Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to review and summarize findings from the ALTA/NSPS land title survey obtained for the property located at 787 Seventh Avenue, New York, NY 10019, commonly known as "Greystone Tower" (the "Building" or the "Property"), and to confirm compliance of the intended tenant use with applicable New York City zoning regulations. This review has been conducted

II. The Property The following is a summary description of the Property and the Building, based on information obtained from the ALTA/NSPS survey, the title commitment, publicly available records of the New York City Department of Finance and the New York City Department of Buildings, and information provided by the Landlord and its counsel. The Building is situated on the west side of Seventh Avenue between West 51s

III. ALTA/NSPS Land Title Survey Review A. Survey Identification We have reviewed an ALTA/NSPS Land Title Survey for the Property (the "Survey"), prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors on February 23, 2021. The pertinent ident

1. Utility Easements. The Survey depicts utility easements for water, sanitary sewer, electric, gas, and telecommunications servicing the Building. These easements are located at or below grade and provide for the connection of the Building's mechanical and utility systems to the municipal and private utility infrastructure. The utility easements are standard for a Class A commercial office tower in Manhattan and are

2. Sidewalk and Vault Agreement with the City of New York. The Survey depicts the below-grade vault space extending beneath the public sidewalks along Seventh Avenue, West 51st Street, and West 52nd Street. This vault space is subject to a sidewalk and vault agreement between Greystone Metropolitan Realty LLC (as successor-in-interest to the original developer) and the City of New York, acting through the New York Ci

3. Party Wall Agreements. The Survey does not depict any party wall agreements with adjacent properties. Based on our review of the Survey and the Title Commitment, no party wall agreements were identified as encumbrances of record. This is consistent with the Building's construction as a freestanding tower that does not share structural walls with adjacent buildings. The Building's western wall, which faces the rear

4. No Unrecorded Easements or Adverse Use. The surveyor noted no unrecorded easements or visible evidence of adverse use during the field survey. No paths, trails, or other evidence of prescriptive use by third parties was observed. No evidence of encroachments, overlapping claims, or boundary disputes was identified. The survey exceptions described above are consistent with the permitted exceptions reviewed and anal

I. Survey Exceptions and Issues Identified Based on our comprehensive review of the Survey, no material survey defects, encroachments, or boundary disputes were identified. The Survey is internally consistent and accurately depicts the Property, its improvements, and the easements and encumbrances of record. The legal description on the Survey matches the legal description in the Title Commitment, and all boundary li

IV. Zoning Review A. Applicable Zoning Designation The Building is located within a zoning district designated under the New York City Zoning Resolution (the "ZR"). Based on our review of the Zoning Map of the City of New York (Section 8d, as amended), the applicable zoning designation for the Property is as follows: Zoning District: C6-6 Special District Overlay: Special Midtown District (MiD), as established under

1. Use Group 6 — General Office Use. Use Group 6 encompasses offices for business, professional, or governmental purposes, and is the primary use classification for the Tenant's headquarters operations. General office use is permitted as-of-right in the C6-6 district without the need for any special permit, variance, or discretionary approval. The overwhelming majority of the Premises (estimated at approximately 150,

2. Use Group 6 / Use Group 10 — Studio and Production Uses. The Tenant intends to devote a portion of the Premises (estimated at approximately 20,000 to 25,000 RSF, primarily on Floors 37 and 38) to studio and production facilities, including sound-isolated recording studios, video and audio editing suites, content production control rooms, and broadcast-ready production spaces. These uses require careful classificat

3. Ancillary and Accessory Uses. The following ancillary uses contemplated by the Tenant are permitted as accessory uses to the primary office use under the ZR: (a) Conference and event space: Private conference rooms and event spaces for corporate meetings, presentations, and internal company events are accessory to the primary office use and are permitted as-of-right. (b) Employee amenity spaces: Employee lounges,

4. E-Commerce Operations. The Tenant's e-commerce operations will consist of administrative, management, technology, and business functions conducted from office-based workspaces. The Premises will not be used for warehousing, distribution, fulfillment, or any form of physical goods storage or shipping operations. Accordingly, the e-commerce operations are appropriately classified as general office use within Use Gro

