1031-00004 · Hudson Yards West Mortgage LLC · Transaction Documents/Senior Mortgage

ucc-1-senior-personal-property.docx DOCUMENT Real Estate

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NATIONAL UCC FINANCING STATEMENT

(Form UCC1) (Rev. 04/20/11)

Filed with the Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901

This Financing Statement is filed to perfect the security interest granted under that certain Senior Mortgage Loan Agreement in all personal property collateral of the Debtor related to the mixed-use development project known as "Hudson Yards West" located at 450 West 34th Street, New York, NY 10001. Initial filing; no prior filing number.

Box A — FILING OFFICE USE ONLY

This space is reserved for use by the Delaware Secretary of State, Division of Corporations. The filing office will assign a file number and affix a filing stamp indicating the date and time of filing. This is an initial filing; there is no prior filing number to reference.

Box 1 — DEBTOR'S NAME AND MAILING ADDRESS

Box 2 — ADDITIONAL DEBTOR'S NAME AND MAILING ADDRESS

There is no additional debtor. The sole Debtor is Hudson Yards West Mortgage LLC as identified in box 1 above.

Box 3 — SECURED PARTY'S NAME AND MAILING ADDRESS

Box 4 — COLLATERAL DESCRIPTION

See Exhibit A attached hereto and incorporated herein by reference for a complete description of the collateral.

The collateral described in Exhibit A constitutes the total extent of personal property collateral securing the Four Hundred Seventy-Five Million Dollars ($475,000,000) Senior Mortgage Loan made by the Lenders (as defined herein) to Hudson Yards West Mortgage LLC, as Borrower, pursuant to the Senior Mortgage Loan Agreement dated on or about June 15, 2025.

Box 5 — CHECK APPLICABLE box (IF ANY)

Note regarding Public-Finance Transaction designation: Although Metropolitan Transit Development Corp. ("MTDC"), the sole member and manager of the Debtor, is a governmental instrumentality and the Project involves a $45,000,000 NYC Transit Infrastructure Grant issued by the City of New York, the Debtor and Borrower entity — Hudson Yards West Mortgage LLC — is a private-purpose Delaware limited liability company organized as a special purpose entity ("SPE"). This filing does not constitute a public-finance transaction within the meaning of Section 9-102(a)(67) of the Uniform Commercial Code ("UCC") because the Debtor is not a governmental entity, the obligation secured by the collateral is not an obligation of a governmental entity, and this financing statement does not relate to a security interest that secures an obligation payable in whole or in part from taxes or other governmental revenue sources within the meaning of the statute.

Box 6 — OPTIONAL FILER REFERENCE DATA

Box 7 — ALTERNATIVE DESIGNATION (OPTIONAL)

The Secured Party identified in box 3 is acting in the capacity of Administrative Agent on behalf of the following Lenders under the Senior Mortgage Loan Agreement:

1. Ironclad National Bank, N.A.

2. Ridgeline Savings Bank

3. Atlas Mutual Insurance Company

4. Commonwealth Trust Company

5. Harborview Federal Savings Bank

6. Meridian Pacific Bank

The Administrative Agent is authorized to act on behalf of and for the benefit of each of the foregoing Lenders in connection with this Financing Statement, including with respect to the filing of any amendments, continuations, assignments, or terminations hereof, in accordance with the terms of the Senior Mortgage Loan Agreement and the Intercreditor and Agency Agreement referenced therein.

UCC1AP ADDENDUM — ORGANIZATIONAL DEBTOR INFORMATION (BOXES 8–10)

Jurisdictional Filing Note: The Debtor is a "registered organization" formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. Pursuant to UCC § 9-307(e), the jurisdiction of organization of a registered organization organized under the law of a state is that state. Because the Debtor is organized under Delaware law, Delaware is the Debtor's jurisdiction of organization, and the law of Delaware governs perfection of a security interest in the Debtor's personal property collateral. Under UCC § 9-501(a)(2), the proper office for filing a financing statement to perfect a security interest in the collateral of a registered organization (other than as-extracted collateral, timber to be cut, or fixtures) is the office designated by the law of the jurisdiction of the Debtor's organization for the filing of a record of the existence of a nonpossessory security interest. In Delaware, that office is the Delaware Secretary of State. Accordingly, this Financing Statement is being filed with the Delaware Secretary of State as the proper filing office.

AUTHORIZATION STATEMENT

This Financing Statement is filed pursuant to the express authorization of the Debtor, Hudson Yards West Mortgage LLC, as granted under Section 6.14 of the Senior Mortgage Loan Agreement dated on or about June 15, 2025, by and among Hudson Yards West Mortgage LLC, as Borrower, the Lenders party thereto from time to time, and Ironclad National Bank, N.A., as Administrative Agent (the "Loan Agreement").

Pursuant to Section 4.3 of the Senior Security Agreement dated on or about June 15, 2025 (the "Security Agreement"), executed by the Debtor in favor of Ironclad National Bank, N.A., as Administrative Agent for the benefit of the Lenders, the Debtor has expressly authorized the Secured Party (and its counsel) to file one or more financing statements (and amendments thereto, including continuation statements) in any filing office as the Secured Party may determine to be necessary or advisable in order to perfect and maintain perfection of the security interests granted in the Loan Agreement and the Security Agreement, without the necessity of obtaining the Debtor's signature on any such financing statement or amendment, as permitted under Section 9-509(b) of the Uniform Commercial Code.

No signature of the Debtor is required on this Financing Statement. The Secured Party's authority to file this Financing Statement arises by virtue of the Debtor's authenticated security agreement, in accordance with UCC § 9-509(b)(1).

PREPARED BY / RETURN FILING ACKNOWLEDGMENT TO

Prepared By:

Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006

Attention: Grace Nakamura, Esq.

Telephone: (212) 558-4000

Email: g.nakamura@calderwoodharkness.com

Send Filing Acknowledgment Copy To:

Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022

Attention: Harrison Whitmore, Esq.

Telephone: (212) 407-3200

Email: h.whitmore@clearfieldlaw.com

EXHIBIT A

COLLATERAL DESCRIPTION

PREAMBLE. All of the Debtor's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired, wherever located, and all products and proceeds of the foregoing (collectively, the "Collateral"), in each case to the extent related to the mixed-use development project known as "Hudson Yards West" located at 450 West 34th Street, New York, New York 10001, situated on Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City, County, and State of New York (the "Project"):

A. Accounts and Payment Intangibles

All accounts (as defined in UCC § 9-102(a)(2)), accounts receivable, payment intangibles (as defined in UCC § 9-102(a)(61)), health-care-insurance receivables, rents, issues, profits, revenues, royalties, and income arising from or related to the Project, including, without limitation, all lease payments, license fees, parking revenues, signage revenues, telecommunications and antenna license fees, storage fees, amenity fees, percentage rents, and all other amounts payable to the Debtor under any lease, license, concession, or occupancy agreement now or hereafter affecting the Project or any portion thereof.

