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SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

Dated as of July 10, 2023

among

ATLAS CONTINENTAL BANK, N.A. as Lender

GREYSTONE METROPOLITAN REALTY LLC as Landlord/Borrower

AURELIUS MEDIA HOLDINGS INC. as Tenant

Property: Greystone Tower 787 Seventh Avenue, New York, New York 10019 Block 1024, Lot 18, Borough of Manhattan

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

This Subordination, Non-Disturbance and Attornment Agreement (this "Agreement") is entered into as of July 10, 2023, by and among:

ATLAS CONTINENTAL BANK, N.A., a national banking association organized under the laws of the United States, having an office at 277 Park Avenue, New York, New York 10172 (together with its successors and assigns, "Lender");

GREYSTONE METROPOLITAN REALTY LLC, a Delaware limited liability company, having an office at 600 Lexington Avenue, 32nd Floor, New York, New York 10022 ("Landlord" or "Borrower"); and

AURELIUS MEDIA HOLDINGS INC., a Delaware corporation, having an office at 787 Seventh Avenue, Floors 34–38, New York, New York 10019 ("Tenant").

Lender, Landlord, and Tenant are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Landlord is the fee simple owner of the real property and improvements commonly known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019, designated as Block 1024, Lot 18, Borough of Manhattan, City and County of New York, State of New York, as more particularly described on Exhibit A attached hereto (the "Building" or "Property"); and

WHEREAS, Lender has made a mortgage loan to Landlord in connection with the Property, which loan is secured by, among other things, a first priority mortgage lien on the Property and the rents and profits thereof (the "Mortgage"), which Mortgage was recorded on January 15, 2019, in the Office of the City Register of the City of New York, New York County, at CRFN 2019000012438, as the same may have been amended, modified, extended, consolidated, replaced, or restated from time to time, with an outstanding principal balance of approximately Six Hundred Twenty Million and 00/100 Dollars ($620,000,000.00) as of the date hereof; and

WHEREAS, Landlord, as landlord, and Tenant, as tenant, have entered into that certain Agreement of Lease dated as of July 13, 2023 (as the same may be amended, modified, or supplemented from time to time in accordance with this Agreement, the "Lease"), a description of which is set forth on Exhibit B attached hereto, pursuant to which Landlord has leased to Tenant approximately one hundred eighty-five thousand (185,000) rentable square feet of office space located on Floors 34, 35, 36, 37, and 38 of the Building (the "Premises"); and

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

WHEREAS, the Lease provides Tenant with certain options, rights, and privileges, including, without limitation, (i) an expansion option with respect to Floors 39 and 40 of the Building, (ii) a right of first offer with respect to space on Floors 30, 31, 32, and 33 of the Building, (iii) two (2) consecutive five (5)-year renewal options, (iv) signage rights, (v) certain rights related to assignment and change of control, and (vi) a tenant improvement allowance and other economic concessions, all as more particularly set forth in the Lease; and

WHEREAS, the Lease requires, as a condition precedent to the Commencement Date, the delivery by Lender of this Agreement to Tenant; and

WHEREAS, Tenant's obligations under the Lease are guaranteed by Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales (the "Guarantor"), pursuant to a Guaranty of Lease of even date with the Lease (the "Guaranty"), with a guaranty cap of Eighteen Million and 00/100 Dollars ($18,000,000.00); and

WHEREAS, Lender, Landlord, and Tenant desire to set forth their respective rights and obligations with respect to the Lease, the Mortgage, and the Property, and to confirm the agreement of the Parties with respect to the subordination of the Lease to the Mortgage, the non-disturbance of Tenant's rights under the Lease, and Tenant's attornment to any Successor Landlord (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I — DEFINITIONS

1.1 "Foreclosure Event" shall mean any foreclosure of the Mortgage, whether by judicial proceeding, power of sale, or otherwise, any sale of the Property pursuant to the Mortgage or in connection with any proceedings under the Mortgage, any transfer of the Property by deed-in-lieu of foreclosure accepted by Lender (or its nominee or designee), or any other exercise of rights or remedies by Lender under the Mortgage, the loan documents related thereto, or applicable law, by virtue of which a Successor Landlord acquires title to or possession of the Property.

1.2 "Lease" shall mean the Agreement of Lease dated as of July 13, 2023, between Landlord, as landlord, and Tenant, as tenant, together with all exhibits, schedules, riders, amendments, modifications, supplements, and side letters thereto, as the same may be amended, modified, or supplemented from time to time in accordance with the provisions of this Agreement.

1.3 "Mortgage" shall mean the first priority mortgage lien on the Property granted by Landlord in favor of Lender, recorded on January 15, 2019, in the Office of the City Register of the City of New York, New York County, at CRFN 2019000012438, together with all amendments, modifications, extensions, consolidations, replacements, increases, spreaders, and restatements thereof, and all of the other loan documents evidencing, securing, or otherwise relating to the indebtedness secured thereby.

1.4 "Premises" shall mean Floors 34, 35, 36, 37, and 38 of the Building, comprising approximately one hundred eighty-five thousand (185,000) rentable square feet of office space, as more particularly described in the Lease.

1.5 "Property" shall mean the real property and improvements located at 787 Seventh Avenue, New York, New York 10019, commonly known as Greystone Tower, designated as Block 1024, Lot 18, Borough of Manhattan, City and County of New York, State of New York, as more particularly described on Exhibit A attached hereto and made a part hereof, together with all appurtenant rights, easements, and privileges.

1.6 "Successor Landlord" shall mean any person or entity (including, without limitation, Lender or any affiliate, nominee, or designee of Lender) that acquires title to, or possessory rights in, all or any portion of the Property pursuant to or in connection with a Foreclosure Event.

1.7 "Tenant Default" shall mean an event of default by Tenant under the Lease that has occurred and is continuing, and which has not been cured within any applicable notice and cure periods provided in the Lease, entitling the landlord under the Lease to exercise remedies thereunder.

ARTICLE II — SUBORDINATION

2.1 Subordination of Lease to Mortgage. Tenant hereby agrees that the Lease and all of Tenant's rights, titles, interests, estates, options, liens, charges, and claims in, to, or under the Lease and the Premises are and shall be subject and subordinate in all respects to the lien, operation, and effect of the Mortgage, and to all renewals, amendments, modifications, consolidations, replacements, increases, extensions, and restatements thereof, as if the Mortgage had been executed, delivered, and recorded prior to the execution and delivery of the Lease. The foregoing subordination is expressly subject to and conditioned upon the non-disturbance provisions set forth in Article III of this Agreement. In no event shall the subordination effected by this Section 2.1 diminish or impair the non-disturbance protections afforded to Tenant pursuant to Article III hereof.

2.2 Self-Operative Nature. The subordination provided for in Section 2.1 hereof shall be self-operative and no further instrument of subordination shall be required to effectuate such subordination. Without limiting the foregoing, Tenant shall, upon the reasonable request of Lender and at no cost or expense to Tenant, execute, acknowledge, and deliver such further instruments confirming the subordination of the Lease to the lien of the Mortgage as Lender may from time to time reasonably request, provided that any such instrument does not materially increase Tenant's obligations or materially diminish Tenant's rights under this Agreement or the Lease.

2.3 Future Financing. In the event that Lender assigns the Mortgage or the indebtedness secured thereby, or in the event that the Property is refinanced with a new mortgage or deed of trust, the subordination provisions of this Agreement shall inure to the benefit of any successor lender, assignee, or holder of such new mortgage, provided that such successor lender, assignee, or holder enters into a subordination, non-disturbance and attornment agreement with Tenant on terms and conditions no less favorable to Tenant in any material respect than those contained in this Agreement. Lender shall use commercially reasonable efforts to obtain such an agreement from any such successor lender, assignee, or holder in connection with any such assignment or refinancing. In the event that Lender fails to cause any such successor lender, assignee, or holder to deliver such an agreement to Tenant, such failure shall not affect the validity of the subordination set forth in Section 2.1, but the non-disturbance protections of Article III shall continue to apply and be binding upon such successor lender, assignee, or holder by virtue of this Agreement.

