1026-00003 · Calderwood & Harkness LLP · Financing

draft-cema-request-letter-eastbridge.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com

DRAFT — TO BE DATED UPON FINALIZATION Anticipated Date: Late March / Early April 2026

Via Email and First Class Mail

Eastbridge Commercial Bank, N.A.

Attention: Commercial Real Estate Loan Servicing / Payoff Department

[Address to be confirmed with Eastbridge]

Re: Request for Cooperation in Consolidation, Extension, and Modification Agreement (CEMA) Transaction — Mortgage Loan Secured by 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)

Dear Sir or Madam:

I. Introduction

This firm represents Briarwood Family Office LLC ("Briarwood"), a Delaware limited liability company with offices located at 680 Park Avenue, 9th Floor, New York, New York 10065, and its wholly owned acquisition subsidiary, BFO 450 West 34th LLC (the "Purchaser"), a Delaware limited liability company to be formed as a single-purpose entity for the purpose of acquiring the real property described herein. We write to you in connection with a proposed commercial real estate acquisition transaction in which the cooperation of Eastbridge Commercial Bank, N.A. ("Eastbridge" or the "Bank") would be of significant benefit to all parties involved.

Briarwood, through the Purchaser, is currently under contract to acquire the commercial property known as 450 West 34th Street, New York, New York 10001, designated on the Tax Map of the City of New York as Block 754, Lot 42, Borough of Manhattan (the "Property"), from Meridian Gateway Holdings LLC (the "Seller"), a New York limited liability company that is the current fee owner of the Property. The Seller is also the current borrower under the existing mortgage loan held by Eastbridge (the "Existing Mortgage," as more fully described below).

The purpose of this letter is to respectfully request that Eastbridge cooperate in the effectuation of a Consolidation, Extension, and Modification Agreement ("CEMA") transaction in connection with the Purchaser's new acquisition financing for the Property. As described in greater detail in Section IV below, a CEMA transaction would enable the Purchaser to reduce the mortgage recording tax otherwise payable upon the recording of its new acquisition mortgage in New York City by assigning, rather than satisfying and discharging, the Existing Mortgage at the closing of the acquisition. Your Bank would receive the full payoff amount of the Existing Mortgage at closing, and no additional credit risk, liability, or ongoing obligations would be imposed upon Eastbridge as a result of the CEMA structure. We believe this request is straightforward and consistent with customary practice for commercial mortgage transactions in New York City.

II. Background on the Existing Mortgage

Based upon our title examination and review of publicly available records through the Office of the City Register of the City of New York (Automated City Register Information System, or "ACRIS"), we understand the following with respect to the Existing Mortgage:

Lender: Eastbridge Commercial Bank, N.A.

Borrower: Meridian Gateway Holdings LLC

Original Principal Amount: $41,100,000.00

Date of Recording: April 14, 2011, recorded in the Office of the City Register of the City of New York (ACRIS), encumbering the Property located at 450 West 34th Street, Block 754, Lot 42, Borough of Manhattan.

Estimated Current Outstanding Principal Balance / Payoff Amount: Approximately $28,700,000.00 (exact payoff amount to be confirmed by Eastbridge pursuant to a formal payoff statement, as requested herein).

UCC-1 Financing Statement: We understand that a UCC-1 Financing Statement was filed in favor of Eastbridge Commercial Bank, N.A. in connection with the Existing Mortgage, covering personal property and fixtures located at the Property. The Purchaser's new lender will require that this financing statement be assigned in connection with the CEMA transaction.

Title Insurance: The Existing Mortgage is insured under Title Insurance Policy No. GST-2011-04872, issued by Granite State Title Insurance Company on April 14, 2011, in the insured amount of $68,500,000.00.

We respectfully request that Eastbridge confirm the accuracy of the foregoing information, including in particular the approximate outstanding balance of the Existing Mortgage, and advise of any additional recorded instruments (including, without limitation, any mortgage modification agreements, spreader agreements, or subordination agreements) that may affect the priority or terms of the Existing Mortgage.

III. Description of the Proposed Acquisition and New Financing

The material terms of the proposed acquisition and related financing are as follows:

Purchaser: BFO 450 West 34th LLC, a Delaware limited liability company (to be formed as a single-purpose entity and wholly owned subsidiary of Briarwood Family Office LLC).

Seller: Meridian Gateway Holdings LLC, a New York limited liability company.

Property: 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan).

Purchase Price: $120,000,000.00.

Target Closing Date: June 30, 2026, with an outside closing date of July 31, 2026.