Without limiting the generality of the foregoing, the Collateral described in this Section A includes all of the Debtor's rights to receive transit infrastructure grant proceeds, including, without limitation, the proceeds of that certain New York City Transit Infrastructure Grant in the amount of Forty-Five Million Dollars ($45,000,000) awarded by the City of New York, acting through the New York City Department of Transportation and the Metropolitan Transportation Authority, together with all amendments, supplements, and modifications thereto, and all disbursements, reimbursements, and other payments receivable thereunder (the "Transit Grant Proceeds").

B. Chattel Paper and Instruments

All chattel paper (as defined in UCC § 9-102(a)(11)), whether tangible chattel paper or electronic chattel paper, all instruments (as defined in UCC § 9-102(a)(47)), including, without limitation, all promissory notes, drafts, and other negotiable and non-negotiable instruments, and all documents of title (as defined in UCC § 9-102(a)(30)), whether negotiable or non-negotiable, in each case arising from, related to, or used in connection with the Project, the ownership, development, construction, leasing, management, operation, or maintenance thereof, or any of the other Collateral described herein.

C. Deposit Accounts and Securities Accounts

All deposit accounts (as defined in UCC § 9-102(a)(29)), including, without limitation, all reserve accounts, escrow accounts, lockbox accounts, cash management accounts, operating accounts, interest reserve accounts, debt service reserve accounts, tax and insurance escrow accounts, completion guaranty reserve accounts, tenant improvement reserve accounts, leasing commission reserve accounts, capital expenditure reserve accounts, and any other accounts of any kind or nature maintained in connection with the Senior Mortgage Loan or the Project, together with all funds, cash, and other amounts on deposit therein from time to time.

All securities accounts (as defined in UCC § 8-501(a)), all securities entitlements (as defined in UCC § 8-102(a)(17)), all investment property (as defined in UCC § 9-102(a)(49)), all financial assets (as defined in UCC § 8-102(a)(9)), and all commodity accounts (as defined in UCC § 9-102(a)(14)) related to the Project, the Senior Mortgage Loan, or any of the other Collateral described herein.

The foregoing specifically includes, without limitation, all deposit accounts and securities accounts held at or through Ironclad National Bank, N.A. (ABA Routing Number: 021-003-178), and all funds, balances, securities, and other property credited thereto, together with all statements, confirmations, and records relating thereto.

D. Equipment and Fixtures

All equipment (as defined in UCC § 9-102(a)(33)), machinery, furniture, furnishings, fixtures, trade fixtures, fittings, and other tangible personal property of every kind and description now or hereafter located at, affixed to, installed in, or used in connection with the Project, including, without limitation:

(i) all heating, ventilation, and air conditioning ("HVAC") systems, components, and controls;

(ii) all elevator and escalator systems, including cabs, motors, controllers, and related mechanical components;

(iii) all electrical systems, including switchgear, transformers, generators, emergency power systems, uninterruptible power supply systems, bus ducts, panelboards, wiring, and lighting fixtures;

(iv) all plumbing systems, including pipes, valves, pumps, water heaters, and sanitary fixtures;

(v) all mechanical systems, including boilers, chillers, cooling towers, and heat exchangers;

(vi) all fire protection and life safety systems, including sprinkler systems, fire alarm systems, smoke detection systems, fire suppression systems, and emergency communication systems;

(vii) all telecommunications systems, including fiber optic cabling, data cabling, wireless infrastructure, distributed antenna systems, and related telecommunications equipment;

(viii) all building management and automation systems, including energy management systems, security systems, access control systems, closed-circuit television systems, and intercom systems;

(ix) all appliances, window treatments, carpeting, floor coverings, wall coverings, and other interior finishes and furnishings; and

(x) all motor vehicles, carts, tools, supplies, and maintenance equipment.

The foregoing further includes all construction equipment, construction materials, building supplies, and other tangible personal property present on or delivered to the Project site during the construction period, whether owned by the Debtor, held on consignment, or otherwise in the Debtor's possession or control and related to the development and construction of the Project.

E. General Intangibles

All general intangibles (as defined in UCC § 9-102(a)(42)) related to the Project, including, without limitation, the following:

(1) Construction Contract Rights. All of the Debtor's rights, title, and interest in, to, and under the Guaranteed Maximum Price Construction Contract between the Debtor and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001, Guaranteed Maximum Price: $412,000,000) (the "GMP Contract"), together with all subcontracts, sub-subcontracts, purchase orders, change orders, amendments, supplements, and modifications entered into in connection therewith, and all rights to enforce the terms thereof, to receive performance thereunder, and to exercise remedies with respect thereto.

(2) Property Management Rights. All of the Debtor's rights, title, and interest in, to, and under the Property Management Agreement between the Debtor and Evergreen Property Management LLC, including all rights to direct or approve the management, operation, leasing, and maintenance of the Project, and all rights to receive reports, accountings, and other information thereunder.

(3) Design and Professional Services Rights. All of the Debtor's rights, title, and interest in, to, and under all architectural, engineering, design, and other professional services contracts related to the Project, together with all plans, drawings, specifications, models, renderings, studies, reports, surveys, and other design documents and work product produced thereunder, and all rights to use, reproduce, modify, and distribute the same.

(4) Warranties and Guaranties. All construction and development warranties, guaranties, indemnities, performance bonds, payment bonds, and other assurances of performance or payment provided by contractors, subcontractors, suppliers, manufacturers, architects, engineers, or other parties in connection with the design, development, construction, equipping, or furnishing of the Project.

(5) intellectual Property. All trademarks, trade names, service marks, logos, domain names (including the domain "hudsonyardswest.com" and all variations thereof), URLs, social media accounts, and other intellectual property related to the Project, including, without limitation, the name "Hudson Yards West" and all derivations, abbreviations, and translations thereof, together with all registrations, applications for registration, and common-law rights with respect thereto, and all licenses, sublicenses, and other agreements granting rights in or to any of the foregoing.

(6) Goodwill. All goodwill associated with the Project, including all goodwill symbolized by or associated with any of the trademarks, trade names, service marks, or other intellectual property described in clause (5) above.

(7) Tax Refunds and Credits. All tax refunds, tax credits, tax abatements, and tax incentives (including any benefits under the New York City Industrial and Commercial Abatement Program or any similar program) related to the Project, whether federal, state, or local, and all rights to claim, receive, or apply any of the foregoing.

