STATE OF NEW YORK
DEPARTMENT OF STATE
DIVISION OF CORPORATIONS, STATE RECORDS AND UNIFORM COMMERCIAL CODE
APPLICATION FOR AUTHORITY OF HUDSON YARDS WEST MORTGAGE LLC
A Foreign Limited Liability Company
Under Section 802 of the Limited Liability Company Law
Filed by: Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006
APPLICATION FOR AUTHORITY OF A FOREIGN LIMITED LIABILITY COMPANY
Pursuant to Section 802 of the New York Limited Liability Company Law (the "LLC Law"), the undersigned foreign limited liability company hereby applies for authority to transact business in the State of New York and, in connection therewith, sets forth the following:
FIRST: The name of the limited liability company as set forth in its certificate of formation filed in its jurisdiction of formation is:
Hudson Yards West Mortgage LLC
A search of the records of the New York Department of State, Division of Corporations, has been conducted and confirms that the name "Hudson Yards West Mortgage LLC" is available for use in the State of New York and is distinguishable from the names of all other limited liability companies, corporations, limited partnerships, and other entities of record with the Department of State. Accordingly, the limited liability company will transact business in New York under its true name, Hudson Yards West Mortgage LLC, and no fictitious name is required or adopted for purposes of this Application.
SECOND: The jurisdiction of formation of the limited liability company is:
The State of Delaware
The limited liability company was formed under and pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. The date of formation of the limited liability company in the State of Delaware is _____, 2025. Formation is anticipated to occur prior to the filing of this Application and in connection with closing preparations in advance of the target closing date of June 15, 2025, for the mortgage loan transaction to which this entity relates.
THIRD: The date on which the Certificate of Formation of the limited liability company was filed with the Secretary of State of the State of Delaware is:
_____, 2025
(To be inserted upon actual filing of the Certificate of Formation with the Delaware Secretary of State, Division of Corporations.)
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 (Borough of Manhattan)
The principal office address of the limited liability company in the State of New York will be:
450 West 34th Street New York, NY 10001
This address constitutes the location of the Project Site, or such other address within New York County as may be determined prior to filing. The limited liability company's activities in New York will be centered at this location in connection with the ownership, development, financing, and operation of real property situated therein.
FIFTH: The Secretary of State of the State of New York is hereby designated as agent of the limited liability company upon whom process against it may be served.
In accordance with Section 802(a)(5) of the LLC Law, the limited liability company hereby states:
"The Secretary of State is designated as agent of the limited liability company upon whom process against it may be served."
The limited liability company acknowledges that any process served upon the Secretary of State as agent of the limited liability company shall constitute valid and effective service of process upon the limited liability company, and the limited liability company consents to such designation.
SIXTH: The post office address within or without the State of New York to which the Secretary of State shall mail a copy of any process accepted on behalf of the limited liability company is:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006
Attention: Douglas Fairchild, Esq.
Any process, notice, or demand served upon the Secretary of State as agent for the limited liability company shall be forwarded by the Secretary of State by registered or certified mail, return receipt requested, to the above address. The limited liability company shall promptly notify the Department of State of any change to the foregoing address by filing a certificate of change pursuant to the applicable provisions of the LLC Law.
SEVENTH: The address of the principal office of the limited liability company, regardless of the jurisdiction in which such office is located, is:
c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, IL 60604
This address reflects the office of Metropolitan Transit Development Corp. ("MTDC"), which serves as the sole member and managing member of the limited liability company. All correspondence and communications relating to the general business and affairs of the limited liability company, other than service of legal process, should be directed to this address unless otherwise specified.
EIGHTH: The name and address of the authorized officer in the jurisdiction of formation of the limited liability company where a copy of its articles of organization (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, DE 19901
The Certificate of Formation of the limited liability company was filed with, and is on record at, the above office of the Delaware Secretary of State.
NINTH: The character or purpose of the business that the limited liability company proposes to conduct in the State of New York is as follows:
To acquire, own, hold, develop, construct, finance, refinance, lease, manage, operate, and dispose of real property and improvements therein located in the State of New York, and to engage in any and all activities necessary, convenient, desirable, or incidental to the foregoing, and to engage in any other lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.
Without limiting the generality of the foregoing, the limited liability company's activities in the State of New York will include, but shall not be limited to, the acquisition, ownership, financing, development, construction, management, operation, leasing, and eventual disposition of that certain real property commonly known as 450 West 34th Street, New York, New York 10001, together with all improvements, fixtures, and appurtenances thereto (collectively, the "Property"), and all activities reasonably related or incidental thereto.
TENTH: The latest date, if any, on which the limited liability company is to dissolve is:
Perpetual
The limited liability company has a perpetual duration and is not subject to a specified date of dissolution, consistent with the terms of its Certificate of Formation filed with the Delaware Secretary of State and its Limited Liability Company Agreement. The limited liability company shall continue in existence until dissolved in accordance with the provisions of the Delaware Limited Liability Company Act and the limited liability company's governing documents.
ELEVENTH: The date on which the limited liability company commenced, or anticipates commencing, the transaction of business in the State of New York is:
_____, 2025
(To be inserted upon determination; anticipated to coincide with or immediately precede the target closing date of June 15, 2025, on which date the limited liability company is expected to close on the acquisition and/or financing of the Property.)
TWELFTH: Any additional matters the limited liability company determines to include herein:
None.