V. Coordination with Title Commitment and Environmental Report This memorandum is one of three interrelated due diligence memoranda prepared in connection with the Aurelius leasing transaction. The findings of this memorandum have been coordinated with and are consistent with the other two memoranda, as summarized below. Title Commitment. The Survey findings are consistent with the title commitment issued by Commonwe

VI. Recommendations Based on the foregoing review, we respectfully submit the following recommendations for your consideration:

1. Survey. The ALTA/NSPS Land Title Survey is acceptable for purposes of the proposed Lease and supports the issuance of the leasehold title insurance policy by Commonwealth Fidelity Title Insurance Co. under Policy No. LTP-2023-07842. The Survey is complete, internally consistent, and free of material defects or discrepancies. No further survey work is required at this time, and no modifications or revisions to the

2. Zoning — Primary Use. The intended general office and ancillary uses are clearly permitted as-of-right under the C6-6 zoning district and the Special Midtown District overlay. No zoning issues exist with respect to the primary headquarters use. No variances, special permits, or discretionary approvals are required.

3. Zoning — Studio/Production Use. We recommend confirming with the Landlord and its counsel that the Building's Certificate of Occupancy covers studio and production use on Floors 34 through 38, or that the Landlord will cooperate in obtaining any necessary amendment to the C of O to expressly permit such use. The proposed Lease should include a Landlord representation that the Certificate of Occupancy permits the T

4. Signage. Exterior building-top signage will require compliance with the sign regulations of the New York City Zoning Resolution, including the Special Midtown District sign regulations, and will require the filing of a permit application with the New York City Department of Buildings. The Lease provisions governing signage rights should clearly allocate responsibility for obtaining all required governmental approv

5. Ongoing Monitoring. No pending zoning changes, text amendments, or other governmental actions affecting the Property were identified as of the date of this memorandum. However, given the fifteen-year Lease Term (Commencement Date: August 1, 2023; Expiration Date: July 31, 2038, with two five-year renewal options extending through July 31, 2048), we recommend that any future changes to the Midtown zoning framework

6. Integration with Lease Provisions. The findings of this Survey and Zoning Review support proceeding with Lease execution. The Lease, as currently negotiated, should include (and we will confirm that the current draft includes) the following standard provisions: (a) A Landlord representation that the Building and the Premises comply with all applicable zoning laws, codes, and regulations, and that the Tenant's inte

VII. Attachments / Enclosures The following documents were reviewed in connection with the preparation of this memorandum and are enclosed herewith or available in the matter file:

1. ALTA/NSPS Land Title Survey for 787 Seventh Avenue (Block 1024, Lot 18), Borough of Manhattan, City of New York, prepared by Marcus J. Pellegrino, PLS, of Pellegrino & Whitfield Surveying, P.C., dated June 1, 2023.

2. Title Commitment dated June 9, 2023, issued by Commonwealth Fidelity Title Insurance Co. (Commitment/Policy No. LTP-2023-07842), together with all Schedules and endorsements.

3. New York City Zoning Resolution — applicable provisions of the C6-6 district regulations (Sections 32-00 et seq.) and the Special Midtown District regulations (Sections 81-00 et seq.).

4. Certificate of Occupancy for 787 Seventh Avenue (C of O No. 104820371), issued by the New York City Department of Buildings, dated March 14, 2002, as amended through September 8, 2018 (copy obtained from NYC DOB records).

5. Phase I Environmental Site Assessment for 787 Seventh Avenue, dated June 2, 2023, prepared by Greenfield Environmental Sciences LLC (Dr. Nadine Bertram, P.E., Project Director), in accordance with ASTM Standard E1527-21.

6. FEMA Flood Insurance Rate Map (FIRM), Community Panel No. 3604970234G, effective date September 5, 2007.

7. New York City Department of Finance — ACRIS recorded documents for Block 1024, Lot 18 (selected instruments referenced herein).

8. New York City Department of City Planning — Zoning Map, Section 8d (current edition).

VIII. Distribution cc: Rafael Dominguez, Lead Associate, Calderwood & Harkness LLP File: Matter No. 1017-00009 This memorandum is a privileged and confidential attorney work product, prepared at the direction of counsel for the purpose of providing legal advice to Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. in connection with the proposed lease transaction described herein. This memorandum is not