PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 38th Floor New York, New York 10006 Tel: (212) 554-7800
Fax: (212) 554-7801
www.calderwoodharkness.com
March 15, 2026
Matter No. 1026-00003
Rebecca Tran, Esq. Associate Hargrove, Pettigrew & Sloane LLP 399 Park Avenue, 18th Floor New York, New York 10022
cc: Jonathan D. Hargrove, Esq., Lead Partner, Hargrove, Pettigrew & Sloane LLP
Re: Preliminary Due Diligence Request List — Proposed Acquisition of 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan) by Briarwood Family Office LLC (or its designee, BFO 450 West 34th LLC) from Meridian Gateway Holdings LLC
Dear Ms. Tran:
As you are aware, this firm represents Briarwood Family Office LLC (together with its permitted designee, BFO 450 West 34th LLC, the "Buyer") in connection with the proposed acquisition of the mixed-use property located at 450 West 34th Street, New York, New York 10001, also known as Block 754, Lot 42, Borough of Manhattan (the "Property"), from Meridian Gateway Holdings LLC (the "Seller"), pursuant to the terms of the Letter of Intent executed on March 14, 2026 between the Buyer and the Seller (the "LOI"). The LOI contemplates the purchase of the Property at a purchase price of One Hundred Twenty Million Dollars ($120,000,000.00), subject to the terms and conditions to be set forth in a definitive Purchase and Sale Agreement (the "PSA").
The purpose of this letter is to set forth the documents and information that the Buyer requests the Seller to provide in connection with the Buyer's due diligence review of the Property. We note that this is a preliminary request list and that the Buyer expressly reserves the right to supplement, amend, or modify this list with additional requests as the due diligence process progresses and as the Buyer's review of materials warrants further inquiry.
We respectfully request that all responsive documents and information be made available in a secure electronic data room within ten (10) business days of the Seller's receipt of this letter (i.e., on or before March 30, 2026). As set forth in the LOI, the forty-five (45) day Due Diligence Period is scheduled to commence upon execution of the PSA, which the parties are currently targeting for on or about April 11, 2026. In order to facilitate an efficient and timely due diligence process, the Buyer would like to begin its review of available materials in advance of PSA execution to the extent the Seller is willing to make such materials available.
Please direct all document production coordination and related communications to our colleague Cynthia Ho, Lead Associate, Calderwood & Harkness LLP, at (212) 554-7843 or cho@calderwoodharkness.com. Ms. Ho will serve as the primary point of contact for all matters relating to the organization and review of due diligence materials.
Set forth below are the categories of documents and information requested by the Buyer.
I. TITLE AND SURVEY
A. Title Documents
1. Owner's Title Insurance Policy. A copy of the most recent owner's title insurance policy for the Property. We understand that the existing policy was issued by Granite State Title Insurance Company, Policy No. GST-2011-04872, dated April 14, 2011, in an insured amount of $68,500,000. Please provide a complete copy of such policy, together with all endorsements, schedules, and any supplements thereto.
2. Current Title Commitment or Preliminary Title Report. A current title commitment or preliminary title report for the Property from Granite State Title Insurance Company (title officer: Martin Clearfield) or such other title company as the Seller may have engaged. If a current commitment has not yet been ordered, please advise so that the Buyer may arrange for the issuance of a commitment directly.
3. Recorded Exception Documents. Copies of all recorded documents referenced as exceptions in the title commitment or policy (whether in Schedule B-I or Schedule B-II or their equivalents), including but not limited to:
(a) All deeds in the chain of title for the Property for the past forty (40) years, including all bargain and sale deeds, quitclaim deeds, and any corrective or confirmatory instruments;
(b) All recorded mortgages, assignments of mortgage, consolidation agreements, modifications, spreader agreements, and satisfactions or discharges of mortgage, including specifically the mortgage in favor of Eastbridge Commercial Bank, N.A., recorded on April 14, 2011, in original principal amount of $41,100,000, together with any and all amendments, modifications, extensions, assignments, and related instruments recorded thereafter;
(c) Any UCC-1 Financing Statements filed in favor of Eastbridge Commercial Bank, N.A. or any other secured party, together with all amendments, continuations, and termination statements;
(d) The Ashford Partners LLC easement for vault space, recorded in Liber 4823, Page 112, Office of the City Register, New York County, together with any amendments, supplements, or modifications thereto;
(e) Any zoning lot restrictions, zoning lot development agreements, or declarations of zoning lot restrictions affecting the Property or any portion thereof; and
(f) Any other recorded documents, instruments, or encumbrances affecting the Property referenced in the title commitment or policy.
