Contract analysis

I. Purpose and Executive Summary A. Purpose. The purpose of this memorandum is to review and analyze the existing ALTA/ACSM Land Title Survey for the property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property") in connection with the proposed acquisition of the Property by BFO 450 West 34th LLC, a to-be-formed Delaware limited liability company and wholly own

II. Description of the Existing Survey A. Survey Identification The existing survey under review is identified as follows: • Surveyor: Clearview Land Surveyors Inc., a New York State licensed land surveying firm. • Date of Survey: March 2, 2011. • Type: ALTA/ACSM Land Title Survey. • Prepared For: Meridian Gateway Holdings LLC (as purchaser/owner) and Eastbridge Commercial Bank, N.A. (as lender, in connection with th

III. Key Survey Findings — Existing Conditions (as of March 2, 2011) A. Lot Boundaries and Dimensions The 2011 survey depicts the lot boundaries and dimensions for Block 754, Lot 42, Borough of Manhattan, encompassing a total lot area of 20,125 square feet. The lot configuration is generally rectangular, consistent with the typical lot pattern for mid-block properties in this portion of the Hudson Yards/Penn Station

1. Ashford Partners LLC Vault Easement The survey depicts a vault space easement benefiting Consolidated Edison Company of New York, Inc., recorded in the Office of the City Register, New York County, at Liber 4823, Page 112. The vault appears to be located beneath the public sidewalk along the West 34th Street frontage of the Property. The easement area is shown with hatching on the survey plat, and the surveyor's n

2. Standard NYC Zoning Lot Restrictions The 2011 survey notes general zoning designations consistent with the C6-4 zoning district, including references to applicable floor area ratio, height, and bulk regulations. These are not easements in the traditional sense but are regulatory restrictions noted on the survey face as a matter of practice. The zoning designations should be updated on the new survey to reflect any

3. Party Wall Conditions The 2011 survey notes apparent shared walls with the adjacent buildings located on the east and west lot lines of the Property. This is a common condition for mid-block Manhattan buildings of pre-war construction, where buildings were typically built to the lot line with shared or abutting structural walls. No recorded party wall agreements were referenced on the face of the survey. A review

IV. Staleness and Deficiency Analysis A. Age of Survey The existing survey is dated March 2, 2011, making it approximately fifteen (15) years old at the time of the anticipated closing of the Acquisition (target closing date: June 30, 2026). This degree of staleness presents several significant concerns: First, title insurers — including Granite State Title Insurance Company, which is expected to serve as the title i

V. Updated Survey Recommendations A. Scope of Updated Survey Based on the foregoing analysis, we recommend that the Client commission a full updated ALTA/NSPS Land Title Survey of the Property (450 West 34th Street, Block 754, Lot 42, Borough of Manhattan) from Clearview Land Surveyors Inc. (if Clearview remains in operation and available) or, alternatively, from another qualified New York State licensed surveying fi

1. BFO 450 West 34th LLC (buyer/owner);

2. Briarwood Family Office LLC (sole member of the buyer entity);

3. Calderwood & Harkness LLP (buyer's counsel);

4. Granite State Title Insurance Company (title insurer); and

5. Pinnacle Federal Savings Bank (prospective senior lender for the $78,000,000 acquisition mortgage) and its counsel. The certification language should conform to the standard form set forth in the 2021 Minimum Standard Detail Requirements and should be reviewed by this office prior to finalization. If Pinnacle Federal Savings Bank's counsel specifies any additional certification requirements, these should be incorp

1. Current building footprint and exterior modifications. The surveyor should carefully document the current building footprint and identify any exterior modifications resulting from the 2016–2020 capital improvement program, including changes to building walls, entrances, facades, windows, and any additions or demolitions.

2. Rooftop mechanical equipment, antennas, and signage. The 2016–2020 renovation included installation of rooftop telecommunications equipment and exterior signage. These installations are relevant to the approximately $2,640,000 in ancillary income from antenna leases, signage licenses, and parking operations, and should be accurately depicted on the updated survey plat, including dimensions, setbacks from building

3. Ashford Partners LLC vault easement (Liber 4823, Page 112). The surveyor should confirm the current boundaries, dimensions, and physical condition of the vault space beneath the sidewalk along the West 34th Street frontage, and ensure that the depiction on the updated survey is consistent with the recorded easement instrument.

4. Party wall conditions on east and west lot lines. The surveyor should confirm the location and condition of the party walls on the east and west lot lines and verify that no encroachments exist in either direction — that is, that neither the subject building encroaches onto the adjacent lots nor the adjacent buildings encroach onto the Property.

5. Curb cuts, loading docks, and sidewalk-level improvements. Any new curb cuts, loading docks, ramps, or changes to sidewalk-level improvements resulting from the renovation should be identified and depicted.

6. Fire escapes, cornices, and projections into public space. The surveyor should confirm the current status of any fire escapes, cornices, decorative elements, or other projections extending beyond the lot lines into the public right-of-way, and note applicable permits or revocable consents if referenced in available records.

7. ADA-compliant access points and building entrances. The surveyor should depict all building entrances, including any accessibility ramps, elevators, or other ADA-compliant features installed as part of the renovation.

8. Updated FEMA flood zone determination. The surveyor should obtain and reference the current FEMA Flood Insurance Rate Map for the Property, including the applicable community number, panel number, effective date, and flood zone designation, reflecting any post-Superstorm Sandy map revisions.

9. Cellar vault or sub-sidewalk space. The surveyor should identify and depict any cellar vaults, sub-sidewalk space, or below-grade areas extending outside the building footprint, which are common features of Manhattan commercial properties and may be subject to separate easements, licenses, or municipal permits.

