1031-00004 · Hudson Yards West Mortgage LLC · Closing

managers-certificate-hyw-mezzanine.docx DOCUMENT Real Estate

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MANAGER'S CERTIFICATE OF HUDSON YARDS WEST MEZZANINE LLC

Delivered Pursuant to the Mezzanine Loan Agreement dated as of June 15, 2025

by and between

Hudson Yards West Mezzanine LLC, as Mezzanine Borrower,

and

Granite Peak Capital Partners, LP, as Mezzanine Lender

The undersigned, Marcus J. Pellegrini, in his capacity as the authorized Manager of Hudson Yards West Mezzanine LLC, a Delaware limited liability company (the "Mezzanine Borrower" or the "Company"), and not in any individual capacity, hereby certifies to Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezzanine Lender"), the following, in connection with that certain Mezzanine Loan Agreement, dated as of June 15, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement"), by and between the Company, as mezzanine borrower, and the Mezzanine Lender, as mezzanine lender, providing for a mezzanine loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) (the "Mezzanine Loan"). The Mezzanine Loan has been made in connection with the mixed-use commercial development project commonly known as "Hudson Yards West," located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City, County, and State of New York) (the "Project").

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Mezzanine Loan Agreement. All references to sections, articles, and exhibits herein are to sections, articles, and exhibits of this Certificate unless otherwise specified.

This Certificate is being delivered pursuant to Section 4.1(e) of the Mezzanine Loan Agreement as a condition precedent to the initial advance of the Mezzanine Loan on the date hereof (the "Closing Date").

The undersigned, in his capacity as Manager of the Company, and based upon his knowledge of the affairs of the Company, after due inquiry and investigation, hereby certifies as follows:

Section 1 — Organization and Good Standing

The Company is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on April 28, 2025, and has at all times since such date maintained its existence and good standing under Delaware law. The Company's Delaware file number is 7924815.

The Company is duly qualified to transact business and is in good standing as a foreign limited liability company in the State of New York, having obtained its Certificate of Authority to transact business in New York on May 9, 2025. The Company has no operations, employees, offices, or assets in any other jurisdiction and is not required to be qualified to transact business in any jurisdiction other than the State of Delaware (its jurisdiction of formation) and the State of New York.

The Company's sole member is Metropolitan Transit Development Corp., an Illinois government instrumentality ("MTDC" or the "Sole Member"). MTDC holds one hundred percent (100%) of the membership interests in the Company. No other person or entity holds any membership interest, economic interest, or other equity interest in the Company, and no options, warrants, conversion rights, or other rights to acquire any membership or equity interest in the Company are outstanding.

The Company was formed as, and at all times has been and continues to be, a single-purpose, bankruptcy-remote entity in accordance with the requirements set forth in Section 5.1(w) of the Mezzanine Loan Agreement and the corresponding provisions of the LLC Agreement (as defined below). The Company has at all times since its formation complied with all separateness covenants and organizational requirements applicable to special purpose entities as set forth in the Mezzanine Loan Agreement.

The Company's employer identification number (EIN) is 93-4827156, as obtained from the Internal Revenue Service upon formation of the Company.

Section 2 — Organizational Documents

True, correct, and complete copies of the following organizational documents of the Company are attached hereto as the exhibits referenced below, and each such document remains in full force and effect as of the Closing Date, without amendment, modification, restatement, supplement, termination, or waiver except as expressly set forth therein:

(a) Exhibit A: Certificate of Formation of Hudson Yards West Mezzanine LLC, as filed with the Secretary of State of the State of Delaware on April 28, 2025, together with any and all amendments and/or restatements thereto (there being no such amendments or restatements as of the Closing Date);

(b) Exhibit B: Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC, dated as of April 28, 2025 (the "LLC Agreement"), as executed by MTDC as Sole Member and in effect on the Closing Date, including all schedules and exhibits thereto;

(c) Exhibit C: Certificate of Good Standing (also known as a Certificate of Status) for the Company issued by the Secretary of State of the State of Delaware, dated May 20, 2025, which date is within thirty (30) days of the Closing Date; and

(d) Exhibit D: Certificate of Authority to transact business as a foreign limited liability company in the State of New York, together with a Certificate of Good Standing (or equivalent certificate of status) issued by the New York Secretary of State (or the New York Department of State, Division of Corporations), dated May 22, 2025, which date is within thirty (30) days of the Closing Date.

No organizational document of the Company has been amended, restated, supplemented, or otherwise modified since the date of its initial execution or filing, as applicable, and no such amendment, restatement, supplement, or modification is pending or contemplated as of the Closing Date. The organizational documents attached hereto as Exhibits A through D are the only organizational documents of the Company.

Section 3 — Authorization

The execution, delivery, and performance by the Company of the Mezzanine Loan Agreement, the Pledge and Security Agreement, dated as of even date herewith (the "Pledge Agreement"), and each of the other Mezzanine Loan Documents to which the Company is a party (collectively, the "Mezzanine Loan Documents"), and the consummation of the transactions contemplated thereby, including, without limitation, the borrowing of the Mezzanine Loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00), the granting of a first priority pledge of and security interest in one hundred percent (100%) of the membership interests in Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower" or "HYW Mortgage"), and the performance of all obligations of the Company arising under or in connection with the Mezzanine Loan Documents, have been duly authorized by all necessary limited liability company action on the part of the Company, including, without limitation:

(a) the approval of MTDC, as Sole Member, by written consent in lieu of a meeting, in accordance with the LLC Agreement and applicable provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.);

(b) the authorization of the undersigned, as Manager, to execute and deliver the Mezzanine Loan Documents on behalf of the Company; and

(c) all other actions required under the LLC Agreement, the Mezzanine Loan Agreement, or applicable law to authorize the foregoing transactions.