(8) Ground Lease Rights. All of the Debtor's rights, title, and interest in, to, and under the ground lease between the New York City Economic Development Corporation ("NYCEDC") and Metropolitan Transit Development Corp. ("MTDC") dated June 1, 2020, recorded in the Office of the City Register of the City of New York under City Register File Number ("CRFN") 2020000198762, as reflected in the records of the New York City Automated City Register Information System ("ACRIS"), to the extent assignable and to the extent related to or derivative of the Debtor's interest in the Project, together with all amendments, modifications, supplements, extensions, renewals, and replacements thereof.

F. Governmental Approvals and Entitlements

All governmental permits, licenses, approvals, entitlements, certificates (including, without limitation, certificates of occupancy, temporary certificates of occupancy, letters of completion, and letters of no objection), authorizations, consents, franchises, variances, special permits, waivers, exemptions, registrations, filings, and other governmental actions of any kind, whether federal, state, or local, related to or necessary for the development, construction, equipping, furnishing, use, occupancy, operation, management, maintenance, or repair of the Project, in each case to the extent transferable or assignable by the Debtor.

Without limiting the generality of the foregoing, the Collateral described in this Section F includes:

(i) All rights, approvals, and entitlements arising under or in connection with Uniform Land Use Review Procedure ("ULURP") Approval No. C 230415 ZSM, including the New York City Planning Commission approval dated September 12, 2023, and the New York City Council approval dated October 25, 2023, together with all conditions, stipulations, restrictive declarations, and other requirements imposed in connection therewith.

(ii) All zoning lot development rights, unused floor area, transferable development rights ("TDRs"), air rights, and other development rights appurtenant to or associated with the Project site, whether arising under the New York City Zoning Resolution or otherwise.

(iii) All building permits, construction permits, demolition permits, excavation permits, foundation permits, new building permits, alteration permits, and other permits issued by the New York City Department of Buildings or any other governmental authority in connection with the Project.

(iv) All environmental permits, approvals, and authorizations, including any approvals issued by the New York State Department of Environmental Conservation or the New York City Department of Environmental Protection.

G. Insurance Proceeds

All insurance policies and insurance proceeds of every kind and nature, including, without limitation:

(i) the builder's risk insurance coverage in the amount of Five Hundred Million Dollars ($500,000,000) issued by Fortis Indemnity Insurance Co. in connection with the construction of the Project;

(ii) all property insurance, casualty insurance, liability insurance (including commercial general liability and umbrella/excess liability), business interruption insurance, rental loss insurance, flood insurance, earthquake insurance, terrorism insurance (including TRIA coverage), environmental liability insurance, professional liability insurance, workers' compensation insurance, and all other insurance policies maintained by or for the benefit of the Debtor in connection with the Project;

(iii) all refunds of premiums, dividends, return premiums, and unearned premiums with respect to any such policies; and

(iv) all claims, rights to payment, causes of action, and other entitlements arising under or in connection with any such policies, whether arising before or after the date hereof.

H. Leases and Rents

All present and future leases, subleases, sub-subleases, licenses, concessions, tenancies, and other occupancy agreements of any kind or nature now or hereafter affecting the Project or any portion thereof, together with:

(i) all rents, additional rents, percentage rents, escalation payments, common area maintenance charges, tax pass-throughs, operating expense reimbursements, utility charges, parking fees, storage fees, antenna and telecommunications license fees, and all other revenues, income, and sums payable thereunder;

(ii) all guaranties, letters of credit, and other credit support or credit enhancement provided by or on behalf of any tenant, subtenant, licensee, or other occupant;

(iii) all security deposits (whether in the form of cash, letters of credit, or otherwise) held by or for the benefit of the Debtor in connection with any such lease, sublease, license, or occupancy agreement; and

(iv) all rights to enforce the terms of any such lease, sublease, license, or occupancy agreement, to recover damages for breach thereof, and to exercise remedies (including remedies of eviction and re-entry) with respect thereto.

I. Investment Property and LLC Interests

All limited liability company interests, membership interests, partnership interests, joint venture interests, equity interests, and other ownership interests of any kind or nature held by the Debtor in any subsidiary, affiliate, or related entity of the Debtor, to the extent related to the Project, including, without limitation:

(i) all rights to receive dividends, distributions (whether of cash, property, or securities), allocations of income, gain, loss, deduction, or credit, and returns of capital with respect to any such interests;

(ii) all voting rights, consent rights, management rights, and other governance rights associated with any such interests;

(iii) all rights to receive information, financial statements, and reports with respect to any entity in which the Debtor holds such interests; and

(iv) all certificates, instruments, or other documents evidencing any such interests.

J. Letter-of-Credit Rights

All letter-of-credit rights (as defined in UCC § 9-102(a)(51)), whether or not the letter of credit is evidenced by a writing, including, without limitation, all rights to draw on, demand payment under, or receive proceeds of any letter of credit issued in connection with the Project, whether such letter of credit is a standby letter of credit, a commercial letter of credit, or otherwise, and whether issued for the benefit of the Debtor, any tenant, any contractor, or any other party in connection with the Project, together with all amendments, extensions, renewals, and replacements thereof.

K. Construction-Related Collateral

All construction and development agreements, contracts, and arrangements of any kind related to the design, development, construction, equipping, and furnishing of the Project, together with the following:

(i) all architect's certificates, engineer's certificates, contractor's certificates, and other professional certifications and attestations delivered in connection with the construction of the Project;

(ii) all lien waivers, lien releases, and subordination agreements obtained from contractors, subcontractors, suppliers, materialmen, laborers, and other parties providing labor, materials, or services in connection with the Project;

(iii) all payment bonds and performance bonds, including, without limitation, any bonds issued under or in connection with the GMP Contract No. CCG-HYW-2025-001;

(iv) all plans, specifications, shop drawings, as-built drawings, surveys (including ALTA/NSPS land title surveys), soil reports, geotechnical reports, environmental reports and assessments (including, without limitation, the Phase I Environmental Site Assessment report prepared by Apex Environmental Consultants, Inc., Project No. AEC-NY-25-0337), structural reports and property condition assessments (including, without limitation, the structural/PCA report prepared by Trident Structural Engineers, P.C.), traffic studies, market studies, appraisals, feasibility studies, and all other technical documents, reports, and analyses related to the Project;

(v) all retainage amounts, holdback amounts, and other deferred payments held or to be held by the Debtor or any construction manager or owner's representative under any construction contract, subcontract, or purchase order; and

(vi) all warranties, guaranties, and representations made by any contractor, subcontractor, supplier, manufacturer, architect, engineer, or other party with respect to the quality, fitness, or performance of any work, labor, materials, equipment, or services provided in connection with the Project.

