas Continental Bank, N.A., in form and substance satisfactory to Commonwealth Fidelity, must be delivered. As noted above, the SNDA is critical to the viability of the leasehold title insurance policy and to the protection of Tenant's leasehold interest. Without the SNDA, Commonwealth Fi

3. Evidence of Good Standing. Certificates of good standing or equivalent status certificates must be delivered for both Landlord and Tenant: (a) For Greystone Metropolitan Realty LLC: certificates of good standing from the Delaware Secretary of State (state of formation) and the New York Department of State (state of qualification/transaction). (b) For Aurelius Media Holdings Inc.: certificates of good standing from

4. Satisfactory Survey. A current ALTA/NSPS Land Title Survey of the Property, meeting the minimum standard detail requirements established by ALTA and NSPS and including such Table A optional items as may be required by Commonwealth Fidelity, must be delivered. The survey must be certified to Commonwealth Fidelity Title Insurance Co. and Aurelius Media Holdings Inc. and must be dated no more than ninety (90) days pr

5. Gap Search. Commonwealth Fidelity will conduct a gap title search covering the period between the effective date of the Commitment (June 9, 2023) and the date of lease execution (currently targeted for July 13, 2023) to confirm that no intervening liens, encumbrances, judgments, or other matters affecting the Property have been filed or recorded during the gap period. The results of the gap search must be satisfac

V. SCHEDULE B-II — EXCEPTIONS FROM COVERAGE Schedule B-II of the Commitment sets forth the exceptions from coverage — that is, the matters as to which the proposed leasehold title insurance policy will not provide coverage. These exceptions are divided into standard printed exceptions (which are included in all policies unless specifically deleted by endorsement) and specific exceptions arising from the title search

VI. OWNERSHIP STRUCTURE AND AUTHORITY A. Landlord's Chain of Title Based on the information reflected in the Commitment and supplemented by information provided by Landlord's counsel, the ownership structure of the fee owner is as follows: Greystone Metropolitan Realty LLC is the direct fee owner of record of the Property. Greystone Metropolitan Realty LLC is a Delaware limited liability company that serves as the op

VII. RECOMMENDED ENDORSEMENTS In order to enhance the coverage provided by the leasehold title insurance policy and to address certain of the exceptions and requirements identified in the Commitment, we recommend requesting the following endorsements from Commonwealth Fidelity. Each endorsement is discussed below, together with a brief description of the coverage it provides and its relevance to the transaction. A. S

VIII. PERMITTED EXCEPTIONS SUMMARY Based on our review of the Commitment and the analysis set forth above, we recommend that the following exceptions be treated as acceptable "permitted exceptions" under the Agreement of Lease, to be referenced in the Lease (as part of the Landlord's title representations or as an exhibit) and in the leasehold title insurance policy:

1. Atlas Continental Bank, N.A. First Mortgage Lien — Acceptable as a permitted exception only upon delivery of a fully executed SNDA providing non-disturbance protections in favor of the Tenant, in form and substance satisfactory to the Tenant and to Commonwealth Fidelity. Without the SNDA, this exception is not acceptable.

2. Real Property Tax and Assessment Liens — Real property taxes, water charges, sewer rents, and assessments that are a lien but not yet due and payable. Acceptable as a standard permitted exception; Tenant's obligations with respect to tax escalations are addressed in the Lease.

3. Applicable Zoning and Building Restrictions — Zoning ordinances, building codes, and other governmental regulations affecting the Property. Acceptable as a standard permitted exception, subject to confirmation of zoning compliance through the separate Survey and Zoning Review Memorandum and the procurement of a zoning endorsement.

4. Recorded Easements, Covenants, and Restrictions — Easements, restrictive covenants, and declarations of record, as specifically identified in the Commitment (including the Consolidated Edison utility easement, the Declaration of Covenants, Conditions and Restrictions, the MTA reciprocal easement agreement, and common area and shared facility agreements). Acceptable as permitted exceptions, as none have been found

5. Rights of Existing Tenants and Occupants — Rights of existing tenants and occupants in the Building, including Kestrel Insurance Holdings Inc. (Floors 30–32). Acceptable as a standard permitted exception for a multi-tenant building.

