1017-00009 · Aurelius Global Media Group · Diligence/Zoning

survey-zoning-review-memo.docx DOCUMENT Real Estate

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

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 at the direction of Douglas Fairchild, as lead engagement partner, in connection with our representation of Aurelius Global Media Group PLC and its wholly owned domestic subsidiary, Aurelius Media Holdings Inc. (collectively, "Aurelius" or the "Tenant"), in the proposed leasing transaction described below.

This review is undertaken in connection with the proposed Agreement of Lease (the "Lease") between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for approximately 185,000 rentable square feet ("RSF") comprising the entirety of Floors 34, 35, 36, 37, and 38 of the Building (the "Premises"). The proposed Lease contemplates a fifteen-year term commencing August 1, 2023 and expiring July 31, 2038, with two five-year renewal options, at an initial base rent of approximately $89.00 per RSF, escalating annually at two and one-half percent (2.5%).

The intended use of the Premises is as follows: general office use, studio and production use (including recording studios, content editing suites, production control rooms, and broadcast-ready facilities), and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters. This use profile reflects the full spectrum of Aurelius's business operations, which span traditional media, digital content creation, live and recorded entertainment, and technology-driven e-commerce platforms.

Summary Conclusion: Based on our review, the ALTA/NSPS survey is complete and in acceptable form. No material survey defects, encroachments, or boundary irregularities were identified that would adversely affect Tenant's leasehold interest in the Premises. The Building's zoning designation under the New York City Zoning Resolution permits the intended uses as described herein, subject to certain confirmatory steps with respect to the Certificate of Occupancy coverage for studio and production use, which are discussed in detail in Section IV below. This memorandum should be read in conjunction with, and is intended to supplement, the following related work product:

(a) Title Commitment Review Memorandum dated June 12, 2023, prepared by Cynthia Ho and reviewed by Douglas Fairchild; and

(b) Environmental Report Summary Memorandum dated June 5, 2023, prepared by Rafael Dominguez and reviewed by Douglas Fairchild.

Together, these three memoranda constitute the core due diligence documentation package for the Aurelius leasing transaction and should be maintained in the matter file as an integrated set.

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 51st Street and West 52nd Street in the Midtown Manhattan submarket. The Building occupies substantially the entire block front on Seventh Avenue between the cross streets. The Building features a granite-and-glass curtain wall facade, a two-story lobby with attended security, twenty-four (24) passenger elevators arranged in three banks (low-rise, mid-rise, and high-rise), and a dedicated freight and service elevator core. Tenant's Premises on Floors 34 through 38 are serviced by the mid-rise elevator bank.

The Building was developed in 2001 and has been continuously operated as a Class A office tower since its initial construction. The Building achieved LEED Gold certification from the U.S. Green Building Council in 2015, reflecting upgrades to its mechanical systems, energy management, and water conservation infrastructure. The Building is served by a Ashford Partners LLC utility connection for electric and gas, a New York City Department of Environmental Protection ("DEP") water and sewer connection, and fiber-optic telecommunications infrastructure from multiple providers, including Ashgrove & Co., Stonefield Corporation, and Westmark Partners LLC.

The Property is held in fee simple by Greystone Metropolitan Realty LLC. Based on publicly available records, Greystone Metropolitan Realty LLC is a special-purpose entity whose sole member is Greystone Capital Partners Fund VII LP, a Delaware limited partnership. The first mortgage lien of Atlas Continental Bank, N.A. encumbers the fee interest in the Property. As discussed further in Section V below, the subordination, non-disturbance, and attornment agreement ("SNDA") between Tenant and Atlas Continental Bank is currently under negotiation.

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 identification details of the Survey are as follows:

Surveyor: The Survey was prepared by Marcus J. Pellegrino, PLS, a licensed New York State Professional Land Surveyor (License No. 057941), of Pellegrino & Whitfield Surveying, P.C., 280 Madison Avenue, Suite 1201, New York, NY 10016.

Certification: The Survey is certified to the following parties:

(i) Aurelius Media Holdings Inc., a Delaware corporation;

(ii) Calderwood & Harkness LLP, as counsel to Aurelius Media Holdings Inc.;

(iii) Greystone Metropolitan Realty LLC, a Delaware limited liability company;

(iv) Commonwealth Fidelity Title Insurance Co., as title insurer, in connection with Leasehold Owner's Policy No. LTP-2023-07842; and

(v) Atlas Continental Bank, N.A., as holder of the first mortgage lien on the Property.

Date of Field Survey: The field survey was conducted on May 22 through May 24, 2023.

Date of Certification: The Survey bears a certification date of June 1, 2023, which is the most recent revision date reflected on the face of the Survey.

ALTA Table A Optional Items Selected: The Survey includes the following optional Table A items, which were requested by our office in connection with the Tenant's due diligence requirements:

• Item 1: Monuments placed (or a reference to existing monuments) at all major corners of the boundary of the property

• Item 2: Address(es) of the surveyed property, as observed in the field

• Item 3: Flood zone classification with the FEMA Flood Insurance Rate Map number and effective date

• Item 4: Gross land area (in square feet and acres)

• Item 6(a): Evidence of utilities serving the property (observed and referenced)

• Item 6(b): Evidence of utilities observed on or serving the property, with identification of the type and provider where ascertainable

• Item 8: Substantial features observed in the process of conducting the survey (parking lots, drives, sidewalks, landscaping, etc.)

• Item 9: Determination of the zoning district or classification and any overlay zones

• Item 11(a): Exterior dimensions of all buildings at ground level

• Item 11(b): Square footage of exterior footprint of all buildings at ground level

• Item 13: Encroachments, projections, and overhangs (observed and noted)

• Item 16: Evidence of recent earth-moving work, building construction, or building additions observed during the survey

• Item 17: Proposed changes in street right-of-way lines, if available from governing authorities

• Item 18: Pursuant to the boundary description (a) corners and distances confirmed, and (b) total area computed

• Item 19: Professional liability insurance coverage by the surveyor noted on the face of the Survey

The inclusion of these optional items provides a comprehensive survey product that meets the due diligence requirements for both the leasehold title insurance policy and the Tenant's independent review.

B. Legal Description and Boundaries

The Survey depicts the legal description of the Property by metes and bounds, consistent with the legal description set forth in Schedule A of the title commitment issued by Commonwealth Fidelity Title Insurance Co. (Commitment No. LTP-2023-07842), dated June 9, 2023 (the "Title Commitment"). We have compared the metes and bounds description on the face of the Survey with the legal description in the Title Commitment and confirm that they are identical in all material respects.

The Property is an irregularly shaped parcel situated on the westerly side of Seventh Avenue, bounded generally as follows:

• On the east by Seventh Avenue (a public street, approximately 100 feet in width);

• On the north by the southerly line of West 52nd Street (a public street, approximately 60 feet in width);

• On the west by the rear lot lines of parcels fronting on Sixth Avenue (Avenue of the Americas); and

• On the south by the northerly line of West 51st Street (a public street, approximately 60 feet in width).

The lot boundaries, as depicted on the Survey, encompass a gross land area of approximately 40,175 square feet (0.922 acres). All corners and distances were confirmed by the surveyor in the field, and the total area computation is consistent with the area recited in the legal description contained in the Title Commitment.

No gaps, gores, or overlaps with adjoining parcels were identified on the Survey. The boundary lines of the Property close mathematically, and no discrepancies were observed between the deed description, the Title Commitment description, and the field survey. The Survey confirms that the Property fronts on Seventh Avenue, a dedicated and accepted public street in the Borough of Manhattan, City of New York, and also has frontage on West 51st Street and West 52nd Street.

C. Improvements and Building Footprint

The Survey shows the footprint of Greystone Tower, the 52-story Class A office building constructed in 2001 that constitutes the principal improvement on the Property. The exterior dimensions of the Building at ground level are depicted on the Survey in accordance with Table A Item 11(a), and the square footage of the exterior footprint of the Building at ground level is noted in accordance with Table A Item 11(b). The Building footprint occupies substantially the entire lot area, which is characteristic of high-density commercial development in Midtown Manhattan.

The Survey depicts the Building's setbacks, including setbacks from the Seventh Avenue street line, the West 51st Street street line, and the West 52nd Street street line. The setbacks shown are consistent with the zoning requirements applicable to the Property (discussed further in Section IV below) and with the approved building plans filed with the New York City Department of Buildings.

Encroachments — Building onto Adjacent Property or Public Right-of-Way: No encroachments of the Building's above-grade improvements onto adjacent lots or public rights-of-way were identified on the Survey. The below-grade vault space extending beneath the public sidewalk along Seventh Avenue, West 51st Street, and West 52nd Street is subject to a sidewalk and vault agreement with the City of New York (discussed in Section III.D below), which is a standard arrangement for commercial buildings of this type in Manhattan.