L. Books and Records

All books, records, ledgers, journals, files, correspondence, customer lists, tenant lists, vendor lists, mailing lists, marketing materials, advertising materials, computer programs, computer software (to the extent assignable), computer data, databases, electronic records, electronic files, and all other documents, records, data, and information of every kind and description, in whatever form or medium (including paper, electronic, magnetic, optical, or other media), related to the Project or to any of the other Collateral described herein, together with all rights of access to any of the foregoing and all equipment and systems necessary to access, read, process, or retrieve any of the foregoing.

M. Proceeds and Products

All proceeds (as defined in UCC § 9-102(a)(64)) and products of any and all of the foregoing Collateral, in whatever form, including, without limitation:

(i) all cash proceeds, noncash proceeds, and other amounts received, receivable, or otherwise distributed in respect of or in exchange for any of the foregoing Collateral;

(ii) all insurance proceeds (including proceeds of property insurance, casualty insurance, liability insurance, business interruption insurance, and title insurance) and condemnation awards (including awards for a taking or a partial taking, whether by eminent domain, condemnation, or otherwise) received or receivable with respect to any of the foregoing Collateral or the Project;

(iii) all amounts received or receivable upon the sale, lease, exchange, transfer, collection, assignment, or other disposition of any of the foregoing Collateral;

(iv) all accessions to, substitutions for, and replacements of any of the foregoing Collateral; and

(v) all proceeds of proceeds, to the extent not otherwise captured by the foregoing.

N. Supporting Obligations

All supporting obligations (as defined in UCC § 9-102(a)(78)) with respect to any of the foregoing Collateral, including, without limitation, all guaranties (including completion guaranties, payment guaranties, and performance guaranties), letters of credit, letters of comfort, keepwell agreements, standby purchase agreements, surety bonds, insurance policies, indemnity agreements, and all other secondary obligations of any kind or nature that support or secure the payment or performance of any of the foregoing Collateral.

O. Commercial Tort Claims

All commercial tort claims (as defined in UCC § 9-102(a)(13)) of the Debtor related to the Project, whether now existing or hereafter arising, including, without limitation, all claims for damages arising from breach of contract, negligence, professional malpractice, fraud, misrepresentation, interference with contractual relations, interference with prospective business advantage, conversion, trespass, nuisance, or any other tort theory, in each case to the extent related to the Project or any of the other Collateral described herein.

Note: To the extent required by UCC § 9-108(e)(1), this description of commercial tort claims will be supplemented by amendment to this Financing Statement as specific commercial tort claims arise, providing a brief description of the tort claim in reasonable detail as required by applicable law. The Debtor has agreed, pursuant to Section 4.5 of the Security Agreement, to promptly notify the Administrative Agent of the existence of any commercial tort claim and to execute and deliver such amendments and supplements to this Financing Statement as may be necessary to perfect the Secured Party's security interest therein.

EXCLUSIONS. Notwithstanding anything to the contrary in the foregoing description, the Collateral shall not include:

(a) Any lease, license, contract, permit, or agreement to the extent that the granting of a security interest therein would violate or invalidate such lease, license, contract, permit, or agreement or would create a right of termination in favor of any other party thereto (other than the Debtor), in each case solely to the extent that any such violation, invalidation, or right of termination is not rendered ineffective by Section 9-406, Section 9-407, Section 9-408, or Section 9-409 of the Uniform Commercial Code or by any other applicable law (including, without limitation, the U.S. Bankruptcy Code); provided, however, that upon the cessation or removal of any such restriction, the Collateral shall automatically include, and the security interest granted herein shall automatically attach to, such lease, license, contract, permit, or agreement without further action by any party;

(b) Any intent-to-use trademark application filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) prior to the filing of a "Statement of Use" or an "Amendment to Allege Use" with respect thereto, solely to the extent that the granting of a security interest therein prior to such filing would impair the validity or enforceability of such application or any registration that may issue therefrom under applicable federal trademark law; provided, however, that upon the filing of a Statement of Use or Amendment to Allege Use, any such intent-to-use trademark application (and any registration issuing therefrom) shall automatically be included in the Collateral without further action by any party; and

(c) Any equity interests in a subsidiary or other entity to the extent that a pledge thereof would require the filing of a registration statement under the Securities Act of 1933, as amended, or would otherwise violate applicable federal or state securities laws, in each case solely to the extent such filing or registration requirement cannot be satisfied by the filing of a Form D or other exemptive notice.

INCORPORATION BY REFERENCE

This collateral description is intended to be consistent with and to supplement the descriptions of collateral set forth in (i) the Senior Security Agreement dated on or about June 15, 2025 (the "Security Agreement"), executed by Hudson Yards West Mortgage LLC, as Debtor, in favor of Ironclad National Bank, N.A., as Administrative Agent for the benefit of the Lenders, and (ii) the Senior Mortgage Loan Agreement dated on or about June 15, 2025 (the "Loan Agreement"), by and among Hudson Yards West Mortgage LLC, as Borrower, the Lenders party thereto from time to time, and Ironclad National Bank, N.A., as Administrative Agent. In the event of any conflict or inconsistency between the collateral description set forth in this Exhibit A and the collateral descriptions set forth in the Security Agreement or the Loan Agreement, the terms of the Security Agreement and the Loan Agreement shall control as between the parties thereto; provided, however, that this Financing Statement shall be effective to perfect the security interest of the Secured Party in all items of personal property described herein to the fullest extent permitted by applicable law, regardless of any such conflict or inconsistency. This Financing Statement has been filed for notice purposes and shall not be construed to limit or restrict the scope of the security interest granted under the Security Agreement or the Loan Agreement.

END OF EXHIBIT A

FILING INSTRUCTIONS

For Internal Use by Calderwood & Harkness LLP Only — Not Part of UCC-1 Filing

Filing Office: Delaware Secretary of State, Division of Corporations, UCC Filing Section, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901.

Filing Fee: Standard filing fee per Delaware Secretary of State fee schedule (currently $165.00 for online filing; $200.00 for paper filing). Submit by online filing through the Delaware Secretary of State's UCC filing portal at https://icis.corp.delaware.gov.

Number of Pages: This Financing Statement, including Exhibit A, consists of the UCC1 form, the UCC1AP Addendum, and Exhibit A — Collateral Description.

Acknowledgment Copies: Upon receipt of the filed-stamped acknowledgment copy from the Delaware Secretary of State, forward one copy to:

Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022

Attention: Harrison Whitmore, Esq.

And retain one copy in the Calderwood & Harkness LLP transaction files under Matter No. 1031-00004.

Continuation Statement: A continuation statement (Form UCC3) must be filed within six (6) months prior to the fifth (5th) anniversary of the initial filing date in order to maintain the effectiveness of this Financing Statement. Calendar a reminder for four (4) years and six (6) months following the initial filing date.