4. Unrecorded Agreements. Copies of all unrecorded agreements, side letters, memoranda of understanding, or other documents known to the Seller that affect or purport to affect title to the Property or any interest therein, including any oral agreements or understandings with adjacent property owners, governmental entities, or other third parties.
5. Title Affidavits. Copies of any title affidavits previously delivered by or on behalf of the Seller or any predecessor in interest to any title insurance company in connection with the issuance of any title insurance policy or endorsement for the Property.
6. Judgments, Liens, and Lis Pendens. Copies of all judgments, judgment liens, mechanic's liens, tax liens, lis pendens, federal tax liens, state tax warrants, or other liens or encumbrances affecting the Property or affecting Meridian Gateway Holdings LLC, together with any discharges, satisfactions, or releases thereof.
B. Survey
7. ALTA/NSPS Survey. A copy of the most recent ALTA/NSPS Land Title Survey of the Property. We understand that the existing survey was prepared by Clearview Land Surveyors Inc. and is dated March 2, 2011. Please provide the original survey, together with the surveyor's certification, legal description, and all Table A items depicted thereon.
8. Survey Updates. Copies of any updates, amendments, re-certifications, or supplements to the survey prepared since March 2, 2011, including any surveys prepared in connection with the 2016–2020 capital improvement program or any refinancing, leasing, or other transaction involving the Property.
9. As-Built Drawings. Any as-built drawings, site plans, or architectural plans reflecting the physical improvements to the Property as they currently exist, including any as-built plans prepared in connection with the capital improvement program undertaken between 2016 and 2020.
10. Encroachment and Boundary Agreements. Copies of all encroachment agreements, party wall agreements, boundary line agreements, license agreements for encroachments, or similar instruments relating to the Property or any improvements thereon, whether recorded or unrecorded.
II. ORGANIZATIONAL AND ENTITY DOCUMENTS — SELLER
A. Meridian Gateway Holdings LLC
11. Certificate of Formation. A copy of the Certificate of Formation (or Articles of Organization) of Meridian Gateway Holdings LLC as filed with the New York Secretary of State, together with all amendments, restatements, and certificates of amendment filed to date.
12. Operating Agreement. A complete copy of the Operating Agreement of Meridian Gateway Holdings LLC, together with all amendments, supplements, and restatements thereof. We understand that Victor S. Papadopoulos serves as Managing Member and Elena K. Rosenberg serves as Co-Managing Member. Please include all exhibits, schedules, and side letters relating to the Operating Agreement, including any provisions relating to the authority of the Managing Member or Co-Managing Member to consummate a sale of the Property.
13. Authorization to Sell. Evidence of the Seller's authority to enter into the proposed transaction and to sell the Property at the purchase price of $120,000,000, including copies of all resolutions, written consents, or other approvals of the members, managers, or other governing body of Meridian Gateway Holdings LLC authorizing the sale. If the Operating Agreement requires the consent of any members (including non-managing members) or any third party for the sale, please provide evidence that such consent has been obtained or will be obtained prior to PSA execution.
14. Good Standing Certificate. A Certificate of Good Standing (or Certificate of Existence) for Meridian Gateway Holdings LLC issued by the New York Secretary of State, dated within thirty (30) days of the date of this letter.
15. Federal EIN Confirmation. Confirmation of the Seller's Federal Employer Identification Number (EIN: 27-6831044), including a copy of the IRS determination letter or Form SS-4 confirmation, as applicable.
16. Ownership Structure. A complete list of all members, managers, and officers of Meridian Gateway Holdings LLC, together with an organizational chart showing all direct and indirect owners holding a ten percent (10%) or greater interest in the Seller. If Meridian Gateway Holdings LLC is owned, in whole or in part, by one or more intermediate entities, please provide the organizational documents (certificate of formation and operating agreement or equivalent) for each such intermediate entity.