A true, correct, and complete copy of the written consent of MTDC, as Sole Member, authorizing the foregoing transactions and related matters, dated as of June 10, 2025, is attached hereto as Exhibit E (the "Sole Member Consent"). The Sole Member Consent has not been amended, modified, revoked, rescinded, or superseded in any respect and remains in full force and effect as of the Closing Date.

No further consent, approval, authorization, order, filing, registration, or other action by the Company, its Sole Member, its Manager, any independent director, any springing member, any governmental authority, or any other person or entity is required in connection with the execution, delivery, and performance of the Mezzanine Loan Documents or the consummation of the transactions contemplated thereby, except such consents, approvals, and authorizations as have been obtained and are in full force and effect on the Closing Date.

Section 4 — Execution and Delivery; Enforceability

Each Mezzanine Loan Document to which the Company is a party has been (or, to the extent to be executed on the Closing Date, will be on the Closing Date) duly executed and delivered by the Company, acting through its duly authorized Manager or other authorized signatory identified in Section 8 below. The execution and delivery of each such Mezzanine Loan Document was authorized in the manner described in Section 3 above, and no further action is necessary on the part of the Company or any other person to make such execution and delivery effective and binding.

Each Mezzanine Loan Document to which the Company is a party constitutes (or, upon execution and delivery on the Closing Date, will constitute) the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject only to:

(a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability affecting the enforcement of creditors' rights generally; and

(b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5 — Representations and Warranties

All representations and warranties made by the Company in the Mezzanine Loan Agreement and in each other Mezzanine Loan Document to which the Company is a party are true, correct, and complete in all material respects as of the Closing Date, with the same force and effect as if each such representation and warranty were made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is, and was, true, correct, and complete in all material respects as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically confirms that the following representations and warranties are true, correct, and complete as of the Closing Date:

(a) SPE Covenants and Separateness Provisions. The Company's single-purpose entity ("SPE") covenants and separateness provisions, as set forth in Article VII of the LLC Agreement and as required by Section 5.1(w) of the Mezzanine Loan Agreement, conform in all respects to the requirements of the Mezzanine Loan Agreement. The Company has at all times since its formation observed and complied with all such SPE covenants and separateness provisions, including, without limitation, maintaining separate books, records, and bank accounts, holding itself out as a separate entity, not commingling its assets with those of any other person or entity, paying its own liabilities and expenses from its own funds, maintaining adequate capitalization in light of its contemplated business, maintaining an arm's-length relationship with its affiliates, and otherwise conducting its affairs in a manner designed to avoid substantive consolidation with the Sole Member or any other affiliate.

(b) No Unauthorized Liabilities. The Company has no liabilities, obligations, or indebtedness, whether direct or indirect, absolute or contingent, matured or unmatured, secured or unsecured, known or unknown, other than (i) obligations arising under or permitted by the Mezzanine Loan Documents and (ii) such other liabilities, obligations, and indebtedness as are expressly permitted under Section 5.1(b) of the Mezzanine Loan Agreement.

(c) Limited Business Activities. Since its formation, the Company has not engaged in any business or activity other than (i) the ownership of one hundred percent (100%) of the membership interests (the "Pledged Collateral") in Hudson Yards West Mortgage LLC, a Delaware limited liability company ("HYW Mortgage" or the "Mortgage Borrower"), (ii) the execution, delivery, and performance of the Mezzanine Loan Documents, (iii) the exercise of rights and performance of obligations in connection with the LLC Agreement and the organizational documents of HYW Mortgage, and (iv) activities that are incidental, necessary, or appropriate in connection with any of the foregoing.

(d) Independent Director / Springing Member Provisions. No independent director or springing member provisions of the LLC Agreement have been triggered as of the Closing Date. Specifically, no event has occurred that would give rise to the appointment of a springing member, and the independent director named in the LLC Agreement, Catherine R. Whitfield, continues to serve in such capacity and has not been removed, replaced, or resigned, nor has any circumstance arisen that would require the exercise of any springing member or independent director provision under the LLC Agreement.

Section 6 — No Default

No Default or Event of Default (as each such term is defined in the Mezzanine Loan Agreement) has occurred and is continuing under the Mezzanine Loan Agreement or any other Mezzanine Loan Document as of the Closing Date. No Default or Event of Default would result from (a) the making of the initial advance of the Mezzanine Loan on the Closing Date, (b) the execution, delivery, or performance of any Mezzanine Loan Document by the Company, or (c) the consummation of any other transaction contemplated by the Mezzanine Loan Documents.

No event or condition has occurred or exists that, with the giving of notice, the lapse of time, or both, or the making of any determination or calculation, would constitute a Default or Event of Default under the Mezzanine Loan Agreement or any other Mezzanine Loan Document. The Company is in full compliance with all covenants, agreements, terms, and conditions set forth in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents.

Section 7 — No Conflicts

The execution, delivery, and performance by the Company of the Mezzanine Loan Documents to which the Company is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach or contravention of any provision of the Certificate of Formation or the LLC Agreement of the Company, or any resolution, consent, or other action of the Sole Member or the Manager;

(b) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any federal, state, local, or foreign governmental authority now in effect and binding on or affecting the Company, its properties, or its assets;

(c) conflict with, result in a breach of, or constitute (with or without the giving of notice or the lapse of time or both) a default under, give rise to a right of termination, cancellation, or acceleration under, or require any consent under, any material agreement, contract, indenture, mortgage, deed of trust, instrument, license, permit, or other arrangement to which the Company is a party or by which the Company or any of its assets or properties is bound or affected; or

(d) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, claim, or restriction of any kind on the Pledged Collateral or any other asset or property of the Company, except as expressly created by or contemplated under the Mezzanine Loan Documents, including, without limitation, the first priority pledge of and security interest in the Pledged Collateral granted under the Pledge Agreement.