New Lender: Pinnacle Federal Savings Bank ("New Lender"), a federally chartered savings bank, located at 245 Park Avenue, 12th Floor, New York, New York 10167. The Purchaser's primary contact at the New Lender is Daniel Ortega, Senior Vice President, Commercial Real Estate Lending.

Proposed New Senior Mortgage Amount: $78,000,000.00 (representing approximately 65% loan-to-value based on the $120,000,000.00 purchase price).

New Mortgage Loan Terms: The new senior mortgage loan is expected to bear interest at a floating rate of SOFR plus 225 basis points (currently estimated at approximately 6.60% per annum), with a five (5) year term and a thirty (30) year amortization schedule.

The balance of the purchase price will be funded through equity contributed by Briarwood and its affiliated investors. The New Lender has issued a commitment letter for the proposed financing, and the Purchaser expects to be in a position to close on or before the target closing date of June 30, 2026, subject to satisfaction of customary conditions precedent, including the cooperation of Eastbridge in the CEMA transaction described herein.

IV. Explanation of the CEMA Structure and Tax Savings

As Eastbridge is likely aware, under New York Tax Law § 253 and § 253-a, and the New York City Administrative Code, a mortgage recording tax ("MRT") is imposed on all new mortgages recorded in New York City. For mortgages securing indebtedness of more than $500,000.00, the combined New York State and New York City MRT rate applicable to commercial transactions in the City of New York is 2.80% of the principal debt secured.

Absent a CEMA transaction, the Purchaser would be required to pay MRT on the full amount of the new $78,000,000.00 mortgage to be recorded at closing. The MRT payable in that scenario would be calculated as follows:

$78,000,000.00 × 2.80% = $2,184,000.00

Under a CEMA transaction — which is expressly authorized and commonly utilized under New York Real Property Law § 255 and related provisions — the Existing Mortgage held by Eastbridge (with an approximate outstanding balance of $28,700,000.00) would be assigned by Eastbridge to the New Lender (Pinnacle Federal Savings Bank) at closing, rather than being satisfied and discharged of record. The assigned Existing Mortgage would then be consolidated with a new "gap" mortgage executed by the Purchaser in favor of the New Lender, and the consolidated mortgage would be modified to reflect the terms and conditions of the new $78,000,000.00 loan. A Consolidation, Extension, and Modification Agreement (the "CEMA") would be recorded, together with the assignment and the gap mortgage, to effectuate this structure.

Under this approach, MRT is payable only on the "new money" — that is, the difference between the total new mortgage amount and the outstanding principal balance of the assigned Existing Mortgage:

$78,000,000.00 − $28,700,000.00 = $49,300,000.00 (new money)

MRT on new money: $49,300,000.00 × 2.80% = $1,380,400.00

The total MRT savings achieved through the CEMA structure would therefore be:

$2,184,000.00 − $1,380,400.00 = $803,600.00

These savings are substantial and would benefit the Purchaser, as the party customarily responsible for the payment of MRT in connection with a commercial acquisition closing in New York City. We note that a portion of such savings, or a separately negotiated CEMA cooperation fee, may be offered to Eastbridge in consideration for its cooperation, as discussed in Section V.4 below.

It is important to emphasize that Eastbridge's cooperation in the CEMA transaction would not impose any additional credit risk, liability, or ongoing obligations on the Bank. Eastbridge would receive the full payoff amount of the Existing Mortgage at closing, just as it would in a conventional payoff and satisfaction scenario. The only difference from Eastbridge's perspective is a procedural one: instead of delivering a Satisfaction of Mortgage for recording, Eastbridge would deliver an Assignment of Mortgage to the New Lender or its designee. Following the recording of the assignment, Eastbridge would have no further interest in, or obligations with respect to, the Existing Mortgage or the Property.

V. Specific Requests to Eastbridge

In light of the foregoing, we respectfully make the following specific requests of Eastbridge:

1. Cooperation in the CEMA Transaction

We request that Eastbridge agree to cooperate in the CEMA transaction by assigning (rather than satisfying and discharging) the Existing Mortgage to Pinnacle Federal Savings Bank, or such other designee as the New Lender may direct, at the closing of the Purchaser's acquisition of the Property. The assignment would occur simultaneously with: (a) Eastbridge's receipt of the full payoff amount of the Existing Mortgage (approximately $28,700,000.00, as confirmed by a formal payoff letter to be issued by Eastbridge), via wire transfer of immediately available funds; and (b) the recording of the CEMA consolidating the assigned Existing Mortgage with the new gap mortgage executed by the Purchaser in favor of the New Lender. Eastbridge would have no further obligations or liability with respect to the Existing Mortgage or the Property following the closing and recording of the assignment.