ARTICLE III — NON-DISTURBANCE

3.1 Lender's Covenant of Non-Disturbance. Lender hereby covenants and agrees that so long as no Tenant Default exists at the time of any Foreclosure Event, Lender shall not, in the exercise of any rights or remedies under the Mortgage, any related loan documents, or applicable law (including, without limitation, in connection with any Foreclosure Event):

(a) terminate or disturb Tenant's actual or constructive possession of the Premises, or Tenant's rights under the Lease, or take any action that would have the effect of terminating or materially interfering with Tenant's use and quiet enjoyment of the Premises in accordance with the terms of the Lease;

(b) join Tenant as a party defendant in any action or proceeding to foreclose the Mortgage or to enforce any rights or remedies of Lender under the Mortgage or any related loan documents, other than as may be required by applicable law, statute, or rule of court solely for procedural purposes (including, without limitation, as a nominal party defendant in a foreclosure action pursuant to Section 1311 of the New York Real Property Actions and Proceedings Law), in which case Lender shall not seek any judgment, order, or other relief against Tenant or the Lease, and Lender shall not seek to terminate the Lease, dispossess Tenant, or otherwise adversely affect Tenant's rights under the Lease in any such proceeding; or

(c) terminate, modify, cancel, or interfere with any of Tenant's rights, options, privileges, or entitlements under the Lease, including, without limitation: (i) Tenant's expansion option with respect to Floors 39 and 40 of the Building; (ii) Tenant's right of first offer with respect to space on Floors 30, 31, 32, and 33 of the Building; (iii) Tenant's two (2) consecutive five (5)-year renewal options; (iv) Tenant's rights of assignment, subletting, and change of control as set forth in the Lease; (v) Tenant's signage rights as set forth in the Lease; (vi) Tenant's entitlement to the tenant improvement allowance, any excess tenant improvement allowance, and any other credits, abatements, offsets, or concessions provided under the Lease; (vii) Tenant's rights with respect to any construction, alterations, or improvements to the Premises; and (viii) any other rights, options, or privileges granted to Tenant under the Lease.

3.2 Survival of Lease. In the event of a Foreclosure Event, the Lease shall not be terminated, extinguished, or cut off as a result of such Foreclosure Event, but rather shall continue in full force and effect as a direct lease between the Successor Landlord, as landlord, and Tenant, as tenant, upon all of the terms, covenants, conditions, and provisions set forth in the Lease (subject to the provisions of Article V hereof), and Tenant's occupancy, possession, and rights under the Lease shall not be disturbed, diminished, or interfered with, so long as no Tenant Default exists at the time of such Foreclosure Event. The foregoing covenant shall be binding upon Lender and any Successor Landlord and shall inure to the benefit of Tenant and its successors and permitted assigns.

3.3 Preservation of Options and Rights. All expansion options, rights of first offer, renewal options, purchase options (if any), rights of assignment and subletting, signage rights, and any and all other rights, options, privileges, and entitlements of Tenant under the Lease shall survive any Foreclosure Event and shall be fully binding upon and enforceable against the Successor Landlord to the same extent and in the same manner as such rights would have been binding upon and enforceable against Landlord, so long as no Tenant Default exists at the time of such Foreclosure Event. Lender acknowledges that the preservation of such rights is a material inducement to Tenant's entry into the Lease and this Agreement.

ARTICLE IV — ATTORNMENT

4.1 Tenant's Agreement to Attorn. Tenant hereby agrees that, in the event of a Foreclosure Event, Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under the Lease, and Tenant shall be bound to the Successor Landlord under all of the terms, covenants, conditions, and provisions of the Lease for the balance of the term thereof then remaining (including any extensions or renewals thereof that may be effected in accordance with the terms of the Lease), with the same force and effect as if the Successor Landlord were the original landlord named in the Lease, subject to the provisions of this Agreement. Such attornment shall be effective and self-operative immediately upon the Successor Landlord's acquisition of title to, or possessory rights in, the Property, without the necessity of any further act or deed on the part of any of the Parties hereto. Tenant agrees to make all payments of rent, additional rent, and other charges under the Lease directly to the Successor Landlord or as the Successor Landlord may direct, from and after the date upon which Tenant receives written notice that such Successor Landlord has acquired title to or possession of the Property.

4.2 Self-Operative Attornment. The provisions of this Article IV shall be self-operative and effective without the execution of any further instrument on the part of any Party hereto. Notwithstanding the foregoing, Tenant shall, upon the written demand of any Successor Landlord (and at no cost or expense to Tenant), promptly execute, acknowledge, and deliver to the Successor Landlord an instrument or instruments in form and substance reasonably satisfactory to both Tenant and such Successor Landlord confirming the attornment provided for herein, provided that any such instrument shall not increase Tenant's obligations under the Lease or diminish Tenant's rights under the Lease or this Agreement in any material respect.

4.3 Lease Deemed Direct Lease. Upon the occurrence of a Foreclosure Event and the resulting attornment by Tenant in accordance with this Article IV, the Lease shall be deemed and construed to be a direct lease between the Successor Landlord, as landlord, and Tenant, as tenant, upon all of the terms, covenants, conditions, and provisions of the Lease, subject to the provisions of Article V hereof, with the same force and effect as though the Successor Landlord and Tenant had entered into the Lease as the original parties thereto. The Successor Landlord and Tenant shall promptly execute and deliver any confirmatory documentation reasonably required to evidence such direct lease relationship.

ARTICLE V — PROTECTIONS AND LIMITATIONS OF SUCCESSOR LANDLORD

5.1 Successor Landlord Not Bound By Certain Matters. Notwithstanding anything contained in this Agreement or the Lease to the contrary, upon the occurrence of a Foreclosure Event and the resulting attornment by Tenant in accordance with Article IV hereof, a Successor Landlord shall not be:

(a) liable for any act, omission, default, misrepresentation, or breach of warranty of any prior landlord (including Landlord), whether arising under the Lease or otherwise, except to the extent that any such act, omission, default, misrepresentation, or breach constitutes a continuing obligation of the landlord under the Lease that first arises on or after the date upon which the Successor Landlord acquires title to or possession of the Property, and then only for the period during which the Successor Landlord holds title to the Property;

(b) subject to any offsets, claims, counterclaims, abatements, or defenses which Tenant might have against any prior landlord (including Landlord) that arose or accrued prior to the date upon which the Successor Landlord acquired title to or possession of the Property, except (i) for offsets, abatements, or credits expressly provided for in the Lease that relate to obligations that are continuing in nature and that have not been cured or satisfied, including, without limitation, any free rent period, rent abatement, or rent credit set forth in the Lease that by its terms has not yet expired or been fully applied as of the date the Successor Landlord acquires title, and (ii) for any claims for which the Successor Landlord has received actual notice and has had a reasonable opportunity to cure;

(c) bound by any rent, additional rent, or other charges paid by Tenant to any prior landlord (including Landlord) for more than one (1) month in advance of the date on which such rent, additional rent, or other charges are due under the Lease;

(d) bound by any amendment, modification, supplement, or side letter to the Lease made without the prior written consent of Lender, except for amendments or modifications that (i) do not materially and adversely affect Lender's interest in the Property or the value of the Lease as security for the indebtedness secured by the Mortgage, (ii) are ministerial or non-substantive in nature, or (iii) are expressly permitted under the Lease without Landlord's consent;

(e) obligated to return or credit any security deposit or other prepaid sum (whether in the form of cash, letter of credit, or otherwise) unless and until such security deposit or prepaid sum has been actually received by or transferred to and is then held by the Successor Landlord. The Parties acknowledge that the Lease provides for a letter of credit in the amount of Five Million One Hundred Eighty Thousand and 00/100 Dollars ($5,180,000.00) issued by Caledonian National Bank PLC, Letter of Credit No. SNLC-2023-08015, in lieu of a cash security deposit (the "Letter of Credit"). In the event of a Foreclosure Event, the Successor Landlord shall be entitled to the benefit of the Letter of Credit, and Tenant shall cooperate with the Successor Landlord to effectuate a transfer or replacement of the Letter of Credit in favor of the Successor Landlord in accordance with the terms of the Lease; or

(f) liable for the completion of any construction, buildout, tenant improvements, or other work in or about the Premises or the Building, except to the extent that the funds allocated to such construction, buildout, tenant improvements, or other work have been actually received by the Successor Landlord and not yet disbursed or applied by the Successor Landlord in accordance with the Lease. The Parties acknowledge that the Lease provides for a tenant improvement allowance of Eighty-Five and 00/100 Dollars ($85.00) per rentable square foot of the Premises (an aggregate amount of Fifteen Million Seven Hundred Twenty-Five Thousand and 00/100 Dollars ($15,725,000.00)) (the "TI Allowance") and an optional excess tenant improvement allowance of Fifteen and 00/100 Dollars ($15.00) per rentable square foot of the Premises (an aggregate amount of Two Million Seven Hundred Seventy-Five Thousand and 00/100 Dollars ($2,775,000.00)) (the "Excess TI Allowance"), each to be disbursed via monthly progress payments in accordance with the procedures set forth in the Lease. A Successor Landlord shall not be obligated to fund any portion of the TI Allowance or the Excess TI Allowance that has not been actually received by such Successor Landlord and that remains undisbursed as of the date such Successor Landlord acquires title.