Section 8 — Incumbency and Authorized Signatories

The undersigned hereby certifies the name, title, and true and genuine specimen signature of each person authorized to execute the Mezzanine Loan Documents and any other documents, instruments, certificates, or notices on behalf of the Company in connection with the Mezzanine Loan. Each of the persons identified below holds the office or position set forth opposite such person's name, and the signature set forth opposite such person's name is the true and genuine signature of such person:

The foregoing persons are the only persons authorized to execute and deliver the Mezzanine Loan Documents and any related documents, instruments, certificates, or notices on behalf of the Company. No other person has been granted, and no other person possesses, signing authority with respect to the Mezzanine Loan Documents or the transactions contemplated thereby.

The Mezzanine Lender and its counsel may conclusively rely upon this certification of incumbency and specimen signatures until such time as the Mezzanine Lender receives a subsequent certificate of the Manager of the Company superseding this Section 8 in writing, which subsequent certificate shall identify any changes in the authorized signatories of the Company.

Section 9 — No Litigation

There is no action, suit, proceeding, claim, inquiry, investigation, or arbitration, at law or in equity, pending or, to the best of the undersigned's knowledge after due and diligent inquiry, threatened against or affecting the Company, its Sole Member (in its capacity as such), or the Pledged Collateral, before or by any court, governmental authority, regulatory body, administrative agency, or arbitration tribunal, that:

(a) would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined in the Mezzanine Loan Agreement) on the Company, its financial condition, business, operations, assets, or ability to perform its obligations under the Mezzanine Loan Documents;

(b) challenges or questions the validity, binding effect, or enforceability of any Mezzanine Loan Document, or the right or authority of the Company to enter into, execute, deliver, or perform any Mezzanine Loan Document; or

(c) seeks to restrain, enjoin, prevent, delay, or otherwise interfere with the consummation of any of the transactions contemplated by the Mezzanine Loan Documents, including, without limitation, the borrowing of the Mezzanine Loan, the granting of the pledge and security interest in the Pledged Collateral, or the making of the initial advance.

There are no outstanding orders, judgments, injunctions, awards, decrees, or stipulations against or binding upon the Company or its assets that would have any of the effects described in clauses (a), (b), or (c) above.

Section 10 — Solvency

As of the Closing Date, and immediately after giving effect to the Mezzanine Loan, the receipt of the initial advance of the Mezzanine Loan proceeds, the granting of the pledge of the Pledged Collateral, and the consummation of all other transactions contemplated by the Mezzanine Loan Documents:

(a) the Company is solvent and will continue to be solvent;

(b) the fair saleable value of the assets of the Company exceeds, and will continue to exceed, the total amount of all liabilities of the Company, including, without limitation, contingent liabilities;

(c) the Company is able to pay its debts and other obligations as they mature and become due in the ordinary course of business, and will continue to be able to do so; and

(d) the Company does not have, and will not have, unreasonably small capital with which to conduct its business and operations as currently conducted and as proposed to be conducted.

In making the foregoing certifications, the undersigned has considered all liabilities of the Company, including contingent, subordinated, unmatured, and unliquidated liabilities, at the amounts that represent what can reasonably be expected to become actual or matured liabilities given the facts and circumstances known to the undersigned as of the Closing Date.

Section 11 — Additional Matters

The undersigned further certifies as follows:

(a) Conditions Precedent. All conditions precedent to the initial advance of the Mezzanine Loan set forth in Section 4.1 of the Mezzanine Loan Agreement have been satisfied, or will be satisfied contemporaneously with the Closing Date, in each case to the extent required to be satisfied on or prior to the Closing Date.

(b) No Material Adverse Change. No material adverse change has occurred in the financial condition, business, operations, assets, liabilities, or prospects of the Company since the date of the most recent financial statements and other financial information delivered to the Mezzanine Lender, and no event, circumstance, or condition has occurred or exists that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

(c) Governmental Approvals. The Company has obtained, or has caused to be obtained, all governmental and quasi-governmental approvals, permits, consents, licenses, authorizations, registrations, filings, and qualifications required in connection with the execution, delivery, and performance of the Mezzanine Loan Documents and the consummation of the transactions contemplated thereby, and all such approvals, permits, consents, licenses, authorizations, registrations, filings, and qualifications are in full force and effect and are not subject to any pending or, to the undersigned's knowledge, threatened revocation, suspension, modification, or limitation.

(d) Taxes. The Company has filed, or caused to be filed, all federal, state, and local tax returns required to be filed as of the Closing Date, and has paid, or caused to be paid, all taxes shown to be due thereon, except for taxes being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles.

(e) ERISA. The Company does not maintain, sponsor, contribute to, or have any obligation with respect to any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended.

Section 12 — Reliance

This Manager's Certificate is delivered to the Mezzanine Lender with the full understanding and express acknowledgment that the Mezzanine Lender and its counsel, Voss Richter & Baines LLP, are entitled to rely, and will rely, upon the certifications, representations, confirmations, and statements contained herein in connection with the closing of the Mezzanine Loan and the making of the initial advance thereunder on the Closing Date. The undersigned acknowledges that the Mezzanine Lender would not make the initial advance of the Mezzanine Loan but for the certifications and statements set forth herein.

This Manager's Certificate shall constitute and shall be deemed a "Mezzanine Loan Document" for all purposes of the Mezzanine Loan Agreement, and all references in the Mezzanine Loan Agreement to "Mezzanine Loan Documents" shall be deemed to include this Certificate.

Section 13 — Governing Law

This Manager's Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York. The provisions of Sections 10.6 and 10.7 of the Mezzanine Loan Agreement (relating to submission to jurisdiction, waiver of jury trial, and service of process) are incorporated herein by reference, mutatis mutandis, and shall apply to this Certificate as if fully set forth herein.

[Remainder of this page intentionally left blank. Signature page follows.]

[SIGNATURE PAGE TO MANAGER'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned has executed this Manager's Certificate as of June 15, 2025.

HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company

By: ________

Name: Marcus J. Pellegrini

Title: Manager

EXHIBIT A

Certificate of Formation of Hudson Yards West Mezzanine LLC

Attached hereto is a true, correct, and complete certified copy of the Certificate of Formation of Hudson Yards West Mezzanine LLC, as filed with the Secretary of State of the State of Delaware on April 28, 2025, together with any and all amendments and/or restatements thereto (there being no such amendments or restatements as of the Closing Date).

The Certificate of Formation was assigned Delaware file number 7924815 upon filing. The attached copy bears the file stamp of the Delaware Secretary of State confirming the date and acceptance of filing.

[Certified copy of Certificate of Formation begins on the following page.]

EXHIBIT B

Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC

Attached hereto is a true, correct, and complete copy of the Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC (the "LLC Agreement"), dated as of April 28, 2025, as executed by Metropolitan Transit Development Corp., an Illinois government instrumentality, as the Sole Member of the Company, including all schedules and exhibits thereto.

The LLC Agreement contains the following provisions, among others, as required by the Mezzanine Loan Agreement:

(a) Single-purpose entity (SPE) and bankruptcy-remoteness covenants, as set forth in Article VII of the LLC Agreement, which conform in all respects to the requirements of Section 5.1(w) of the Mezzanine Loan Agreement;

(b) Separateness covenants requiring the Company to maintain its existence as a legal entity separate and apart from its Sole Member and all other affiliates;

(c) Provisions confirming that Metropolitan Transit Development Corp. is the sole member of the Company and that no other person or entity holds any equity or membership interest in the Company;

(d) Independent director provisions, designating Catherine R. Whitfield as the independent director, whose consent is required for certain material actions, including any voluntary filing for bankruptcy, insolvency, or similar proceedings;

(e) Springing member provisions, providing for the automatic admission of a springing member upon the occurrence of certain dissolution events, as required to perpetuate the existence of the Company; and

(f) Restrictions on the Company's business activities, limiting the Company solely to the ownership of 100% of the membership interests in Hudson Yards West Mortgage LLC and activities incidental thereto.

The undersigned confirms that the independent director and springing member provisions have not been triggered as of the Closing Date.

[Fully executed copy of the LLC Agreement begins on the following page.]

EXHIBIT C

Certificate of Good Standing — State of Delaware

Attached hereto is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) for Hudson Yards West Mezzanine LLC, issued by the Secretary of State of the State of Delaware on May 20, 2025.

The certificate is dated within thirty (30) days prior to the Closing Date of June 15, 2025, as required by the Mezzanine Loan Agreement.

The Certificate of Good Standing confirms that Hudson Yards West Mezzanine LLC was formed on April 28, 2025, under Delaware file number 7924815, and that the Company is in good standing under the laws of the State of Delaware as of the date of the certificate.

[Certificate of Good Standing begins on the following page.]

EXHIBIT D

Certificate of Authority and/or Certificate of Good Standing — State of New York

Attached hereto is a true, correct, and complete copy of the following documents relating to the foreign qualification of Hudson Yards West Mezzanine LLC in the State of New York:

(a) Certificate of Authority to transact business in the State of New York as a foreign limited liability company, issued by the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code, confirming that the Company is authorized to conduct business in the State of New York; and

(b) Certificate of Good Standing (or equivalent certificate of status) for Hudson Yards West Mezzanine LLC, issued by the New York Secretary of State (or the New York Department of State), dated May 22, 2025.

Each of the above certificates is dated no earlier than thirty (30) days prior to the Closing Date of June 15, 2025, as required by the Mezzanine Loan Agreement.

[Certificate of Authority and Certificate of Good Standing begin on the following page.]

EXHIBIT E

Resolutions / Written Consent of Sole Member

Attached hereto is a true, correct, and complete certified copy of the Written Consent of the Sole Member in Lieu of Meeting (the "Sole Member Consent"), dated as of June 10, 2025, executed by Metropolitan Transit Development Corp., an Illinois government instrumentality, in its capacity as the Sole Member of Hudson Yards West Mezzanine LLC, authorizing the following actions:

(a) The borrowing by the Company of the Mezzanine Loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) from Granite Peak Capital Partners, LP, as Mezzanine Lender, upon the terms and conditions set forth in the Mezzanine Loan Agreement;

(b) The execution, delivery, and performance by the Company of the Mezzanine Loan Agreement, the Pledge and Security Agreement, and all other Mezzanine Loan Documents to which the Company is or will be a party, and the consummation of all transactions contemplated thereby;

(c) The pledge by the Company of one hundred percent (100%) of the membership interests held by the Company in Hudson Yards West Mortgage LLC, a Delaware limited liability company, as collateral security for the Mezzanine Loan pursuant to the Pledge and Security Agreement;

(d) The designation of Marcus J. Pellegrini, as Manager, and Diana L. Chandra, as Authorized Signatory, as the persons authorized to execute and deliver the Mezzanine Loan Documents and all related documents, instruments, certificates, and notices on behalf of the Company, with each such person authorized to act individually;

(e) The authorization of all other actions, filings, agreements, instruments, certificates, payments, and other matters as may be necessary, appropriate, or desirable in connection with the consummation of the transactions contemplated by the Mezzanine Loan Documents, including, without limitation, the execution and delivery of UCC financing statements, the payment of fees, costs, and expenses, and the provision of notices and certifications required thereunder; and

(f) The ratification and confirmation of all actions previously taken by the Manager or any authorized officer or agent of the Company in connection with the negotiation, preparation, and execution of the Mezzanine Loan Documents and the transactions contemplated thereby.

The undersigned hereby certifies that the Sole Member Consent was duly adopted and executed by Metropolitan Transit Development Corp. in accordance with the LLC Agreement and applicable law, has not been amended, modified, revoked, rescinded, or superseded in any respect, and remains in full force and effect as of the Closing Date.

[Certified copy of the Sole Member Consent begins on the following page.]