2. Payoff Letter with CEMA Cooperation Language

We request that Eastbridge issue a formal payoff statement and letter reflecting the exact payoff amount for the Existing Mortgage as of the anticipated closing date of June 30, 2026, together with a per diem interest figure for each day thereafter through and including the outside closing date of July 31, 2026. We further request that the payoff letter include standard CEMA cooperation language, confirming that upon Eastbridge's timely receipt of the full payoff amount:

(a) Eastbridge will deliver an executed Assignment of Mortgage in recordable form to the New Lender (or its designee), rather than delivering a Satisfaction or Discharge of Mortgage; and

(b) Eastbridge will deliver an executed assignment of the related UCC-1 Financing Statement (via UCC-3 amendment) to the New Lender (or its designee).

We understand that Eastbridge's standard payoff letter may need to be modified to accommodate the CEMA structure, and we are happy to work with your loan servicing or payoff department to incorporate the necessary language. We can also provide sample CEMA payoff letter language used in prior transactions for your reference, if that would be helpful.

3. Delivery of Assignment Documents

We request that Eastbridge prepare and deliver, or authorize Calderwood & Harkness LLP or the title company (Granite State Title Insurance Company) to prepare on Eastbridge's behalf, the following documents in connection with the CEMA transaction:

(a) Assignment of Mortgage — An assignment of the Existing Mortgage from Eastbridge Commercial Bank, N.A. to Pinnacle Federal Savings Bank (or its designee), in recordable form suitable for filing with the Office of the City Register of the City of New York through ACRIS, together with any required New York City Real Property Transfer Tax forms or mortgage recording cover pages;

(b) Assignment of UCC-1 Financing Statement (UCC-3 Amendment) — An amendment to the UCC-1 Financing Statement filed in connection with the Existing Mortgage, reflecting the assignment of the secured party's interest from Eastbridge to the New Lender;

(c) Corporate Resolutions, Officer Certificates, and Authorizations — Any required corporate resolutions, officer's certificates, or other authorizations from Eastbridge confirming the authority of the officer or authorized signatory executing the Assignment of Mortgage and related documents on behalf of the Bank. As a national banking association regulated by the Office of the Comptroller of the Currency, Eastbridge may have specific internal approval requirements, and we request that Eastbridge initiate any necessary internal review processes promptly upon confirming its willingness to cooperate; and

(d) Additional Instruments — Such other instruments, affidavits, certifications, or documents as may be reasonably required by Granite State Title Insurance Company in order to insure the consolidated and modified lien of the new $78,000,000.00 mortgage in favor of the New Lender. The title officer handling this transaction on behalf of Granite State Title Insurance Company is Martin Clearfield, who is available to discuss any title-related requirements directly with Eastbridge's counsel or designated representative.

We are prepared to coordinate with Eastbridge's internal legal department or outside counsel regarding the form and substance of any of the foregoing documents. In our experience, the preparation and review of CEMA assignment documents is a straightforward process that can be completed well in advance of the closing date, provided that the parties begin coordination promptly.

4. CEMA Cooperation Fee

We acknowledge that Eastbridge may charge a customary CEMA cooperation or processing fee in connection with its agreement to assign, rather than satisfy, the Existing Mortgage. Such fees are standard in commercial CEMA transactions in New York City, and the Purchaser is prepared to pay a reasonable CEMA cooperation fee to Eastbridge in consideration for the Bank's cooperation. We respectfully request that Eastbridge advise us of the amount of any such fee at its earliest convenience so that it may be included in the Purchaser's closing cost budget and disclosed to the New Lender. The CEMA cooperation fee, if applicable, would be payable to Eastbridge at the closing of the transaction.

5. Timeline and Coordination

As noted above, the target closing date for the Purchaser's acquisition of the Property is June 30, 2026, with an outside closing date of July 31, 2026. In order to ensure that the CEMA transaction can be completed in a timely and orderly manner, we respectfully request that Eastbridge confirm its willingness to cooperate in the CEMA transaction as promptly as practicable, and ideally within ten (10) business days of its receipt of this letter. An early confirmation will allow the parties sufficient time to coordinate the preparation, review, and execution of the assignment documents and to satisfy any requirements that Granite State Title Insurance Company may impose in connection with the issuance of the Purchaser's and the New Lender's title insurance policies.