Encroachments — Adjacent Structures onto Subject Property: No encroachments by adjacent structures onto the subject Property were identified on the Survey. The surveyor noted no evidence of any improvements, fences, walls, or other structures originating from adjacent parcels that extend onto or over the boundary lines of the Property.

No evidence of recent earth-moving work, new building construction, or building additions was observed during the field survey (Table A Item 16), which is consistent with the Building's status as a fully constructed and stabilized commercial office tower.

D. Easements and Encumbrances Shown on Survey

The Survey depicts the following easements and encumbrances of record, each of which is consistent with the permitted exceptions listed in Schedule B-II of the Title Commitment. We have cross-referenced each easement and encumbrance shown on the Survey with the corresponding exception in the Title Commitment and confirm that no discrepancies exist between the two documents.

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 consistent with the Building's operational requirements. None of the utility easements depicted on the Survey materially affect the Premises on Floors 34 through 38, as all such easements are located at or below street level and within the Building's core mechanical infrastructure.

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 City Department of Transportation ("DOT"). The vault agreement, recorded in the Office of the City Register under CRFN 2001000147893, permits the Landlord to maintain and use the below-grade vault space for mechanical equipment, utility conduits, and building services, subject to the payment of an annual vault fee to the City. This arrangement is entirely standard for Midtown Manhattan buildings with sub-sidewalk vault space and does not adversely affect the Tenant's leasehold interest in the Premises.

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 lot lines of parcels fronting on Sixth Avenue, is a freestanding wall with no shared structural elements.

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 analyzed in the Title Commitment Review Memorandum dated June 12, 2023. As noted in that memorandum, all permitted exceptions are standard and customary for a property of this type and location and do not adversely affect the Tenant's intended use of the Premises.

E. Access and Ingress/Egress

The Survey confirms legal and physical access to the Property from Seventh Avenue, a dedicated and accepted public street in the Borough of Manhattan, City of New York. Additionally, the Property has frontage on and access from West 51st Street and West 52nd Street, both of which are dedicated and accepted public streets.

No obstructions or barriers to pedestrian or vehicular access were identified on the Survey. The following points of access and ingress/egress are depicted:

(a) Main Lobby Entrance: The primary lobby entrance to the Building is located on Seventh Avenue, approximately centered on the block front. The lobby entrance provides pedestrian access to the Building's elevator core and is attended by a 24-hour security desk.

(b) Secondary Entrance: A secondary pedestrian entrance is located on West 52nd Street, providing an alternative point of access for tenants and visitors.

(c) Loading Dock: A loading dock and service entrance are located on West 51st Street, providing vehicular and service access for deliveries, freight, and building maintenance operations. The loading dock accommodates standard delivery trucks and is operated by the Landlord's building management team.

(d) Emergency Egress: The Survey depicts the locations of emergency egress points at ground level, consistent with the Building's approved life safety plan on file with the New York City Fire Department ("FDNY").

The availability of multiple points of access from three public streets ensures that the Tenant will have adequate ingress and egress to the Building and the Premises at all times, consistent with the terms of the proposed Lease.

F. Flood Zone Classification

The Survey includes the flood zone classification for the Property, as required by Table A Item 3. The following information is noted on the face of the Survey:

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

Flood Zone Designation: Zone X (area of minimal flood hazard, outside the 0.2% annual chance floodplain).

The Zone X designation indicates that the Property is not located within a Special Flood Hazard Area ("SFHA") as defined by the Federal Emergency Management Agency ("FEMA"). Accordingly, there is no requirement for the Landlord or the Tenant to obtain flood insurance under the National Flood Insurance Program ("NFIP") based on this classification. The Zone X designation is consistent with the Property's location in Midtown Manhattan, which is situated at a relatively high elevation above sea level and is not within the FEMA-designated coastal flood zones that affect portions of Lower Manhattan and other waterfront areas of New York City.

We note, however, that FEMA periodically updates its flood maps, and the City of New York has been engaged in ongoing discussions with FEMA regarding revised Preliminary Flood Insurance Rate Maps for New York City. While we do not anticipate that any future map revisions would materially affect the Property's flood zone classification given its inland Midtown location, we recommend monitoring any FEMA map revisions during the Lease Term as a matter of prudent risk management.

G. Utilities. The Survey identifies the following utility connections and infrastructure serving the Property, consistent with Table A Items 6(a) and 6(b):

(a) Water: The Building is served by a municipal water connection from the New York City water supply system (DEP), with metered service at the building connection point.

(b) Sanitary Sewer: The Building is connected to the municipal sanitary sewer system (DEP) via connections on West 51st Street and West 52nd Street.

(c) Storm Sewer: The Building's stormwater drainage system is connected to the municipal combined sewer system, consistent with the standard infrastructure in Midtown Manhattan.

(d) Electric: The Building is served by Consolidated Edison Company of New York, Inc. ("Ashford Partners LLC") via a dedicated electric service connection with primary metering at the building level. The Building's electrical infrastructure supports direct metering of individual tenant spaces, and the proposed Lease provides that Tenant shall be responsible for its own electricity consumption in the Premises, measured through submeter or direct meter, as applicable.

(e) Gas: The Building is served by a natural gas connection from Ashford Partners LLC for heating and domestic hot water generation in the Building's central plant.

(f) Telecommunications: The Building is served by fiber-optic telecommunications infrastructure from multiple carriers, including Harborline Industries, Harborline Industries, and Bramwell Partners LLC. Riser capacity for telecommunications cabling is available through the Building's telecommunications riser closets on each floor, and the Tenant will have the ability to engage the carrier(s) of its choice for voice, data, and internet connectivity.

All utility connections identified on the Survey appear adequate for the Building's intended use and current operations. The direct metering arrangement for electricity in the Premises, as contemplated by the proposed Lease, is consistent with the Building's electrical infrastructure as depicted on the Survey and as confirmed by the Landlord's property management team.

H. Parking and Other Site Features

Consistent with the Building's location in the Midtown Manhattan central business district, the Survey depicts no on-site surface parking areas. This is standard for a high-density commercial office tower in this location, where parking is generally provided by independent off-site commercial parking garages in the surrounding area.

The following additional site features are depicted on the Survey:

(a) Building Service Areas: The Survey depicts the building service areas at ground level and below grade, including the loading dock on West 51st Street, the building management and engineering offices, and the main electrical switchgear and mechanical plant rooms in the basement and sub-basement levels.

(b) Mechanical Equipment (Roof): The Survey notes the presence of rooftop mechanical equipment, including cooling towers, air handling units, and telecommunications antenna arrays, on the roof level of the Building. The rooftop mechanical equipment is owned and maintained by the Landlord as part of the Building's common infrastructure, except for certain tenant-specific installations subject to rooftop license agreements.

(c) Mechanical Equipment (Below Grade): The Survey depicts the below-grade mechanical areas, including the boiler plant, chilled water plant, emergency generator systems, fire pump room, and water storage tanks.

(d) Sidewalk and Street-Level Features: The Survey depicts the public sidewalks along Seventh Avenue, West 51st Street, and West 52nd Street, as well as street trees, fire hydrants, utility access points (manholes and pull boxes), and pedestrian traffic signals in the immediate vicinity of the Property.

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 lines close mathematically without discrepancy.

Recommendation: The Survey is acceptable for purposes of the proposed Lease transaction and supports the issuance of the leasehold title insurance policy by Commonwealth Fidelity Title Insurance Co. under Policy No. LTP-2023-07842. No further survey work is required at this time, and no modifications or revisions to the Survey are recommended.

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 Article VIII, Chapter 1 of the ZR (Sections 81-00 et seq.)

The C6-6 zoning district is a high-density commercial district that permits a wide range of commercial uses, including office, retail, hotel, entertainment, and certain community facility uses. The C6-6 district is the highest-density general commercial zoning district in New York City and is mapped in the core of Midtown Manhattan to accommodate the concentration of major office towers, corporate headquarters, and commercial activity that characterizes this area. The C6-6 district carries a maximum commercial Floor Area Ratio ("FAR") of 15.0, which may be increased through the utilization of bonus mechanisms available under the Special Midtown District regulations.

The Special Midtown District (MiD) overlay imposes additional regulations relating to building form, streetwall requirements, daylight evaluation, signage, pedestrian circulation, and certain use restrictions that supplement the underlying C6-6 district regulations. The Special Midtown District regulations are designed to preserve and enhance the character and vitality of the Midtown core, and they apply to all new development and certain changes of use within the district boundaries.

B. Permitted Uses Under the Zoning Resolution

The New York City Zoning Resolution organizes permitted uses into Use Groups (UG), which are enumerated in Sections 32-00 through 32-25 of the ZR (for commercial districts). The C6-6 zoning district permits uses in Use Groups 1 through 12, subject to certain conditions and limitations. Based on our review, the following Use Group classifications are applicable to the Tenant's intended use of the Premises:

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 150,000 RSF of the total 185,000 RSF) will be devoted to general office use, including executive offices, open-plan workspaces, conference rooms, reception areas, and administrative support functions. This use is unambiguously permitted.

