Contract analysis

I. Introduction and Purpose of Letter Calderwood & Harkness LLP serves as legal counsel to Briarwood Family Office LLC ("Briarwood" or "BFO"), a Delaware limited liability company headquartered at 680 Park Avenue, 9th Floor, New York, NY 10065, in connection with Briarwood's prospective acquisition of a mixed-use commercial property located at 450 West 34th Street, New York, NY 10001 (the "Property"). Briarwood was f

II. Calderwood & Harkness LLP Engagement Team The following attorneys at Calderwood & Harkness LLP have been assigned to this matter and will serve as Briarwood's counsel in connection with the acquisition and the related financing: Angela Fontaine — Partner, Real Estate Ms. Fontaine is the Responsible Partner for this engagement and will serve as the primary point of contact for all communications with the Bank and

III. Transaction Overview Set forth below is a summary of the key elements of the proposed acquisition and financing. We provide this overview for the Bank's reference and to facilitate early alignment between the parties and their respective counsel on the material terms and structural considerations. 3.1 The Property The Property is located at 450 West 34th Street, New York, New York 10001, in the Hudson Yards subm

IV. Request for Lender's Counsel Information We respectfully request that Pinnacle Federal Savings Bank identify the outside counsel that the Bank has engaged, or intends to engage, in connection with the proposed loan. Specifically, we request that the Bank provide the following information for the lead attorney at lender's counsel at the earliest opportunity: (a) Name of law firm; (b) Name and title of lead attorne

V. Key Coordination Items Set forth below are a number of key diligence, structural, and closing items on which we anticipate the need for early and ongoing coordination between borrower's counsel and lender's counsel. For each item, we provide a brief summary of the current status and, where applicable, identify specific information or direction that we are requesting from the Bank or its counsel. 5.1 Title and Surv

VI. Proposed Timeline Summary The following table summarizes the key milestones and target dates for the proposed transaction. We note that certain dates, particularly those relating to the Bank's underwriting, term sheet, and loan commitment, remain to be determined and are subject to the Bank's internal processes and approvals. We wish to emphasize that the transaction timeline is compressed, with approximately thr

VII. Document Sharing and Data Room We anticipate that a substantial volume of documentation and diligence materials will need to be reviewed and shared among the parties and their respective counsel in connection with both the acquisition and the financing. To facilitate an efficient and organized diligence process, we offer to provide the Bank and its counsel with access to the buyer's due diligence data room, whic

VIII. Closing Remarks We very much appreciate Pinnacle Federal Savings Bank's consideration of the proposed acquisition financing for the Property, and we look forward to working closely with the Bank and its counsel throughout the underwriting, documentation, and closing process. Briarwood has a long history of productive relationships with its lending partners, and we are confident that the same will be true of thi