We recognize that Eastbridge's cooperation will need to be coordinated with multiple parties, including:

• The Seller: Meridian Gateway Holdings LLC, as the current borrower under the Existing Mortgage;

• The Seller's Counsel: Hargrove, Pettigrew & Sloane LLP, Jonathan D. Hargrove, Esq., 399 Park Avenue, 18th Floor, New York, New York 10022;

• The New Lender: Pinnacle Federal Savings Bank, Daniel Ortega, Senior Vice President, Commercial Real Estate Lending, 245 Park Avenue, 12th Floor, New York, New York 10167; and

• The Title Insurer: Granite State Title Insurance Company, Martin Clearfield, Title Officer.

We are prepared to facilitate introductions and communications among all of the foregoing parties and to serve as the primary point of coordination for the CEMA transaction on behalf of the Purchaser. We would appreciate it if Eastbridge would designate a specific contact person within its organization (whether in the loan servicing, payoff, or legal department) to serve as our counterpart for ongoing coordination of this matter.

VI. Seller's Consent

We wish to advise Eastbridge that the Seller, Meridian Gateway Holdings LLC, through its Managing Member, Victor S. Papadopoulos, and its Co-Managing Member, Elena K. Rosenberg, is aware of and has consented to the CEMA structure described in this letter. The Purchase and Sale Agreement between the Seller and the Purchaser, dated as of March 14, 2026, expressly contemplates the cooperation of the parties in effectuating a CEMA transaction in connection with the Purchaser's acquisition financing, and the Seller has agreed to use commercially reasonable efforts to facilitate the assignment of the Existing Mortgage to the extent required.

To the extent that Eastbridge requires formal written consent or a direction letter from the Seller (as the current borrower under the Existing Mortgage) authorizing the assignment of the Existing Mortgage rather than its satisfaction, we will coordinate with the Seller and the Seller's counsel, Hargrove, Pettigrew & Sloane LLP, to provide such documentation promptly. The Seller's counsel is available to communicate directly with Eastbridge regarding any borrower-side requirements or authorizations that may be needed.

VII. Contact Information for Coordination

All communications regarding the CEMA transaction, including the payoff letter, assignment documents, cooperation fee, and any related matters, should be directed to the following individuals at this firm:

Angela Fontaine, Partner Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-8412

Email: afontaine@calderwoodharkness.com

Cynthia Ho, Associate Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-8437

Email: cho@calderwoodharkness.com

This matter is being handled under Calderwood & Harkness LLP Matter Number 1026-00003. We kindly request that this matter number be referenced in all correspondence.

In addition, we request that copies of all communications regarding this matter be sent to our client's designated representative:

Margaux Ashworth-Levine, Principal & Head of Real Estate Investments Briarwood Family Office LLC 680 Park Avenue, 9th Floor New York, New York 10065

VIII. Closing

We greatly appreciate Eastbridge's prompt attention to this request and its anticipated cooperation in the CEMA transaction. We believe that the Bank's cooperation will be mutually beneficial, as it will facilitate an orderly closing and the timely satisfaction of the Existing Mortgage while enabling the Purchaser to achieve meaningful savings on mortgage recording tax. Eastbridge will receive the full payoff amount of the Existing Mortgage at closing regardless of whether the transaction is structured as a CEMA or a conventional payoff and satisfaction, and the CEMA structure imposes no additional risk or burden on the Bank.

We respectfully request that Eastbridge confirm receipt of this letter and advise us of the designated contact person within Eastbridge to whom future communications regarding this matter should be directed. We look forward to working with Eastbridge and its representatives to complete this transaction in a smooth and efficient manner.

Should you have any questions regarding any aspect of this letter or the proposed CEMA transaction, please do not hesitate to contact the undersigned directly at (212) 555-8412 or at afontaine@calderwoodharkness.com.

Thank you for your time and cooperation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Angela Fontaine Partner

Enclosures: None. Relevant documentation, including the executed Letter of Intent dated March 14, 2026, and excerpts from the Purchase and Sale Agreement pertaining to CEMA cooperation provisions, can be provided upon request and subject to appropriate confidentiality protections.

cc:

Theodore R. Ashworth, Briarwood Family Office LLC Margaux Ashworth-Levine, Briarwood Family Office LLC Cynthia Ho, Esq., Calderwood & Harkness LLP Grace Nakamura, Esq., Calderwood & Harkness LLP Jonathan D. Hargrove, Esq., Hargrove, Pettigrew & Sloane LLP (Seller's Counsel) Daniel Ortega, Senior Vice President, Pinnacle Federal Savings Bank (New Lender) Martin Clearfield, Granite State Title Insurance Company (Title Insurer)