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 classification under the ZR:

(a) Recording studios, editing suites, and post-production facilities are generally classified as office-related uses within Use Group 6 when they are operated as part of a media company's corporate headquarters and are not open to the general public for commercial booking or entertainment purposes. To the extent these facilities are used exclusively by Aurelius employees and contractors in connection with Aurelius's media business, they are appropriately classified as accessory to the primary office use.

(b) Broadcast studios and production facilities that involve the production of radio, television, or digital media content may also fall within Use Group 6 as professional offices, provided they are not operated as performance venues open to the public. Section 32-15 of the ZR includes "radio and television studios" as a use permitted in Use Group 6, which supports the conclusion that the Tenant's intended studio and production use is permitted as-of-right.

(c) To the extent any portion of the studio or production facilities could be characterized as an entertainment or amusement use (e.g., if live audiences are admitted to tapings or performances), such use could potentially implicate Use Group 8 (amusement or entertainment) or Use Group 12 (certain commercial entertainment establishments). However, based on our understanding of the Tenant's intended operations, no public-facing entertainment use is contemplated. The studio and production spaces will be private, internal facilities used solely for content creation and production purposes.

Conclusion on Studio/Production Use: The intended studio and production use is permitted as-of-right under Use Group 6 in the C6-6 district, provided that the facilities are operated as part of the Tenant's corporate headquarters and are not open to the general public as entertainment or amusement venues. No special permit or variance is required for this use.

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, fitness areas, wellness rooms, and similar amenity spaces provided exclusively for the use of the Tenant's employees are accessory to the primary office use.

(c) Cafeteria and pantry: An employee cafeteria or pantry operated for the benefit of the Tenant's employees (and not open to the general public as a restaurant) is an accessory use permitted as-of-right.

(d) Showroom space: Showroom space used for the display of media products, merchandise, or promotional materials in connection with the Tenant's e-commerce business is accessory to the primary office use.

(e) Data and server rooms: Data centers, server rooms, and network operations centers operated in connection with the Tenant's e-commerce and media technology operations are accessory to the primary office use, provided they do not exceed the floor area and electrical capacity limitations that would characterize a standalone data center use.

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 Group 6 and are permitted as-of-right.

Overall Conclusion on Permitted Uses: The intended use of the Premises as a general office, studio/production, and ancillary-use facility consistent with the operation of a global media, entertainment, and e-commerce headquarters is permitted under the C6-6 zoning designation and the Special Midtown District overlay. No zoning variances, special permits, or discretionary approvals are required for the Tenant's intended use.

C. Floor Area Ratio (FAR) and Bulk Compliance

The C6-6 zoning district permits a maximum commercial FAR of 15.0, which may be increased to a maximum FAR of 18.0 through the utilization of floor area bonus mechanisms available under the Special Midtown District regulations (including, without limitation, the plaza bonus under Section 81-23, the subway improvement bonus under Section 81-292, and the theater retention bonus under Section 81-744 of the ZR, to the extent applicable).

Based on publicly available records and information provided by the Landlord, the Building's total floor area is approximately 1,450,000 RSF (as measured for zoning floor area purposes). The Property's lot area is approximately 40,175 square feet. Accordingly, the Building's as-built FAR is calculated as follows:

FAR = 1,450,000 ÷ 40,175 ≈ 36.09 (gross RSF basis)

We note, however, that the "rentable square footage" figure used for leasing purposes is not identical to the "zoning floor area" (ZFA) calculation under Section 12-10 of the ZR, which excludes certain areas such as mechanical spaces, below-grade areas, and certain common areas. Based on the Building's Certificate of Occupancy and the zoning floor area calculation on file with the New York City Department of Buildings, the Building's zoning floor area is within the maximum permitted floor area for the lot, inclusive of any applicable floor area bonuses utilized at the time of the Building's original development approval.

No FAR or bulk violations are noted in connection with the Building. The Building was constructed in 2001 and received a final Certificate of Occupancy from the New York City Department of Buildings, confirming compliance with all applicable zoning and building code requirements at the time of construction. No changes to the Building's FAR calculations result from the proposed Lease, as the Tenant's occupancy of Floors 34 through 38 does not involve any construction of additional floor area, structural modifications to the Building's exterior envelope, or other alterations that would affect the Building's zoning floor area.

D. Certificate of Occupancy

The Building holds a valid New York City Department of Buildings Certificate of Occupancy (C of O), identified as C of O No. 104820371, issued on March 14, 2002, with subsequent amendments (the most recent amendment dated September 8, 2018). The Certificate of Occupancy permits commercial office use throughout the Building, including Use Group 6 (offices) on the upper floors and Use Group 6 with retail (Use Group 6/10) on the ground floor and second floor. The C of O also designates the below-grade levels for mechanical, storage, and building service uses.

Recommendation Regarding Studio/Production Use: We recommend confirming with the Landlord and its counsel that the Building's Certificate of Occupancy specifically covers or is consistent with studio and production use on Floors 34 through 38 of the Premises. The C of O, as currently issued, classifies the upper floors as "commercial office" use. While we believe that the Tenant's studio and production use falls within the Use Group 6 classification (as discussed in Section IV.B.2 above), the C of O text itself may not expressly reference "studio" or "production" as a permitted use on the Premises floors.

If the C of O classifies the space solely as "commercial office" without further specification, the studio and production use may require either:

(a) Confirmation from the Landlord (supported by a written opinion or determination from the Landlord's expediter or zoning counsel) that the studio and production use falls within the existing C of O classification and no amendment is required; or

(b) An amendment to the C of O by the Landlord, filed with and approved by the New York City Department of Buildings, to expressly permit studio and production use on the Premises floors.

In either case, the proposed Lease should contain a Landlord representation that the Certificate of Occupancy permits the Tenant's intended use, including studio and production use, or, alternatively, a Landlord covenant to cooperate with and, at Landlord's expense, diligently pursue any necessary amendment to the C of O to permit the intended use. This recommendation is consistent with market practice for leases involving media and entertainment tenants in Class A Manhattan office buildings.

E. Signage and Zoning

The proposed Lease contemplates that Aurelius will have certain signage rights within and on the exterior of the Building, including the following:

(a) Lobby Directory Listing: Aurelius will be listed on the Building's main lobby directory, which is standard for all tenants and does not raise any zoning or regulatory issues.

(b) Elevator Bank Placard: Aurelius will have the right to install one (1) identifying placard at the mid-rise elevator bank lobby on the ground floor. This is an interior sign and does not require zoning or DOB approval.

(c) Exterior Building-Top Sign Position: Aurelius will have the right to install one (1) exterior building-top identification sign, subject to Landlord approval of design and specifications, and subject to all applicable governmental approvals.

Zoning Considerations for Exterior Building-Top Signage: Exterior building-top signage in Midtown Manhattan is subject to the sign regulations of the New York City Zoning Resolution, as set forth in Sections 32-60 through 32-68 of the ZR, including regulations governing size, illumination, height, and placement of signs on commercial buildings. In addition, because the Building is located within the Special Midtown District, the signage may be subject to the additional signage regulations set forth in Section 81-73 of the ZR (Special Midtown District sign regulations), which impose specific controls on the size, height, illumination, and design of signs in the Midtown core area.

The Building's proximity to the Times Square/Midtown corridor may also trigger the application of the signage requirements applicable to the Times Square Subdistrict or the Theater Subdistrict, depending on the precise block and lot location relative to the subdistrict boundaries. Based on our preliminary review, the Property at Block 1024, Lot 18 appears to be located outside the core Times Square signage subdistrict but within the broader Special Midtown District signage regulatory framework. This determination should be confirmed through a more detailed review of the Special Midtown District subdistrict maps.

NYC Department of Buildings Approval: Installation of exterior building-top signage will require the filing of a permit application with the New York City Department of Buildings, including sign-specific structural engineering calculations and certification by a licensed professional engineer or registered architect. The sign installation will also be subject to electrical permit requirements if the sign is illuminated.

Landmarks Preservation Commission: Based on available records, the Building is not individually designated as a New York City landmark, nor is it located within a designated New York City Historic District. Accordingly, Landmarks Preservation Commission ("LPC") review of the exterior signage should not be required. However, if any future landmark designation or historic district designation were to encompass the Building, LPC review and approval would be required for exterior sign installations.

Recommendation: The Lease should clearly allocate responsibility for obtaining all governmental approvals required for the installation of the exterior building-top sign, including zoning compliance confirmation, DOB permits, and any other regulatory approvals. The Lease should specify that the Landlord will cooperate in the signage approval process, including by executing any applications or authorizations that require the building owner's signature, and that the Tenant shall be responsible for the costs of obtaining such approvals and for the design, fabrication, installation, maintenance, and removal of the signage.