EXECUTION
IN WITNESS WHEREOF, this Application for Authority has been signed on behalf of the limited liability company on this _ day of ____, 2025, and the undersigned affirms that the statements made herein are true under the penalties of perjury.
The undersigned executes this Application in the capacity of an authorized person of Hudson Yards West Mortgage LLC, duly authorized and permitted to execute this Application for Authority on behalf of the limited liability company pursuant to Section 802 of the New York Limited Liability Company Law.
HUDSON YARDS WEST MORTGAGE LLC
By: Metropolitan Transit Development Corp.,
its Sole Member
By: ________
Name: ________
Title: Authorized Person
Date: ________
Perjury Statement: The undersigned affirms that the statements made herein are true under the penalties of perjury. This Application is executed by an authorized person of the limited liability company who is authorized to execute and file this Application for Authority pursuant to Section 802 of the New York Limited Liability Company Law.
FILING INSTRUCTIONS AND COVER LETTER (Administrative — Not Part of Filed Document)
_____, 2025
New York Department of State Division of Corporations, State Records and Uniform Commercial Code One Commerce Plaza 99 Washington Avenue Albany, NY 12231-0001
Re: Application for Authority — Hudson Yards West Mortgage LLC C&H Matter No. 1031-00004
Dear Sir or Madam:
Enclosed please find for filing the following documents in connection with the above-referenced matter:
1. Application for Authority of Hudson Yards West Mortgage LLC, a Delaware limited liability company, pursuant to Section 802 of the New York Limited Liability Company Law (original and one copy).
2. Certificate of Good Standing (also referred to as a Certificate of Status) issued by the Secretary of State of the State of Delaware, Division of Corporations, certifying that Hudson Yards West Mortgage LLC is duly formed and in good standing under the laws of the State of Delaware. This certificate is dated within six (6) months of the date of this filing, as required by Section 802(b) of the LLC Law.
3. Filing Fee in the amount of $250.00, made payable to the "Department of State," pursuant to Section 1101(a)(1) of the New York Limited Liability Company Law. (Note: Confirm that the current fee schedule has not been amended prior to submission.)
4. Expedited Processing Fee for 24-hour expedited handling. (An additional fee applies for expedited processing; please deduct the applicable expedited handling fee from the enclosed check or apply it as indicated on the cover sheet.)
Certified Copies Requested: We respectfully request that two (2) certified copies of the filed Application for Authority be prepared and returned to us at the address below. One certified copy is required for the senior mortgage lender's counsel files, and one certified copy is required for borrower's counsel files. Please include the applicable certification fees, which may be deducted from the enclosed check.
Expedited Processing: We respectfully request 24-hour expedited handling of this filing. Time is of the essence in connection with the closing of a mortgage loan transaction scheduled for June 15, 2025. Please process this filing on an expedited basis and return the filed and receipted documents as soon as practicable.
Return Address: Please return the filed and receipted original, together with the two requested certified copies, to the following address:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006
Attention: Grace Nakamura
Reference: C&H Matter No. 1031-00004
Should you have any questions regarding this filing or require any additional information, please do not hesitate to contact the undersigned at (212) 558-4000 or Douglas Fairchild, Esq. at (212) 558-4125.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Grace Nakamura Legal Administrative Assistant Real Estate Finance Group
Enclosures (as described above)
cc: Douglas Fairchild, Esq. (Calderwood & Harkness LLP) Metropolitan Transit Development Corp. (Attention: General Counsel)
CERTIFICATE OF GOOD STANDING / CERTIFICATE OF STATUS (Attachment — To Be Obtained from the Delaware Secretary of State)
In accordance with Section 802(b) of the New York Limited Liability Company Law, a certified Certificate of Good Standing (or Certificate of Status) must be attached to this Application for Authority at the time of filing. The certificate must be issued by the authorized officer of the jurisdiction of formation — in this case, the Secretary of State of the State of Delaware, Division of Corporations — and must be dated not earlier than six (6) months prior to the date on which this Application is filed with the New York Department of State.
Requirements for the Delaware Certificate:
1. The certificate must confirm that Hudson Yards West Mortgage LLC is a limited liability company duly formed and existing under and by virtue of the laws of the State of Delaware.
2. The certificate must confirm that Hudson Yards West Mortgage LLC is in good standing in the State of Delaware as of the date of the certificate, meaning that all required annual franchise tax payments and reports have been made and filed, and that the Certificate of Formation has not been cancelled or revoked.
3. The certificate must be an original, certified by the Delaware Secretary of State, bearing the official seal or authentication of the Division of Corporations.
4. The certificate must be dated within six (6) months of the anticipated filing date of this Application for Authority with the New York Department of State.
Instructions for Obtaining the Certificate:
A request for a Certificate of Good Standing or Certificate of Status may be submitted to:
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901 Telephone: (302) 739-3073
Alternatively, a certificate may be ordered electronically through the Delaware Division of Corporations website. Expedited processing is available for an additional fee.
NOTE: This document has been prepared by Calderwood & Harkness LLP on behalf of Hudson Yards West Mortgage LLC in connection with a mortgage loan transaction involving real property located in New York County, New York. Certain information, including the date of formation in Delaware and the date of commencement of business in New York, is to be completed upon the occurrence of such events. This draft is subject to revision and should not be filed until all blanks have been completed and the document has been reviewed and approved by borrower's counsel and lender's counsel. All filing fees referenced herein are based on the fee schedule in effect as of the date of preparation and should be confirmed with the New York Department of State prior to submission.