17. Powers of Attorney. Copies of any powers of attorney granted by the Seller or any member or manager of the Seller relating to the Property or the proposed transaction.
18. Litigation and Proceedings. A schedule of any pending or threatened litigation, arbitration, administrative proceedings, or governmental investigations involving Meridian Gateway Holdings LLC, whether or not directly related to the Property, together with copies of any complaints, petitions, notices, or other initiating documents in connection therewith.
III. LEASES AND TENANT INFORMATION
A. Commercial Leases
19. Lease Documents. Copies of all commercial leases, subleases, amendments, modifications, extensions, renewals, supplements, commencement date agreements, and all related correspondence confirming lease terms for the Property, including but not limited to the following tenancies:
(a) Harmon & Voss Retail Partners LLC — Ground floor (Floor 1), approximately 14,200 rentable square feet, annual base rent of $1,207,000 ($85.00 per square foot), lease expiration November 30, 2032;
(b) Solstice Wellness Studio Inc. — Lower Floor 1 and Floor 2, approximately 14,400 rentable square feet, annual base rent of $938,000 ($65.14 per square foot), lease expiration March 31, 2029;
(c) Ridgepoint Consulting Group LLC — Floors 3 through 5, approximately 41,700 rentable square feet, annual base rent of $2,293,500 ($55.00 per square foot), lease expiration August 31, 2030;
(d) Calderon Specialty Insurance Digital Media Corp. — Floors 6 and 7, approximately 27,800 rentable square feet, annual base rent of $1,529,000 ($55.00 per square foot), lease expiration January 31, 2028; and
(e) All tenants occupying space on Floors 8 and 9 (approximately 27,800 rentable square feet in the aggregate, with blended annual base rent of approximately $1,530,000, various lease expirations from 2027 through 2029), including copies of all lease documents for each individual tenancy on those floors.
20. Guaranties. Copies of all personal guaranties, corporate guaranties, and any other credit enhancement instruments securing any tenant's lease obligations, including any "good guy" guaranties, together with any modifications, terminations, or releases thereof.
21. SNDAs. Copies of all subordination, non-disturbance, and attornment agreements ("SNDAs") currently in effect with respect to any tenant at the Property, including any SNDAs entered into in connection with the existing Eastbridge Commercial Bank, N.A. financing.
22. Tenant Correspondence. Copies of all correspondence between the Seller (or its property manager, Atlas Urban Management Corp.) and any commercial tenant within the past twenty-four (24) months regarding lease defaults, notices to cure, rent delinquencies, disputes, rent concessions, rent deferral arrangements, early termination requests, or any other material tenant matter.
23. Rent Rolls. Rent rolls for each month of the past twenty-four (24) months, showing for each tenant: tenant name, suite/floor number, rentable square footage, lease commencement date, lease expiration date, base rent, additional rent (including pass-through charges for real estate taxes, insurance, and common area maintenance), percentage rent (if applicable), and any free rent periods, rent abatements, or concession periods then in effect.
24. Security Deposits. A schedule of all security deposits held by the Seller with respect to each commercial tenant, specifying the form of each deposit (cash or letter of credit), the amount, the depository institution, and the account number. If any security deposits have been applied or drawn upon, please identify the amounts applied and the circumstances of such application.
25. Letters of Credit. Copies of all letters of credit posted by any tenant as a security deposit, including the issuing bank, the beneficiary, the stated amount, the expiration date, and any amendments thereto.
26. Tenant Improvement Allowances and Landlord Work. A schedule of all tenant improvement allowances ("TI allowances"), landlord work obligations, and any other unfunded or outstanding landlord commitments under any lease, including the total amount of each commitment, the amount disbursed to date, the remaining balance, and the deadline for disbursement or completion.
27. Tenant Options. A schedule of all renewal options, extension options, expansion options, contraction options, purchase options, rights of first refusal, rights of first offer, and termination options (including any termination fees or penalties) contained in any commercial lease, specifying the tenant, the nature of the option or right, the applicable exercise notice period, and the financial terms thereof.