PREPARED BY:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Grace Nakamura

Title: Partner

Date: ________

Matter No.: 1031-00004

File Number:	[Reserved for Delaware Secretary of State]
Filing Date:	[Reserved for Delaware Secretary of State]
Filing Time:	[Reserved for Delaware Secretary of State]
Filing Office Stamp:	[Reserved for Delaware Secretary of State]
Field	Entry
1a. Organization's Name:	Hudson Yards West Mortgage LLC
1b. Mailing Address:	c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, IL 60604
1c. City:	Chicago
1d. State:	IL
1e. Postal Code:	60604
1f. Country:	United States
Field	Entry
2a. Organization's Name:	Not Applicable
2b. Mailing Address:	Not Applicable
2c. City:	N/A
2d. State:	N/A
2e. Postal Code:	N/A
2f. Country:	N/A
Field	Entry
3a. Organization's Name:	Ironclad National Bank, N.A., as Administrative Agent
3b. Mailing Address:	277 Park Avenue
3c. City:	New York
3d. State:	NY
3e. Postal Code:	10172
3f. Country:	United States

Designation	Status
Debtor is a Transmitting Utility	NOT CHECKED
Filed in connection with a Manufactured-Home Transaction	NOT CHECKED
Filed in connection with a Public-Finance Transaction	NOT CHECKED
Reference	Detail
Filer Reference / Matter No.:	Calderwood & Harkness LLP Matter No.: 1031-00004
Loan Reference:	Senior Mortgage Loan Agreement dated on or about June 15, 2025, by and among Hudson Yards West Mortgage LLC, as Borrower, the Lenders party thereto from time to time, and Ironclad National Bank, N.A., as Administrative Agent for the Lenders
Field	Entry
box 8 — Type of Organization:	Limited Liability Company
box 9 — Jurisdiction of Organization:	Delaware
box 10 — Organizational Identification Number:	Delaware Secretary of State File Number for Hudson Yards West Mortgage LLC: [To be inserted upon formation]

Federal Employer Identification Number (EIN): [To be obtained]