F. Landmark or Special District Overlay

As noted in Section IV.A above, the Building is located within the Special Midtown District (MiD), a special purpose zoning district established under Article VIII, Chapter 1 of the New York City Zoning Resolution. The Special Midtown District regulations supplement the underlying C6-6 district regulations and impose additional requirements in the following areas:

(a) Building form and massing: Daylight evaluation requirements, streetwall continuity, setback regulations, and tower coverage controls (Sections 81-20 through 81-29). These regulations apply to new construction and major enlargements and do not affect the Tenant's occupancy of the existing Building.

(b) Pedestrian circulation: Requirements for pedestrian circulation improvements, including subway connections, covered pedestrian spaces, and arcade requirements (Sections 81-40 through 81-49). These regulations were applicable at the time of the Building's original construction and are satisfied by the Building's existing pedestrian circulation features.

(c) Use regulations: Certain special use regulations applicable to the Special Midtown District, including ground-floor retail continuity requirements and restrictions on certain uses (Sections 81-60 through 81-69). These regulations do not affect the Tenant's intended use of the upper-floor Premises.

(d) Signage regulations: As discussed in Section IV.E above, the Special Midtown District imposes additional sign regulations that supplement the underlying C6-6 sign controls (Section 81-73).

Landmark Status: Based on our review of the New York City Landmarks Preservation Commission database and the National Register of Historic Places database, the Building at 787 Seventh Avenue is not individually designated as a New York City Landmark, is not listed on or eligible for listing on the National Register of Historic Places, and is not located within a designated New York City Historic District. The Building was constructed in 2001 and does not meet the typical age threshold for landmark consideration. No pending landmark designation applications affecting the Building were identified.

G. Other Zoning Considerations

We have reviewed the publicly available records of the New York City Department of City Planning ("DCP") and the New York City Board of Standards and Appeals ("BSA") for any pending zoning actions, variances, or special permits affecting the Property. Based on this review, we report the following:

(a) Pending Zoning Actions: No pending zoning map amendments, zoning text amendments, or special permits affecting the Property or the immediately surrounding area were identified in our review of the DCP records. We note that the City of New York periodically considers zoning text amendments and area-wide rezonings that could affect Midtown Manhattan; however, no such actions are currently pending that would directly affect the Property or the Tenant's intended use.

(b) BSA Variances and Special Permits: No active or pending applications before the BSA for variances or special permits affecting the Property were identified. The Building does not appear to be the subject of any outstanding BSA conditions or restrictions.

(c) Restrictive Declarations and Regulatory Agreements: Based on our review of the title commitment and the recorded instruments affecting the Property, the Property is not subject to any restrictive declaration, regulatory agreement, or land disposition agreement that would prohibit or restrict the Tenant's intended use of the Premises. The Property is not subject to any inclusionary housing requirements, affordable housing deed restrictions, or other use limitations imposed through a regulatory agreement with a governmental agency.

No other zoning conditions, restrictions, or encumbrances affecting the Property were identified that would adversely affect the Tenant's intended use of the Premises.

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 Commonwealth Fidelity Title Insurance Co. (Policy No. LTP-2023-07842), dated June 9, 2023, as analyzed in the Title Commitment Review Memorandum dated June 12, 2023, prepared by the undersigned. The legal description on the Survey matches the legal description in the Title Commitment. The easements and encumbrances depicted on the Survey are consistent with the permitted exceptions listed in Schedule B-II of the Title Commitment. No additional or undisclosed encumbrances were revealed by the Survey. The Survey supports the issuance of the leasehold title insurance policy without the need for any survey-related exceptions beyond those already identified as permitted exceptions in the Title Commitment.

Environmental Report. The Survey does not reveal any conditions inconsistent with the Phase I Environmental Site Assessment (the "Phase I ESA") completed June 2, 2023, by Greenfield Environmental Sciences LLC, under the direction of Dr. Nadine Bertram, P.E., which was prepared in accordance with ASTM Standard E1527-21. The Phase I ESA identified no Recognized Environmental Conditions ("RECs"), no Controlled Recognized Environmental Conditions ("CRECs"), and no Historical Recognized Environmental Conditions ("HRECs") affecting the Property, as summarized in the Environmental Report Summary Memorandum dated June 5, 2023, prepared by Rafael Dominguez. The Survey does not depict any evidence of underground storage tanks, surface discoloration, distressed vegetation, or other visual indicators of potential environmental contamination.

SNDA Coordination. The first mortgage lien of Atlas Continental Bank, N.A. (recorded January 15, 2019, in the Office of the City Register under CRFN 2019000028416) is depicted on the Survey as an encumbrance of record and is listed as a permitted exception in the Title Commitment. The subordination, non-disturbance, and attornment agreement ("SNDA") between Aurelius Media Holdings Inc. (as Tenant) and Atlas Continental Bank, N.A. (as Mortgagee) is currently under negotiation. SNDA negotiations commenced on June 20, 2023, with Halsted & Brinkley LLP, counsel to Atlas Continental Bank, representing the Mortgagee. It is anticipated that the SNDA will be finalized and executed concurrently with, or promptly following, the execution of the Lease. The delivery of the SNDA is a condition precedent to the Tenant's obligations under the proposed Lease.

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 Survey are necessary.

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 Tenant's intended use (including studio and production use) or, alternatively, a Landlord covenant to cooperate with and diligently pursue any necessary C of O amendment at Landlord's sole cost and expense. We recommend that this issue be raised with Landlord's counsel at the earliest opportunity to avoid any delays in lease execution.

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 approvals, should specify the Landlord's cooperation obligations (including the execution of owner authorization forms for DOB permit applications), and should address the Tenant's design, installation, maintenance, and removal obligations with respect to the sign. We recommend that a preliminary signage compliance review be conducted by the Landlord's sign expediter prior to Lease execution to confirm feasibility.

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 be monitored during the Lease Term. In particular, any area-wide rezoning initiatives, amendments to the Special Midtown District regulations, or changes to the City's Zoning Resolution that could affect the Tenant's permitted uses, signage rights, or operating conditions should be reviewed promptly as they arise. Additionally, any future revisions to FEMA flood maps should be monitored, although we do not anticipate any material changes to the Property's flood zone classification.

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 intended use is permitted under the applicable zoning designation;

(b) A Landlord representation (or covenant) that the Certificate of Occupancy permits the Tenant's intended use, including studio and production use, or a covenant to obtain any necessary amendment thereto;

(c) A Landlord covenant to maintain the Building in compliance with all applicable laws, codes, and regulations throughout the Lease Term;

(d) Customary provisions allocating responsibility for compliance with laws as between Landlord (base building and common areas) and Tenant (Premises interior and Tenant's specific use);

(e) Signage provisions that clearly define the Tenant's signage rights, the approval process, the allocation of responsibility for governmental approvals, and the Landlord's cooperation obligations; and

(f) An SNDA requirement as a condition precedent to the Tenant's obligations under the Lease.

We are available to discuss these recommendations with you at your convenience and to coordinate with the Landlord's counsel on the open items identified herein.

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 intended for distribution to any third party and should not be relied upon by any person other than the addressee without the prior written consent of Calderwood & Harkness LLP.

TO:	Douglas Fairchild, Partner, Real Estate
FROM:	Cynthia Ho, Associate, Real Estate
DATE:	June 15, 2023
RE:	ALTA/NSPS Land Title Survey and Zoning Review — 787 Seventh Avenue, New York, NY 10019 (Greystone Tower)
CLIENT:	Aurelius Global Media Group PLC / Aurelius Media Holdings Inc.
MATTER NO.:	1017-00009
Field	Detail
Building Name	Greystone Tower (also known as 787 Seventh Avenue)
Street Address	787 Seventh Avenue, New York, NY 10019
Borough	Manhattan, City of New York
Block/Lot (NYC RPIE)	Block 1024, Lot 18
Owner of Record	Greystone Metropolitan Realty LLC, a Delaware limited liability company
Building Class	Class A, LEED Gold certified office tower
Year of Construction	2001
Architect of Record	Fenmore Holdings (per Landlord representation)
Total Floors	52 above grade; 4 below grade (basement, sub-basement, sub-cellar, and mechanical/utility level)
Total Rentable Area	Approximately 1,450,000 RSF
Premises (Tenant's Leased Space)	Floors 34–38, approximately 37,000 RSF per floor, totaling approximately 185,000 RSF
Existing Mortgage Lien	Atlas Continental Bank, N.A., first mortgage lien recorded January 15, 2019, in the Office of the City Register of the City of New York under CRFN 2019000028416; outstanding principal balance approximately $620,000,000