28. Co-Tenancy and Use Restrictions. Copies of all co-tenancy provisions, exclusivity provisions, radius restrictions, and use restriction provisions contained in any commercial lease, together with any side letters or amendments relating thereto.
29. Brokerage Agreements. Copies of all brokerage agreements, commission agreements, listing agreements, and any other agreements pursuant to which commissions or fees are payable to any broker, finder, or other intermediary in connection with existing leases at the Property, including any commissions that are or may become payable upon lease renewal, extension, or expansion. Please include a schedule specifying the broker, the applicable tenant, the commission structure, and any outstanding or future commission obligations.
30. Tenant Litigation. A schedule of any pending or threatened litigation, arbitration, mediation, or other disputes involving any commercial tenant, including a brief description of the nature and status of each matter.
B. Residential Leases
31. Residential Lease Agreements. Copies of all thirty-eight (38) residential lease agreements for units located on Floors 10 through 14 of the Property (approximately 42,500 rentable square feet in the aggregate, with total annualized rent of approximately $1,836,000), together with all amendments, addenda, riders, and renewal letters.
32. Residential Rent Roll. A current residential rent roll, including for each unit: the unit number, the tenant name, the lease commencement date, the lease expiration date, the monthly rent, the legal regulated rent (if applicable), the preferential rent (if applicable), and the security deposit amount.
33. DHCR Registration History. Copies of all rent stabilization registrations filed with the New York State Division of Housing and Community Renewal ("DHCR"), including the initial registration and all subsequent annual registrations for each unit. Please include copies of the apartment registration forms (Form RR-1 and Form DHCR-Annual) for each unit for the past ten (10) years or such longer period as is available.
34. Rent Regulation Status. A schedule identifying which residential units (if any) are currently subject to the Rent Stabilization Law, the Rent Stabilization Code, the Emergency Tenant Protection Act ("ETPA"), or any form of rent control, together with an explanation of the regulatory basis for such status (e.g., receipt of J-51 benefits, 421-a benefits, voluntary registration, or otherwise).
35. Preferential Rent. Copies of all preferential rent riders or agreements for any residential unit, including documentation of the legal regulated rent and the preferential rent charged.
36. IAI and MCI Documentation. Copies of all documentation relating to individual apartment improvement ("IAI") rent increases claimed for any unit, including invoices, receipts, and worksheets. Copies of all major capital improvement ("MCI") applications filed with DHCR, together with any orders, determinations, or rent adjustment schedules issued by DHCR in connection therewith.
37. DHCR Proceedings. Copies of all DHCR complaints, overcharge complaints, fair market rent appeals, orders, decisions, and other proceedings involving any residential unit at the Property, whether pending, resolved, or dismissed.
38. Residential Vacancies. A schedule of all residential units currently vacant, indicating for each unit the date on which the unit was vacated, the reason for the vacancy, the last-charged rent, the legal regulated rent (if applicable), and the current status of any unit turnover or renovation work.
C. Ancillary Revenue Agreements
39. Ancillary Income Agreements. Copies of all agreements generating ancillary income for the Property (which we understand totals approximately $2,640,000 annually), including but not limited to:
(a) All antenna, telecommunications, rooftop, and cellular tower license or lease agreements;
(b) All signage, billboard, and exterior advertising license agreements; and
(c) All parking agreements, parking licenses, or parking management agreements.
Please provide all amendments, supplements, and correspondence relating to each such agreement.
40. Other Occupancy Agreements. Copies of any other license agreements, concession agreements, storage agreements, temporary use agreements, or other occupancy agreements relating to the Property not otherwise described above.
IV. FINANCIAL AND OPERATING INFORMATION
A. Historical Financial Statements
41. Annual Operating Statements. Annual operating statements for the Property for each of the past five (5) fiscal or calendar years (2021 through 2025), with line-item detail for each major revenue and expense category, including without limitation:
(a) Gross Potential Rent (currently $9,333,500 in the aggregate, comprised of retail rent of approximately $2,145,000, office rent of approximately $5,352,500, and residential rent of approximately $1,836,000);
(b) Vacancy and Credit Loss (currently $1,177,500, reflecting an effective vacancy rate of approximately 12.6%);
(c) Other Income / Ancillary Income (currently $2,640,000);
(d) Effective Gross Income (currently $10,796,000);
(e) All individual Operating Expense categories (as further described in Section IV.C below); and
(f) Net Operating Income (currently $6,960,000 on an annualized in-place basis).
