APPLICATION FOR AUTHORITY
OF
HUDSON YARDS WEST MEZZANINE LLC
Under Section 802 of the Limited Liability Company Law
To be filed with:
New York Department of State Division of Corporations, State Records and Uniform Commercial Code One Commerce Plaza 99 Washington Avenue Albany, New York 12231
Prepared by and upon filing return to:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006
Attention: Grace Nakamura, Senior Associate
Telephone: (212) 558-4000 C&H Matter No. 1031-00004
APPLICATION FOR AUTHORITY OF HUDSON YARDS WEST MEZZANINE LLC UNDER SECTION 802 OF THE LIMITED LIABILITY COMPANY LAW
The undersigned, being an authorized person of the limited liability company described herein, in order to obtain authority for such limited liability company to transact business in the State of New York, hereby certifies and sets forth the following:
FIRST: The name of the limited liability company is:
Hudson Yards West Mezzanine LLC
The name "Hudson Yards West Mezzanine LLC" is available for use in the State of New York and has been confirmed as available through a name search conducted with the New York Department of State, Division of Corporations. The name does not contain any word or phrase that would require the prior approval or consent of any New York state agency or authority, and no fictitious name is required to be used by the limited liability company in connection with its transaction of business in the State of New York pursuant to Section 802(a)(1) of the New York Limited Liability Company Law. The name satisfies the requirements of Section 204 of the New York Limited Liability Company Law and is distinguishable from the names of all other limited liability companies, corporations, limited partnerships, and other business entities of record in the files of the New York Department of State.
SECOND: The jurisdiction of organization of the limited liability company is the State of Delaware. The limited liability company was organized under and is governed by the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code (6 Del. C. § 18-101 et seq.).
THIRD: The date of formation of the limited liability company in its jurisdiction of organization is May 12, 2025, being the date on which the Certificate of Formation of the limited liability company was duly filed with the Secretary of State of the State of Delaware. The limited liability company was formed by the filing of its Certificate of Formation in accordance with Section 18-201 of the Delaware Limited Liability Company Act.
FOURTH: The county within the State of New York in which the office of the limited liability company is to be located is New York County. The principal place of business of the limited liability company in the State of New York will be located at 450 West 34th Street, New York, New York 10001, which address is within the Borough of Manhattan, New York County.
FIFTH: The limited liability company hereby designates the Secretary of State of the State of New York as its agent upon whom process against it may be served within the State of New York, pursuant to Section 802(a)(5) of the New York Limited Liability Company Law. The Secretary of State is hereby authorized to accept service of process on behalf of the limited liability company in any action or proceeding brought against the limited liability company in the State of New York.
SIXTH: The post office address to which the Secretary of State of the State of New York shall mail a copy of any process against the limited liability company served upon the Secretary of State is:
Hudson Yards West Mezzanine LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attention: Lydia Okafor, General Counsel
In addition, the limited liability company designates the following registered agent in the State of New York upon whom and at which address process against the limited liability company may also be served:
Cascade Systems 111 Eighth Avenue, 13th Floor New York, New York 10011
SEVENTH: The address of the office required to be maintained in the jurisdiction of its organization, being the State of Delaware, is the following:
Hudson Yards West Mezzanine LLC c/o Pemberton Industries 251 Little Falls Drive Wilmington, Delaware 19808
The foregoing address is the address of the registered agent of the limited liability company in the State of Delaware, which registered agent is Pemberton Industries, a Delaware corporation authorized to act as a registered agent in the State of Delaware pursuant to the Delaware Limited Liability Company Act.
EIGHTH: The name and address of the authorized officer in the jurisdiction of formation of the limited liability company where a certified copy of the Certificate of Formation is filed is:
Secretary of State of the State of Delaware Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
NINTH: The limited liability company is in existence at the time of filing this Application for Authority. The limited liability company has not been dissolved, canceled, revoked, or annulled in its jurisdiction of organization, being the State of Delaware, and the limited liability company is in good standing under the laws of the State of Delaware as of the date hereof. The authority of the limited liability company to transact business in its jurisdiction of organization has not been suspended or revoked by any governmental authority.
TENTH: The purpose for which the limited liability company seeks authority to transact business in the State of New York is to engage in any lawful act or activity for which limited liability companies may be formed under the laws of the State of Delaware and the State of New York, including, without limitation, any act or activity permitted under the Delaware Limited Liability Company Act and the New York Limited Liability Company Law.
Without limiting the generality of the foregoing, the principal business activity contemplated by the limited liability company is the holding of a mezzanine equity interest in Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage LLC"), in connection with the development, construction, financing, ownership, operation, leasing, and management of a mixed-use real property development project located at 450 West 34th Street, New York, New York 10001, situated on the tax lots designated as Block 729, Lots 1, 5, 12, and 15, in the Borough of Manhattan, City, County, and State of New York (the "Project"), and all activities incidental or ancillary thereto.
ELEVENTH: The limited liability company is managed by its members in accordance with the terms and conditions of the Limited Liability Company Agreement of the limited liability company, dated as of May 12, 2025, as the same may be amended, restated, supplemented, or otherwise modified from time to time (the "LLC Agreement"). The limited liability company does not have a separate class of managers within the meaning of Section 802(a) of the New York Limited Liability Company Law; provided, however, that in accordance with the LLC Agreement and certain single-purpose entity covenants contained therein, the limited liability company has appointed an independent director whose consent is required with respect to certain actions specified in the LLC Agreement, including, without limitation, any voluntary filing for bankruptcy, insolvency, reorganization, or similar proceeding. The management structure of the limited liability company as set forth in this Application for Authority is consistent with the terms and provisions of the LLC Agreement as currently in effect.