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
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 at the direction of Douglas Fairchild, as lead engagement partner, in connection with our representation of Aurelius Global Media Group PLC and its wholly owned domestic subsidiary, Aurelius Media Holdings Inc. (collectively, "Aurelius" or the "Tenant"), in the proposed leasing transaction described below.
This review is undertaken in connection with the proposed Agreement of Lease (the "Lease") between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for approximately 185,000 rentable square feet ("RSF") comprising the entirety of Floors 34, 35, 36, 37, and 38 of the Building (the "Premises"). The proposed Lease contemplates a fifteen-year term commencing August 1, 2023 and expiring July 31, 2038, with two five-year renewal options, at an initial base rent of approximately $89.00 per RSF, escalating annually at two and one-half percent (2.5%).
The intended use of the Premises is as follows: general office use, studio and production use (including recording studios, content editing suites, production control rooms, and broadcast-ready facilities), and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters. This use profile reflects the full spectrum of Aurelius's business operations, which span traditional media, digital content creation, live and recorded entertainment, and technology-driven e-commerce platforms.
Summary Conclusion: Based on our review, the ALTA/NSPS survey is complete and in acceptable form. No material survey defects, encroachments, or boundary irregularities were identified that would adversely affect Tenant's leasehold interest in the Premises. The Building's zoning designation under the New York City Zoning Resolution permits the intended uses as described herein, subject to certain confirmatory steps with respect to the Certificate of Occupancy coverage for studio and production use, which are discussed in detail in Section IV below. This memorandum should be read in conjunction with, and is intended to supplement, the following related work product:
(a) Title Commitment Review Memorandum dated June 12, 2023, prepared by Cynthia Ho and reviewed by Douglas Fairchild; and
(b) Environmental Report Summary Memorandum dated June 5, 2023, prepared by Rafael Dominguez and reviewed by Douglas Fairchild.
Together, these three memoranda constitute the core due diligence documentation package for the Aurelius leasing transaction and should be maintained in the matter file as an integrated set.
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 51st Street and West 52nd Street in the Midtown Manhattan submarket. The Building occupies substantially the entire block front on Seventh Avenue between the cross streets. The Building features a granite-and-glass curtain wall facade, a two-story lobby with attended security, twenty-four (24) passenger elevators arranged in three banks (low-rise, mid-rise, and high-rise), and a dedicated freight and service elevator core. Tenant's Premises on Floors 34 through 38 are serviced by the mid-rise elevator bank.
The Building was developed in 2001 and has been continuously operated as a Class A office tower since its initial construction. The Building achieved LEED Gold certification from the U.S. Green Building Council in 2015, reflecting upgrades to its mechanical systems, energy management, and water conservation infrastructure. The Building is served by a Ashford Partners LLC utility connection for electric and gas, a New York City Department of Environmental Protection ("DEP") water and sewer connection, and fiber-optic telecommunications infrastructure from multiple providers, including Ashgrove & Co., Stonefield Corporation, and Westmark Partners LLC.
The Property is held in fee simple by Greystone Metropolitan Realty LLC. Based on publicly available records, Greystone Metropolitan Realty LLC is a special-purpose entity whose sole member is Greystone Capital Partners Fund VII LP, a Delaware limited partnership. The first mortgage lien of Atlas Continental Bank, N.A. encumbers the fee interest in the Property. As discussed further in Section V below, the subordination, non-disturbance, and attornment agreement ("SNDA") between Tenant and Atlas Continental Bank is currently under negotiation.
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 identification details of the Survey are as follows:
Surveyor: The Survey was prepared by Marcus J. Pellegrino, PLS, a licensed New York State Professional Land Surveyor (License No. 057941), of Pellegrino & Whitfield Surveying, P.C., 280 Madison Avenue, Suite 1201, New York, NY 10016.
Certification: The Survey is certified to the following parties:
(i) Aurelius Media Holdings Inc., a Delaware corporation;
(ii) Calderwood & Harkness LLP, as counsel to Aurelius Media Holdings Inc.;
(iii) Greystone Metropolitan Realty LLC, a Delaware limited liability company;
(iv) Commonwealth Fidelity Title Insurance Co., as title insurer, in connection with Leasehold Owner's Policy No. LTP-2023-07842; and
(v) Atlas Continental Bank, N.A., as holder of the first mortgage lien on the Property.
Date of Field Survey: The field survey was conducted on May 22 through May 24, 2023.
Date of Certification: The Survey bears a certification date of June 1, 2023, which is the most recent revision date reflected on the face of the Survey.
ALTA Table A Optional Items Selected: The Survey includes the following optional Table A items, which were requested by our office in connection with the Tenant's due diligence requirements:
• Item 1: Monuments placed (or a reference to existing monuments) at all major corners of the boundary of the property
• Item 2: Address(es) of the surveyed property, as observed in the field
• Item 3: Flood zone classification with the FEMA Flood Insurance Rate Map number and effective date
• Item 4: Gross land area (in square feet and acres)
• Item 6(a): Evidence of utilities serving the property (observed and referenced)
• Item 6(b): Evidence of utilities observed on or serving the property, with identification of the type and provider where ascertainable
• Item 8: Substantial features observed in the process of conducting the survey (parking lots, drives, sidewalks, landscaping, etc.)
• Item 9: Determination of the zoning district or classification and any overlay zones
• Item 11(a): Exterior dimensions of all buildings at ground level
• Item 11(b): Square footage of exterior footprint of all buildings at ground level
• Item 13: Encroachments, projections, and overhangs (observed and noted)
• Item 16: Evidence of recent earth-moving work, building construction, or building additions observed during the survey
• Item 17: Proposed changes in street right-of-way lines, if available from governing authorities
• Item 18: Pursuant to the boundary description (a) corners and distances confirmed, and (b) total area computed
• Item 19: Professional liability insurance coverage by the surveyor noted on the face of the Survey
The inclusion of these optional items provides a comprehensive survey product that meets the due diligence requirements for both the leasehold title insurance policy and the Tenant's independent review.
B. Legal Description and Boundaries
The Survey depicts the legal description of the Property by metes and bounds, consistent with the legal description set forth in Schedule A of the title commitment issued by Commonwealth Fidelity Title Insurance Co. (Commitment No. LTP-2023-07842), dated June 9, 2023 (the "Title Commitment"). We have compared the metes and bounds description on the face of the Survey with the legal description in the Title Commitment and confirm that they are identical in all material respects.
The Property is an irregularly shaped parcel situated on the westerly side of Seventh Avenue, bounded generally as follows:
• On the east by Seventh Avenue (a public street, approximately 100 feet in width);
• On the north by the southerly line of West 52nd Street (a public street, approximately 60 feet in width);
• On the west by the rear lot lines of parcels fronting on Sixth Avenue (Avenue of the Americas); and
• On the south by the northerly line of West 51st Street (a public street, approximately 60 feet in width).
The lot boundaries, as depicted on the Survey, encompass a gross land area of approximately 40,175 square feet (0.922 acres). All corners and distances were confirmed by the surveyor in the field, and the total area computation is consistent with the area recited in the legal description contained in the Title Commitment.
No gaps, gores, or overlaps with adjoining parcels were identified on the Survey. The boundary lines of the Property close mathematically, and no discrepancies were observed between the deed description, the Title Commitment description, and the field survey. The Survey confirms that the Property fronts on Seventh Avenue, a dedicated and accepted public street in the Borough of Manhattan, City of New York, and also has frontage on West 51st Street and West 52nd Street.
C. Improvements and Building Footprint
The Survey shows the footprint of Greystone Tower, the 52-story Class A office building constructed in 2001 that constitutes the principal improvement on the Property. The exterior dimensions of the Building at ground level are depicted on the Survey in accordance with Table A Item 11(a), and the square footage of the exterior footprint of the Building at ground level is noted in accordance with Table A Item 11(b). The Building footprint occupies substantially the entire lot area, which is characteristic of high-density commercial development in Midtown Manhattan.
The Survey depicts the Building's setbacks, including setbacks from the Seventh Avenue street line, the West 51st Street street line, and the West 52nd Street street line. The setbacks shown are consistent with the zoning requirements applicable to the Property (discussed further in Section IV below) and with the approved building plans filed with the New York City Department of Buildings.
Encroachments — Building onto Adjacent Property or Public Right-of-Way: No encroachments of the Building's above-grade improvements onto adjacent lots or public rights-of-way were identified on the Survey. The below-grade vault space extending beneath the public sidewalk along Seventh Avenue, West 51st Street, and West 52nd Street is subject to a sidewalk and vault agreement with the City of New York (discussed in Section III.D below), which is a standard arrangement for commercial buildings of this type in Manhattan.
Encroachments — Adjacent Structures onto Subject Property: No encroachments by adjacent structures onto the subject Property were identified on the Survey. The surveyor noted no evidence of any improvements, fences, walls, or other structures originating from adjacent parcels that extend onto or over the boundary lines of the Property.
No evidence of recent earth-moving work, new building construction, or building additions was observed during the field survey (Table A Item 16), which is consistent with the Building's status as a fully constructed and stabilized commercial office tower.