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com
DRAFT — TO BE DATED UPON FINALIZATION Anticipated Date: Late March / Early April 2026
Via Email and First Class Mail
Eastbridge Commercial Bank, N.A.
Attention: Commercial Real Estate Loan Servicing / Payoff Department
[Address to be confirmed with Eastbridge]
Re: Request for Cooperation in Consolidation, Extension, and Modification Agreement (CEMA) Transaction — Mortgage Loan Secured by 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)
Dear Sir or Madam:
I. Introduction
This firm represents Briarwood Family Office LLC ("Briarwood"), a Delaware limited liability company with offices located at 680 Park Avenue, 9th Floor, New York, New York 10065, and its wholly owned acquisition subsidiary, BFO 450 West 34th LLC (the "Purchaser"), a Delaware limited liability company to be formed as a single-purpose entity for the purpose of acquiring the real property described herein. We write to you in connection with a proposed commercial real estate acquisition transaction in which the cooperation of Eastbridge Commercial Bank, N.A. ("Eastbridge" or the "Bank") would be of significant benefit to all parties involved.
Briarwood, through the Purchaser, is currently under contract to acquire the commercial property known as 450 West 34th Street, New York, New York 10001, designated on the Tax Map of the City of New York as Block 754, Lot 42, Borough of Manhattan (the "Property"), from Meridian Gateway Holdings LLC (the "Seller"), a New York limited liability company that is the current fee owner of the Property. The Seller is also the current borrower under the existing mortgage loan held by Eastbridge (the "Existing Mortgage," as more fully described below).
The purpose of this letter is to respectfully request that Eastbridge cooperate in the effectuation of a Consolidation, Extension, and Modification Agreement ("CEMA") transaction in connection with the Purchaser's new acquisition financing for the Property. As described in greater detail in Section IV below, a CEMA transaction would enable the Purchaser to reduce the mortgage recording tax otherwise payable upon the recording of its new acquisition mortgage in New York City by assigning, rather than satisfying and discharging, the Existing Mortgage at the closing of the acquisition. Your Bank would receive the full payoff amount of the Existing Mortgage at closing, and no additional credit risk, liability, or ongoing obligations would be imposed upon Eastbridge as a result of the CEMA structure. We believe this request is straightforward and consistent with customary practice for commercial mortgage transactions in New York City.
II. Background on the Existing Mortgage
Based upon our title examination and review of publicly available records through the Office of the City Register of the City of New York (Automated City Register Information System, or "ACRIS"), we understand the following with respect to the Existing Mortgage:
Lender: Eastbridge Commercial Bank, N.A.
Borrower: Meridian Gateway Holdings LLC
Original Principal Amount: $41,100,000.00
Date of Recording: April 14, 2011, recorded in the Office of the City Register of the City of New York (ACRIS), encumbering the Property located at 450 West 34th Street, Block 754, Lot 42, Borough of Manhattan.
Estimated Current Outstanding Principal Balance / Payoff Amount: Approximately $28,700,000.00 (exact payoff amount to be confirmed by Eastbridge pursuant to a formal payoff statement, as requested herein).
UCC-1 Financing Statement: We understand that a UCC-1 Financing Statement was filed in favor of Eastbridge Commercial Bank, N.A. in connection with the Existing Mortgage, covering personal property and fixtures located at the Property. The Purchaser's new lender will require that this financing statement be assigned in connection with the CEMA transaction.
Title Insurance: The Existing Mortgage is insured under Title Insurance Policy No. GST-2011-04872, issued by Granite State Title Insurance Company on April 14, 2011, in the insured amount of $68,500,000.00.
We respectfully request that Eastbridge confirm the accuracy of the foregoing information, including in particular the approximate outstanding balance of the Existing Mortgage, and advise of any additional recorded instruments (including, without limitation, any mortgage modification agreements, spreader agreements, or subordination agreements) that may affect the priority or terms of the Existing Mortgage.
III. Description of the Proposed Acquisition and New Financing
The material terms of the proposed acquisition and related financing are as follows:
Purchaser: BFO 450 West 34th LLC, a Delaware limited liability company (to be formed as a single-purpose entity and wholly owned subsidiary of Briarwood Family Office LLC).
Seller: Meridian Gateway Holdings LLC, a New York limited liability company.
Property: 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan).
Purchase Price: $120,000,000.00.
Target Closing Date: June 30, 2026, with an outside closing date of July 31, 2026.