10. Evidence of adjacent construction. The surveyor should note any evidence of active or recent construction on adjacent properties that may affect boundary lines, party wall conditions, or create encroachments onto the Property. D. Timeline and Coordination The updated survey should be ordered promptly upon execution of the Purchase and Sale Agreement ("PSA"), and ideally within the first two weeks of the forty-fiv

VI. Title-Survey Coordination Issues A. Survey Exception in Title Commitment The preliminary title report to be issued by Granite State Title Insurance Company for this transaction will contain a standard survey exception on Schedule B-II (Exceptions from Coverage). This exception generally excepts from coverage any facts, rights, interests, or claims that would be disclosed by an accurate survey and inspection of th

1. Existing Mortgage — Eastbridge Commercial Bank, N.A. The Property is currently encumbered by a mortgage in favor of Eastbridge Commercial Bank, N.A., in the original principal amount of $41,100,000, with an estimated current payoff balance of approximately $28,700,000. This is a lien matter rather than a survey matter and will be addressed through payoff and satisfaction at closing. However, it should be noted tha

2. Ashford Partners LLC Vault Easement. The vault space easement benefiting Consolidated Edison, recorded at Liber 4823, Page 112, must be accurately depicted on the updated survey plat with specific dimensions, boundaries, and the location relative to the building footprint and the public sidewalk. The title report will carry this easement as a Schedule B-II exception, and the updated survey should confirm that the

3. Standard NYC Zoning Lot Restrictions. Applicable zoning lot restrictions should be noted on the updated survey in the zoning-related Table A items (Items 6(a) and 6(b)). The title report may reference zoning restrictions as general exceptions, and the survey's zoning notes should be consistent with the title report's treatment of these matters. C. Potential Gap Issues A gap may exist between (i) the legal descript

VII. Zoning Overlay and Development Rights Considerations The updated survey should confirm the lot area of 20,125 square feet, which serves as the basis for floor area ratio ("FAR") calculations under the New York City Zoning Resolution for the C6-4 zoning district. The zoning analysis is summarized as follows: The unused development rights of approximately 14,850 square feet represent potentially valuable air right

VIII. Recommendations and Next Steps Based on the foregoing review and analysis, the following actions are recommended:

1. Engage Clearview Land Surveyors Inc. (or a comparable qualified New York State licensed surveying firm, if Clearview is unavailable) immediately upon authorization from the Client to prepare a fully updated ALTA/NSPS Land Title Survey of the Property in compliance with the 2021 Minimum Standard Detail Requirements for Land Title Surveys. The surveyor's scope of work should include the Table A optional items specif

2. Certification parties. Ensure that the updated survey is certified to the following parties: BFO 450 West 34th LLC (buyer/owner), Briarwood Family Office LLC (sole member), Calderwood & Harkness LLP (buyer's counsel), Granite State Title Insurance Company (title insurer), and Pinnacle Federal Savings Bank (prospective lender) and its counsel. Certification language should be reviewed by this office prior to finali

3. Coordinate with title officer. Contact Martin Clearfield at Granite State Title Insurance Company (140 Broadway, 22nd Floor, New York, NY 10005) to confirm all survey requirements for deletion of the standard survey exception from Schedule B-II and issuance of survey-related endorsements on the owner's title policy (insured amount $120,000,000) and the lender's title policy (insured amount $78,000,000). Any Granit

4. Coordinate with Pinnacle Federal Savings Bank. Contact Daniel Ortega, Senior Vice President, Commercial Real Estate Lending, and lender's counsel to confirm Pinnacle's survey requirements, including any lender-specific survey specifications, required Table A items, and certification language. Pinnacle's commercial real estate closing checklist should be obtained and cross-referenced against the surveyor's scope of

5. Coordinate with Halcyon Planning Associates LLC. Contact Mark Espinoza, AICP, at Halcyon Planning Associates LLC regarding zoning-related Table A items, confirmation of lot area, FAR compliance analysis, and verification of unused development rights (14,850 square feet). Mr. Espinoza should review the zoning-related information on the updated survey plat for accuracy and consistency with his independent zoning due

6. Budget timeline appropriately. Budget approximately three to four weeks for survey completion and build this timeline into the overall due diligence schedule. Based on the anticipated PSA execution date of April 11, 2026, and the due diligence expiration date of May 26, 2026, the survey engagement should be initiated no later than the first week of the due diligence period to allow adequate time for fieldwork, dra

7. Review updated survey upon receipt. Upon receipt of the updated survey, conduct a comprehensive review against the following: (a) the preliminary title report from Granite State Title Insurance Company, including all Schedule B-I requirements and Schedule B-II exceptions; (b) all recorded easements, encumbrances, and agreements identified in the title report, to confirm that each is accurately depicted on the surv

8. Flag for PSA negotiation. Include in the Purchase and Sale Agreement a condition requiring the Seller to cooperate with the survey update process, including without limitation: (a) providing reasonable access to the Property for survey fieldwork (including interior access to the cellar, roof, and common areas as needed by the surveyor); (b) providing copies of any existing surveys, as-built drawings, or site plans

IX. Attachments / Exhibits Referenced The following attachments and exhibits are referenced in this memorandum and will be appended upon receipt: • Attachment A: Copy of the existing ALTA/ACSM Land Title Survey prepared by Clearview Land Surveyors Inc., dated March 2, 2011. Status: To be attached upon receipt from Seller's counsel, Hargrove, Pettigrew & Sloane LLP, pursuant to Item 7 of the due diligence request list