NATIONAL UCC FINANCING STATEMENT
(Form UCC1) (Rev. 04/20/11)
Filed with the Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
This Financing Statement is filed to perfect the security interest granted under that certain Senior Mortgage Loan Agreement in all personal property collateral of the Debtor related to the mixed-use development project known as "Hudson Yards West" located at 450 West 34th Street, New York, NY 10001. Initial filing; no prior filing number.
Box A — FILING OFFICE USE ONLY
This space is reserved for use by the Delaware Secretary of State, Division of Corporations. The filing office will assign a file number and affix a filing stamp indicating the date and time of filing. This is an initial filing; there is no prior filing number to reference.
Box 1 — DEBTOR'S NAME AND MAILING ADDRESS
Box 2 — ADDITIONAL DEBTOR'S NAME AND MAILING ADDRESS
There is no additional debtor. The sole Debtor is Hudson Yards West Mortgage LLC as identified in box 1 above.
Box 3 — SECURED PARTY'S NAME AND MAILING ADDRESS
Box 4 — COLLATERAL DESCRIPTION
See Exhibit A attached hereto and incorporated herein by reference for a complete description of the collateral.
The collateral described in Exhibit A constitutes the total extent of personal property collateral securing the Four Hundred Seventy-Five Million Dollars ($475,000,000) Senior Mortgage Loan made by the Lenders (as defined herein) to Hudson Yards West Mortgage LLC, as Borrower, pursuant to the Senior Mortgage Loan Agreement dated on or about June 15, 2025.
Box 5 — CHECK APPLICABLE box (IF ANY)
Note regarding Public-Finance Transaction designation: Although Metropolitan Transit Development Corp. ("MTDC"), the sole member and manager of the Debtor, is a governmental instrumentality and the Project involves a $45,000,000 NYC Transit Infrastructure Grant issued by the City of New York, the Debtor and Borrower entity — Hudson Yards West Mortgage LLC — is a private-purpose Delaware limited liability company organized as a special purpose entity ("SPE"). This filing does not constitute a public-finance transaction within the meaning of Section 9-102(a)(67) of the Uniform Commercial Code ("UCC") because the Debtor is not a governmental entity, the obligation secured by the collateral is not an obligation of a governmental entity, and this financing statement does not relate to a security interest that secures an obligation payable in whole or in part from taxes or other governmental revenue sources within the meaning of the statute.
Box 6 — OPTIONAL FILER REFERENCE DATA
Box 7 — ALTERNATIVE DESIGNATION (OPTIONAL)
The Secured Party identified in box 3 is acting in the capacity of Administrative Agent on behalf of the following Lenders under the Senior Mortgage Loan Agreement:
1.  Ironclad National Bank, N.A.
2.  Ridgeline Savings Bank
3.  Atlas Mutual Insurance Company
4.  Commonwealth Trust Company
5.  Harborview Federal Savings Bank
6.  Meridian Pacific Bank
The Administrative Agent is authorized to act on behalf of and for the benefit of each of the foregoing Lenders in connection with this Financing Statement, including with respect to the filing of any amendments, continuations, assignments, or terminations hereof, in accordance with the terms of the Senior Mortgage Loan Agreement and the Intercreditor and Agency Agreement referenced therein.
UCC1AP ADDENDUM — ORGANIZATIONAL DEBTOR INFORMATION (BOXES 8–10)
Jurisdictional Filing Note: The Debtor is a "registered organization" formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. Pursuant to UCC § 9-307(e), the jurisdiction of organization of a registered organization organized under the law of a state is that state. Because the Debtor is organized under Delaware law, Delaware is the Debtor's jurisdiction of organization, and the law of Delaware governs perfection of a security interest in the Debtor's personal property collateral. Under UCC § 9-501(a)(2), the proper office for filing a financing statement to perfect a security interest in the collateral of a registered organization (other than as-extracted collateral, timber to be cut, or fixtures) is the office designated by the law of the jurisdiction of the Debtor's organization for the filing of a record of the existence of a nonpossessory security interest. In Delaware, that office is the Delaware Secretary of State. Accordingly, this Financing Statement is being filed with the Delaware Secretary of State as the proper filing office.
AUTHORIZATION STATEMENT
This Financing Statement is filed pursuant to the express authorization of the Debtor, Hudson Yards West Mortgage LLC, as granted under Section 6.14 of the Senior Mortgage Loan Agreement dated on or about June 15, 2025, by and among Hudson Yards West Mortgage LLC, as Borrower, the Lenders party thereto from time to time, and Ironclad National Bank, N.A., as Administrative Agent (the "Loan Agreement").
Pursuant to Section 4.3 of the Senior Security Agreement dated on or about June 15, 2025 (the "Security Agreement"), executed by the Debtor in favor of Ironclad National Bank, N.A., as Administrative Agent for the benefit of the Lenders, the Debtor has expressly authorized the Secured Party (and its counsel) to file one or more financing statements (and amendments thereto, including continuation statements) in any filing office as the Secured Party may determine to be necessary or advisable in order to perfect and maintain perfection of the security interests granted in the Loan Agreement and the Security Agreement, without the necessity of obtaining the Debtor's signature on any such financing statement or amendment, as permitted under Section 9-509(b) of the Uniform Commercial Code.
No signature of the Debtor is required on this Financing Statement. The Secured Party's authority to file this Financing Statement arises by virtue of the Debtor's authenticated security agreement, in accordance with UCC § 9-509(b)(1).
PREPARED BY / RETURN FILING ACKNOWLEDGMENT TO
Prepared By:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006
Attention: Grace Nakamura, Esq.
Telephone: (212) 558-4000
Email: g.nakamura@calderwoodharkness.com
Send Filing Acknowledgment Copy To:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022
Attention: Harrison Whitmore, Esq.
Telephone: (212) 407-3200
Email: h.whitmore@clearfieldlaw.com
EXHIBIT A
COLLATERAL DESCRIPTION
PREAMBLE.  All of the Debtor's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired, wherever located, and all products and proceeds of the foregoing (collectively, the "Collateral"), in each case to the extent related to the mixed-use development project known as "Hudson Yards West" located at 450 West 34th Street, New York, New York 10001, situated on Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City, County, and State of New York (the "Project"):
A. Accounts and Payment Intangibles
All accounts (as defined in UCC § 9-102(a)(2)), accounts receivable, payment intangibles (as defined in UCC § 9-102(a)(61)), health-care-insurance receivables, rents, issues, profits, revenues, royalties, and income arising from or related to the Project, including, without limitation, all lease payments, license fees, parking revenues, signage revenues, telecommunications and antenna license fees, storage fees, amenity fees, percentage rents, and all other amounts payable to the Debtor under any lease, license, concession, or occupancy agreement now or hereafter affecting the Project or any portion thereof.
Without limiting the generality of the foregoing, the Collateral described in this Section A includes all of the Debtor's rights to receive transit infrastructure grant proceeds, including, without limitation, the proceeds of that certain New York City Transit Infrastructure Grant in the amount of Forty-Five Million Dollars ($45,000,000) awarded by the City of New York, acting through the New York City Department of Transportation and the Metropolitan Transportation Authority, together with all amendments, supplements, and modifications thereto, and all disbursements, reimbursements, and other payments receivable thereunder (the "Transit Grant Proceeds").
B. Chattel Paper and Instruments
All chattel paper (as defined in UCC § 9-102(a)(11)), whether tangible chattel paper or electronic chattel paper, all instruments (as defined in UCC § 9-102(a)(47)), including, without limitation, all promissory notes, drafts, and other negotiable and non-negotiable instruments, and all documents of title (as defined in UCC § 9-102(a)(30)), whether negotiable or non-negotiable, in each case arising from, related to, or used in connection with the Project, the ownership, development, construction, leasing, management, operation, or maintenance thereof, or any of the other Collateral described herein.
C. Deposit Accounts and Securities Accounts
All deposit accounts (as defined in UCC § 9-102(a)(29)), including, without limitation, all reserve accounts, escrow accounts, lockbox accounts, cash management accounts, operating accounts, interest reserve accounts, debt service reserve accounts, tax and insurance escrow accounts, completion guaranty reserve accounts, tenant improvement reserve accounts, leasing commission reserve accounts, capital expenditure reserve accounts, and any other accounts of any kind or nature maintained in connection with the Senior Mortgage Loan or the Project, together with all funds, cash, and other amounts on deposit therein from time to time.
All securities accounts (as defined in UCC § 8-501(a)), all securities entitlements (as defined in UCC § 8-102(a)(17)), all investment property (as defined in UCC § 9-102(a)(49)), all financial assets (as defined in UCC § 8-102(a)(9)), and all commodity accounts (as defined in UCC § 9-102(a)(14)) related to the Project, the Senior Mortgage Loan, or any of the other Collateral described herein.
The foregoing specifically includes, without limitation, all deposit accounts and securities accounts held at or through Ironclad National Bank, N.A. (ABA Routing Number: 021-003-178), and all funds, balances, securities, and other property credited thereto, together with all statements, confirmations, and records relating thereto.