TWELFTH: The following additional matters are set forth for the information of the Department of State and the public:
(a) The limited liability company has been structured as a single-purpose entity in accordance with the requirements of the mezzanine loan financing to be provided in connection with the Project. The single-purpose entity covenants and restrictions applicable to the limited liability company are set forth in the LLC Agreement and in the loan documents to which the limited liability company is a party, and are not set forth in this Application for Authority or in any public filing.
(b) No member or manager of the limited liability company has the authority to bind the limited liability company except as specifically authorized in the LLC Agreement. The limited liability company shall not be bound by any act of any member or manager that is taken in contravention of the LLC Agreement.
(c) This Application for Authority is being filed contemporaneously with, or in close temporal proximity to, the filing of an Application for Authority for Hudson Yards West Mortgage LLC with the New York Department of State, both filings being made in connection with the organizational and closing requirements of the Project financing.
EXECUTION
IN WITNESS WHEREOF, this Application for Authority has been signed as of the 28th day of May, 2025, by the authorized person of the limited liability company.
HUDSON YARDS WEST MEZZANINE LLC
By: Metropolitan Transit Development Corp.,
its sole member
By: ________
Name: Marcus Jennings
Title: Authorized Person
Date: ________
The foregoing Application for Authority of Hudson Yards West Mezzanine LLC has been executed by the above-named authorized person, who affirms that the statements contained herein are true under the penalties of perjury.
EXHIBIT A
Certificate of Existence / Good Standing of Hudson Yards West Mezzanine LLC from the Secretary of State of the State of Delaware
Attached hereto as Exhibit A, and made a part of this Application for Authority, is a certificate of good standing (also referred to as a certificate of existence or certificate of status) issued by the Secretary of State of the State of Delaware, certifying that Hudson Yards West Mezzanine LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as required by Section 802(b) of the New York Limited Liability Company Law.
The certificate of good standing attached hereto bears a date not more than sixty (60) days prior to the date of filing of this Application for Authority with the New York Department of State, in compliance with the requirements of Section 802(b) of the New York Limited Liability Company Law.
Delaware Filing Information:
Entity Name: Hudson Yards West Mezzanine LLC File Number: 7948231 Date of Formation: May 12, 2025 Certificate of Good Standing Date: May 20, 2025
[Original certificate of good standing from the Delaware Secretary of State to be appended behind this page.]
FILING INSTRUCTIONS COVER MEMORANDUM
PRIVILEGED AND CONFIDENTIAL INTERNAL — NOT FOR FILING WITH THE DEPARTMENT OF STATE
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006
Date: May 28, 2025
C&H Matter No.: 1031-00004
TO: Filing Desk / Corporate Formations Department FROM: Grace Nakamura, Senior Associate RE: Filing Instructions — Application for Authority of Hudson Yards West Mezzanine LLC (New York)
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 made by credit card in accordance with the Department of State's electronic payment procedures.
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 Plaza, 99 Washington Avenue, Albany, New York 12231. In-person filings are typically processed on the same business day or within twenty-four (24) hours of submission. An expedited processing fee of $25.00 (for 24-hour service) or $75.00 (for same-day service) may be paid in addition to the base filing fee to expedite processing.
(b) Mail 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 submitted by mail to the New York Department of State at the address set forth above. Mail filings are typically processed within approximately ten (10) to fifteen (15) business days of receipt by the Department of State.
(c) Electronic Filing. The Application for Authority may be filed electronically through the New York Department of State's online filing portal. Filing through the e-filing portal requires the creation of an account and the electronic submission of all required documents and payment. Electronic filings are typically processed within approximately seven (7) to ten (10) business days.
Recommended Filing Method: Given the Target Closing Date of June 15, 2025, it is recommended that the Application for Authority be filed in person with a request for expedited same-day processing to ensure timely receipt of the filed, stamped copy. If in-person filing is not practicable, filing via the e-filing portal with expedited processing is recommended as an alternative.
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, and should include a self-addressed, stamped return envelope if filing by mail.
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 deliverable requirements. The certificate of good standing for HYW Mortgage from the Delaware Secretary of State has been separately ordered and should be confirmed as received prior to submission.
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 & Associates LLP 787 Seventh Avenue, 34th Floor New York, New York 10019
Attention: David S. Clearfield, Partner
(b) Voss Richter & Baines LLP, counsel to the mezzanine lender, at:
Voss Richter & Baines LLP 1585 Broadway, 26th Floor New York, New York 10036
Attention: Hannah Richter, Partner
In addition, a copy should be retained in the C&H closing binder for Matter No. 1031-00004 and uploaded to the firm's document management system under the applicable deal folder.
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 limited liability companies authorized to do business in New York are calendared for compliance purposes.
(d) Confirm that the publication requirements under Section 206 of the New York Limited Liability Company Law do not apply to foreign limited liability companies filing an Application for Authority (note: publication requirements under Section 802 were eliminated for foreign LLCs; however, confirm current status of the law at the time of filing).
(e) Coordinate with the client's tax advisors regarding any New York State or New York City tax registration requirements triggered by the foreign qualification, including but not limited to registration with the New York State Department of Taxation and Finance.
This cover memorandum is for internal use only and is not to be filed with the New York Department of State. This memorandum is subject to the attorney-client privilege and the work product doctrine and is intended solely for the use of the attorneys and staff of Calderwood & Harkness LLP working on the above-referenced matter.