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Contract analysis / title-endorsement-request-letter.docx
title-endorsement-request-letter.docx
1031-00004 · 19 clauses
High · 0 Medium · 3 Standard · 3
1. Comprehensive / Extended Coverage Endorsements
1. Comprehensive / Extended Coverage Endorsements We request the following broad-coverage endorsements addressing restrictions, encroachments, and mineral matters: 1.1 ALTA 9.0 — Restrictions, Encroachments, Minerals Endorsement (or New York Equivalent). We request that Sentinel Title issue an ALTA 9.0 Endorsement (or the New York equivalent form, as applicable) confirming that: (a) no violations of any covenants, co
2. Environmental Protection Lien Endorsement
2. Environmental Protection Lien Endorsement 2.1 ALTA 8.1 — Environmental Protection Lien Endorsement. We request that Sentinel Title issue an ALTA 8.1 Endorsement insuring against loss or damage sustained by the insured lender by reason of the existence of any environmental protection lien that, at the date of the Policy, is recorded in the public records or has been filed in the public records pursuant to applicabl
3. Survey Endorsements
3. Survey Endorsements 3.1 ALTA 25.0 — Same as Survey Endorsement. We request that Sentinel Title issue an ALTA 25.0 Endorsement confirming that the legal description of the Property set forth in Schedule A of the Policy is the same as the property depicted and described on the Survey. The endorsement should specifically identify the Property as comprising Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Boroug
4. Zoning Endorsement
4. Zoning Endorsement 4.1 ALTA 3.0 / 3.1 / 3.2 — Zoning Endorsement. We request that Sentinel Title issue a zoning endorsement in the most comprehensive form available in New York. Specifically: (a) If the Property remains unimproved as of the Closing Date, we request an ALTA 3.0 — Zoning — Unimproved Land Endorsement confirming the zoning classification of the Property and that the proposed mixed-use development (en
5. Construction Loan / Pending Disbursements Endorsements Medium
⚑ Notice / time limit to track
5. Construction Loan / Pending Disbursements Endorsements 5.1 ALTA 32.0 — Construction Loan Endorsement. We request that Sentinel Title issue an ALTA 32.0 Construction Loan Endorsement insuring that all advances made by the Lender Group under the Construction Loan, whether the initial advance on the Closing Date or any subsequent advance, will have the same priority as the initial advance and the lien of the insured
6. Leasehold Endorsements Medium
⚑ Notice / time limit to track
6. Leasehold Endorsements 6.1 ALTA 13.0 — Leasehold Owner's and Lender's Endorsement (or New York Equivalent). We request that Sentinel Title issue an ALTA 13.0 Endorsement (or the applicable New York equivalent) confirming that the Policy insures a valid leasehold estate created by that certain Amended and Restated Ground Lease Agreement, dated as of May 15, 2020, by and between NYCEDC, as ground lessor, and MTDC, a
7. Additional / Ancillary Endorsements Medium
⚑ Forum / governing law
7. Additional / Ancillary Endorsements We request the following additional endorsements to the extent available in New York under applicable law and the regulations of the New York State Department of Financial Services: 7.1 ALTA 6.0 — Variable Rate Endorsement. We request that Sentinel Title issue an ALTA 6.0 Endorsement insuring against loss or damage arising from the variable interest rate provisions of the Constr
8. Mezzanine-Level UCC Insurance / Separate Policy Reference Standard
⚑ Commercial term
8. Mezzanine-Level UCC Insurance / Separate Policy Reference We wish to bring to your attention that Granite Peak Capital Partners, LP ("Granite Peak"), as mezzanine lender, will separately require a UCC insurance policy in the amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) (the "Mezzanine UCC Policy") insuring the pledge of one hundred percent (100%) of the membership interests in Hudson Yards We
9. Premium Quotation and Billing Standard
⚑ Commercial term
9. Premium Quotation and Billing We request that Sentinel Title provide a written premium quotation for all endorsements requested in this letter, broken out by individual endorsement, together with any applicable search continuation fees, date-down endorsement fees, and any other ancillary charges that may be assessed during the projected construction period (from the Closing Date through the anticipated Final TCO d
10. Schedule of Deliveries / Timing
10. Schedule of Deliveries / Timing In light of the targeted Closing Date of June 15, 2025, we respectfully request that Sentinel Title adhere to the following schedule with respect to the preparation and delivery of the requested endorsements: We request that the pro forma endorsements be delivered to Harrison Whitmore, Partner at Clearfield & Associates LLP, who serves as counsel to the Administrative Agent, no lat
11. Contact Information
11. Contact Information All questions, comments, or requests for additional information regarding this endorsement request should be directed to the following individuals at Calderwood & Harkness LLP: Grace Nakamura, Senior Associate Direct Dial: (212) 558-4293 Email: gnakamura@calderwoodharkness.com Rafael Dominguez, Associate Direct Dial: (212) 558-4351 Email: rdominguez@calderwoodharkness.com Copies of all corresp
1. Copy of Title Commitment No. STN-2025-MH-04178
1. Copy of Title Commitment No. STN-2025-MH-04178
2. ALTA/NSPS Land Title Survey — Kensington Surveying Associates, P.C. (Job No. KSA-2025-
2. ALTA/NSPS Land Title Survey — Kensington Surveying Associates, P.C. (Job No. KSA-2025-0712, dated May 1, 2025) (certified copy)
3. Phase I Environmental Site Assessment — Apex Environmental Consultants, Inc. (Project
3. Phase I Environmental Site Assessment — Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337, dated March 20, 2025)
4. Zoning Opinion — Hargrove & Linden, P.C. (Raymond Cho, Esq.) (dated April 15, 2025)
4. Zoning Opinion — Hargrove & Linden, P.C. (Raymond Cho, Esq.) (dated April 15, 2025)
5. Appraisal Summary — Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092, dated Apr
5. Appraisal Summary — Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092, dated April 1, 2025)
6. Executed Amended and Restated Ground Lease Agreement (CRFN 2020000198762, recorded Jun
6. Executed Amended and Restated Ground Lease Agreement (CRFN 2020000198762, recorded June 1, 2020)
7. ULURP Approval Documentation (Application No. C 230415 ZSM, City Planning Commission a
7. ULURP Approval Documentation (Application No. C 230415 ZSM, City Planning Commission approval dated September 12, 2023; City Council approval dated October 25, 2023)
8. Draft Guaranteed Maximum Price Construction Contract — Cobalt Construction Group, Inc. Standard
⚑ Commercial term
8. Draft Guaranteed Maximum Price Construction Contract — Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001; GMP: $412,000,000.00) NY\12847291.4 Deliverable | Requested Date | Recipient(s) Pro forma drafts of all endorsements | May 15, 2025 | Calderwood & Harkness LLP; Clearfield & Associates LLP (Harrison Whitmore) Lender review and comment period | May 15 – May 30, 2025 | Clearfield & Associates LLP; I