Name	Title	Specimen Signature
Marcus J. Pellegrini	Manager	_______
Diana L. Chandra	Authorized Signatory	_______

MANAGER'S CERTIFICATE OF HUDSON YARDS WEST MEZZANINE LLC
Delivered Pursuant to the Mezzanine Loan Agreement dated as of June 15, 2025
by and between
Hudson Yards West Mezzanine LLC, as Mezzanine Borrower,
and
Granite Peak Capital Partners, LP, as Mezzanine Lender
The undersigned, Marcus J. Pellegrini, in his capacity as the authorized Manager of Hudson Yards West Mezzanine LLC, a Delaware limited liability company (the "Mezzanine Borrower" or the "Company"), and not in any individual capacity, hereby certifies to Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezzanine Lender"), the following, in connection with that certain Mezzanine Loan Agreement, dated as of June 15, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement"), by and between the Company, as mezzanine borrower, and the Mezzanine Lender, as mezzanine lender, providing for a mezzanine loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) (the "Mezzanine Loan"). The Mezzanine Loan has been made in connection with the mixed-use commercial development project commonly known as "Hudson Yards West," located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City, County, and State of New York) (the "Project").
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Mezzanine Loan Agreement. All references to sections, articles, and exhibits herein are to sections, articles, and exhibits of this Certificate unless otherwise specified.
This Certificate is being delivered pursuant to Section 4.1(e) of the Mezzanine Loan Agreement as a condition precedent to the initial advance of the Mezzanine Loan on the date hereof (the "Closing Date").
The undersigned, in his capacity as Manager of the Company, and based upon his knowledge of the affairs of the Company, after due inquiry and investigation, hereby certifies as follows:
Section 1 — Organization and Good Standing
The Company is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on April 28, 2025, and has at all times since such date maintained its existence and good standing under Delaware law. The Company's Delaware file number is 7924815.
The Company is duly qualified to transact business and is in good standing as a foreign limited liability company in the State of New York, having obtained its Certificate of Authority to transact business in New York on May 9, 2025. The Company has no operations, employees, offices, or assets in any other jurisdiction and is not required to be qualified to transact business in any jurisdiction other than the State of Delaware (its jurisdiction of formation) and the State of New York.
The Company's sole member is Metropolitan Transit Development Corp., an Illinois government instrumentality ("MTDC" or the "Sole Member"). MTDC holds one hundred percent (100%) of the membership interests in the Company. No other person or entity holds any membership interest, economic interest, or other equity interest in the Company, and no options, warrants, conversion rights, or other rights to acquire any membership or equity interest in the Company are outstanding.
The Company was formed as, and at all times has been and continues to be, a single-purpose, bankruptcy-remote entity in accordance with the requirements set forth in Section 5.1(w) of the Mezzanine Loan Agreement and the corresponding provisions of the LLC Agreement (as defined below). The Company has at all times since its formation complied with all separateness covenants and organizational requirements applicable to special purpose entities as set forth in the Mezzanine Loan Agreement.
The Company's employer identification number (EIN) is 93-4827156, as obtained from the Internal Revenue Service upon formation of the Company.
Section 2 — Organizational Documents
True, correct, and complete copies of the following organizational documents of the Company are attached hereto as the exhibits referenced below, and each such document remains in full force and effect as of the Closing Date, without amendment, modification, restatement, supplement, termination, or waiver except as expressly set forth therein:
(a) Exhibit A: Certificate of Formation of Hudson Yards West Mezzanine LLC, as filed with the Secretary of State of the State of Delaware on April 28, 2025, together with any and all amendments and/or restatements thereto (there being no such amendments or restatements as of the Closing Date);
(b) Exhibit B: Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC, dated as of April 28, 2025 (the "LLC Agreement"), as executed by MTDC as Sole Member and in effect on the Closing Date, including all schedules and exhibits thereto;
(c) Exhibit C: Certificate of Good Standing (also known as a Certificate of Status) for the Company issued by the Secretary of State of the State of Delaware, dated May 20, 2025, which date is within thirty (30) days of the Closing Date; and
(d) Exhibit D: Certificate of Authority to transact business as a foreign limited liability company in the State of New York, together with a Certificate of Good Standing (or equivalent certificate of status) issued by the New York Secretary of State (or the New York Department of State, Division of Corporations), dated May 22, 2025, which date is within thirty (30) days of the Closing Date.
No organizational document of the Company has been amended, restated, supplemented, or otherwise modified since the date of its initial execution or filing, as applicable, and no such amendment, restatement, supplement, or modification is pending or contemplated as of the Closing Date. The organizational documents attached hereto as Exhibits A through D are the only organizational documents of the Company.
Section 3 — Authorization
The execution, delivery, and performance by the Company of the Mezzanine Loan Agreement, the Pledge and Security Agreement, dated as of even date herewith (the "Pledge Agreement"), and each of the other Mezzanine Loan Documents to which the Company is a party (collectively, the "Mezzanine Loan Documents"), and the consummation of the transactions contemplated thereby, including, without limitation, the borrowing of the Mezzanine Loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00), the granting of a first priority pledge of and security interest in one hundred percent (100%) of the membership interests in Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower" or "HYW Mortgage"), and the performance of all obligations of the Company arising under or in connection with the Mezzanine Loan Documents, have been duly authorized by all necessary limited liability company action on the part of the Company, including, without limitation:
(a) the approval of MTDC, as Sole Member, by written consent in lieu of a meeting, in accordance with the LLC Agreement and applicable provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.);
(b) the authorization of the undersigned, as Manager, to execute and deliver the Mezzanine Loan Documents on behalf of the Company; and
(c) all other actions required under the LLC Agreement, the Mezzanine Loan Agreement, or applicable law to authorize the foregoing transactions.
A true, correct, and complete copy of the written consent of MTDC, as Sole Member, authorizing the foregoing transactions and related matters, dated as of June 10, 2025, is attached hereto as Exhibit E (the "Sole Member Consent"). The Sole Member Consent has not been amended, modified, revoked, rescinded, or superseded in any respect and remains in full force and effect as of the Closing Date.