5.2 Successor Landlord's Obligation to Perform. Subject to the limitations and exclusions set forth in Section 5.1 hereof, a Successor Landlord shall be bound by and shall perform, observe, and comply with all of the obligations, covenants, and agreements of the landlord under the Lease arising from and after the date upon which such Successor Landlord acquires title to or possession of the Property, including, without limitation, the obligation to provide services, maintain the Building, and otherwise perform the landlord's obligations as set forth in the Lease for so long as such Successor Landlord holds title to the Property. The obligations of the Successor Landlord under this Section 5.2 shall not extend beyond the period of such Successor Landlord's ownership of the Property, and upon the transfer of title to the Property by a Successor Landlord to a subsequent transferee, such Successor Landlord shall be relieved of all obligations under the Lease and this Agreement arising from and after the date of such transfer, provided that the subsequent transferee assumes such obligations in writing.

ARTICLE VI — TENANT'S COVENANTS

6.1 Notice to Lender. Tenant shall deliver to Lender a copy of any notice of default, notice of termination, or other material notice sent by Tenant to Landlord under the Lease, simultaneously with the delivery of such notice to Landlord or, if simultaneous delivery is not practicable, within five (5) business days after delivery to Landlord. Any such notice to Lender shall be sent in accordance with Article VIII hereof, addressed to:

Atlas Continental Bank, N.A. 277 Park Avenue New York, New York 10172

Attention: Patricia Delgado, Vice President, Commercial Real Estate Lending

with a copy to Lender's counsel:

Halsted & Brinkley LLP 200 Park Avenue, Suite 2400 New York, New York 10166

Attention: Thomas Brinkley

No notice of default given by Tenant to Landlord under the Lease shall be effective as against Lender unless and until a copy of such notice has been delivered to Lender in accordance with this Section 6.1 and Lender's cure period set forth in Section 6.2 has expired without cure.

6.2 Lender's Cure Right. Tenant agrees that Lender shall have the right (but not the obligation) to cure any default by Landlord under the Lease, and Tenant shall accept performance by Lender of any obligation of Landlord under the Lease as if such performance had been rendered by Landlord. Lender shall have a period of thirty (30) days after receipt of written notice from Tenant (in addition to, and following the expiration of, any notice and cure period available to Landlord under the Lease) to cure any monetary default by Landlord under the Lease. Lender shall have a period of sixty (60) days after receipt of written notice from Tenant (in addition to, and following the expiration of, any notice and cure period available to Landlord under the Lease) to cure any non-monetary default by Landlord under the Lease; provided, however, that if such non-monetary default is of a nature that it cannot reasonably be cured within such sixty (60)-day period, such period shall be extended for such additional time as may be reasonably necessary to effect such cure, so long as Lender has commenced to cure such default within such sixty (60)-day period and is diligently and continuously proceeding therewith, including, if necessary, the commencement and prosecution of foreclosure or other proceedings to obtain possession of the Property. Tenant agrees that it shall not exercise any right of termination, offset, or abatement under the Lease by reason of any default by Landlord until Lender's cure period (as extended, if applicable) has expired without cure.

6.3 No Modification or Termination Without Consent. Tenant agrees that, from and after the date hereof, it shall not enter into any material amendment, modification, supplement, or side letter affecting the Lease, or agree to any voluntary termination, cancellation, or surrender of the Lease (in whole or in part), without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 6.3, a "material" amendment or modification shall include, without limitation, any amendment or modification that (a) reduces the rent or additional rent payable under the Lease, (b) reduces the term of the Lease, (c) reduces the size of the Premises, (d) modifies any assignment, subletting, or change of control provisions of the Lease in a manner adverse to Lender, or (e) modifies the Guaranty or reduces the guaranty cap thereunder. The foregoing shall not apply to the exercise by Tenant of options or rights expressly set forth in the Lease (including, without limitation, the exercise of renewal options, expansion options, or rights of first offer), which shall not require Lender's consent.

6.4 Insurance and Condemnation Proceeds. Tenant acknowledges that, pursuant to the terms of the Mortgage and the related loan documents, Lender may have certain rights with respect to insurance proceeds and condemnation awards relating to the Property. In the event of any casualty or condemnation affecting the Premises, Tenant agrees to cooperate with Lender and Landlord in all reasonable respects regarding the application of insurance proceeds and condemnation awards, subject in all cases to the terms of the Lease governing Tenant's rights with respect to casualty and condemnation, including, without limitation, Tenant's rights to terminate the Lease and any restoration obligations of Landlord set forth therein. Nothing in this Section 6.4 shall diminish or impair Tenant's rights under the Lease with respect to any casualty or condemnation, including Tenant's right to receive insurance proceeds payable on account of Tenant's personal property, trade fixtures, and leasehold improvements paid for by Tenant (other than from the TI Allowance or the Excess TI Allowance).

ARTICLE VII — LENDER'S ACKNOWLEDGMENTS

7.1 Lender's Acknowledgment of Lease. Lender hereby acknowledges receipt of a true, correct, and complete copy of the Lease, including all exhibits, schedules, and riders thereto, as more particularly described on Exhibit B attached hereto. Lender confirms that it has reviewed the Lease and is familiar with its terms and conditions.

7.2 Lender's Acknowledgment of Guaranty. Lender acknowledges that the obligations of Tenant under the Lease are guaranteed by Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales, pursuant to the Guaranty of Lease dated as of July 13, 2023 (the "Guaranty"), with a guaranty cap of Eighteen Million and 00/100 Dollars ($18,000,000.00). Lender acknowledges receipt of a true, correct, and complete copy of the Guaranty.

7.3 Lender's Consent. Lender hereby consents to the Lease in the form delivered to Lender and acknowledges that the execution and delivery of the Lease by Landlord does not constitute a default under the Mortgage or any of the related loan documents. Lender further acknowledges that the Lease is an acceptable lease for purposes of the Mortgage and the related loan documents.

ARTICLE VIII — NOTICES

8.1 Notice Provisions. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received: (a) if personally delivered, upon delivery to the addressee; (b) if sent by nationally recognized overnight courier service (such as Sundial Data Systems, Harborline Partners LLC, or Tarrant & Co.), on the next business day following deposit with such courier service, prepaid; or (c) if sent by certified mail, return receipt requested, postage prepaid, on the third (3rd) business day following deposit in the United States mail. Rejection, refusal to accept, or inability to deliver because of a changed address of which no notice was given shall constitute delivery on the date of such rejection, refusal, or inability to deliver.

8.2 Addresses for Notice. All notices shall be addressed as follows:

If to Lender:

Atlas Continental Bank, N.A. 277 Park Avenue New York, New York 10172

Attention: Patricia Delgado, Vice President, Commercial Real Estate Lending

with a copy to:

Halsted & Brinkley LLP 200 Park Avenue, Suite 2400 New York, New York 10166

Attention: Thomas Brinkley

If to Landlord:

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

Attention: Jonathan R. Whitfield, Managing Principal

with a copy to:

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

Attention: Diane Ashford

If to Tenant:

Aurelius Media Holdings Inc. 787 Seventh Avenue, Floors 34–38 New York, New York 10019

Attention: General Counsel

with a copy to:

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

Attention: Douglas Fairchild

8.3 Change of Address. Any Party hereto may change its address for the purpose of receiving notices, requests, demands, and other communications hereunder by providing written notice of such change to each of the other Parties in accordance with this Article VIII. Any such change of address shall be effective upon receipt of such notice by the other Parties.

ARTICLE IX — MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules or principles thereof that would cause the application of the laws of any other jurisdiction. Each Party hereby waives, to the fullest extent permitted by law, any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement.

