UCC FINANCING STATEMENT
(Form UCC1)
(Rev. 04/20/11)
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
This financing statement is to be filed for record (or recorded) in the real estate records and is to be indexed in the standard statewide UCC filing system maintained by the Delaware Secretary of State.
Filing Office:
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Send Acknowledgment to:
Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, NY 10019
Attn: Victor Salinas
UCC FINANCING STATEMENT (Form UCC1) (Rev. 04/20/11)
A. NAME & PHONE OF CONTACT AT FILER (optional):
Grace Nakamura, Senior Associate Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, NY 10019
Attn: Victor Salinas
Box 1 — DEBTOR'S NAME: Provide only **one** Debtor name (1a or 1b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor's name)
1a. ORGANIZATION'S NAME:
Hudson Yards West Mezzanine LLC
1b. INDIVIDUAL'S LAST NAME:
[Intentionally left blank — Debtor is an organization]
FIRST NAME:
[Intentionally left blank]
MIDDLE NAME:
[Intentionally left blank]
SUFFIX:
[Intentionally left blank]
1c. MAILING ADDRESS:
c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, IL 60604
CITY: Chicago
STATE: IL
POSTAL CODE: 60604
COUNTRY: United States
1d. TAX ID #: SSN OR EIN:
[To be obtained upon formation — EIN to be inserted prior to filing]
ADD'L INFO RE ORGANIZATION DEBTOR:
1e. TYPE OF ORGANIZATION:
Limited Liability Company
1f. JURISDICTION OF ORGANIZATION:
Delaware
1g. ORGANIZATIONAL ID #:
[To be inserted — Delaware Division of Corporations file number assigned upon formation of Hudson Yards West Mezzanine LLC]
Box 2 — ADDITIONAL DEBTOR'S NAME: Provide only **one** Debtor name (2a or 2b)
2a. ORGANIZATION'S NAME:
[Intentionally left blank — No additional debtor]
2b. INDIVIDUAL'S LAST NAME:
[Intentionally left blank]
FIRST NAME:
[Intentionally left blank]
MIDDLE NAME:
[Intentionally left blank]
SUFFIX:
[Intentionally left blank]
2c. MAILING ADDRESS:
[Intentionally left blank]
2d. TAX ID #: SSN OR EIN:
[Intentionally left blank]
2e. TYPE OF ORGANIZATION:
[Intentionally left blank]
2f. JURISDICTION OF ORGANIZATION:
[Intentionally left blank]
2g. ORGANIZATIONAL ID #:
[Intentionally left blank]
Box 3 — SECURED PARTY'S NAME and address, or Name and address of TOTAL ASSIGNEE of assignor S/P
3a. ORGANIZATION'S NAME:
Granite Peak Capital Partners, LP
3b. INDIVIDUAL'S LAST NAME:
[Intentionally left blank — Secured Party is an organization]
FIRST NAME:
[Intentionally left blank]
MIDDLE NAME:
[Intentionally left blank]
SUFFIX:
[Intentionally left blank]
3c. MAILING ADDRESS:
9 West 57th Street, Suite 4200 New York, NY 10019
CITY: New York
STATE: NY
POSTAL CODE: 10019
COUNTRY: United States
Box 4 — COLLATERAL
This financing statement covers the following collateral:
All of Debtor's right, title and interest, whether now owned or hereafter acquired, in and to one hundred percent (100%) of the limited liability company membership interests (the "Pledged Interests") in Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower"), including without limitation:
(a) all of Debtor's rights, powers and remedies under the limited liability company agreement of the Mortgage Borrower, whether in its capacity as the sole member thereof or otherwise;
(b) all of Debtor's right to receive distributions, allocations of profits and losses, and returns of capital from the Mortgage Borrower;
(c) all of Debtor's right, title and interest in and to the capital of the Mortgage Borrower and the right, if any, to receive any capital surplus thereof;
(d) all of Debtor's voting rights, consent rights, approval rights, and all other governance and management rights in or with respect to the Mortgage Borrower;
(e) all general intangibles, payment intangibles, instruments, investment property, and financial assets now or hereafter arising from or related to the foregoing;
(f) all supporting obligations in respect of any of the foregoing; and
(g) all proceeds (as defined in Article 9 of the Uniform Commercial Code) of any and all of the foregoing, in each case whether now existing or hereafter arising.