No further consent, approval, authorization, order, filing, registration, or other action by the Company, its Sole Member, its Manager, any independent director, any springing member, any governmental authority, or any other person or entity is required in connection with the execution, delivery, and performance of the Mezzanine Loan Documents or the consummation of the transactions contemplated thereby, except such consents, approvals, and authorizations as have been obtained and are in full force and effect on the Closing Date.
Section 4 — Execution and Delivery; Enforceability
Each Mezzanine Loan Document to which the Company is a party has been (or, to the extent to be executed on the Closing Date, will be on the Closing Date) duly executed and delivered by the Company, acting through its duly authorized Manager or other authorized signatory identified in Section 8 below. The execution and delivery of each such Mezzanine Loan Document was authorized in the manner described in Section 3 above, and no further action is necessary on the part of the Company or any other person to make such execution and delivery effective and binding.
Each Mezzanine Loan Document to which the Company is a party constitutes (or, upon execution and delivery on the Closing Date, will constitute) the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject only to:
(a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability affecting the enforcement of creditors' rights generally; and
(b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 5 — Representations and Warranties
All representations and warranties made by the Company in the Mezzanine Loan Agreement and in each other Mezzanine Loan Document to which the Company is a party are true, correct, and complete in all material respects as of the Closing Date, with the same force and effect as if each such representation and warranty were made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is, and was, true, correct, and complete in all material respects as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically confirms that the following representations and warranties are true, correct, and complete as of the Closing Date:
(a) SPE Covenants and Separateness Provisions. The Company's single-purpose entity ("SPE") covenants and separateness provisions, as set forth in Article VII of the LLC Agreement and as required by Section 5.1(w) of the Mezzanine Loan Agreement, conform in all respects to the requirements of the Mezzanine Loan Agreement. The Company has at all times since its formation observed and complied with all such SPE covenants and separateness provisions, including, without limitation, maintaining separate books, records, and bank accounts, holding itself out as a separate entity, not commingling its assets with those of any other person or entity, paying its own liabilities and expenses from its own funds, maintaining adequate capitalization in light of its contemplated business, maintaining an arm's-length relationship with its affiliates, and otherwise conducting its affairs in a manner designed to avoid substantive consolidation with the Sole Member or any other affiliate.
(b) No Unauthorized Liabilities. The Company has no liabilities, obligations, or indebtedness, whether direct or indirect, absolute or contingent, matured or unmatured, secured or unsecured, known or unknown, other than (i) obligations arising under or permitted by the Mezzanine Loan Documents and (ii) such other liabilities, obligations, and indebtedness as are expressly permitted under Section 5.1(b) of the Mezzanine Loan Agreement.
(c) Limited Business Activities. Since its formation, the Company has not engaged in any business or activity other than (i) the ownership of one hundred percent (100%) of the membership interests (the "Pledged Collateral") in Hudson Yards West Mortgage LLC, a Delaware limited liability company ("HYW Mortgage" or the "Mortgage Borrower"), (ii) the execution, delivery, and performance of the Mezzanine Loan Documents, (iii) the exercise of rights and performance of obligations in connection with the LLC Agreement and the organizational documents of HYW Mortgage, and (iv) activities that are incidental, necessary, or appropriate in connection with any of the foregoing.
(d) Independent Director / Springing Member Provisions. No independent director or springing member provisions of the LLC Agreement have been triggered as of the Closing Date. Specifically, no event has occurred that would give rise to the appointment of a springing member, and the independent director named in the LLC Agreement, Catherine R. Whitfield, continues to serve in such capacity and has not been removed, replaced, or resigned, nor has any circumstance arisen that would require the exercise of any springing member or independent director provision under the LLC Agreement.
Section 6 — No Default
No Default or Event of Default (as each such term is defined in the Mezzanine Loan Agreement) has occurred and is continuing under the Mezzanine Loan Agreement or any other Mezzanine Loan Document as of the Closing Date. No Default or Event of Default would result from (a) the making of the initial advance of the Mezzanine Loan on the Closing Date, (b) the execution, delivery, or performance of any Mezzanine Loan Document by the Company, or (c) the consummation of any other transaction contemplated by the Mezzanine Loan Documents.
No event or condition has occurred or exists that, with the giving of notice, the lapse of time, or both, or the making of any determination or calculation, would constitute a Default or Event of Default under the Mezzanine Loan Agreement or any other Mezzanine Loan Document. The Company is in full compliance with all covenants, agreements, terms, and conditions set forth in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents.
Section 7 — No Conflicts
The execution, delivery, and performance by the Company of the Mezzanine Loan Documents to which the Company is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach or contravention of any provision of the Certificate of Formation or the LLC Agreement of the Company, or any resolution, consent, or other action of the Sole Member or the Manager;
(b) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any federal, state, local, or foreign governmental authority now in effect and binding on or affecting the Company, its properties, or its assets;
(c) conflict with, result in a breach of, or constitute (with or without the giving of notice or the lapse of time or both) a default under, give rise to a right of termination, cancellation, or acceleration under, or require any consent under, any material agreement, contract, indenture, mortgage, deed of trust, instrument, license, permit, or other arrangement to which the Company is a party or by which the Company or any of its assets or properties is bound or affected; or
(d) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, claim, or restriction of any kind on the Pledged Collateral or any other asset or property of the Company, except as expressly created by or contemplated under the Mezzanine Loan Documents, including, without limitation, the first priority pledge of and security interest in the Pledged Collateral granted under the Pledge Agreement.