42. Monthly Operating Statements. Monthly operating statements for the Property for the most recent twenty-four (24) months, with the same level of detail as requested for the annual statements.
43. Year-to-Date Operating Statement. A current year-to-date operating statement for the Property through the most recent month-end available.
44. General Ledger. General ledger detail for all Property-related accounts for the most recent twenty-four (24) months, in electronic format (Excel or CSV preferred).
B. Budget and Projections
45. Current Year Budget. The current year (2026) operating budget for the Property, including all assumptions, footnotes, and supporting schedules.
46. Seller Projections. Any Seller-prepared projections, pro formas, internal investment analyses, return calculations, or financial models relating to the Property, whether prepared by the Seller, the Seller's property manager, or any third-party advisor.
C. Operating Expenses
47. Operating Expense Detail. A detailed breakdown of all operating expenses for the Property (which we understand total approximately $3,836,000 on a current annualized basis), including without limitation:
(a) Real Estate Taxes: $2,640,000 (Fiscal Year 2025/2026);
(b) Insurance: $312,000;
(c) Utilities (common area): $198,000 (electric, gas, water/sewer, and steam, as applicable);
(d) Repairs and Maintenance: $276,000;
(e) Management Fee: 4.0% of effective gross income (approximately $326,240), payable to Atlas Urban Management Corp. pursuant to the property management agreement; and
(f) Other Operating Expenses: $83,760 (please itemize and describe each component).
48. Utility Invoices. Copies of all utility invoices for the most recent twenty-four (24) months, including electric, gas, water/sewer, and steam (if applicable), for both common area accounts and any accounts for which the Seller is the account holder.
49. Capital Expenditures — Historical. A schedule of all capital expenditures made with respect to the Property in the past five (5) years, including a description of each project, the date of completion, the total cost, and the contractor or vendor. We understand that the Seller undertook a capital improvement program from 2016 through 2020 at a total cost of approximately $14,200,000. Please provide a detailed breakdown of all components of that program.
50. Capital Expenditures — Anticipated. A schedule of any deferred maintenance items, anticipated capital expenditures, planned capital improvements, or other capital projects currently contemplated or budgeted by the Seller, together with the estimated cost and timeline for each such item.
D. Accounts Receivable
51. Accounts Receivable Aging Report. A current tenant accounts receivable aging report for the Property, aged by 0–30 days, 31–60 days, 61–90 days, and over 90 days, for both commercial and residential tenants.
52. Rent Concessions. A schedule of any rent abatements, free rent periods, rent deferrals, or other concessions currently in effect or anticipated to take effect under the terms of any lease, together with the dollar amount and duration of each concession.
V. REAL PROPERTY TAX RECORDS
53. Tax Bills — Historical. Real property tax bills for the Property for the past five (5) fiscal years, together with evidence of payment of all taxes due.
54. Current Tax Bill. The current Fiscal Year 2025/2026 tax bill for the Property (reflecting real estate taxes of $2,640,000).
55. Tentative Assessment. A copy of the Notice of Tentative Assessed Value for Fiscal Year 2026/2027, reflecting an assessed value of $48,200,000, Tax Class 4, together with any documentation of the Seller's review or challenge of such assessment.
56. Tax Certiorari Proceedings. Copies of all pending or prior tax certiorari proceedings relating to the Property, including any applications filed with the New York City Tax Commission and any Article 7 proceedings commenced in New York State Supreme Court, together with all orders, stipulations, decisions, and refund calculations issued in connection therewith.
57. Tax Exemptions and Abatements. Copies of any tax exemption or tax abatement applications (including ICAP, 421-a, J-51, Industrial and Commercial Incentive Program, or any other programs) applicable to the Property, together with all benefit letters, certificates, and compliance documentation. If no such applications have been filed, please so confirm.
58. Department of Finance Notices. Copies of any notices, correspondence, or determinations received from the New York City Department of Finance relating to the Property within the past five (5) years.