D. Equipment and Fixtures
All equipment (as defined in UCC § 9-102(a)(33)), machinery, furniture, furnishings, fixtures, trade fixtures, fittings, and other tangible personal property of every kind and description now or hereafter located at, affixed to, installed in, or used in connection with the Project, including, without limitation:
(i) all heating, ventilation, and air conditioning ("HVAC") systems, components, and controls;
(ii) all elevator and escalator systems, including cabs, motors, controllers, and related mechanical components;
(iii) all electrical systems, including switchgear, transformers, generators, emergency power systems, uninterruptible power supply systems, bus ducts, panelboards, wiring, and lighting fixtures;
(iv) all plumbing systems, including pipes, valves, pumps, water heaters, and sanitary fixtures;
(v) all mechanical systems, including boilers, chillers, cooling towers, and heat exchangers;
(vi) all fire protection and life safety systems, including sprinkler systems, fire alarm systems, smoke detection systems, fire suppression systems, and emergency communication systems;
(vii) all telecommunications systems, including fiber optic cabling, data cabling, wireless infrastructure, distributed antenna systems, and related telecommunications equipment;
(viii) all building management and automation systems, including energy management systems, security systems, access control systems, closed-circuit television systems, and intercom systems;
(ix) all appliances, window treatments, carpeting, floor coverings, wall coverings, and other interior finishes and furnishings; and
(x) all motor vehicles, carts, tools, supplies, and maintenance equipment.
The foregoing further includes all construction equipment, construction materials, building supplies, and other tangible personal property present on or delivered to the Project site during the construction period, whether owned by the Debtor, held on consignment, or otherwise in the Debtor's possession or control and related to the development and construction of the Project.
E. General Intangibles
All general intangibles (as defined in UCC § 9-102(a)(42)) related to the Project, including, without limitation, the following:
(1) Construction Contract Rights. All of the Debtor's rights, title, and interest in, to, and under the Guaranteed Maximum Price Construction Contract between the Debtor and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001, Guaranteed Maximum Price: $412,000,000) (the "GMP Contract"), together with all subcontracts, sub-subcontracts, purchase orders, change orders, amendments, supplements, and modifications entered into in connection therewith, and all rights to enforce the terms thereof, to receive performance thereunder, and to exercise remedies with respect thereto.
(2) Property Management Rights. All of the Debtor's rights, title, and interest in, to, and under the Property Management Agreement between the Debtor and Evergreen Property Management LLC, including all rights to direct or approve the management, operation, leasing, and maintenance of the Project, and all rights to receive reports, accountings, and other information thereunder.
(3) Design and Professional Services Rights. All of the Debtor's rights, title, and interest in, to, and under all architectural, engineering, design, and other professional services contracts related to the Project, together with all plans, drawings, specifications, models, renderings, studies, reports, surveys, and other design documents and work product produced thereunder, and all rights to use, reproduce, modify, and distribute the same.
(4) Warranties and Guaranties. All construction and development warranties, guaranties, indemnities, performance bonds, payment bonds, and other assurances of performance or payment provided by contractors, subcontractors, suppliers, manufacturers, architects, engineers, or other parties in connection with the design, development, construction, equipping, or furnishing of the Project.
(5) intellectual Property. All trademarks, trade names, service marks, logos, domain names (including the domain "hudsonyardswest.com" and all variations thereof), URLs, social media accounts, and other intellectual property related to the Project, including, without limitation, the name "Hudson Yards West" and all derivations, abbreviations, and translations thereof, together with all registrations, applications for registration, and common-law rights with respect thereto, and all licenses, sublicenses, and other agreements granting rights in or to any of the foregoing.
(6) Goodwill. All goodwill associated with the Project, including all goodwill symbolized by or associated with any of the trademarks, trade names, service marks, or other intellectual property described in clause (5) above.
(7) Tax Refunds and Credits. All tax refunds, tax credits, tax abatements, and tax incentives (including any benefits under the New York City Industrial and Commercial Abatement Program or any similar program) related to the Project, whether federal, state, or local, and all rights to claim, receive, or apply any of the foregoing.
(8) Ground Lease Rights. All of the Debtor's rights, title, and interest in, to, and under the ground lease between the New York City Economic Development Corporation ("NYCEDC") and Metropolitan Transit Development Corp. ("MTDC") dated June 1, 2020, recorded in the Office of the City Register of the City of New York under City Register File Number ("CRFN") 2020000198762, as reflected in the records of the New York City Automated City Register Information System ("ACRIS"), to the extent assignable and to the extent related to or derivative of the Debtor's interest in the Project, together with all amendments, modifications, supplements, extensions, renewals, and replacements thereof.
F. Governmental Approvals and Entitlements
All governmental permits, licenses, approvals, entitlements, certificates (including, without limitation, certificates of occupancy, temporary certificates of occupancy, letters of completion, and letters of no objection), authorizations, consents, franchises, variances, special permits, waivers, exemptions, registrations, filings, and other governmental actions of any kind, whether federal, state, or local, related to or necessary for the development, construction, equipping, furnishing, use, occupancy, operation, management, maintenance, or repair of the Project, in each case to the extent transferable or assignable by the Debtor.
Without limiting the generality of the foregoing, the Collateral described in this Section F includes:
(i) All rights, approvals, and entitlements arising under or in connection with Uniform Land Use Review Procedure ("ULURP") Approval No. C 230415 ZSM, including the New York City Planning Commission approval dated September 12, 2023, and the New York City Council approval dated October 25, 2023, together with all conditions, stipulations, restrictive declarations, and other requirements imposed in connection therewith.
(ii) All zoning lot development rights, unused floor area, transferable development rights ("TDRs"), air rights, and other development rights appurtenant to or associated with the Project site, whether arising under the New York City Zoning Resolution or otherwise.
(iii) All building permits, construction permits, demolition permits, excavation permits, foundation permits, new building permits, alteration permits, and other permits issued by the New York City Department of Buildings or any other governmental authority in connection with the Project.
(iv) All environmental permits, approvals, and authorizations, including any approvals issued by the New York State Department of Environmental Conservation or the New York City Department of Environmental Protection.
G. Insurance Proceeds
All insurance policies and insurance proceeds of every kind and nature, including, without limitation:
(i) the builder's risk insurance coverage in the amount of Five Hundred Million Dollars ($500,000,000) issued by Fortis Indemnity Insurance Co. in connection with the construction of the Project;
(ii) all property insurance, casualty insurance, liability insurance (including commercial general liability and umbrella/excess liability), business interruption insurance, rental loss insurance, flood insurance, earthquake insurance, terrorism insurance (including TRIA coverage), environmental liability insurance, professional liability insurance, workers' compensation insurance, and all other insurance policies maintained by or for the benefit of the Debtor in connection with the Project;
(iii) all refunds of premiums, dividends, return premiums, and unearned premiums with respect to any such policies; and
(iv) all claims, rights to payment, causes of action, and other entitlements arising under or in connection with any such policies, whether arising before or after the date hereof.
H. Leases and Rents
All present and future leases, subleases, sub-subleases, licenses, concessions, tenancies, and other occupancy agreements of any kind or nature now or hereafter affecting the Project or any portion thereof, together with:
(i) all rents, additional rents, percentage rents, escalation payments, common area maintenance charges, tax pass-throughs, operating expense reimbursements, utility charges, parking fees, storage fees, antenna and telecommunications license fees, and all other revenues, income, and sums payable thereunder;
(ii) all guaranties, letters of credit, and other credit support or credit enhancement provided by or on behalf of any tenant, subtenant, licensee, or other occupant;
(iii) all security deposits (whether in the form of cash, letters of credit, or otherwise) held by or for the benefit of the Debtor in connection with any such lease, sublease, license, or occupancy agreement; and
(iv) all rights to enforce the terms of any such lease, sublease, license, or occupancy agreement, to recover damages for breach thereof, and to exercise remedies (including remedies of eviction and re-entry) with respect thereto.