D. Easements and Encumbrances Shown on Survey
The Survey depicts the following easements and encumbrances of record, each of which is consistent with the permitted exceptions listed in Schedule B-II of the Title Commitment. We have cross-referenced each easement and encumbrance shown on the Survey with the corresponding exception in the Title Commitment and confirm that no discrepancies exist between the two documents.
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 consistent with the Building's operational requirements. None of the utility easements depicted on the Survey materially affect the Premises on Floors 34 through 38, as all such easements are located at or below street level and within the Building's core mechanical infrastructure.
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 City Department of Transportation ("DOT"). The vault agreement, recorded in the Office of the City Register under CRFN 2001000147893, permits the Landlord to maintain and use the below-grade vault space for mechanical equipment, utility conduits, and building services, subject to the payment of an annual vault fee to the City. This arrangement is entirely standard for Midtown Manhattan buildings with sub-sidewalk vault space and does not adversely affect the Tenant's leasehold interest in the Premises.
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 lot lines of parcels fronting on Sixth Avenue, is a freestanding wall with no shared structural elements.
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 analyzed in the Title Commitment Review Memorandum dated June 12, 2023. As noted in that memorandum, all permitted exceptions are standard and customary for a property of this type and location and do not adversely affect the Tenant's intended use of the Premises.
E. Access and Ingress/Egress
The Survey confirms legal and physical access to the Property from Seventh Avenue, a dedicated and accepted public street in the Borough of Manhattan, City of New York. Additionally, the Property has frontage on and access from West 51st Street and West 52nd Street, both of which are dedicated and accepted public streets.
No obstructions or barriers to pedestrian or vehicular access were identified on the Survey. The following points of access and ingress/egress are depicted:
(a) Main Lobby Entrance: The primary lobby entrance to the Building is located on Seventh Avenue, approximately centered on the block front. The lobby entrance provides pedestrian access to the Building's elevator core and is attended by a 24-hour security desk.
(b) Secondary Entrance: A secondary pedestrian entrance is located on West 52nd Street, providing an alternative point of access for tenants and visitors.
(c) Loading Dock: A loading dock and service entrance are located on West 51st Street, providing vehicular and service access for deliveries, freight, and building maintenance operations. The loading dock accommodates standard delivery trucks and is operated by the Landlord's building management team.
(d) Emergency Egress: The Survey depicts the locations of emergency egress points at ground level, consistent with the Building's approved life safety plan on file with the New York City Fire Department ("FDNY").
The availability of multiple points of access from three public streets ensures that the Tenant will have adequate ingress and egress to the Building and the Premises at all times, consistent with the terms of the proposed Lease.
F. Flood Zone Classification
The Survey includes the flood zone classification for the Property, as required by Table A Item 3. The following information is noted on the face of the Survey:
FEMA Flood Insurance Rate Map (FIRM): Community Panel No. 3604970234G, effective date September 5, 2007.
Flood Zone Designation: Zone X (area of minimal flood hazard, outside the 0.2% annual chance floodplain).
The Zone X designation indicates that the Property is not located within a Special Flood Hazard Area ("SFHA") as defined by the Federal Emergency Management Agency ("FEMA"). Accordingly, there is no requirement for the Landlord or the Tenant to obtain flood insurance under the National Flood Insurance Program ("NFIP") based on this classification. The Zone X designation is consistent with the Property's location in Midtown Manhattan, which is situated at a relatively high elevation above sea level and is not within the FEMA-designated coastal flood zones that affect portions of Lower Manhattan and other waterfront areas of New York City.
We note, however, that FEMA periodically updates its flood maps, and the City of New York has been engaged in ongoing discussions with FEMA regarding revised Preliminary Flood Insurance Rate Maps for New York City. While we do not anticipate that any future map revisions would materially affect the Property's flood zone classification given its inland Midtown location, we recommend monitoring any FEMA map revisions during the Lease Term as a matter of prudent risk management.
G. Utilities. The Survey identifies the following utility connections and infrastructure serving the Property, consistent with Table A Items 6(a) and 6(b):
(a) Water: The Building is served by a municipal water connection from the New York City water supply system (DEP), with metered service at the building connection point.
(b) Sanitary Sewer: The Building is connected to the municipal sanitary sewer system (DEP) via connections on West 51st Street and West 52nd Street.
(c) Storm Sewer: The Building's stormwater drainage system is connected to the municipal combined sewer system, consistent with the standard infrastructure in Midtown Manhattan.
(d) Electric: The Building is served by Consolidated Edison Company of New York, Inc. ("Ashford Partners LLC") via a dedicated electric service connection with primary metering at the building level. The Building's electrical infrastructure supports direct metering of individual tenant spaces, and the proposed Lease provides that Tenant shall be responsible for its own electricity consumption in the Premises, measured through submeter or direct meter, as applicable.
(e) Gas: The Building is served by a natural gas connection from Ashford Partners LLC for heating and domestic hot water generation in the Building's central plant.
(f) Telecommunications: The Building is served by fiber-optic telecommunications infrastructure from multiple carriers, including Harborline Industries, Harborline Industries, and Bramwell Partners LLC. Riser capacity for telecommunications cabling is available through the Building's telecommunications riser closets on each floor, and the Tenant will have the ability to engage the carrier(s) of its choice for voice, data, and internet connectivity.
All utility connections identified on the Survey appear adequate for the Building's intended use and current operations. The direct metering arrangement for electricity in the Premises, as contemplated by the proposed Lease, is consistent with the Building's electrical infrastructure as depicted on the Survey and as confirmed by the Landlord's property management team.
H. Parking and Other Site Features
Consistent with the Building's location in the Midtown Manhattan central business district, the Survey depicts no on-site surface parking areas. This is standard for a high-density commercial office tower in this location, where parking is generally provided by independent off-site commercial parking garages in the surrounding area.
The following additional site features are depicted on the Survey:
(a) Building Service Areas: The Survey depicts the building service areas at ground level and below grade, including the loading dock on West 51st Street, the building management and engineering offices, and the main electrical switchgear and mechanical plant rooms in the basement and sub-basement levels.
(b) Mechanical Equipment (Roof): The Survey notes the presence of rooftop mechanical equipment, including cooling towers, air handling units, and telecommunications antenna arrays, on the roof level of the Building. The rooftop mechanical equipment is owned and maintained by the Landlord as part of the Building's common infrastructure, except for certain tenant-specific installations subject to rooftop license agreements.
(c) Mechanical Equipment (Below Grade): The Survey depicts the below-grade mechanical areas, including the boiler plant, chilled water plant, emergency generator systems, fire pump room, and water storage tanks.
(d) Sidewalk and Street-Level Features: The Survey depicts the public sidewalks along Seventh Avenue, West 51st Street, and West 52nd Street, as well as street trees, fire hydrants, utility access points (manholes and pull boxes), and pedestrian traffic signals in the immediate vicinity of the Property.
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 lines close mathematically without discrepancy.
Recommendation: The Survey is acceptable for purposes of the proposed Lease transaction and supports the issuance of the leasehold title insurance policy by Commonwealth Fidelity Title Insurance Co. under Policy No. LTP-2023-07842. No further survey work is required at this time, and no modifications or revisions to the Survey are recommended.
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 Article VIII, Chapter 1 of the ZR (Sections 81-00 et seq.)
The C6-6 zoning district is a high-density commercial district that permits a wide range of commercial uses, including office, retail, hotel, entertainment, and certain community facility uses. The C6-6 district is the highest-density general commercial zoning district in New York City and is mapped in the core of Midtown Manhattan to accommodate the concentration of major office towers, corporate headquarters, and commercial activity that characterizes this area. The C6-6 district carries a maximum commercial Floor Area Ratio ("FAR") of 15.0, which may be increased through the utilization of bonus mechanisms available under the Special Midtown District regulations.
The Special Midtown District (MiD) overlay imposes additional regulations relating to building form, streetwall requirements, daylight evaluation, signage, pedestrian circulation, and certain use restrictions that supplement the underlying C6-6 district regulations. The Special Midtown District regulations are designed to preserve and enhance the character and vitality of the Midtown core, and they apply to all new development and certain changes of use within the district boundaries.
B. Permitted Uses Under the Zoning Resolution
The New York City Zoning Resolution organizes permitted uses into Use Groups (UG), which are enumerated in Sections 32-00 through 32-25 of the ZR (for commercial districts). The C6-6 zoning district permits uses in Use Groups 1 through 12, subject to certain conditions and limitations. Based on our review, the following Use Group classifications are applicable to the Tenant's intended use of the Premises:
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 150,000 RSF of the total 185,000 RSF) will be devoted to general office use, including executive offices, open-plan workspaces, conference rooms, reception areas, and administrative support functions. This use is unambiguously permitted.
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 classification under the ZR:
(a) Recording studios, editing suites, and post-production facilities are generally classified as office-related uses within Use Group 6 when they are operated as part of a media company's corporate headquarters and are not open to the general public for commercial booking or entertainment purposes. To the extent these facilities are used exclusively by Aurelius employees and contractors in connection with Aurelius's media business, they are appropriately classified as accessory to the primary office use.
(b) Broadcast studios and production facilities that involve the production of radio, television, or digital media content may also fall within Use Group 6 as professional offices, provided they are not operated as performance venues open to the public. Section 32-15 of the ZR includes "radio and television studios" as a use permitted in Use Group 6, which supports the conclusion that the Tenant's intended studio and production use is permitted as-of-right.
(c) To the extent any portion of the studio or production facilities could be characterized as an entertainment or amusement use (e.g., if live audiences are admitted to tapings or performances), such use could potentially implicate Use Group 8 (amusement or entertainment) or Use Group 12 (certain commercial entertainment establishments). However, based on our understanding of the Tenant's intended operations, no public-facing entertainment use is contemplated. The studio and production spaces will be private, internal facilities used solely for content creation and production purposes.
Conclusion on Studio/Production Use: The intended studio and production use is permitted as-of-right under Use Group 6 in the C6-6 district, provided that the facilities are operated as part of the Tenant's corporate headquarters and are not open to the general public as entertainment or amusement venues. No special permit or variance is required for this use.
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, fitness areas, wellness rooms, and similar amenity spaces provided exclusively for the use of the Tenant's employees are accessory to the primary office use.
(c) Cafeteria and pantry: An employee cafeteria or pantry operated for the benefit of the Tenant's employees (and not open to the general public as a restaurant) is an accessory use permitted as-of-right.
(d) Showroom space: Showroom space used for the display of media products, merchandise, or promotional materials in connection with the Tenant's e-commerce business is accessory to the primary office use.
(e) Data and server rooms: Data centers, server rooms, and network operations centers operated in connection with the Tenant's e-commerce and media technology operations are accessory to the primary office use, provided they do not exceed the floor area and electrical capacity limitations that would characterize a standalone data center use.
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 Group 6 and are permitted as-of-right.
Overall Conclusion on Permitted Uses: The intended use of the Premises as a general office, studio/production, and ancillary-use facility consistent with the operation of a global media, entertainment, and e-commerce headquarters is permitted under the C6-6 zoning designation and the Special Midtown District overlay. No zoning variances, special permits, or discretionary approvals are required for the Tenant's intended use.
C. Floor Area Ratio (FAR) and Bulk Compliance
The C6-6 zoning district permits a maximum commercial FAR of 15.0, which may be increased to a maximum FAR of 18.0 through the utilization of floor area bonus mechanisms available under the Special Midtown District regulations (including, without limitation, the plaza bonus under Section 81-23, the subway improvement bonus under Section 81-292, and the theater retention bonus under Section 81-744 of the ZR, to the extent applicable).
Based on publicly available records and information provided by the Landlord, the Building's total floor area is approximately 1,450,000 RSF (as measured for zoning floor area purposes). The Property's lot area is approximately 40,175 square feet. Accordingly, the Building's as-built FAR is calculated as follows:
FAR = 1,450,000 ÷ 40,175 ≈ 36.09 (gross RSF basis)
We note, however, that the "rentable square footage" figure used for leasing purposes is not identical to the "zoning floor area" (ZFA) calculation under Section 12-10 of the ZR, which excludes certain areas such as mechanical spaces, below-grade areas, and certain common areas. Based on the Building's Certificate of Occupancy and the zoning floor area calculation on file with the New York City Department of Buildings, the Building's zoning floor area is within the maximum permitted floor area for the lot, inclusive of any applicable floor area bonuses utilized at the time of the Building's original development approval.
No FAR or bulk violations are noted in connection with the Building. The Building was constructed in 2001 and received a final Certificate of Occupancy from the New York City Department of Buildings, confirming compliance with all applicable zoning and building code requirements at the time of construction. No changes to the Building's FAR calculations result from the proposed Lease, as the Tenant's occupancy of Floors 34 through 38 does not involve any construction of additional floor area, structural modifications to the Building's exterior envelope, or other alterations that would affect the Building's zoning floor area.
D. Certificate of Occupancy
The Building holds a valid New York City Department of Buildings Certificate of Occupancy (C of O), identified as C of O No. 104820371, issued on March 14, 2002, with subsequent amendments (the most recent amendment dated September 8, 2018). The Certificate of Occupancy permits commercial office use throughout the Building, including Use Group 6 (offices) on the upper floors and Use Group 6 with retail (Use Group 6/10) on the ground floor and second floor. The C of O also designates the below-grade levels for mechanical, storage, and building service uses.
Recommendation Regarding Studio/Production Use: We recommend confirming with the Landlord and its counsel that the Building's Certificate of Occupancy specifically covers or is consistent with studio and production use on Floors 34 through 38 of the Premises. The C of O, as currently issued, classifies the upper floors as "commercial office" use. While we believe that the Tenant's studio and production use falls within the Use Group 6 classification (as discussed in Section IV.B.2 above), the C of O text itself may not expressly reference "studio" or "production" as a permitted use on the Premises floors.
If the C of O classifies the space solely as "commercial office" without further specification, the studio and production use may require either:
(a) Confirmation from the Landlord (supported by a written opinion or determination from the Landlord's expediter or zoning counsel) that the studio and production use falls within the existing C of O classification and no amendment is required; or
(b) An amendment to the C of O by the Landlord, filed with and approved by the New York City Department of Buildings, to expressly permit studio and production use on the Premises floors.
In either case, the proposed Lease should contain a Landlord representation that the Certificate of Occupancy permits the Tenant's intended use, including studio and production use, or, alternatively, a Landlord covenant to cooperate with and, at Landlord's expense, diligently pursue any necessary amendment to the C of O to permit the intended use. This recommendation is consistent with market practice for leases involving media and entertainment tenants in Class A Manhattan office buildings.
E. Signage and Zoning
The proposed Lease contemplates that Aurelius will have certain signage rights within and on the exterior of the Building, including the following:
(a) Lobby Directory Listing: Aurelius will be listed on the Building's main lobby directory, which is standard for all tenants and does not raise any zoning or regulatory issues.
(b) Elevator Bank Placard: Aurelius will have the right to install one (1) identifying placard at the mid-rise elevator bank lobby on the ground floor. This is an interior sign and does not require zoning or DOB approval.
(c) Exterior Building-Top Sign Position: Aurelius will have the right to install one (1) exterior building-top identification sign, subject to Landlord approval of design and specifications, and subject to all applicable governmental approvals.
Zoning Considerations for Exterior Building-Top Signage: Exterior building-top signage in Midtown Manhattan is subject to the sign regulations of the New York City Zoning Resolution, as set forth in Sections 32-60 through 32-68 of the ZR, including regulations governing size, illumination, height, and placement of signs on commercial buildings. In addition, because the Building is located within the Special Midtown District, the signage may be subject to the additional signage regulations set forth in Section 81-73 of the ZR (Special Midtown District sign regulations), which impose specific controls on the size, height, illumination, and design of signs in the Midtown core area.
The Building's proximity to the Times Square/Midtown corridor may also trigger the application of the signage requirements applicable to the Times Square Subdistrict or the Theater Subdistrict, depending on the precise block and lot location relative to the subdistrict boundaries. Based on our preliminary review, the Property at Block 1024, Lot 18 appears to be located outside the core Times Square signage subdistrict but within the broader Special Midtown District signage regulatory framework. This determination should be confirmed through a more detailed review of the Special Midtown District subdistrict maps.
NYC Department of Buildings Approval: Installation of exterior building-top signage will require the filing of a permit application with the New York City Department of Buildings, including sign-specific structural engineering calculations and certification by a licensed professional engineer or registered architect. The sign installation will also be subject to electrical permit requirements if the sign is illuminated.
Landmarks Preservation Commission: Based on available records, the Building is not individually designated as a New York City landmark, nor is it located within a designated New York City Historic District. Accordingly, Landmarks Preservation Commission ("LPC") review of the exterior signage should not be required. However, if any future landmark designation or historic district designation were to encompass the Building, LPC review and approval would be required for exterior sign installations.
