Contract analysis

I. PURPOSE This memorandum summarizes the findings, conclusions, and recommendations contained in the Phase I Environmental Site Assessment ("Phase I ESA") prepared by Apex Environmental Consultants, Inc. ("Apex Environmental"), Project No. AEC-NY-25-0337, dated March 20, 2025, for the project site located at 450 West 34th Street, New York, NY 10001 (Block 729, Lots 1, 5, 12, and 15), Manhattan, New York (the "Proper

II. EXECUTIVE SUMMARY The Phase I ESA, prepared under the direction of Dr. Lena Kaur, P.E., Project Manager at Apex Environmental, identified the following environmental conditions at or affecting the Property: • Recognized Environmental Conditions ("RECs"): Three (3) RECs were identified, relating to (i) potential petroleum hydrocarbon and heavy metals contamination associated with historical rail yard operations on

III. SCOPE OF THE PHASE I ESA A. ASTM E1527-21 Compliance Apex Environmental confirms on the face of the Phase I ESA that the report was prepared in full compliance with ASTM Standard E1527-21, the current edition of the standard practice for Phase I Environmental Site Assessments, which became effective on February 1, 2022. The Phase I ESA also confirms compliance with the EPA's AAI rule (40 C.F.R. Part 312), which

IV. SITE HISTORY AND LAND USE A. Historical Uses of the Property Based on the historical sources reviewed by Apex Environmental, the following chronological summary of land use at the Property has been established: Pre-1890s: The Property and surrounding area were part of the tidal wetlands and filled land along the western shoreline of Manhattan. Historical topographic maps indicate that portions of the site were fi

V. ENVIRONMENTAL DATABASE FINDINGS A. Federal Database Listings The Property itself does not appear on any federal environmental database, including the EPA NPL, CERCLIS/SEMS, RCRA TSD, RCRA LQG, RCRA SQG, or ERNS databases. The following federal database listings within the ASTM-prescribed search radii were identified as warranting discussion: (i) Caemmerer West Side Yard (EPA ID: NYD986948415). This facility, locat

VI. RECOGNIZED ENVIRONMENTAL CONDITIONS A. RECs Identified Apex Environmental identified three (3) Recognized Environmental Conditions at or affecting the Property. Each REC is discussed in detail below.

1. Historical Rail Yard Operations — Potential Petroleum and Metals Contamination. Description of Condition. The Property was historically part of or immediately adjacent to the New York Central Railroad rail yard complex, which operated on the Property and surrounding blocks from the late 19th century through the mid-20th century. Rail yard operations typically involve the storage, handling, and dispensing of petrol

2. Former Underground Storage Tanks (USTs). Description of Condition. Historical records and environmental database listings indicate the presence of former underground storage tanks on or immediately adjacent to the Property, specifically on Lot 15. Two USTs (one 4,000-gallon diesel tank and one 2,000-gallon gasoline tank) are reflected in the NYSDEC PBS database (Facility No. 2-614892) as associated with the former

3. Potential Vapor Intrusion Pathway. Description of Condition. Apex Environmental identified a potential vapor intrusion pathway associated with subsurface contamination that could migrate into future enclosed structures on the Property. Vapor intrusion occurs when volatile chemicals in contaminated soil or groundwater volatilize and migrate through the subsurface into overlying buildings, where they may accumulate

VII. IMPLICATIONS FOR THE TRANSACTION A. CERCLA Liability and Innocent Landowner / Bona Fide Prospective Purchaser Protections Under CERCLA § 107(a), 42 U.S.C. § 9607(a), current owners and operators of contaminated properties may be held strictly liable for response costs, regardless of fault. However, CERCLA provides several defenses and liability protections for parties who satisfy certain statutory conditions, in