Contract analysis

1. Introduction and Purpose of Letter As you know, this firm represents Gramercy Linden PropCo LLC (the "Purchaser"), a wholly owned subsidiary of Gramercy Linden JV LLC, in connection with the acquisition of The Linden at Gramercy Park, the mixed-use residential and retail property located at 245 East 21st Street, New York, New York 10010 (Block 899, Lot 42, Borough of Manhattan) (the "Property"), from Linden Gramer

2. Bring-Down of Seller's Representations and Warranties 2.1 General Bring-Down Requirement Pursuant to Section 9.2(a) of the PSA, as a condition precedent to Purchaser's obligation to consummate the closing of the transaction, Seller is required to deliver to Purchaser at the closing a certificate (the "Bring-Down Certificate") executed by a duly authorized representative of Seller, confirming that all of the repres

3. Outstanding Pre-Closing Deliverables from Seller We have been monitoring the status of Seller's pre-closing deliverables under the PSA and wish to bring to your attention several items that remain outstanding as of the date of this letter. Timely completion and delivery of these items is essential to ensuring that the closing can proceed as scheduled on June 5, 2023. 3.1 Estoppel Certificates — Retail Tenants Purs

Section 7.3(a) of the PSA requires Seller to deliver to Purchaser tenant estoppel certificates from tenants occupying not less than eighty percent (80%) of the leased residential units at the Property. We acknowledge receipt of a number of residential tenant estoppel certificates to date, and we are in the process of reviewing and tabulating the responses received. We request that Seller provide us with a current acc

4. Proposed Closing Mechanics 4.1 Closing Date and Location The anticipated closing date is June 5, 2023. The closing will be conducted via escrow through Archer & Towne Title Company, located at 60 East 42nd Street, Suite 1840, New York, New York 10165 (Attention: Philip Moreno, Title Officer; telephone: (212) 867-4500; email: pmoreno@archertowne.com). We anticipate that all closing documents and funds will be submi

5. Prorations and Adjustments The PSA provides for the following prorations and adjustments, all of which are to be calculated as of 12:01 a.m. Eastern Time on the closing date (June 5, 2023), with Seller being responsible for the period through and including June 4, 2023, and Purchaser being responsible for the period beginning on and including June 5, 2023: 5.1 Real Estate Taxes Real estate taxes for the Property w

6. Title and Survey Matters We refer to that certain title insurance commitment no. AT-2023-MN-0041872 issued by Archer & Towne Title Company, dated April 11, 2023 (the "Title Commitment"), as well as the updated ALTA/NSPS land title survey of the Property. As you are aware, our office submitted a title and survey review letter identifying certain title objections and survey matters requiring resolution prior to clos

7. Lender Requirements As discussed throughout this letter, Purchaser's acquisition of the Property is being financed in part with a senior mortgage loan in the principal amount of $26,000,000.00 from Pinnacle Fidelity Bank, N.A. (Sandra Kim, Vice President, Commercial Real Estate Lending). We are working closely with Lender's counsel to finalize the loan documents and to ensure that all conditions to funding are sat

8. Post-Closing Obligations We note for the record that certain obligations of Seller survive the closing of the transaction under the PSA. Specifically, Seller's indemnification obligations under Section 11.2 of the PSA, Seller's obligations to cooperate with the post-closing true-up of prorations under Section 10.5 of the PSA, and certain other surviving covenants set forth in the PSA, continue in full force and ef

9. Requested Response and Contact Information We respectfully request that Reedmore & Pratt LLP confirm receipt of this letter and provide a comprehensive written response addressing the status of each outstanding deliverable and open item identified herein no later than May 31, 2023. In particular, we request David Ochoa's written confirmation that Seller will be prepared to close on June 5, 2023 and that Seller doe