Recommendation: The Lease should clearly allocate responsibility for obtaining all governmental approvals required for the installation of the exterior building-top sign, including zoning compliance confirmation, DOB permits, and any other regulatory approvals. The Lease should specify that the Landlord will cooperate in the signage approval process, including by executing any applications or authorizations that require the building owner's signature, and that the Tenant shall be responsible for the costs of obtaining such approvals and for the design, fabrication, installation, maintenance, and removal of the signage.
F. Landmark or Special District Overlay
As noted in Section IV.A above, the Building is located within the Special Midtown District (MiD), a special purpose zoning district established under Article VIII, Chapter 1 of the New York City Zoning Resolution. The Special Midtown District regulations supplement the underlying C6-6 district regulations and impose additional requirements in the following areas:
(a) Building form and massing: Daylight evaluation requirements, streetwall continuity, setback regulations, and tower coverage controls (Sections 81-20 through 81-29). These regulations apply to new construction and major enlargements and do not affect the Tenant's occupancy of the existing Building.
(b) Pedestrian circulation: Requirements for pedestrian circulation improvements, including subway connections, covered pedestrian spaces, and arcade requirements (Sections 81-40 through 81-49). These regulations were applicable at the time of the Building's original construction and are satisfied by the Building's existing pedestrian circulation features.
(c) Use regulations: Certain special use regulations applicable to the Special Midtown District, including ground-floor retail continuity requirements and restrictions on certain uses (Sections 81-60 through 81-69). These regulations do not affect the Tenant's intended use of the upper-floor Premises.
(d) Signage regulations: As discussed in Section IV.E above, the Special Midtown District imposes additional sign regulations that supplement the underlying C6-6 sign controls (Section 81-73).
Landmark Status: Based on our review of the New York City Landmarks Preservation Commission database and the National Register of Historic Places database, the Building at 787 Seventh Avenue is not individually designated as a New York City Landmark, is not listed on or eligible for listing on the National Register of Historic Places, and is not located within a designated New York City Historic District. The Building was constructed in 2001 and does not meet the typical age threshold for landmark consideration. No pending landmark designation applications affecting the Building were identified.
G. Other Zoning Considerations
We have reviewed the publicly available records of the New York City Department of City Planning ("DCP") and the New York City Board of Standards and Appeals ("BSA") for any pending zoning actions, variances, or special permits affecting the Property. Based on this review, we report the following:
(a) Pending Zoning Actions: No pending zoning map amendments, zoning text amendments, or special permits affecting the Property or the immediately surrounding area were identified in our review of the DCP records. We note that the City of New York periodically considers zoning text amendments and area-wide rezonings that could affect Midtown Manhattan; however, no such actions are currently pending that would directly affect the Property or the Tenant's intended use.
(b) BSA Variances and Special Permits: No active or pending applications before the BSA for variances or special permits affecting the Property were identified. The Building does not appear to be the subject of any outstanding BSA conditions or restrictions.
(c) Restrictive Declarations and Regulatory Agreements: Based on our review of the title commitment and the recorded instruments affecting the Property, the Property is not subject to any restrictive declaration, regulatory agreement, or land disposition agreement that would prohibit or restrict the Tenant's intended use of the Premises. The Property is not subject to any inclusionary housing requirements, affordable housing deed restrictions, or other use limitations imposed through a regulatory agreement with a governmental agency.
No other zoning conditions, restrictions, or encumbrances affecting the Property were identified that would adversely affect the Tenant's intended use of the Premises.
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 Commonwealth Fidelity Title Insurance Co. (Policy No. LTP-2023-07842), dated June 9, 2023, as analyzed in the Title Commitment Review Memorandum dated June 12, 2023, prepared by the undersigned. The legal description on the Survey matches the legal description in the Title Commitment. The easements and encumbrances depicted on the Survey are consistent with the permitted exceptions listed in Schedule B-II of the Title Commitment. No additional or undisclosed encumbrances were revealed by the Survey. The Survey supports the issuance of the leasehold title insurance policy without the need for any survey-related exceptions beyond those already identified as permitted exceptions in the Title Commitment.
Environmental Report. The Survey does not reveal any conditions inconsistent with the Phase I Environmental Site Assessment (the "Phase I ESA") completed June 2, 2023, by Greenfield Environmental Sciences LLC, under the direction of Dr. Nadine Bertram, P.E., which was prepared in accordance with ASTM Standard E1527-21. The Phase I ESA identified no Recognized Environmental Conditions ("RECs"), no Controlled Recognized Environmental Conditions ("CRECs"), and no Historical Recognized Environmental Conditions ("HRECs") affecting the Property, as summarized in the Environmental Report Summary Memorandum dated June 5, 2023, prepared by Rafael Dominguez. The Survey does not depict any evidence of underground storage tanks, surface discoloration, distressed vegetation, or other visual indicators of potential environmental contamination.
SNDA Coordination. The first mortgage lien of Atlas Continental Bank, N.A. (recorded January 15, 2019, in the Office of the City Register under CRFN 2019000028416) is depicted on the Survey as an encumbrance of record and is listed as a permitted exception in the Title Commitment. The subordination, non-disturbance, and attornment agreement ("SNDA") between Aurelius Media Holdings Inc. (as Tenant) and Atlas Continental Bank, N.A. (as Mortgagee) is currently under negotiation. SNDA negotiations commenced on June 20, 2023, with Halsted & Brinkley LLP, counsel to Atlas Continental Bank, representing the Mortgagee. It is anticipated that the SNDA will be finalized and executed concurrently with, or promptly following, the execution of the Lease. The delivery of the SNDA is a condition precedent to the Tenant's obligations under the proposed Lease.
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 Survey are necessary.
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 Tenant's intended use (including studio and production use) or, alternatively, a Landlord covenant to cooperate with and diligently pursue any necessary C of O amendment at Landlord's sole cost and expense. We recommend that this issue be raised with Landlord's counsel at the earliest opportunity to avoid any delays in lease execution.
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 approvals, should specify the Landlord's cooperation obligations (including the execution of owner authorization forms for DOB permit applications), and should address the Tenant's design, installation, maintenance, and removal obligations with respect to the sign. We recommend that a preliminary signage compliance review be conducted by the Landlord's sign expediter prior to Lease execution to confirm feasibility.
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 be monitored during the Lease Term. In particular, any area-wide rezoning initiatives, amendments to the Special Midtown District regulations, or changes to the City's Zoning Resolution that could affect the Tenant's permitted uses, signage rights, or operating conditions should be reviewed promptly as they arise. Additionally, any future revisions to FEMA flood maps should be monitored, although we do not anticipate any material changes to the Property's flood zone classification.
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 intended use is permitted under the applicable zoning designation;
(b) A Landlord representation (or covenant) that the Certificate of Occupancy permits the Tenant's intended use, including studio and production use, or a covenant to obtain any necessary amendment thereto;
(c) A Landlord covenant to maintain the Building in compliance with all applicable laws, codes, and regulations throughout the Lease Term;
(d) Customary provisions allocating responsibility for compliance with laws as between Landlord (base building and common areas) and Tenant (Premises interior and Tenant's specific use);
(e) Signage provisions that clearly define the Tenant's signage rights, the approval process, the allocation of responsibility for governmental approvals, and the Landlord's cooperation obligations; and
(f) An SNDA requirement as a condition precedent to the Tenant's obligations under the Lease.
We are available to discuss these recommendations with you at your convenience and to coordinate with the Landlord's counsel on the open items identified herein.
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 intended for distribution to any third party and should not be relied upon by any person other than the addressee without the prior written consent of Calderwood & Harkness LLP.
TO: | Douglas Fairchild, Partner, Real Estate
FROM: | Cynthia Ho, Associate, Real Estate
DATE: | June 15, 2023
RE: | ALTA/NSPS Land Title Survey and Zoning Review — 787 Seventh Avenue, New York, NY 10019 (Greystone Tower)
CLIENT: | Aurelius Global Media Group PLC / Aurelius Media Holdings Inc.
MATTER NO.: | 1017-00009
Field | Detail
Building Name | Greystone Tower (also known as 787 Seventh Avenue)
Street Address | 787 Seventh Avenue, New York, NY 10019
Borough | Manhattan, City of New York
Block/Lot (NYC RPIE) | Block 1024, Lot 18
Owner of Record | Greystone Metropolitan Realty LLC, a Delaware limited liability company
Building Class | Class A, LEED Gold certified office tower
Year of Construction | 2001
Architect of Record | Fenmore Holdings (per Landlord representation)
Total Floors | 52 above grade; 4 below grade (basement, sub-basement, sub-cellar, and mechanical/utility level)
Total Rentable Area | Approximately 1,450,000 RSF
Premises (Tenant's Leased Space) | Floors 34–38, approximately 37,000 RSF per floor, totaling approximately 185,000 RSF
Existing Mortgage Lien | Atlas Continental Bank, N.A., first mortgage lien recorded January 15, 2019, in the Office of the City Register of the City of New York under CRFN 2019000028416; outstanding principal balance approximately $620,000,000

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