New Lender: Pinnacle Federal Savings Bank ("New Lender"), a federally chartered savings bank, located at 245 Park Avenue, 12th Floor, New York, New York 10167. The Purchaser's primary contact at the New Lender is Daniel Ortega, Senior Vice President, Commercial Real Estate Lending.
Proposed New Senior Mortgage Amount: $78,000,000.00 (representing approximately 65% loan-to-value based on the $120,000,000.00 purchase price).
New Mortgage Loan Terms: The new senior mortgage loan is expected to bear interest at a floating rate of SOFR plus 225 basis points (currently estimated at approximately 6.60% per annum), with a five (5) year term and a thirty (30) year amortization schedule.
The balance of the purchase price will be funded through equity contributed by Briarwood and its affiliated investors. The New Lender has issued a commitment letter for the proposed financing, and the Purchaser expects to be in a position to close on or before the target closing date of June 30, 2026, subject to satisfaction of customary conditions precedent, including the cooperation of Eastbridge in the CEMA transaction described herein.
IV. Explanation of the CEMA Structure and Tax Savings
As Eastbridge is likely aware, under New York Tax Law § 253 and § 253-a, and the New York City Administrative Code, a mortgage recording tax ("MRT") is imposed on all new mortgages recorded in New York City. For mortgages securing indebtedness of more than $500,000.00, the combined New York State and New York City MRT rate applicable to commercial transactions in the City of New York is 2.80% of the principal debt secured.
Absent a CEMA transaction, the Purchaser would be required to pay MRT on the full amount of the new $78,000,000.00 mortgage to be recorded at closing. The MRT payable in that scenario would be calculated as follows:
$78,000,000.00 × 2.80% = $2,184,000.00
Under a CEMA transaction — which is expressly authorized and commonly utilized under New York Real Property Law § 255 and related provisions — the Existing Mortgage held by Eastbridge (with an approximate outstanding balance of $28,700,000.00) would be assigned by Eastbridge to the New Lender (Pinnacle Federal Savings Bank) at closing, rather than being satisfied and discharged of record. The assigned Existing Mortgage would then be consolidated with a new "gap" mortgage executed by the Purchaser in favor of the New Lender, and the consolidated mortgage would be modified to reflect the terms and conditions of the new $78,000,000.00 loan. A Consolidation, Extension, and Modification Agreement (the "CEMA") would be recorded, together with the assignment and the gap mortgage, to effectuate this structure.
Under this approach, MRT is payable only on the "new money" — that is, the difference between the total new mortgage amount and the outstanding principal balance of the assigned Existing Mortgage:
$78,000,000.00 − $28,700,000.00 = $49,300,000.00 (new money)
MRT on new money: $49,300,000.00 × 2.80% = $1,380,400.00
The total MRT savings achieved through the CEMA structure would therefore be:
$2,184,000.00 − $1,380,400.00 = $803,600.00
These savings are substantial and would benefit the Purchaser, as the party customarily responsible for the payment of MRT in connection with a commercial acquisition closing in New York City. We note that a portion of such savings, or a separately negotiated CEMA cooperation fee, may be offered to Eastbridge in consideration for its cooperation, as discussed in Section V.4 below.
It is important to emphasize that Eastbridge's cooperation in the CEMA transaction would not impose any additional credit risk, liability, or ongoing obligations on the Bank. Eastbridge would receive the full payoff amount of the Existing Mortgage at closing, just as it would in a conventional payoff and satisfaction scenario. The only difference from Eastbridge's perspective is a procedural one: instead of delivering a Satisfaction of Mortgage for recording, Eastbridge would deliver an Assignment of Mortgage to the New Lender or its designee. Following the recording of the assignment, Eastbridge would have no further interest in, or obligations with respect to, the Existing Mortgage or the Property.
V. Specific Requests to Eastbridge
In light of the foregoing, we respectfully make the following specific requests of Eastbridge:
1. Cooperation in the CEMA Transaction
We request that Eastbridge agree to cooperate in the CEMA transaction by assigning (rather than satisfying and discharging) the Existing Mortgage to Pinnacle Federal Savings Bank, or such other designee as the New Lender may direct, at the closing of the Purchaser's acquisition of the Property. The assignment would occur simultaneously with: (a) Eastbridge's receipt of the full payoff amount of the Existing Mortgage (approximately $28,700,000.00, as confirmed by a formal payoff letter to be issued by Eastbridge), via wire transfer of immediately available funds; and (b) the recording of the CEMA consolidating the assigned Existing Mortgage with the new gap mortgage executed by the Purchaser in favor of the New Lender. Eastbridge would have no further obligations or liability with respect to the Existing Mortgage or the Property following the closing and recording of the assignment.
2. Payoff Letter with CEMA Cooperation Language
