Contract analysis

1. Assignment, Subletting, and Change of Control Landlord's draft imposes a blanket prohibition on any assignment or subletting of the Lease or the Premises, in whole or in part, without Landlord's prior written consent, which consent may be withheld in Landlord's sole and absolute discretion. Tenant has revised these provisions in several important respects. Reasonableness Standard. As an initial matter, Tenant has

2. Expansion Option Tenant has substantially revised the expansion option provisions contained in the Landlord's draft. Landlord's initial draft contemplated a more limited expansion right with respect to a single floor, on terms that did not adequately address the mechanics, timing, or economic parameters of such an expansion. Tenant's revisions are as follows: Expansion Floors. The expansion option shall cover Floo

3. Right of First Offer (ROFO) Tenant has added a right of first offer ("ROFO") with respect to any full floor on Floors 30 through 33 of the Building (the "ROFO Space") that becomes available for leasing during the Lease Term. This right is critical to Tenant's long-term occupancy planning and its interest in maintaining the option to consolidate additional operations within the Building. Landlord's Notification Obl

4. Parent Guaranty Cap Tenant has revised the Parent Guaranty provisions to include a cap on the guaranty obligations of Aurelius Global Media Group PLC. Specifically, the aggregate liability of the Guarantor under the Parent Guaranty shall not exceed $18,000,000 (the "Guaranty Cap"). This cap represents approximately two (2) years of average annual base rent over the fifteen (15)-year Lease Term (aggregate base rent

5. Tenant Improvement Allowance Tenant has revised the tenant improvement allowance ("TI Allowance") provisions to reflect the scope and cost of the anticipated build-out of the Premises. The Premises are intended to serve as the North American headquarters of Aurelius Global Media Group PLC and its subsidiaries, encompassing general office space, studio and production facilities, screening rooms, a media lab, execut

6. Security Deposit and Letter of Credit Tenant accepts Landlord's proposed concept of an irrevocable standby letter of credit ("L/C") as the form of security deposit under the Lease. The initial L/C amount shall be $5,180,000, which is equal to one (1) year of initial base rent at $28.00 per RSF (185,000 RSF × $28.00 = $5,180,000). The L/C shall be issued by Caledonian National Bank PLC, London (New York branch), a

7. Rent Schedule and Rent-Free Period Tenant's redline reflects the base rent schedule that we understand to have been agreed in principle during the business negotiations between the parties. For clarity and completeness, the base rent schedule is as follows: The aggregate base rent over the fifteen (15)-year Lease Term is approximately $90,000,000 (calculated as: ($5,180,000 × 5) + ($6,105,000 × 5) + ($7,030,000 ×

8. Operating Expense Escalations and Controllable Expense Cap Tenant's redline addresses the operating expense escalation provisions as follows: Base Year. The base year for operating expense escalations shall be calendar year 2023. Tenant shall be responsible for its proportionate share of increases in operating expenses above the base year amount, without an operating expense stop. Proportionate Share. Tenant's pro

9. Renewal Options Tenant's revisions provide for two (2) consecutive renewal terms of five (5) years each (the "First Renewal Term" and "Second Renewal Term," respectively), exercisable at Tenant's option. The renewal rent for each renewal term shall be the Fair Market Rent as of the commencement date of the applicable renewal term, determined in accordance with the FMR arbitration procedure to be set forth in Exhib

10. Electricity. The Lease provides for direct metering of electricity to the Premises. Tenant shall be responsible for the cost of its own electric usage, billed directly by the applicable utility provider (currently Consolidated Edison Company of New York, Inc.). The estimated cost of electricity is approximately $3.15 per RSF per year, based on typical usage patterns for a Class A office tenancy of this type; this

11. Subordination, Non-Disturbance, and Attornment (SNDA) Tenant requires, as a condition precedent to the Commencement Date, the execution and delivery of a Subordination, Non-Disturbance, and Attornment Agreement ("SNDA") from Atlas Continental Bank, N.A., the holder of the existing first mortgage lien on the Building. We understand that the mortgage was recorded on January 15, 2019, and that the outstanding princi

12. Insurance Requirements Tenant has revised the insurance provisions of the Lease to reflect market-appropriate coverage levels. Tenant proposes the following minimum coverage requirements: • Commercial General Liability (CGL): $5,000,000 per occurrence / $10,000,000 aggregate • Property Insurance: Full replacement value of Tenant's property, furniture, fixtures, equipment, and improvements (including any Tenant Im

13. Signage. Tenant has revised the signage provisions to provide for the following Aurelius signage rights: • Lobby Directory Listing: Tenant shall be entitled to a prominent listing on the Building's lobby directory, including the Aurelius name and logo. • Elevator Bank Placard: Tenant shall be entitled to one (1) identifying placard or sign panel at the elevator bank serving Floors 34–38, in a size, design, and lo

14. Use Clause Tenant has broadened the permitted use clause to read as follows: "General office, studio/production, and ancillary uses consistent with a global media, entertainment, and e-commerce headquarters, including without limitation administrative offices, content production and post-production studios, screening and viewing rooms, media labs, conference and event facilities, employee amenities (including a c

15. Environmental Provisions Tenant has inserted environmental provisions addressing pre-existing conditions at the Building and the Premises. Specifically: Landlord's Asbestos Representation. Tenant has added a representation by Landlord that all asbestos-containing materials ("ACM") on the Premises floors (Floors 34–38) have been fully abated in accordance with all applicable federal, state, and local laws, rules,