STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF
HUDSON YARDS WEST MORTGAGE LLC
Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (6 Del. C. Chapter 18)
The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. Chapter 18) (as amended from time to time, the "Act"), hereby certifies as follows:
Article I — Name
The name of the limited liability company formed hereby is Hudson Yards West Mortgage LLC (the "Company").
Article II — Registered Office and Registered Agent
The address of the registered office of the Company in the State of Delaware is:
Cobalt Ridge Technologies 1209 Orange Street Wilmington, New Castle County, Delaware 19801
The name and address of the registered agent of the Company for service of process in the State of Delaware, as required by Section 18-104(a)(2) of the Act, is:
Ashford & Co. Trust Center 1209 Orange Street Wilmington, New Castle County, Delaware 19801
The registered agent named above is authorized to transact business in the State of Delaware and is located in the County of New Castle, State of Delaware, in satisfaction of the requirements set forth in 6 Del. C. § 18-104(a)(2).
Article III — Purpose
The purpose of the Company is limited to the following:
(a) to acquire, own, hold, manage, lease, finance, refinance, sell, exchange, transfer, and otherwise dispose of, directly or indirectly, an interest in certain real property and improvements located at 450 West 34th Street, New York, New York 10001 (designated as Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City, County, and State of New York), including, without limitation, holding fee simple title and/or a ground leasehold interest therein and in any appurtenances, fixtures, easements, and rights related thereto;
(b) to enter into, execute, deliver, and perform any and all obligations arising under a senior mortgage loan secured by the property described in clause (a) above, and all related loan documents, including, without limitation, mortgage notes, deeds of trust, mortgages, security agreements, guaranty agreements, environmental indemnity agreements, cash management agreements, lockbox agreements, subordination, non-disturbance and attornment agreements, intercreditor agreements, and any amendments, modifications, supplements, extensions, renewals, restatements, or replacements thereof;
(c) to enter into, execute, deliver, and perform any and all agreements, instruments, documents, and certificates that may be necessary, convenient, incidental, or related to the accomplishment of the purposes set forth in clauses (a) and (b) above, including, without limitation, property management agreements, leases, subleases, licenses, construction contracts, service agreements, brokerage agreements, and insurance policies; and
(d) to engage in any and all lawful activities that are necessary, incidental, or related to the foregoing for which limited liability companies may be formed under the Act.
Notwithstanding anything to the contrary contained herein, the Company shall not engage in any business or activity that is not directly related to and necessary for the accomplishment of the purposes set forth in this Article III. Additional single-purpose entity, separateness, and bankruptcy-remoteness covenants and restrictions applicable to the Company shall be set forth in the Limited Liability Company Agreement of the Company (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "LLC Agreement").
Article IV — Authorized Person
The name and address of the authorized person executing this Certificate of Formation on behalf of the Company are as follows:
Name: James R. Calloway
Address: c/o Metropolitan Transit Development Corp.
200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
James R. Calloway is an authorized officer of Metropolitan Transit Development Corp., a Delaware corporation, which shall serve as the sole member of the Company upon the effectiveness of this Certificate of Formation and the execution and delivery of the LLC Agreement.
Upon the filing of this Certificate of Formation with the Secretary of State of the State of Delaware, the powers of the authorized person named in this Article IV shall cease, and thereafter the member or members and/or manager or managers of the Company, as identified in and acting in accordance with the LLC Agreement, shall have the authority to act on behalf of the Company in all respects, including, without limitation, the authority to execute, deliver, and file any amendments to this Certificate of Formation, any certificate of cancellation of this Certificate of Formation, and any other certificates or documents required or permitted to be filed with the Secretary of State of the State of Delaware under the Act.
Article V — Effective Date
This Certificate of Formation shall become effective upon the date and time of its filing with the Office of the Secretary of State of the State of Delaware, which filing is targeted to occur on or before June 15, 2025, in advance of the anticipated closing of the transactions contemplated by the loan documents described in Article III above.
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CERTIFICATE OF FORMATION
OF
HUDSON YARDS WEST MORTGAGE LLC
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Formation as of the _ day of ____, 2025.
By: ________
Name: James R. Calloway
Title: Authorized Person
Address:
c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (6 Del. C. Chapter 18). This Certificate of Formation is to be filed with the Office of the Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901.