Box 5 — CHECK-box PROVISIONS
5a. Check only if applicable: This Financing Statement is filed as a Fixture Filing and covers goods that are or are to become fixtures.
Not checked.
5b. Check only if applicable: Debtor is a Transmitting Utility.
Not checked.
5c. Check only if applicable: This Financing Statement is filed in connection with a Manufactured-Home Transaction — effective 30 years.
Not checked.
5d. Check only if applicable: This Financing Statement is filed in connection with a Public-Finance Transaction — effective 30 years.
Not checked.
Box 6 — OPTIONAL FILER REFERENCE DATA
Granite Peak Capital Partners, LP — Mezzanine Loan
C&H Matter No. 1031-00004
Box 7 — ALTERNATIVE DESIGNATION (Optional)
Not used. Standard secured party / debtor designation applies.
Box 8 — OPTIONAL FILER CONTACT INFORMATION
Name of Contact at Filer:
Grace Nakamura, Senior Associate
Phone:
[Calderwood & Harkness LLP phone number to be inserted]
Filer:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
UCC FINANCING STATEMENT ADDENDUM (Form UCC1Ad) (Rev. 04/20/11)
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
Box 9 — NAME OF FIRST DEBTOR (as shown on Financing Statement to which this Addendum relates)
9a. ORGANIZATION'S NAME:
Hudson Yards West Mezzanine LLC
9b. INDIVIDUAL'S LAST NAME:
[Intentionally left blank — Debtor is an organization]
Box 10 — MISCELLANEOUS
The following additional provisions are part of the Financing Statement to which this Addendum is attached:
This Financing Statement is filed to perfect the security interest of the Secured Party in the Pledged Interests granted pursuant to that certain Mezzanine Pledge and Security Agreement (the "Mezzanine Pledge Agreement"), dated as of June 15, 2025, made by Hudson Yards West Mezzanine LLC, as pledgor, in favor of Granite Peak Capital Partners, LP, as secured party, in connection with that certain Mezzanine Loan Agreement, dated as of June 15, 2025, by and between Hudson Yards West Mezzanine LLC, as borrower, and Granite Peak Capital Partners, LP, as lender, in the original principal amount of $200,000,000.
This Financing Statement shall be effective until terminated by the filing of a UCC-3 Termination Statement by the Secured Party or its authorized representative.
Box 11 — ADDITIONAL SECURED PARTY'S NAME (or Assignee S/P's Name)
11a. ORGANIZATION'S NAME:
[Intentionally left blank — Not applicable; no additional secured party]
11b. INDIVIDUAL'S LAST NAME:
[Intentionally left blank]
11c. MAILING ADDRESS:
[Intentionally left blank]
Box 12 — ADDITIONAL INFORMATION RE: ORGANIZATION DEBTOR
Not applicable. All required information regarding the organizational Debtor has been provided in boxes 1e through 1g of the Financing Statement.
FILING OFFICE COPY — UCC FINANCING STATEMENT ADDENDUM (Form UCC1Ad) (Rev. 04/20/11)
FILING AND ADMINISTRATIVE NOTES (Internal — Calderwood & Harkness LLP Work Product) (Not Part of Filed Document)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Matter: C&H Matter No. 1031-00004 Client: Granite Peak Capital Partners, LP Transaction: Mezzanine Loan — Hudson Yards West Prepared by: Grace Nakamura, Senior Associate Date: June 2025
1. Filing Jurisdiction
The appropriate filing jurisdiction for this UCC-1 Financing Statement is the Delaware Secretary of State. The Debtor, Hudson Yards West Mezzanine LLC, is organized as a limited liability company under the laws of the State of Delaware. Pursuant to Section 9-301(1) of the Uniform Commercial Code, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or non-perfection, and the priority of a security interest in collateral. Under Section 9-307(e), a registered organization organized under the law of a State is located in that State. Accordingly, perfection of Granite Peak Capital Partners, LP's security interest in the Pledged Interests is properly accomplished by filing a UCC-1 Financing Statement with the Delaware Secretary of State, Division of Corporations.