VI. ENVIRONMENTAL
59. Phase I ESA. A copy of the most recent Phase I Environmental Site Assessment for the Property. We understand that the Phase I ESA was prepared by Whitmore Environmental Sciences LLC (project manager: Dr. Samantha Reeves) and is dated June 15, 2020. Please provide the complete report, including all appendices, figures, historical maps, regulatory database search results, and any reliance letters issued.
60. Phase II and Phase III Assessments. Copies of any Phase II Environmental Site Assessments, Phase III remediation reports, or other subsurface investigation reports conducted with respect to the Property, whether prepared by Whitmore Environmental Sciences LLC or any other consultant.
61. Other Environmental Reports. Copies of any other environmental reports, studies, investigations, or assessments relating to the Property or adjacent properties, including without limitation any reports or studies addressing the historical dry-cleaning operations at the adjacent lot that were noted as a recognized environmental condition or a historical recognized environmental condition in the June 2020 Phase I ESA.
62. Agency Correspondence. Copies of all correspondence, notices, orders, consent orders, voluntary cleanup agreements, or other communications with any federal, state, or local environmental agency, including the United States Environmental Protection Agency ("EPA"), the New York State Department of Environmental Conservation ("NYSDEC"), the New York City Department of Environmental Protection ("NYC DEP"), and the New York State Department of Health.
63. Hazardous Materials Documentation. All documentation regarding the presence, abatement, encapsulation, monitoring, or removal of asbestos-containing materials ("ACM"), lead-based paint ("LBP"), polychlorinated biphenyls ("PCBs"), underground storage tanks ("USTs"), above-ground storage tanks ("ASTs"), or other hazardous or regulated materials at the Property, including any asbestos management plans, O&M plans, abatement reports, and clearance air monitoring reports.
64. Environmental Permits. Copies of any environmental compliance permits, registrations, or approvals held by the Seller or applicable to the Property, including but not limited to any air emission permits, wastewater discharge permits, or hazardous waste generator registrations.
65. Indoor Environmental Quality. Any indoor air quality testing reports, mold assessments, mold remediation reports, or radon testing reports for the Property.
VII. ZONING, LAND USE, AND PERMITS
66. Zoning Analysis. A zoning lot determination or zoning analysis confirming the Property's location within the C6-4 zoning district, including confirmation of the following:
(a) Maximum permitted Floor Area Ratio ("FAR"): 10.0 for commercial use; 10.0 for residential use (or equivalent community facility FAR, as applicable);
(b) Zoning lot area: 20,125 square feet;
(c) Maximum buildable floor area: 201,250 square feet;
(d) Existing built floor area: 186,400 square feet; and
(e) Unused development rights: approximately 14,850 square feet.
67. Development Rights Agreements. Copies of any zoning lot development agreements, zoning lot merger or subdivision documents, air rights transfer agreements, or declarations relating to the transfer, sale, or encumbrance of unused development rights associated with the Property.
68. Certificate(s) of Occupancy. The original Certificate of Occupancy for the building and all subsequent amended Certificates of Occupancy, together with any Temporary Certificates of Occupancy currently in effect.
69. Building Permits. Copies of all building permits issued by the New York City Department of Buildings for work performed at the Property, including without limitation all permits related to the 2016–2020 capital improvement program, together with all sign-offs, final inspections, letters of completion, and letters of no objection.
70. Special Permits and Variances. Copies of any special permits, variances, authorizations, or certifications issued by the New York City Board of Standards and Appeals ("BSA") or the New York City Planning Commission ("CPC") relating to the Property or the zoning lot.
71. Restrictive Declarations. Copies of any restrictive declarations, land disposition agreements, regulatory agreements, or other land use agreements affecting the Property that have been recorded against the Property or entered into with any governmental entity.
72. Pending Applications. A description of any pending applications or filings with the New York City Department of City Planning, the BSA, or the New York City Landmarks Preservation Commission, together with copies of all application materials.
73. Landmark and Historic District Status. Confirmation as to whether the Property is located within a designated historic district or has been individually designated as a New York City landmark or listed on the National Register of Historic Places or the New York State Register of Historic Places.