9.2 Jurisdiction and Venue. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Supreme Court of the State of New York, County of New York, or, if such court lacks jurisdiction, in the United States District Court for the Southern District of New York, and each Party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of such courts for purposes of any such action or proceeding. Each Party hereby waives any objection that it may now or hereafter have to the laying of venue in any such court, and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

9.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and personal representatives, including, without limitation, any Successor Landlord. In the event of an assignment of the Mortgage or any interest therein, Lender shall cause the assignee thereof to execute and deliver to Tenant an instrument in writing confirming that such assignee is bound by the terms and provisions of this Agreement. In the event of a permitted assignment of the Lease by Tenant in accordance with the terms thereof, the protections afforded to Tenant hereunder shall inure to the benefit of such permitted assignee.

9.4 Entire Agreement. This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement among Lender, Landlord, and Tenant with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, commitments, offers, and agreements (whether written or oral) among the Parties with respect to the subject matter hereof.

9.5 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all of the Parties hereto, or their respective successors and assigns. No course of dealing between or among any of the Parties, and no delay in exercising any right, power, or remedy conferred by this Agreement or by law, shall operate as a waiver of, or otherwise prejudice, any such right, power, or remedy.

9.6 Severability. If any term, provision, covenant, or condition of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other term, provision, covenant, or condition hereof, and the remainder of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. The Parties shall endeavor in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of such invalid, illegal, or unenforceable provision.

9.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, and all of which counterparts together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by electronic mail in portable document format (.pdf) or by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309) or the federal ESIGN Act (15 U.S.C. §§ 7001 et seq.) shall be deemed original signatures for all purposes hereunder.

9.8 Headings. The headings, captions, and section numbers contained in this Agreement are for convenience of reference only and shall not limit, define, or otherwise affect the meaning or interpretation of any of the terms or provisions hereof.

9.9 Recording. Lender, Landlord, and/or Tenant may cause a memorandum of this Agreement to be recorded in the Office of the City Register of the City of New York, New York County, at the cost and expense of the Party requesting such recording. The Parties shall cooperate in the execution and delivery of any such memorandum. The form and substance of such memorandum shall be subject to the reasonable approval of all Parties.

9.10 No Third-Party Beneficiaries. Except as expressly set forth herein with respect to any Successor Landlord and the permitted successors and assigns of the Parties, nothing contained in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto any right, benefit, claim, or remedy of any nature whatsoever under or by reason of this Agreement.

9.11 Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Lease, as between Lender and Tenant, the terms and provisions of this Agreement shall control and govern. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Mortgage or any related loan documents, as between Lender and Landlord, the terms and provisions of the Mortgage and the related loan documents shall control and govern. Nothing in this Agreement shall be deemed to modify or amend the Lease as between Landlord and Tenant, except to the extent expressly set forth herein.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties hereto have caused this Subordination, Non-Disturbance and Attornment Agreement to be duly executed as of the date first written above.

LENDER:

ATLAS CONTINENTAL BANK, N.A., a national banking association

By: ________

Name: Patricia Delgado

Title: Vice President, Commercial Real Estate Lending

Date: July 10, 2023

LANDLORD/BORROWER:

GREYSTONE METROPOLITAN REALTY LLC, a Delaware limited liability company

By: ________

Name: Jonathan R. Whitfield

Title: Managing Principal

Date: July 10, 2023

TENANT:

AURELIUS MEDIA HOLDINGS INC., a Delaware corporation

By: ________

Name: Marcus D. Thornton

Title: Executive Vice President and General Counsel

Date: July 10, 2023

ACKNOWLEDGMENTS

ACKNOWLEDGMENT — LENDER

STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )

On the 10th day of July, in the year 2023, before me, the undersigned, personally appeared Patricia Delgado, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as Vice President, Commercial Real Estate Lending of Atlas Continental Bank, N.A., the national banking association described in and which executed the within instrument, and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York

Name:

Commission No.: My Commission Expires:

ACKNOWLEDGMENT — LANDLORD

STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )

On the 10th day of July, in the year 2023, before me, the undersigned, personally appeared Jonathan R. Whitfield, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Managing Principal of Greystone Metropolitan Realty LLC, the Delaware limited liability company described in and which executed the within instrument, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York

Name:

Commission No.: My Commission Expires:

ACKNOWLEDGMENT — TENANT

STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )

On the 10th day of July, in the year 2023, before me, the undersigned, personally appeared Marcus D. Thornton, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Executive Vice President and General Counsel of Aurelius Media Holdings Inc., the Delaware corporation described in and which executed the within instrument, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York

Name:

Commission No.: My Commission Expires:

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

The real property located in the Borough of Manhattan, City, County, and State of New York, designated for real property tax purposes as Block 1024, Lot 18, on the Tax Map of the City of New York, New York County, and more particularly described as follows:

ALL that certain plot, piece, or parcel of land, situate, lying, and being in the Borough of Manhattan, City, County, and State of New York, bounded and described as follows:

BEGINNING at a point on the easterly side of Seventh Avenue, distant 100 feet 11 inches northerly from the corner formed by the intersection of the easterly side of Seventh Avenue and the northerly side of West 51st Street;

RUNNING THENCE easterly parallel with West 52nd Street, 200 feet;

THENCE northerly parallel with Seventh Avenue, 200 feet 10 inches to the southerly side of West 52nd Street;

THENCE westerly along the southerly side of West 52nd Street, 200 feet to the easterly side of Seventh Avenue;

THENCE southerly along the easterly side of Seventh Avenue, 200 feet 10 inches to the point or place of BEGINNING.

TOGETHER WITH all right, title, and interest of the owner in and to any land lying in the bed of any street, road, or avenue, open or proposed, in front of or adjoining the above-described premises to the center line thereof;

TOGETHER WITH all right, title, and interest of the owner in and to any award made or to be made in lieu thereof and in and to any unpaid award for damage thereto by reason of change of grade of any street;

TOGETHER WITH the appurtenances and all the estate and rights of the owner in and to the above-described premises.

Being the same premises as set forth in the Mortgage.

Street Address: 787 Seventh Avenue, New York, New York 10019

Commonly Known As: Greystone Tower

Tax Designation: Block 1024, Lot 18, Borough of Manhattan, City of New York

EXHIBIT B

DESCRIPTION OF THE LEASE

1. Lease: Agreement of Lease dated as of July 13, 2023, between Greystone Metropolitan Realty LLC, a Delaware limited liability company, as Landlord, and Aurelius Media Holdings Inc., a Delaware corporation, as Tenant.

2. Premises: Floors 34, 35, 36, 37, and 38 of the Building known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019, comprising approximately 185,000 rentable square feet of office space.

3. Term: Fifteen (15) years.

4. Commencement Date: August 1, 2023.

5. Expiration Date: July 31, 2038.

6. Rent Commencement Date: February 1, 2024.

7. Renewal Options: Two (2) consecutive five (5)-year renewal options.

8. Expansion Option: Floors 39 and 40 of the Building.

9. Right of First Offer: Floors 30, 31, 32, and 33 of the Building.

10. Tenant Improvement Allowance: $85.00 per rentable square foot ($15,725,000.00 in the aggregate).

11. Excess Tenant Improvement Allowance: $15.00 per rentable square foot ($2,775,000.00 in the aggregate) (optional).

12. Security: Letter of Credit in the amount of $5,180,000.00, issued by Caledonian National Bank PLC, L/C No. SNLC-2023-08015.

13. Exhibits to the Lease:

Exhibit A — Floor Plans of the Premises

Exhibit B — Base Building Work and Delivery Condition

Exhibit C — Work Letter Agreement (Tenant Improvements)

Exhibit D — Rules and Regulations

Exhibit E — Cleaning Specifications

Exhibit F — Form of Letter of Credit

Exhibit G — Form of Subordination, Non-Disturbance and Attornment Agreement

14. Guaranty of Lease: Guaranty of Lease dated as of July 13, 2023, made by Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales, in favor of Landlord, with a guaranty cap of $18,000,000.00.