2. Filing Fee
The standard Delaware UCC-1 filing fee is currently $181.00 for filing by mail or courier (including one page of the financing statement plus an addendum). If the filing is made electronically through a registered service provider, the fee may differ. The current fee schedule of the Delaware Secretary of State, Division of Corporations, should be confirmed at the time of filing. Any additional pages beyond the standard form may incur supplementary charges. Counsel should verify the fee schedule on the Delaware Division of Corporations website or by contacting the filing office directly at (302) 739-3073 prior to submission.
3. Pre-Filing Lien Search
Prior to the filing of this UCC-1 Financing Statement, a comprehensive UCC lien search should be conducted against the exact legal name of the Debtor — "Hudson Yards West Mezzanine LLC" — through the Delaware Secretary of State. The search should also include reasonably similar variations and misspellings of the Debtor's name to ensure completeness. The purpose of this search is to confirm that there are no prior UCC filings encumbering the Pledged Interests or any other assets of the Debtor that could create a priority conflict with the security interest being perfected herein. A written search certificate should be obtained from the Delaware Secretary of State and included in the closing binder.
In addition, a "good standing" certificate (certificate of status) should be obtained for Hudson Yards West Mezzanine LLC from the Delaware Division of Corporations, confirming that the entity is in good standing and that its organizational identification number matches the number set forth in box 1g of the Financing Statement.
4. Timing and Coordination with Closing
This UCC-1 Financing Statement should be filed simultaneously with the closing of the Mezzanine Loan on June 15, 2025. Filing should be coordinated with Sentinel Title & Escrow Company (contact: Patricia Eng, Senior Escrow Officer) to ensure that disbursement of the mezzanine loan proceeds is conditioned upon receipt of confirmation that this UCC-1 Financing Statement has been accepted for filing by the Delaware Secretary of State.
Counsel should arrange for the filing to be made through a registered filing agent (e.g., Hollowell Technologies, Granite Harbor Health IT, or Pemberton Industries) to ensure same-day or next-day filing confirmation. If a pre-filing arrangement is used, the filing agent should be instructed to file the UCC-1 upon receipt of authorization from Calderwood & Harkness LLP on the closing date and to provide immediate electronic confirmation of filing, including the filing number and date/time stamp assigned by the Delaware Secretary of State.
5. Distribution of File-Stamped Copies
Upon receipt of the file-stamped acknowledgment copy from the Delaware Secretary of State, copies should be distributed as follows:
(a) Granite Peak Capital Partners, LP — Attn: Victor Salinas, Managing Director, and Rebecca Thornton, Vice President — 9 West 57th Street, Suite 4200, New York, NY 10019. Provide two (2) copies of the file-stamped UCC-1 Financing Statement and Addendum.
(b) Calderwood & Harkness LLP — Retain original file-stamped copy in the closing binder maintained under Matter No. 1031-00004. An electronic copy (PDF) should be uploaded to the firm's document management system and indexed under the transaction name "Granite Peak / Hudson Yards West — Mezzanine Loan."
(c) Sentinel Title & Escrow Company — Attn: Patricia Eng — Provide one (1) copy for the title company's escrow file.
(d) Borrower's Counsel — Provide one (1) courtesy copy to counsel for Hudson Yards West Mezzanine LLC (counsel name and address to be confirmed).
6. Continuation Statement — Five-Year Calendar Reminder
Pursuant to UCC Section 9-515(a), a filed financing statement is effective for a period of five (5) years after the date of filing unless a continuation statement is filed within six (6) months before the expiration of that five-year period. Accordingly, the following dates should be calendared in the firm's UCC diary system and communicated to the client:
A reminder should be sent to Granite Peak Capital Partners, LP (Victor Salinas / Rebecca Thornton) no later than October 15, 2029, advising that a UCC-3 Continuation Statement must be filed prior to June 15, 2030 to maintain the effectiveness of this financing statement. Failure to file a timely continuation statement will result in the lapse of the financing statement and the loss of perfection of the security interest in the Pledged Interests.