VIII. BUILDING VIOLATIONS AND COMPLIANCE
74. DOB Violations. A comprehensive violation history and current status report from the New York City Department of Buildings ("DOB") for Block 754, Lot 42, including:
(a) A list of all open violations, with the violation number, date issued, category, description, and current status;
(b) All violations issued within the past five (5) years, whether open or resolved; and
(c) Any stop-work orders, partial stop-work orders, or vacate orders, whether currently in effect or previously issued and subsequently rescinded.
75. ECB / OATH Violations. A complete violation history from the Environmental Control Board ("ECB") / Office of Administrative Trials and Hearings ("OATH"), including all open violations, all violations with outstanding penalties or default judgments, and evidence of payment or cure of all resolved violations.
76. HPD Violations. A violation history from the New York City Department of Housing Preservation and Development ("HPD") for the residential units located on Floors 10 through 14, including:
(a) All open Class A (non-hazardous), Class B (hazardous), and Class C (immediately hazardous) violations, with the violation number, date issued, unit, condition, and current compliance status;
(b) Any lead paint violations, including violations issued under Local Law 1 of 2004 or any successor law; and
(c) Any Emergency Repair Program ("ERP") orders, Alternative Enforcement Program ("AEP") designations, or 7A administrator proceedings relating to the Property.
77. FDNY Violations. Copies of any violations or inspection reports issued by the Fire Department of the City of New York ("FDNY"), including any violations relating to fire protection systems, sprinkler systems, standpipe systems, fire alarm systems, or means of egress.
78. Elevator Inspections. Current elevator inspection reports, inspection certificates, and test reports from the DOB for all passenger elevators, freight elevators, and escalators in the building, including the most recent periodic inspection and the most recent Category 1 and Category 5 test reports.
79. Boiler Inspections. Current boiler inspection reports and certificates for all boilers and pressure vessels at the Property, including the most recent annual inspection report.
80. Local Law Compliance. Copies of all compliance reports, filings, and certifications required under applicable New York City Local Laws, including without limitation:
(a) Local Law 11 / FISP (Facade Inspection and Safety Program): The most recent Cycle 9 (or applicable cycle) facade inspection report, including any designation of conditions as "safe," "safe with a repair and maintenance program" ("SWARMP"), or "unsafe," together with any related repair documentation;
(b) Local Law 84/97 (Energy Benchmarking): Copies of all annual energy and water benchmarking submissions filed with the NYC Mayor's Office of Climate and Environmental Justice, including the most recent filing;
(c) Local Law 87 (Energy Audits and Retro-Commissioning): Copies of all energy audit reports and retro-commissioning studies required to be completed for the Property; and
(d) Local Law 152 (Gas Piping Inspections): Copies of all gas piping periodic inspection certifications filed with the DOB, together with the inspection reports prepared by the licensed master plumber.
IX. INSURANCE
81. Insurance Policies. Copies of all current insurance policies maintained by the Seller with respect to the Property, including without limitation:
(a) Property / casualty insurance (including the declarations page, policy form, endorsements, and evidence of coverage limits);
(b) Commercial general liability insurance;
(c) Umbrella / excess liability insurance;
(d) Rent loss / business interruption insurance;
(e) Flood insurance, including evidence of the current FEMA flood zone determination for the Property (FEMA Flood Insurance Rate Map panel and zone designation); and
(f) Workers' compensation and employer's liability insurance, to the extent applicable to any employees stationed at the Property.
82. Insurance Cost Confirmation. Confirmation of the current annual insurance cost of $312,000, together with a breakdown by policy type, carrier, policy number, coverage limits, deductibles, and annual premium for each policy.
83. Loss Run History. Loss run history for the Property for the past five (5) years from all insurance carriers, including a summary of all claims made, the status of each claim (open, closed, or reserved), and the amounts paid or reserved.
84. Pending Insurance Claims. Copies of all pending or settled insurance claims relating to the Property within the past five (5) years, including copies of any claim correspondence, adjuster reports, and settlement agreements.