Section 8 — Incumbency and Authorized Signatories
The undersigned hereby certifies the name, title, and true and genuine specimen signature of each person authorized to execute the Mezzanine Loan Documents and any other documents, instruments, certificates, or notices on behalf of the Company in connection with the Mezzanine Loan. Each of the persons identified below holds the office or position set forth opposite such person's name, and the signature set forth opposite such person's name is the true and genuine signature of such person:
The foregoing persons are the only persons authorized to execute and deliver the Mezzanine Loan Documents and any related documents, instruments, certificates, or notices on behalf of the Company. No other person has been granted, and no other person possesses, signing authority with respect to the Mezzanine Loan Documents or the transactions contemplated thereby.
The Mezzanine Lender and its counsel may conclusively rely upon this certification of incumbency and specimen signatures until such time as the Mezzanine Lender receives a subsequent certificate of the Manager of the Company superseding this Section 8 in writing, which subsequent certificate shall identify any changes in the authorized signatories of the Company.
Section 9 — No Litigation
There is no action, suit, proceeding, claim, inquiry, investigation, or arbitration, at law or in equity, pending or, to the best of the undersigned's knowledge after due and diligent inquiry, threatened against or affecting the Company, its Sole Member (in its capacity as such), or the Pledged Collateral, before or by any court, governmental authority, regulatory body, administrative agency, or arbitration tribunal, that:
(a) would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined in the Mezzanine Loan Agreement) on the Company, its financial condition, business, operations, assets, or ability to perform its obligations under the Mezzanine Loan Documents;
(b) challenges or questions the validity, binding effect, or enforceability of any Mezzanine Loan Document, or the right or authority of the Company to enter into, execute, deliver, or perform any Mezzanine Loan Document; or
(c) seeks to restrain, enjoin, prevent, delay, or otherwise interfere with the consummation of any of the transactions contemplated by the Mezzanine Loan Documents, including, without limitation, the borrowing of the Mezzanine Loan, the granting of the pledge and security interest in the Pledged Collateral, or the making of the initial advance.
There are no outstanding orders, judgments, injunctions, awards, decrees, or stipulations against or binding upon the Company or its assets that would have any of the effects described in clauses (a), (b), or (c) above.
Section 10 — Solvency
As of the Closing Date, and immediately after giving effect to the Mezzanine Loan, the receipt of the initial advance of the Mezzanine Loan proceeds, the granting of the pledge of the Pledged Collateral, and the consummation of all other transactions contemplated by the Mezzanine Loan Documents:
(a) the Company is solvent and will continue to be solvent;
(b) the fair saleable value of the assets of the Company exceeds, and will continue to exceed, the total amount of all liabilities of the Company, including, without limitation, contingent liabilities;
(c) the Company is able to pay its debts and other obligations as they mature and become due in the ordinary course of business, and will continue to be able to do so; and
(d) the Company does not have, and will not have, unreasonably small capital with which to conduct its business and operations as currently conducted and as proposed to be conducted.
In making the foregoing certifications, the undersigned has considered all liabilities of the Company, including contingent, subordinated, unmatured, and unliquidated liabilities, at the amounts that represent what can reasonably be expected to become actual or matured liabilities given the facts and circumstances known to the undersigned as of the Closing Date.
Section 11 — Additional Matters
The undersigned further certifies as follows:
(a) Conditions Precedent. All conditions precedent to the initial advance of the Mezzanine Loan set forth in Section 4.1 of the Mezzanine Loan Agreement have been satisfied, or will be satisfied contemporaneously with the Closing Date, in each case to the extent required to be satisfied on or prior to the Closing Date.
(b) No Material Adverse Change. No material adverse change has occurred in the financial condition, business, operations, assets, liabilities, or prospects of the Company since the date of the most recent financial statements and other financial information delivered to the Mezzanine Lender, and no event, circumstance, or condition has occurred or exists that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
(c) Governmental Approvals. The Company has obtained, or has caused to be obtained, all governmental and quasi-governmental approvals, permits, consents, licenses, authorizations, registrations, filings, and qualifications required in connection with the execution, delivery, and performance of the Mezzanine Loan Documents and the consummation of the transactions contemplated thereby, and all such approvals, permits, consents, licenses, authorizations, registrations, filings, and qualifications are in full force and effect and are not subject to any pending or, to the undersigned's knowledge, threatened revocation, suspension, modification, or limitation.
(d) Taxes. The Company has filed, or caused to be filed, all federal, state, and local tax returns required to be filed as of the Closing Date, and has paid, or caused to be paid, all taxes shown to be due thereon, except for taxes being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles.
(e) ERISA. The Company does not maintain, sponsor, contribute to, or have any obligation with respect to any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended.
Section 12 — Reliance
This Manager's Certificate is delivered to the Mezzanine Lender with the full understanding and express acknowledgment that the Mezzanine Lender and its counsel, Voss Richter & Baines LLP, are entitled to rely, and will rely, upon the certifications, representations, confirmations, and statements contained herein in connection with the closing of the Mezzanine Loan and the making of the initial advance thereunder on the Closing Date. The undersigned acknowledges that the Mezzanine Lender would not make the initial advance of the Mezzanine Loan but for the certifications and statements set forth herein.
This Manager's Certificate shall constitute and shall be deemed a "Mezzanine Loan Document" for all purposes of the Mezzanine Loan Agreement, and all references in the Mezzanine Loan Agreement to "Mezzanine Loan Documents" shall be deemed to include this Certificate.
Section 13 — Governing Law
This Manager's Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York. The provisions of Sections 10.6 and 10.7 of the Mezzanine Loan Agreement (relating to submission to jurisdiction, waiver of jury trial, and service of process) are incorporated herein by reference, mutatis mutandis, and shall apply to this Certificate as if fully set forth herein.
[Remainder of this page intentionally left blank. Signature page follows.]
[SIGNATURE PAGE TO MANAGER'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed this Manager's Certificate as of June 15, 2025.
HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company
By: ________
Name: Marcus J. Pellegrini
Title: Manager
EXHIBIT A
Certificate of Formation of Hudson Yards West Mezzanine LLC
Attached hereto is a true, correct, and complete certified copy of the Certificate of Formation of Hudson Yards West Mezzanine LLC, as filed with the Secretary of State of the State of Delaware on April 28, 2025, together with any and all amendments and/or restatements thereto (there being no such amendments or restatements as of the Closing Date).
The Certificate of Formation was assigned Delaware file number 7924815 upon filing. The attached copy bears the file stamp of the Delaware Secretary of State confirming the date and acceptance of filing.
[Certified copy of Certificate of Formation begins on the following page.]
EXHIBIT B
Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC
Attached hereto is a true, correct, and complete copy of the Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC (the "LLC Agreement"), dated as of April 28, 2025, as executed by Metropolitan Transit Development Corp., an Illinois government instrumentality, as the Sole Member of the Company, including all schedules and exhibits thereto.
The LLC Agreement contains the following provisions, among others, as required by the Mezzanine Loan Agreement:
(a) Single-purpose entity (SPE) and bankruptcy-remoteness covenants, as set forth in Article VII of the LLC Agreement, which conform in all respects to the requirements of Section 5.1(w) of the Mezzanine Loan Agreement;
(b) Separateness covenants requiring the Company to maintain its existence as a legal entity separate and apart from its Sole Member and all other affiliates;
(c) Provisions confirming that Metropolitan Transit Development Corp. is the sole member of the Company and that no other person or entity holds any equity or membership interest in the Company;
(d) Independent director provisions, designating Catherine R. Whitfield as the independent director, whose consent is required for certain material actions, including any voluntary filing for bankruptcy, insolvency, or similar proceedings;
(e) Springing member provisions, providing for the automatic admission of a springing member upon the occurrence of certain dissolution events, as required to perpetuate the existence of the Company; and
(f) Restrictions on the Company's business activities, limiting the Company solely to the ownership of 100% of the membership interests in Hudson Yards West Mortgage LLC and activities incidental thereto.
The undersigned confirms that the independent director and springing member provisions have not been triggered as of the Closing Date.
[Fully executed copy of the LLC Agreement begins on the following page.]
EXHIBIT C
Certificate of Good Standing — State of Delaware
Attached hereto is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) for Hudson Yards West Mezzanine LLC, issued by the Secretary of State of the State of Delaware on May 20, 2025.
The certificate is dated within thirty (30) days prior to the Closing Date of June 15, 2025, as required by the Mezzanine Loan Agreement.
The Certificate of Good Standing confirms that Hudson Yards West Mezzanine LLC was formed on April 28, 2025, under Delaware file number 7924815, and that the Company is in good standing under the laws of the State of Delaware as of the date of the certificate.
[Certificate of Good Standing begins on the following page.]
EXHIBIT D
Certificate of Authority and/or Certificate of Good Standing — State of New York
Attached hereto is a true, correct, and complete copy of the following documents relating to the foreign qualification of Hudson Yards West Mezzanine LLC in the State of New York:
(a) Certificate of Authority to transact business in the State of New York as a foreign limited liability company, issued by the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code, confirming that the Company is authorized to conduct business in the State of New York; and
(b) Certificate of Good Standing (or equivalent certificate of status) for Hudson Yards West Mezzanine LLC, issued by the New York Secretary of State (or the New York Department of State), dated May 22, 2025.
Each of the above certificates is dated no earlier than thirty (30) days prior to the Closing Date of June 15, 2025, as required by the Mezzanine Loan Agreement.
[Certificate of Authority and Certificate of Good Standing begin on the following page.]
EXHIBIT E
Resolutions / Written Consent of Sole Member
Attached hereto is a true, correct, and complete certified copy of the Written Consent of the Sole Member in Lieu of Meeting (the "Sole Member Consent"), dated as of June 10, 2025, executed by Metropolitan Transit Development Corp., an Illinois government instrumentality, in its capacity as the Sole Member of Hudson Yards West Mezzanine LLC, authorizing the following actions:
(a) The borrowing by the Company of the Mezzanine Loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) from Granite Peak Capital Partners, LP, as Mezzanine Lender, upon the terms and conditions set forth in the Mezzanine Loan Agreement;
(b) The execution, delivery, and performance by the Company of the Mezzanine Loan Agreement, the Pledge and Security Agreement, and all other Mezzanine Loan Documents to which the Company is or will be a party, and the consummation of all transactions contemplated thereby;
(c) The pledge by the Company of one hundred percent (100%) of the membership interests held by the Company in Hudson Yards West Mortgage LLC, a Delaware limited liability company, as collateral security for the Mezzanine Loan pursuant to the Pledge and Security Agreement;
(d) The designation of Marcus J. Pellegrini, as Manager, and Diana L. Chandra, as Authorized Signatory, as the persons authorized to execute and deliver the Mezzanine Loan Documents and all related documents, instruments, certificates, and notices on behalf of the Company, with each such person authorized to act individually;
(e) The authorization of all other actions, filings, agreements, instruments, certificates, payments, and other matters as may be necessary, appropriate, or desirable in connection with the consummation of the transactions contemplated by the Mezzanine Loan Documents, including, without limitation, the execution and delivery of UCC financing statements, the payment of fees, costs, and expenses, and the provision of notices and certifications required thereunder; and
(f) The ratification and confirmation of all actions previously taken by the Manager or any authorized officer or agent of the Company in connection with the negotiation, preparation, and execution of the Mezzanine Loan Documents and the transactions contemplated thereby.
The undersigned hereby certifies that the Sole Member Consent was duly adopted and executed by Metropolitan Transit Development Corp. in accordance with the LLC Agreement and applicable law, has not been amended, modified, revoked, rescinded, or superseded in any respect, and remains in full force and effect as of the Closing Date.
[Certified copy of the Sole Member Consent begins on the following page.]
Name | Title | Specimen Signature
Marcus J. Pellegrini | Manager | _______
Diana L. Chandra | Authorized Signatory | _______

MANAGER'S CERTIFICATE OF HUDSON YARDS WEST MEZZANINE LLC

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

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