7. Cross-Reference — Senior Mortgage Lender UCC Filing
This UCC-1 Financing Statement secures the mezzanine lender's (Granite Peak Capital Partners, LP) security interest in the membership interests of Hudson Yards West Mortgage LLC (the "Mortgage Borrower"). It is a pledge-level filing — the collateral consists of equity interests in the Mortgage Borrower, not the underlying real property or personal property assets held at the project level.
A separate UCC-1 Financing Statement has been (or will be) filed against Hudson Yards West Mortgage LLC (as debtor) naming Ironclad National Bank, N.A. (as secured party) to perfect the senior mortgage lender's security interest in personal property collateral at the project level, including accounts, rents, and general intangibles related to the real property known as Hudson Yards West (the "Project").
Counsel should confirm prior to closing that there is no overlap or priority conflict between the two UCC filings. Specifically:
(a) The collateral described in this UCC-1 (membership interests in the Mortgage Borrower) is distinct from the collateral described in the senior mortgage lender's UCC-1 (personal property of the Mortgage Borrower at the project level).
(b) The Debtor in this filing (Hudson Yards West Mezzanine LLC) is a different entity from the debtor in the senior mortgage lender's filing (Hudson Yards West Mortgage LLC).
(c) No provisions of the senior loan documents purport to encumber the membership interests held by the mezzanine borrower in the Mortgage Borrower, except to the extent expressly addressed in the Intercreditor Agreement (see Section 8 below).
8. Intercreditor Agreement — Compliance Confirmation
The filing of this UCC-1 Financing Statement is consistent with, and expressly contemplated by, the Intercreditor Agreement, dated as of June 15, 2025, by and between Ironclad National Bank, N.A. (as senior lender) and Granite Peak Capital Partners, LP (as mezzanine lender) (the "Intercreditor Agreement").
Specifically, the Intercreditor Agreement provides, among other things:
(a) Recognition of Mezzanine Lien. The Senior Lender acknowledges and consents to the mezzanine lender's security interest in the Pledged Interests and the filing of this UCC-1 Financing Statement to perfect such security interest.
(b) Remedies. The mezzanine lender's right to exercise remedies with respect to the Pledged Interests (including, without limitation, a UCC foreclosure sale of the membership interests in the Mortgage Borrower) is subject to the standstill period and cure-right provisions set forth in the Intercreditor Agreement, which require, among other things, prior written notice to the Senior Lender and the expiration of a specified cure period before the mezzanine lender may exercise such remedies.
(c) No Impairment of Senior Lien. The mezzanine lender's security interest in the Pledged Interests does not extend to, and does not constitute a lien upon, any of the real property or personal property assets of the Mortgage Borrower that are subject to the Senior Lender's mortgage lien or UCC security interest.
Counsel has reviewed the Intercreditor Agreement and confirms that the filing of this UCC-1 Financing Statement is permitted thereunder and does not violate any provision thereof.
END OF FILING AND ADMINISTRATIVE NOTES
Prepared by:
Calderwood & Harkness LLP
By: ________
Name: Grace Nakamura
Title: Senior Associate
Date: ________
Reviewed by:
By: ________
Name: David R. Whitfield
Title: Partner
Date: ________
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT This document is prepared for the exclusive use of Granite Peak Capital Partners, LP and its authorized representatives in connection with the mezzanine loan transaction described herein. Distribution or disclosure to third parties without the prior written consent of Calderwood & Harkness LLP is prohibited.
| Event | Date |
| UCC-1 Filing Date | June 15, 2025 |
| Earliest Date to File Continuation Statement (UCC-3) | December 15, 2029 |
| Lapse Date (if no continuation filed) | June 15, 2030 |
| Recommended Calendar Reminder | October 15, 2029 |