15. Amendments: None as of the date of this Agreement.

[End of Exhibit B]

[End of Subordination, Non-Disturbance and Attornment Agreement]

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
Dated as of July 10, 2023
among
ATLAS CONTINENTAL BANK, N.A. as Lender
GREYSTONE METROPOLITAN REALTY LLC as Landlord/Borrower
AURELIUS MEDIA HOLDINGS INC. as Tenant
Property: Greystone Tower 787 Seventh Avenue, New York, New York 10019 Block 1024, Lot 18, Borough of Manhattan
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
This Subordination, Non-Disturbance and Attornment Agreement (this "Agreement") is entered into as of July 10, 2023, by and among:
ATLAS CONTINENTAL BANK, N.A., a national banking association organized under the laws of the United States, having an office at 277 Park Avenue, New York, New York 10172 (together with its successors and assigns, "Lender");
GREYSTONE METROPOLITAN REALTY LLC, a Delaware limited liability company, having an office at 600 Lexington Avenue, 32nd Floor, New York, New York 10022 ("Landlord" or "Borrower"); and
AURELIUS MEDIA HOLDINGS INC., a Delaware corporation, having an office at 787 Seventh Avenue, Floors 34–38, New York, New York 10019 ("Tenant").
Lender, Landlord, and Tenant are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Landlord is the fee simple owner of the real property and improvements commonly known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019, designated as Block 1024, Lot 18, Borough of Manhattan, City and County of New York, State of New York, as more particularly described on Exhibit A attached hereto (the "Building" or "Property"); and
WHEREAS, Lender has made a mortgage loan to Landlord in connection with the Property, which loan is secured by, among other things, a first priority mortgage lien on the Property and the rents and profits thereof (the "Mortgage"), which Mortgage was recorded on January 15, 2019, in the Office of the City Register of the City of New York, New York County, at CRFN 2019000012438, as the same may have been amended, modified, extended, consolidated, replaced, or restated from time to time, with an outstanding principal balance of approximately Six Hundred Twenty Million and 00/100 Dollars ($620,000,000.00) as of the date hereof; and
WHEREAS, Landlord, as landlord, and Tenant, as tenant, have entered into that certain Agreement of Lease dated as of July 13, 2023 (as the same may be amended, modified, or supplemented from time to time in accordance with this Agreement, the "Lease"), a description of which is set forth on Exhibit B attached hereto, pursuant to which Landlord has leased to Tenant approximately one hundred eighty-five thousand (185,000) rentable square feet of office space located on Floors 34, 35, 36, 37, and 38 of the Building (the "Premises"); and
WHEREAS, the Lease provides for a term of fifteen (15) years commencing on August 1, 2023 (the "Commencement Date") and expiring on July 31, 2038 (the "Expiration Date"), with a Rent Commencement Date of February 1, 2024; and
WHEREAS, the Lease provides Tenant with certain options, rights, and privileges, including, without limitation, (i) an expansion option with respect to Floors 39 and 40 of the Building, (ii) a right of first offer with respect to space on Floors 30, 31, 32, and 33 of the Building, (iii) two (2) consecutive five (5)-year renewal options, (iv) signage rights, (v) certain rights related to assignment and change of control, and (vi) a tenant improvement allowance and other economic concessions, all as more particularly set forth in the Lease; and
WHEREAS, the Lease requires, as a condition precedent to the Commencement Date, the delivery by Lender of this Agreement to Tenant; and
WHEREAS, Tenant's obligations under the Lease are guaranteed by Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales (the "Guarantor"), pursuant to a Guaranty of Lease of even date with the Lease (the "Guaranty"), with a guaranty cap of Eighteen Million and 00/100 Dollars ($18,000,000.00); and
WHEREAS, Lender, Landlord, and Tenant desire to set forth their respective rights and obligations with respect to the Lease, the Mortgage, and the Property, and to confirm the agreement of the Parties with respect to the subordination of the Lease to the Mortgage, the non-disturbance of Tenant's rights under the Lease, and Tenant's attornment to any Successor Landlord (as defined below).
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
ARTICLE I — DEFINITIONS
1.1 "Foreclosure Event" shall mean any foreclosure of the Mortgage, whether by judicial proceeding, power of sale, or otherwise, any sale of the Property pursuant to the Mortgage or in connection with any proceedings under the Mortgage, any transfer of the Property by deed-in-lieu of foreclosure accepted by Lender (or its nominee or designee), or any other exercise of rights or remedies by Lender under the Mortgage, the loan documents related thereto, or applicable law, by virtue of which a Successor Landlord acquires title to or possession of the Property.
1.2 "Lease" shall mean the Agreement of Lease dated as of July 13, 2023, between Landlord, as landlord, and Tenant, as tenant, together with all exhibits, schedules, riders, amendments, modifications, supplements, and side letters thereto, as the same may be amended, modified, or supplemented from time to time in accordance with the provisions of this Agreement.
1.3 "Mortgage" shall mean the first priority mortgage lien on the Property granted by Landlord in favor of Lender, recorded on January 15, 2019, in the Office of the City Register of the City of New York, New York County, at CRFN 2019000012438, together with all amendments, modifications, extensions, consolidations, replacements, increases, spreaders, and restatements thereof, and all of the other loan documents evidencing, securing, or otherwise relating to the indebtedness secured thereby.
1.4 "Premises" shall mean Floors 34, 35, 36, 37, and 38 of the Building, comprising approximately one hundred eighty-five thousand (185,000) rentable square feet of office space, as more particularly described in the Lease.
1.5 "Property" shall mean the real property and improvements located at 787 Seventh Avenue, New York, New York 10019, commonly known as Greystone Tower, designated as Block 1024, Lot 18, Borough of Manhattan, City and County of New York, State of New York, as more particularly described on Exhibit A attached hereto and made a part hereof, together with all appurtenant rights, easements, and privileges.
1.6 "Successor Landlord" shall mean any person or entity (including, without limitation, Lender or any affiliate, nominee, or designee of Lender) that acquires title to, or possessory rights in, all or any portion of the Property pursuant to or in connection with a Foreclosure Event.
1.7 "Tenant Default" shall mean an event of default by Tenant under the Lease that has occurred and is continuing, and which has not been cured within any applicable notice and cure periods provided in the Lease, entitling the landlord under the Lease to exercise remedies thereunder.
ARTICLE II — SUBORDINATION
2.1 Subordination of Lease to Mortgage. Tenant hereby agrees that the Lease and all of Tenant's rights, titles, interests, estates, options, liens, charges, and claims in, to, or under the Lease and the Premises are and shall be subject and subordinate in all respects to the lien, operation, and effect of the Mortgage, and to all renewals, amendments, modifications, consolidations, replacements, increases, extensions, and restatements thereof, as if the Mortgage had been executed, delivered, and recorded prior to the execution and delivery of the Lease. The foregoing subordination is expressly subject to and conditioned upon the non-disturbance provisions set forth in Article III of this Agreement. In no event shall the subordination effected by this Section 2.1 diminish or impair the non-disturbance protections afforded to Tenant pursuant to Article III hereof.
2.2 Self-Operative Nature. The subordination provided for in Section 2.1 hereof shall be self-operative and no further instrument of subordination shall be required to effectuate such subordination. Without limiting the foregoing, Tenant shall, upon the reasonable request of Lender and at no cost or expense to Tenant, execute, acknowledge, and deliver such further instruments confirming the subordination of the Lease to the lien of the Mortgage as Lender may from time to time reasonably request, provided that any such instrument does not materially increase Tenant's obligations or materially diminish Tenant's rights under this Agreement or the Lease.
2.3 Future Financing. In the event that Lender assigns the Mortgage or the indebtedness secured thereby, or in the event that the Property is refinanced with a new mortgage or deed of trust, the subordination provisions of this Agreement shall inure to the benefit of any successor lender, assignee, or holder of such new mortgage, provided that such successor lender, assignee, or holder enters into a subordination, non-disturbance and attornment agreement with Tenant on terms and conditions no less favorable to Tenant in any material respect than those contained in this Agreement. Lender shall use commercially reasonable efforts to obtain such an agreement from any such successor lender, assignee, or holder in connection with any such assignment or refinancing. In the event that Lender fails to cause any such successor lender, assignee, or holder to deliver such an agreement to Tenant, such failure shall not affect the validity of the subordination set forth in Section 2.1, but the non-disturbance protections of Article III shall continue to apply and be binding upon such successor lender, assignee, or holder by virtue of this Agreement.
ARTICLE III — NON-DISTURBANCE
3.1 Lender's Covenant of Non-Disturbance. Lender hereby covenants and agrees that so long as no Tenant Default exists at the time of any Foreclosure Event, Lender shall not, in the exercise of any rights or remedies under the Mortgage, any related loan documents, or applicable law (including, without limitation, in connection with any Foreclosure Event):
