Contract analysis

1. Filing Fee The filing fee for an Application for Authority of a foreign limited liability company pursuant to Section 802 of the New York Limited Liability Company Law is $250.00, payable to the New York Department of State. Payment shall be made by firm check or money order drawn on a bank or trust company chartered in the United States. If filing electronically through the DOS e-filing portal, payment may be mad

2. Filing Method The Application for Authority may be filed by any of the following methods: (a) In-Person Filing. The Application for Authority, together with the filing fee, the certificate of good standing from the Delaware Secretary of State, and the transmittal letter, may be delivered in person to the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code, One Commerce

3. Transmittal Letter A transmittal letter shall accompany the Application for Authority, requesting that the New York Department of State return a filed, stamped copy of the Application for Authority to: Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006 Attention: Rafael Dominguez The transmittal letter should reference the entity name, the type of filing, and the enclosed filing fee,

4. Coordination with Parallel Filing This filing should be coordinated with the parallel filing of the Application for Authority for Hudson Yards West Mortgage LLC ("HYW Mortgage"), a Delaware limited liability company, which is also being qualified to do business in New York in connection with the same Project. Both filings should be submitted simultaneously to ensure consistent timing and to facilitate the closing

5. Closing Deliverable Requirements A certified copy of the filed Application for Authority, bearing the filing receipt stamp of the New York Department of State, will be required as a closing deliverable for the Target Closing Date of June 15, 2025. Copies of the filed Application for Authority must be delivered to the following parties: (a) Clearfield & Associates LLP, counsel to the senior lender, at: Clearfield &

6. Post-Filing Action Items (a) Upon receipt of the filed copy from the Department of State, confirm that the filing receipt and index number have been recorded and circulate the filed copy to the deal team. (b) Obtain a Certificate of Authority (certified copy) from the Department of State for inclusion in the closing deliverable set. (c) Confirm that the biennial statement filing obligations applicable to foreign l