6. Standard Utility Easements and Service Agreements — Standard easements and agreements for utility service, building maintenance, and related infrastructure. Acceptable as permitted exceptions. This summary should be cross-referenced with the relevant provisions of the Agreement of Lease defining "Permitted Exceptions" or "Permitted Title Matters," and the Lease exhibit listing permitted exceptions should be update

IX. CONDITIONS PRECEDENT TO POLICY ISSUANCE — ACTION ITEMS The following action items must be completed in order to satisfy the conditions precedent to the issuance of the leasehold owner's title insurance policy by Commonwealth Fidelity. Responsibility and target dates are indicated for each item. A. SNDA Execution The Subordination, Non-Disturbance and Attornment Agreement must be negotiated and fully executed by A

X. COORDINATION WITH OTHER DUE DILIGENCE WORKSTREAMS This title commitment review is being conducted in conjunction with several parallel due diligence workstreams, each of which is relevant to the overall transaction and may intersect with title-related issues. The status of each workstream is summarized below for reference: Environmental Due Diligence. A Phase I Environmental Site Assessment ("ESA") of the Property

XI. RECOMMENDATIONS AND NEXT STEPS Based on our review of the Commitment and the analysis set forth in this memorandum, we recommend the following actions:

1. SNDA Negotiation. Initiate SNDA negotiations with Atlas Continental Bank, N.A. and its counsel, Halsted & Brinkley LLP (Thomas Brinkley), promptly upon commencement of the negotiation process, currently targeted for on or about June 20, 2023. The SNDA should be negotiated, finalized, and executed by early July 2023 to ensure that this critical condition precedent is satisfied well in advance of the Lease Commencem

2. Endorsements. Submit formal endorsement requests to Commonwealth Fidelity for all endorsements listed and described in Section VII of this memorandum, including the SNDA/Non-Disturbance endorsement, survey/location endorsement, zoning endorsement (ALTA 3.1 or equivalent), access endorsement, contiguity endorsement, tax parcel endorsement, leasehold owner's endorsement, and comprehensive/extended coverage endorseme

3. Authority Documents. Request organizational authority documentation from Landlord's counsel, Pemberton Locke & Strauss LLP (Diane Ashford; Kevin Mulcahy), as described in Section VI.B, to confirm that the execution of the Lease by Greystone Metropolitan Realty LLC has been duly authorized.

4. Survey Review. Complete the survey and zoning review (separate memorandum in preparation; target completion: June 15, 2023) and coordinate with Commonwealth Fidelity for the deletion of the standard survey exception and issuance of the survey endorsement.

5. Gap Search. Coordinate the timing of the gap title search with Commonwealth Fidelity, to be conducted between the effective date of the Commitment (June 9, 2023) and the anticipated lease execution date (currently targeted for July 13, 2023), to confirm no intervening liens or encumbrances.

6. Client Communication. Advise the client's key contacts — Tariq Nassar (General Counsel, Aurelius Global Media Group PLC) and Vivienne Caldwell (SVP, Global Real Estate & Facilities, Aurelius Global Media Group PLC) — of the current title status, the action items requiring attention, and any material issues requiring client direction, including confirmation of the desired insurance amount for the leasehold title po

7. Final Title Policy. Following the satisfactory completion of all conditions precedent described in this memorandum, coordinate with Commonwealth Fidelity for the issuance of the final leasehold owner's title insurance policy in favor of Aurelius Media Holdings Inc. We will review the issued policy to confirm that it conforms to the Commitment as modified by the resolution of the matters described herein and the in

XII. CONCLUSION The Commitment, as issued by Commonwealth Fidelity Title Insurance Co. on June 9, 2023, is generally in acceptable form for a Class A Midtown Manhattan commercial leasehold transaction of this nature and scale. The Commitment reflects the vesting of fee simple title to the Property in Greystone Metropolitan Realty LLC and identifies the key encumbrances and exceptions affecting the Property and the pr