(a) terminate or disturb Tenant's actual or constructive possession of the Premises, or Tenant's rights under the Lease, or take any action that would have the effect of terminating or materially interfering with Tenant's use and quiet enjoyment of the Premises in accordance with the terms of the Lease;
(b) join Tenant as a party defendant in any action or proceeding to foreclose the Mortgage or to enforce any rights or remedies of Lender under the Mortgage or any related loan documents, other than as may be required by applicable law, statute, or rule of court solely for procedural purposes (including, without limitation, as a nominal party defendant in a foreclosure action pursuant to Section 1311 of the New York Real Property Actions and Proceedings Law), in which case Lender shall not seek any judgment, order, or other relief against Tenant or the Lease, and Lender shall not seek to terminate the Lease, dispossess Tenant, or otherwise adversely affect Tenant's rights under the Lease in any such proceeding; or
(c) terminate, modify, cancel, or interfere with any of Tenant's rights, options, privileges, or entitlements under the Lease, including, without limitation: (i) Tenant's expansion option with respect to Floors 39 and 40 of the Building; (ii) Tenant's right of first offer with respect to space on Floors 30, 31, 32, and 33 of the Building; (iii) Tenant's two (2) consecutive five (5)-year renewal options; (iv) Tenant's rights of assignment, subletting, and change of control as set forth in the Lease; (v) Tenant's signage rights as set forth in the Lease; (vi) Tenant's entitlement to the tenant improvement allowance, any excess tenant improvement allowance, and any other credits, abatements, offsets, or concessions provided under the Lease; (vii) Tenant's rights with respect to any construction, alterations, or improvements to the Premises; and (viii) any other rights, options, or privileges granted to Tenant under the Lease.
3.2 Survival of Lease. In the event of a Foreclosure Event, the Lease shall not be terminated, extinguished, or cut off as a result of such Foreclosure Event, but rather shall continue in full force and effect as a direct lease between the Successor Landlord, as landlord, and Tenant, as tenant, upon all of the terms, covenants, conditions, and provisions set forth in the Lease (subject to the provisions of Article V hereof), and Tenant's occupancy, possession, and rights under the Lease shall not be disturbed, diminished, or interfered with, so long as no Tenant Default exists at the time of such Foreclosure Event. The foregoing covenant shall be binding upon Lender and any Successor Landlord and shall inure to the benefit of Tenant and its successors and permitted assigns.
3.3 Preservation of Options and Rights. All expansion options, rights of first offer, renewal options, purchase options (if any), rights of assignment and subletting, signage rights, and any and all other rights, options, privileges, and entitlements of Tenant under the Lease shall survive any Foreclosure Event and shall be fully binding upon and enforceable against the Successor Landlord to the same extent and in the same manner as such rights would have been binding upon and enforceable against Landlord, so long as no Tenant Default exists at the time of such Foreclosure Event. Lender acknowledges that the preservation of such rights is a material inducement to Tenant's entry into the Lease and this Agreement.
ARTICLE IV — ATTORNMENT
4.1 Tenant's Agreement to Attorn. Tenant hereby agrees that, in the event of a Foreclosure Event, Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under the Lease, and Tenant shall be bound to the Successor Landlord under all of the terms, covenants, conditions, and provisions of the Lease for the balance of the term thereof then remaining (including any extensions or renewals thereof that may be effected in accordance with the terms of the Lease), with the same force and effect as if the Successor Landlord were the original landlord named in the Lease, subject to the provisions of this Agreement. Such attornment shall be effective and self-operative immediately upon the Successor Landlord's acquisition of title to, or possessory rights in, the Property, without the necessity of any further act or deed on the part of any of the Parties hereto. Tenant agrees to make all payments of rent, additional rent, and other charges under the Lease directly to the Successor Landlord or as the Successor Landlord may direct, from and after the date upon which Tenant receives written notice that such Successor Landlord has acquired title to or possession of the Property.
4.2 Self-Operative Attornment. The provisions of this Article IV shall be self-operative and effective without the execution of any further instrument on the part of any Party hereto. Notwithstanding the foregoing, Tenant shall, upon the written demand of any Successor Landlord (and at no cost or expense to Tenant), promptly execute, acknowledge, and deliver to the Successor Landlord an instrument or instruments in form and substance reasonably satisfactory to both Tenant and such Successor Landlord confirming the attornment provided for herein, provided that any such instrument shall not increase Tenant's obligations under the Lease or diminish Tenant's rights under the Lease or this Agreement in any material respect.
4.3 Lease Deemed Direct Lease. Upon the occurrence of a Foreclosure Event and the resulting attornment by Tenant in accordance with this Article IV, the Lease shall be deemed and construed to be a direct lease between the Successor Landlord, as landlord, and Tenant, as tenant, upon all of the terms, covenants, conditions, and provisions of the Lease, subject to the provisions of Article V hereof, with the same force and effect as though the Successor Landlord and Tenant had entered into the Lease as the original parties thereto. The Successor Landlord and Tenant shall promptly execute and deliver any confirmatory documentation reasonably required to evidence such direct lease relationship.
ARTICLE V — PROTECTIONS AND LIMITATIONS OF SUCCESSOR LANDLORD
5.1 Successor Landlord Not Bound By Certain Matters. Notwithstanding anything contained in this Agreement or the Lease to the contrary, upon the occurrence of a Foreclosure Event and the resulting attornment by Tenant in accordance with Article IV hereof, a Successor Landlord shall not be:
(a) liable for any act, omission, default, misrepresentation, or breach of warranty of any prior landlord (including Landlord), whether arising under the Lease or otherwise, except to the extent that any such act, omission, default, misrepresentation, or breach constitutes a continuing obligation of the landlord under the Lease that first arises on or after the date upon which the Successor Landlord acquires title to or possession of the Property, and then only for the period during which the Successor Landlord holds title to the Property;
(b) subject to any offsets, claims, counterclaims, abatements, or defenses which Tenant might have against any prior landlord (including Landlord) that arose or accrued prior to the date upon which the Successor Landlord acquired title to or possession of the Property, except (i) for offsets, abatements, or credits expressly provided for in the Lease that relate to obligations that are continuing in nature and that have not been cured or satisfied, including, without limitation, any free rent period, rent abatement, or rent credit set forth in the Lease that by its terms has not yet expired or been fully applied as of the date the Successor Landlord acquires title, and (ii) for any claims for which the Successor Landlord has received actual notice and has had a reasonable opportunity to cure;
(c) bound by any rent, additional rent, or other charges paid by Tenant to any prior landlord (including Landlord) for more than one (1) month in advance of the date on which such rent, additional rent, or other charges are due under the Lease;
(d) bound by any amendment, modification, supplement, or side letter to the Lease made without the prior written consent of Lender, except for amendments or modifications that (i) do not materially and adversely affect Lender's interest in the Property or the value of the Lease as security for the indebtedness secured by the Mortgage, (ii) are ministerial or non-substantive in nature, or (iii) are expressly permitted under the Lease without Landlord's consent;
(e) obligated to return or credit any security deposit or other prepaid sum (whether in the form of cash, letter of credit, or otherwise) unless and until such security deposit or prepaid sum has been actually received by or transferred to and is then held by the Successor Landlord. The Parties acknowledge that the Lease provides for a letter of credit in the amount of Five Million One Hundred Eighty Thousand and 00/100 Dollars ($5,180,000.00) issued by Caledonian National Bank PLC, Letter of Credit No. SNLC-2023-08015, in lieu of a cash security deposit (the "Letter of Credit"). In the event of a Foreclosure Event, the Successor Landlord shall be entitled to the benefit of the Letter of Credit, and Tenant shall cooperate with the Successor Landlord to effectuate a transfer or replacement of the Letter of Credit in favor of the Successor Landlord in accordance with the terms of the Lease; or
(f) liable for the completion of any construction, buildout, tenant improvements, or other work in or about the Premises or the Building, except to the extent that the funds allocated to such construction, buildout, tenant improvements, or other work have been actually received by the Successor Landlord and not yet disbursed or applied by the Successor Landlord in accordance with the Lease. The Parties acknowledge that the Lease provides for a tenant improvement allowance of Eighty-Five and 00/100 Dollars ($85.00) per rentable square foot of the Premises (an aggregate amount of Fifteen Million Seven Hundred Twenty-Five Thousand and 00/100 Dollars ($15,725,000.00)) (the "TI Allowance") and an optional excess tenant improvement allowance of Fifteen and 00/100 Dollars ($15.00) per rentable square foot of the Premises (an aggregate amount of Two Million Seven Hundred Seventy-Five Thousand and 00/100 Dollars ($2,775,000.00)) (the "Excess TI Allowance"), each to be disbursed via monthly progress payments in accordance with the procedures set forth in the Lease. A Successor Landlord shall not be obligated to fund any portion of the TI Allowance or the Excess TI Allowance that has not been actually received by such Successor Landlord and that remains undisbursed as of the date such Successor Landlord acquires title.