X. PROPERTY MANAGEMENT AND SERVICE CONTRACTS
A. Property Management Agreement
85. Management Agreement. A complete copy of the property management agreement between Meridian Gateway Holdings LLC and Atlas Urban Management Corp. (contact: Gerald Fitch, Senior Property Manager; office: 330 West 42nd Street, 7th Floor, New York, New York 10036), together with all amendments, supplements, and exhibits. We understand that the agreement has a term through December 31, 2027, and provides for a management fee equal to 4.0% of effective gross income. Please confirm these terms and advise whether the agreement may be terminated by the owner upon sale of the Property and, if so, the notice requirements and any termination fees.
86. Building Employees. A schedule of all on-site building employees, including for each employee: name, position, date of hire, annual compensation, benefits, union affiliation (if any, including the applicable local of the Service Employees International Union, SEIU Local 32BJ, or other union), and a description of the applicable collective bargaining agreement.
87. Employment and Collective Bargaining Agreements. Copies of all employment agreements, offer letters, and collective bargaining agreements relating to any Property staff, together with any grievances or arbitration proceedings currently pending.
B. Service Contracts
88. Vendor Contracts. Copies of all service, maintenance, and vendor contracts relating to the Property, including but not limited to contracts for the following services:
(a) Elevator maintenance and repair;
(b) HVAC maintenance and repair;
(c) Security services (including any on-site security personnel and access control systems);
(d) Cleaning and janitorial services (for both commercial and residential common areas);
(e) Landscaping and exterior maintenance;
(f) Pest control;
(g) Fire alarm and sprinkler system monitoring and maintenance;
(h) Trash removal and recycling;
(i) Water treatment (including cooling tower water treatment); and
(j) Window cleaning.
89. Service Contract Schedule. A schedule identifying for each service or vendor contract: the vendor name, a description of the services provided, the contract term (commencement and expiration dates), the annual cost, and the termination provisions, including specifically whether each contract is terminable on thirty (30) days' notice without penalty upon the sale of the Property or a change of ownership.
XI. EXISTING FINANCING
90. Loan Documents. Copies of all loan documents evidencing the existing mortgage financing in favor of Eastbridge Commercial Bank, N.A., including without limitation:
(a) The mortgage note (original principal amount of $41,100,000; dated and recorded April 14, 2011);
(b) The mortgage (or, if applicable, the consolidated mortgage) and any spreader or splitter agreements;
(c) All modifications, amendments, extensions, consolidations, and assignments of the mortgage and note;
(d) The assignment of leases and rents;
(e) All UCC-1 Financing Statements and all continuations, amendments, and assignments thereof;
(f) The environmental indemnity agreement;
(g) Any guaranty agreements (whether recourse, non-recourse carve-out, or completion guaranties) executed in connection with the loan; and
(h) Any other ancillary loan documents, including any cash management agreements, lockbox agreements, deposit account control agreements, subordination agreements, or intercreditor agreements.
91. Current Loan Status. A current loan statement from Eastbridge Commercial Bank, N.A. reflecting the outstanding principal balance (which we estimate to be approximately $28,700,000), the current interest rate, the maturity date, the amortization schedule, and the current monthly debt service payment.
92. Reserve Agreements. Copies of all lockbox agreements, cash management agreements, and reserve agreements (including tax escrow, insurance escrow, replacement reserve, tenant improvement reserve, and leasing commission reserve accounts) maintained in connection with the existing loan.
93. Lender Correspondence. Copies of any correspondence from Eastbridge Commercial Bank, N.A. regarding defaults, events of default, waivers, notices of non-compliance, or consent requirements in connection with the proposed sale, including any transfer fee provisions or assumption provisions in the loan documents.
94. CEMA Coordination. Contact information for Eastbridge Commercial Bank, N.A.'s loan administration department and payoff department, for purposes of coordinating the potential execution of a Consolidation, Extension, and Modification Agreement ("CEMA") in connection with the Buyer's acquisition financing. The Buyer intends to seek the cooperation of Eastbridge in a CEMA transaction to reduce mortgage recording tax on the Buyer's new financing. Please confirm the Seller's willingness to cooperate in CEMA negotiations and identify any known impediments to such cooperation.
95. Subordinate Financing. Copies of any mezzanine financing documents, subordinate debt instruments, preferred equity documents, or other forms of debt or equity financing currently encumbering the Property or the Seller's interest therein. If no subordinate financing is currently in place, please so confirm.