We request that Eastbridge issue a formal payoff statement and letter reflecting the exact payoff amount for the Existing Mortgage as of the anticipated closing date of June 30, 2026, together with a per diem interest figure for each day thereafter through and including the outside closing date of July 31, 2026. We further request that the payoff letter include standard CEMA cooperation language, confirming that upon Eastbridge's timely receipt of the full payoff amount:
(a) Eastbridge will deliver an executed Assignment of Mortgage in recordable form to the New Lender (or its designee), rather than delivering a Satisfaction or Discharge of Mortgage; and
(b) Eastbridge will deliver an executed assignment of the related UCC-1 Financing Statement (via UCC-3 amendment) to the New Lender (or its designee).
We understand that Eastbridge's standard payoff letter may need to be modified to accommodate the CEMA structure, and we are happy to work with your loan servicing or payoff department to incorporate the necessary language. We can also provide sample CEMA payoff letter language used in prior transactions for your reference, if that would be helpful.
3. Delivery of Assignment Documents
We request that Eastbridge prepare and deliver, or authorize Calderwood & Harkness LLP or the title company (Granite State Title Insurance Company) to prepare on Eastbridge's behalf, the following documents in connection with the CEMA transaction:
(a) Assignment of Mortgage — An assignment of the Existing Mortgage from Eastbridge Commercial Bank, N.A. to Pinnacle Federal Savings Bank (or its designee), in recordable form suitable for filing with the Office of the City Register of the City of New York through ACRIS, together with any required New York City Real Property Transfer Tax forms or mortgage recording cover pages;
(b) Assignment of UCC-1 Financing Statement (UCC-3 Amendment) — An amendment to the UCC-1 Financing Statement filed in connection with the Existing Mortgage, reflecting the assignment of the secured party's interest from Eastbridge to the New Lender;
(c) Corporate Resolutions, Officer Certificates, and Authorizations — Any required corporate resolutions, officer's certificates, or other authorizations from Eastbridge confirming the authority of the officer or authorized signatory executing the Assignment of Mortgage and related documents on behalf of the Bank. As a national banking association regulated by the Office of the Comptroller of the Currency, Eastbridge may have specific internal approval requirements, and we request that Eastbridge initiate any necessary internal review processes promptly upon confirming its willingness to cooperate; and
(d) Additional Instruments — Such other instruments, affidavits, certifications, or documents as may be reasonably required by Granite State Title Insurance Company in order to insure the consolidated and modified lien of the new $78,000,000.00 mortgage in favor of the New Lender. The title officer handling this transaction on behalf of Granite State Title Insurance Company is Martin Clearfield, who is available to discuss any title-related requirements directly with Eastbridge's counsel or designated representative.
We are prepared to coordinate with Eastbridge's internal legal department or outside counsel regarding the form and substance of any of the foregoing documents. In our experience, the preparation and review of CEMA assignment documents is a straightforward process that can be completed well in advance of the closing date, provided that the parties begin coordination promptly.
4. CEMA Cooperation Fee
We acknowledge that Eastbridge may charge a customary CEMA cooperation or processing fee in connection with its agreement to assign, rather than satisfy, the Existing Mortgage. Such fees are standard in commercial CEMA transactions in New York City, and the Purchaser is prepared to pay a reasonable CEMA cooperation fee to Eastbridge in consideration for the Bank's cooperation. We respectfully request that Eastbridge advise us of the amount of any such fee at its earliest convenience so that it may be included in the Purchaser's closing cost budget and disclosed to the New Lender. The CEMA cooperation fee, if applicable, would be payable to Eastbridge at the closing of the transaction.
5. Timeline and Coordination
As noted above, the target closing date for the Purchaser's acquisition of the Property is June 30, 2026, with an outside closing date of July 31, 2026. In order to ensure that the CEMA transaction can be completed in a timely and orderly manner, we respectfully request that Eastbridge confirm its willingness to cooperate in the CEMA transaction as promptly as practicable, and ideally within ten (10) business days of its receipt of this letter. An early confirmation will allow the parties sufficient time to coordinate the preparation, review, and execution of the assignment documents and to satisfy any requirements that Granite State Title Insurance Company may impose in connection with the issuance of the Purchaser's and the New Lender's title insurance policies.
We recognize that Eastbridge's cooperation will need to be coordinated with multiple parties, including:
•  The Seller: Meridian Gateway Holdings LLC, as the current borrower under the Existing Mortgage;
•  The Seller's Counsel: Hargrove, Pettigrew & Sloane LLP, Jonathan D. Hargrove, Esq., 399 Park Avenue, 18th Floor, New York, New York 10022;
•  The New Lender: Pinnacle Federal Savings Bank, Daniel Ortega, Senior Vice President, Commercial Real Estate Lending, 245 Park Avenue, 12th Floor, New York, New York 10167; and
•  The Title Insurer: Granite State Title Insurance Company, Martin Clearfield, Title Officer.
We are prepared to facilitate introductions and communications among all of the foregoing parties and to serve as the primary point of coordination for the CEMA transaction on behalf of the Purchaser. We would appreciate it if Eastbridge would designate a specific contact person within its organization (whether in the loan servicing, payoff, or legal department) to serve as our counterpart for ongoing coordination of this matter.
VI. Seller's Consent
We wish to advise Eastbridge that the Seller, Meridian Gateway Holdings LLC, through its Managing Member, Victor S. Papadopoulos, and its Co-Managing Member, Elena K. Rosenberg, is aware of and has consented to the CEMA structure described in this letter. The Purchase and Sale Agreement between the Seller and the Purchaser, dated as of March 14, 2026, expressly contemplates the cooperation of the parties in effectuating a CEMA transaction in connection with the Purchaser's acquisition financing, and the Seller has agreed to use commercially reasonable efforts to facilitate the assignment of the Existing Mortgage to the extent required.
To the extent that Eastbridge requires formal written consent or a direction letter from the Seller (as the current borrower under the Existing Mortgage) authorizing the assignment of the Existing Mortgage rather than its satisfaction, we will coordinate with the Seller and the Seller's counsel, Hargrove, Pettigrew & Sloane LLP, to provide such documentation promptly. The Seller's counsel is available to communicate directly with Eastbridge regarding any borrower-side requirements or authorizations that may be needed.
VII. Contact Information for Coordination
All communications regarding the CEMA transaction, including the payoff letter, assignment documents, cooperation fee, and any related matters, should be directed to the following individuals at this firm:
Angela Fontaine, Partner Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-8412
Email: afontaine@calderwoodharkness.com
Cynthia Ho, Associate Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Telephone: (212) 555-8437
Email: cho@calderwoodharkness.com
This matter is being handled under Calderwood & Harkness LLP Matter Number 1026-00003. We kindly request that this matter number be referenced in all correspondence.
In addition, we request that copies of all communications regarding this matter be sent to our client's designated representative:
Margaux Ashworth-Levine, Principal & Head of Real Estate Investments Briarwood Family Office LLC 680 Park Avenue, 9th Floor New York, New York 10065
VIII. Closing
We greatly appreciate Eastbridge's prompt attention to this request and its anticipated cooperation in the CEMA transaction. We believe that the Bank's cooperation will be mutually beneficial, as it will facilitate an orderly closing and the timely satisfaction of the Existing Mortgage while enabling the Purchaser to achieve meaningful savings on mortgage recording tax. Eastbridge will receive the full payoff amount of the Existing Mortgage at closing regardless of whether the transaction is structured as a CEMA or a conventional payoff and satisfaction, and the CEMA structure imposes no additional risk or burden on the Bank.
We respectfully request that Eastbridge confirm receipt of this letter and advise us of the designated contact person within Eastbridge to whom future communications regarding this matter should be directed. We look forward to working with Eastbridge and its representatives to complete this transaction in a smooth and efficient manner.
Should you have any questions regarding any aspect of this letter or the proposed CEMA transaction, please do not hesitate to contact the undersigned directly at (212) 555-8412 or at afontaine@calderwoodharkness.com.
Thank you for your time and cooperation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Angela Fontaine Partner
Enclosures: None. Relevant documentation, including the executed Letter of Intent dated March 14, 2026, and excerpts from the Purchase and Sale Agreement pertaining to CEMA cooperation provisions, can be provided upon request and subject to appropriate confidentiality protections.
cc:
Theodore R. Ashworth, Briarwood Family Office LLC Margaux Ashworth-Levine, Briarwood Family Office LLC Cynthia Ho, Esq., Calderwood & Harkness LLP Grace Nakamura, Esq., Calderwood & Harkness LLP Jonathan D. Hargrove, Esq., Hargrove, Pettigrew & Sloane LLP (Seller's Counsel) Daniel Ortega, Senior Vice President, Pinnacle Federal Savings Bank (New Lender) Martin Clearfield, Granite State Title Insurance Company (Title Insurer)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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