5.2 Successor Landlord's Obligation to Perform. Subject to the limitations and exclusions set forth in Section 5.1 hereof, a Successor Landlord shall be bound by and shall perform, observe, and comply with all of the obligations, covenants, and agreements of the landlord under the Lease arising from and after the date upon which such Successor Landlord acquires title to or possession of the Property, including, without limitation, the obligation to provide services, maintain the Building, and otherwise perform the landlord's obligations as set forth in the Lease for so long as such Successor Landlord holds title to the Property. The obligations of the Successor Landlord under this Section 5.2 shall not extend beyond the period of such Successor Landlord's ownership of the Property, and upon the transfer of title to the Property by a Successor Landlord to a subsequent transferee, such Successor Landlord shall be relieved of all obligations under the Lease and this Agreement arising from and after the date of such transfer, provided that the subsequent transferee assumes such obligations in writing.
ARTICLE VI — TENANT'S COVENANTS
6.1 Notice to Lender. Tenant shall deliver to Lender a copy of any notice of default, notice of termination, or other material notice sent by Tenant to Landlord under the Lease, simultaneously with the delivery of such notice to Landlord or, if simultaneous delivery is not practicable, within five (5) business days after delivery to Landlord. Any such notice to Lender shall be sent in accordance with Article VIII hereof, addressed to:
Atlas Continental Bank, N.A. 277 Park Avenue New York, New York 10172
Attention: Patricia Delgado, Vice President, Commercial Real Estate Lending
with a copy to Lender's counsel:
Halsted & Brinkley LLP 200 Park Avenue, Suite 2400 New York, New York 10166
Attention: Thomas Brinkley
No notice of default given by Tenant to Landlord under the Lease shall be effective as against Lender unless and until a copy of such notice has been delivered to Lender in accordance with this Section 6.1 and Lender's cure period set forth in Section 6.2 has expired without cure.
6.2 Lender's Cure Right. Tenant agrees that Lender shall have the right (but not the obligation) to cure any default by Landlord under the Lease, and Tenant shall accept performance by Lender of any obligation of Landlord under the Lease as if such performance had been rendered by Landlord. Lender shall have a period of thirty (30) days after receipt of written notice from Tenant (in addition to, and following the expiration of, any notice and cure period available to Landlord under the Lease) to cure any monetary default by Landlord under the Lease. Lender shall have a period of sixty (60) days after receipt of written notice from Tenant (in addition to, and following the expiration of, any notice and cure period available to Landlord under the Lease) to cure any non-monetary default by Landlord under the Lease; provided, however, that if such non-monetary default is of a nature that it cannot reasonably be cured within such sixty (60)-day period, such period shall be extended for such additional time as may be reasonably necessary to effect such cure, so long as Lender has commenced to cure such default within such sixty (60)-day period and is diligently and continuously proceeding therewith, including, if necessary, the commencement and prosecution of foreclosure or other proceedings to obtain possession of the Property. Tenant agrees that it shall not exercise any right of termination, offset, or abatement under the Lease by reason of any default by Landlord until Lender's cure period (as extended, if applicable) has expired without cure.
6.3 No Modification or Termination Without Consent. Tenant agrees that, from and after the date hereof, it shall not enter into any material amendment, modification, supplement, or side letter affecting the Lease, or agree to any voluntary termination, cancellation, or surrender of the Lease (in whole or in part), without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 6.3, a "material" amendment or modification shall include, without limitation, any amendment or modification that (a) reduces the rent or additional rent payable under the Lease, (b) reduces the term of the Lease, (c) reduces the size of the Premises, (d) modifies any assignment, subletting, or change of control provisions of the Lease in a manner adverse to Lender, or (e) modifies the Guaranty or reduces the guaranty cap thereunder. The foregoing shall not apply to the exercise by Tenant of options or rights expressly set forth in the Lease (including, without limitation, the exercise of renewal options, expansion options, or rights of first offer), which shall not require Lender's consent.
6.4 Insurance and Condemnation Proceeds. Tenant acknowledges that, pursuant to the terms of the Mortgage and the related loan documents, Lender may have certain rights with respect to insurance proceeds and condemnation awards relating to the Property. In the event of any casualty or condemnation affecting the Premises, Tenant agrees to cooperate with Lender and Landlord in all reasonable respects regarding the application of insurance proceeds and condemnation awards, subject in all cases to the terms of the Lease governing Tenant's rights with respect to casualty and condemnation, including, without limitation, Tenant's rights to terminate the Lease and any restoration obligations of Landlord set forth therein. Nothing in this Section 6.4 shall diminish or impair Tenant's rights under the Lease with respect to any casualty or condemnation, including Tenant's right to receive insurance proceeds payable on account of Tenant's personal property, trade fixtures, and leasehold improvements paid for by Tenant (other than from the TI Allowance or the Excess TI Allowance).
ARTICLE VII — LENDER'S ACKNOWLEDGMENTS
7.1 Lender's Acknowledgment of Lease. Lender hereby acknowledges receipt of a true, correct, and complete copy of the Lease, including all exhibits, schedules, and riders thereto, as more particularly described on Exhibit B attached hereto. Lender confirms that it has reviewed the Lease and is familiar with its terms and conditions.
7.2 Lender's Acknowledgment of Guaranty. Lender acknowledges that the obligations of Tenant under the Lease are guaranteed by Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales, pursuant to the Guaranty of Lease dated as of July 13, 2023 (the "Guaranty"), with a guaranty cap of Eighteen Million and 00/100 Dollars ($18,000,000.00). Lender acknowledges receipt of a true, correct, and complete copy of the Guaranty.
7.3 Lender's Consent. Lender hereby consents to the Lease in the form delivered to Lender and acknowledges that the execution and delivery of the Lease by Landlord does not constitute a default under the Mortgage or any of the related loan documents. Lender further acknowledges that the Lease is an acceptable lease for purposes of the Mortgage and the related loan documents.
ARTICLE VIII — NOTICES
8.1 Notice Provisions. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received: (a) if personally delivered, upon delivery to the addressee; (b) if sent by nationally recognized overnight courier service (such as Sundial Data Systems, Harborline Partners LLC, or Tarrant & Co.), on the next business day following deposit with such courier service, prepaid; or (c) if sent by certified mail, return receipt requested, postage prepaid, on the third (3rd) business day following deposit in the United States mail. Rejection, refusal to accept, or inability to deliver because of a changed address of which no notice was given shall constitute delivery on the date of such rejection, refusal, or inability to deliver.
8.2 Addresses for Notice. All notices shall be addressed as follows:
If to Lender:
Atlas Continental Bank, N.A. 277 Park Avenue New York, New York 10172
Attention: Patricia Delgado, Vice President, Commercial Real Estate Lending
with a copy to:
Halsted & Brinkley LLP 200 Park Avenue, Suite 2400 New York, New York 10166
Attention: Thomas Brinkley
If to Landlord:
Greystone Metropolitan Realty LLC 600 Lexington Avenue, 32nd Floor New York, New York 10022
Attention: Jonathan R. Whitfield, Managing Principal
with a copy to:
Pemberton Locke & Strauss LLP 1 World Financial Center, Suite 3800 New York, New York 10281
Attention: Diane Ashford
If to Tenant:
Aurelius Media Holdings Inc. 787 Seventh Avenue, Floors 34–38 New York, New York 10019
Attention: General Counsel
with a copy to:
Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, New York 10022
Attention: Douglas Fairchild
8.3 Change of Address. Any Party hereto may change its address for the purpose of receiving notices, requests, demands, and other communications hereunder by providing written notice of such change to each of the other Parties in accordance with this Article VIII. Any such change of address shall be effective upon receipt of such notice by the other Parties.
ARTICLE IX — MISCELLANEOUS
9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules or principles thereof that would cause the application of the laws of any other jurisdiction. Each Party hereby waives, to the fullest extent permitted by law, any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement.
9.2 Jurisdiction and Venue. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Supreme Court of the State of New York, County of New York, or, if such court lacks jurisdiction, in the United States District Court for the Southern District of New York, and each Party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of such courts for purposes of any such action or proceeding. Each Party hereby waives any objection that it may now or hereafter have to the laying of venue in any such court, and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
9.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and personal representatives, including, without limitation, any Successor Landlord. In the event of an assignment of the Mortgage or any interest therein, Lender shall cause the assignee thereof to execute and deliver to Tenant an instrument in writing confirming that such assignee is bound by the terms and provisions of this Agreement. In the event of a permitted assignment of the Lease by Tenant in accordance with the terms thereof, the protections afforded to Tenant hereunder shall inure to the benefit of such permitted assignee.
9.4 Entire Agreement. This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement among Lender, Landlord, and Tenant with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, commitments, offers, and agreements (whether written or oral) among the Parties with respect to the subject matter hereof.
9.5 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all of the Parties hereto, or their respective successors and assigns. No course of dealing between or among any of the Parties, and no delay in exercising any right, power, or remedy conferred by this Agreement or by law, shall operate as a waiver of, or otherwise prejudice, any such right, power, or remedy.
9.6 Severability. If any term, provision, covenant, or condition of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other term, provision, covenant, or condition hereof, and the remainder of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. The Parties shall endeavor in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of such invalid, illegal, or unenforceable provision.
9.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, and all of which counterparts together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by electronic mail in portable document format (.pdf) or by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309) or the federal ESIGN Act (15 U.S.C. §§ 7001 et seq.) shall be deemed original signatures for all purposes hereunder.
9.8 Headings. The headings, captions, and section numbers contained in this Agreement are for convenience of reference only and shall not limit, define, or otherwise affect the meaning or interpretation of any of the terms or provisions hereof.
9.9 Recording. Lender, Landlord, and/or Tenant may cause a memorandum of this Agreement to be recorded in the Office of the City Register of the City of New York, New York County, at the cost and expense of the Party requesting such recording. The Parties shall cooperate in the execution and delivery of any such memorandum. The form and substance of such memorandum shall be subject to the reasonable approval of all Parties.
9.10 No Third-Party Beneficiaries. Except as expressly set forth herein with respect to any Successor Landlord and the permitted successors and assigns of the Parties, nothing contained in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto any right, benefit, claim, or remedy of any nature whatsoever under or by reason of this Agreement.
9.11 Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Lease, as between Lender and Tenant, the terms and provisions of this Agreement shall control and govern. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Mortgage or any related loan documents, as between Lender and Landlord, the terms and provisions of the Mortgage and the related loan documents shall control and govern. Nothing in this Agreement shall be deemed to modify or amend the Lease as between Landlord and Tenant, except to the extent expressly set forth herein.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have caused this Subordination, Non-Disturbance and Attornment Agreement to be duly executed as of the date first written above.
LENDER:
ATLAS CONTINENTAL BANK, N.A., a national banking association
By: ________
Name: Patricia Delgado
Title: Vice President, Commercial Real Estate Lending
Date: July 10, 2023
LANDLORD/BORROWER:
GREYSTONE METROPOLITAN REALTY LLC, a Delaware limited liability company
By: ________
Name: Jonathan R. Whitfield
Title: Managing Principal
Date: July 10, 2023
TENANT:
AURELIUS MEDIA HOLDINGS INC., a Delaware corporation
By: ________
Name: Marcus D. Thornton
Title: Executive Vice President and General Counsel
Date: July 10, 2023
ACKNOWLEDGMENTS
ACKNOWLEDGMENT — LENDER
STATE OF NEW YORK	) ) ss.: COUNTY OF NEW YORK	)
On the 10th day of July, in the year 2023, before me, the undersigned, personally appeared Patricia Delgado, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as Vice President, Commercial Real Estate Lending of Atlas Continental Bank, N.A., the national banking association described in and which executed the within instrument, and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York
Name:
Commission No.: My Commission Expires:
ACKNOWLEDGMENT — LANDLORD
STATE OF NEW YORK	) ) ss.: COUNTY OF NEW YORK	)
On the 10th day of July, in the year 2023, before me, the undersigned, personally appeared Jonathan R. Whitfield, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Managing Principal of Greystone Metropolitan Realty LLC, the Delaware limited liability company described in and which executed the within instrument, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York
Name:
Commission No.: My Commission Expires:
ACKNOWLEDGMENT — TENANT
STATE OF NEW YORK	) ) ss.: COUNTY OF NEW YORK	)
On the 10th day of July, in the year 2023, before me, the undersigned, personally appeared Marcus D. Thornton, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Executive Vice President and General Counsel of Aurelius Media Holdings Inc., the Delaware corporation described in and which executed the within instrument, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York
Name:
Commission No.: My Commission Expires:
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The real property located in the Borough of Manhattan, City, County, and State of New York, designated for real property tax purposes as Block 1024, Lot 18, on the Tax Map of the City of New York, New York County, and more particularly described as follows:
ALL that certain plot, piece, or parcel of land, situate, lying, and being in the Borough of Manhattan, City, County, and State of New York, bounded and described as follows:
BEGINNING at a point on the easterly side of Seventh Avenue, distant 100 feet 11 inches northerly from the corner formed by the intersection of the easterly side of Seventh Avenue and the northerly side of West 51st Street;
RUNNING THENCE easterly parallel with West 52nd Street, 200 feet;
THENCE northerly parallel with Seventh Avenue, 200 feet 10 inches to the southerly side of West 52nd Street;
THENCE westerly along the southerly side of West 52nd Street, 200 feet to the easterly side of Seventh Avenue;
THENCE southerly along the easterly side of Seventh Avenue, 200 feet 10 inches to the point or place of BEGINNING.
TOGETHER WITH all right, title, and interest of the owner in and to any land lying in the bed of any street, road, or avenue, open or proposed, in front of or adjoining the above-described premises to the center line thereof;
TOGETHER WITH all right, title, and interest of the owner in and to any award made or to be made in lieu thereof and in and to any unpaid award for damage thereto by reason of change of grade of any street;
TOGETHER WITH the appurtenances and all the estate and rights of the owner in and to the above-described premises.
Being the same premises as set forth in the Mortgage.
Street Address: 787 Seventh Avenue, New York, New York 10019
Commonly Known As: Greystone Tower
Tax Designation: Block 1024, Lot 18, Borough of Manhattan, City of New York
EXHIBIT B
DESCRIPTION OF THE LEASE
1. Lease: Agreement of Lease dated as of July 13, 2023, between Greystone Metropolitan Realty LLC, a Delaware limited liability company, as Landlord, and Aurelius Media Holdings Inc., a Delaware corporation, as Tenant.
2. Premises: Floors 34, 35, 36, 37, and 38 of the Building known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019, comprising approximately 185,000 rentable square feet of office space.
3. Term: Fifteen (15) years.
4. Commencement Date: August 1, 2023.
5. Expiration Date: July 31, 2038.
6. Rent Commencement Date: February 1, 2024.
7. Renewal Options: Two (2) consecutive five (5)-year renewal options.
8. Expansion Option: Floors 39 and 40 of the Building.
9. Right of First Offer: Floors 30, 31, 32, and 33 of the Building.
10. Tenant Improvement Allowance: $85.00 per rentable square foot ($15,725,000.00 in the aggregate).
11. Excess Tenant Improvement Allowance: $15.00 per rentable square foot ($2,775,000.00 in the aggregate) (optional).
12. Security: Letter of Credit in the amount of $5,180,000.00, issued by Caledonian National Bank PLC, L/C No. SNLC-2023-08015.
13. Exhibits to the Lease:
Exhibit A — Floor Plans of the Premises
Exhibit B — Base Building Work and Delivery Condition
Exhibit C — Work Letter Agreement (Tenant Improvements)
Exhibit D — Rules and Regulations
Exhibit E — Cleaning Specifications
Exhibit F — Form of Letter of Credit
Exhibit G — Form of Subordination, Non-Disturbance and Attornment Agreement
14. Guaranty of Lease: Guaranty of Lease dated as of July 13, 2023, made by Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales, in favor of Landlord, with a guaranty cap of $18,000,000.00.
15. Amendments: None as of the date of this Agreement.
[End of Exhibit B]
[End of Subordination, Non-Disturbance and Attornment Agreement]

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

RECITALS

LENDER:

LANDLORD/BORROWER:

TENANT:

ACKNOWLEDGMENTS

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

EXHIBIT B

DESCRIPTION OF THE LEASE

Record

Parties

Dates

Amounts