I. Investment Property and LLC Interests
All limited liability company interests, membership interests, partnership interests, joint venture interests, equity interests, and other ownership interests of any kind or nature held by the Debtor in any subsidiary, affiliate, or related entity of the Debtor, to the extent related to the Project, including, without limitation:
(i) all rights to receive dividends, distributions (whether of cash, property, or securities), allocations of income, gain, loss, deduction, or credit, and returns of capital with respect to any such interests;
(ii) all voting rights, consent rights, management rights, and other governance rights associated with any such interests;
(iii) all rights to receive information, financial statements, and reports with respect to any entity in which the Debtor holds such interests; and
(iv) all certificates, instruments, or other documents evidencing any such interests.
J. Letter-of-Credit Rights
All letter-of-credit rights (as defined in UCC § 9-102(a)(51)), whether or not the letter of credit is evidenced by a writing, including, without limitation, all rights to draw on, demand payment under, or receive proceeds of any letter of credit issued in connection with the Project, whether such letter of credit is a standby letter of credit, a commercial letter of credit, or otherwise, and whether issued for the benefit of the Debtor, any tenant, any contractor, or any other party in connection with the Project, together with all amendments, extensions, renewals, and replacements thereof.
K. Construction-Related Collateral
All construction and development agreements, contracts, and arrangements of any kind related to the design, development, construction, equipping, and furnishing of the Project, together with the following:
(i) all architect's certificates, engineer's certificates, contractor's certificates, and other professional certifications and attestations delivered in connection with the construction of the Project;
(ii) all lien waivers, lien releases, and subordination agreements obtained from contractors, subcontractors, suppliers, materialmen, laborers, and other parties providing labor, materials, or services in connection with the Project;
(iii) all payment bonds and performance bonds, including, without limitation, any bonds issued under or in connection with the GMP Contract No. CCG-HYW-2025-001;
(iv) all plans, specifications, shop drawings, as-built drawings, surveys (including ALTA/NSPS land title surveys), soil reports, geotechnical reports, environmental reports and assessments (including, without limitation, the Phase I Environmental Site Assessment report prepared by Apex Environmental Consultants, Inc., Project No. AEC-NY-25-0337), structural reports and property condition assessments (including, without limitation, the structural/PCA report prepared by Trident Structural Engineers, P.C.), traffic studies, market studies, appraisals, feasibility studies, and all other technical documents, reports, and analyses related to the Project;
(v) all retainage amounts, holdback amounts, and other deferred payments held or to be held by the Debtor or any construction manager or owner's representative under any construction contract, subcontract, or purchase order; and
(vi) all warranties, guaranties, and representations made by any contractor, subcontractor, supplier, manufacturer, architect, engineer, or other party with respect to the quality, fitness, or performance of any work, labor, materials, equipment, or services provided in connection with the Project.
L. Books and Records
All books, records, ledgers, journals, files, correspondence, customer lists, tenant lists, vendor lists, mailing lists, marketing materials, advertising materials, computer programs, computer software (to the extent assignable), computer data, databases, electronic records, electronic files, and all other documents, records, data, and information of every kind and description, in whatever form or medium (including paper, electronic, magnetic, optical, or other media), related to the Project or to any of the other Collateral described herein, together with all rights of access to any of the foregoing and all equipment and systems necessary to access, read, process, or retrieve any of the foregoing.
M. Proceeds and Products
All proceeds (as defined in UCC § 9-102(a)(64)) and products of any and all of the foregoing Collateral, in whatever form, including, without limitation:
(i) all cash proceeds, noncash proceeds, and other amounts received, receivable, or otherwise distributed in respect of or in exchange for any of the foregoing Collateral;
(ii) all insurance proceeds (including proceeds of property insurance, casualty insurance, liability insurance, business interruption insurance, and title insurance) and condemnation awards (including awards for a taking or a partial taking, whether by eminent domain, condemnation, or otherwise) received or receivable with respect to any of the foregoing Collateral or the Project;
(iii) all amounts received or receivable upon the sale, lease, exchange, transfer, collection, assignment, or other disposition of any of the foregoing Collateral;
(iv) all accessions to, substitutions for, and replacements of any of the foregoing Collateral; and
(v) all proceeds of proceeds, to the extent not otherwise captured by the foregoing.
N. Supporting Obligations
All supporting obligations (as defined in UCC § 9-102(a)(78)) with respect to any of the foregoing Collateral, including, without limitation, all guaranties (including completion guaranties, payment guaranties, and performance guaranties), letters of credit, letters of comfort, keepwell agreements, standby purchase agreements, surety bonds, insurance policies, indemnity agreements, and all other secondary obligations of any kind or nature that support or secure the payment or performance of any of the foregoing Collateral.
O. Commercial Tort Claims
All commercial tort claims (as defined in UCC § 9-102(a)(13)) of the Debtor related to the Project, whether now existing or hereafter arising, including, without limitation, all claims for damages arising from breach of contract, negligence, professional malpractice, fraud, misrepresentation, interference with contractual relations, interference with prospective business advantage, conversion, trespass, nuisance, or any other tort theory, in each case to the extent related to the Project or any of the other Collateral described herein.
Note: To the extent required by UCC § 9-108(e)(1), this description of commercial tort claims will be supplemented by amendment to this Financing Statement as specific commercial tort claims arise, providing a brief description of the tort claim in reasonable detail as required by applicable law. The Debtor has agreed, pursuant to Section 4.5 of the Security Agreement, to promptly notify the Administrative Agent of the existence of any commercial tort claim and to execute and deliver such amendments and supplements to this Financing Statement as may be necessary to perfect the Secured Party's security interest therein.
EXCLUSIONS.  Notwithstanding anything to the contrary in the foregoing description, the Collateral shall not include:
(a) Any lease, license, contract, permit, or agreement to the extent that the granting of a security interest therein would violate or invalidate such lease, license, contract, permit, or agreement or would create a right of termination in favor of any other party thereto (other than the Debtor), in each case solely to the extent that any such violation, invalidation, or right of termination is not rendered ineffective by Section 9-406, Section 9-407, Section 9-408, or Section 9-409 of the Uniform Commercial Code or by any other applicable law (including, without limitation, the U.S. Bankruptcy Code); provided, however, that upon the cessation or removal of any such restriction, the Collateral shall automatically include, and the security interest granted herein shall automatically attach to, such lease, license, contract, permit, or agreement without further action by any party;
(b) Any intent-to-use trademark application filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) prior to the filing of a "Statement of Use" or an "Amendment to Allege Use" with respect thereto, solely to the extent that the granting of a security interest therein prior to such filing would impair the validity or enforceability of such application or any registration that may issue therefrom under applicable federal trademark law; provided, however, that upon the filing of a Statement of Use or Amendment to Allege Use, any such intent-to-use trademark application (and any registration issuing therefrom) shall automatically be included in the Collateral without further action by any party; and
(c) Any equity interests in a subsidiary or other entity to the extent that a pledge thereof would require the filing of a registration statement under the Securities Act of 1933, as amended, or would otherwise violate applicable federal or state securities laws, in each case solely to the extent such filing or registration requirement cannot be satisfied by the filing of a Form D or other exemptive notice.
INCORPORATION BY REFERENCE
This collateral description is intended to be consistent with and to supplement the descriptions of collateral set forth in (i) the Senior Security Agreement dated on or about June 15, 2025 (the "Security Agreement"), executed by Hudson Yards West Mortgage LLC, as Debtor, in favor of Ironclad National Bank, N.A., as Administrative Agent for the benefit of the Lenders, and (ii) the Senior Mortgage Loan Agreement dated on or about June 15, 2025 (the "Loan Agreement"), by and among Hudson Yards West Mortgage LLC, as Borrower, the Lenders party thereto from time to time, and Ironclad National Bank, N.A., as Administrative Agent. In the event of any conflict or inconsistency between the collateral description set forth in this Exhibit A and the collateral descriptions set forth in the Security Agreement or the Loan Agreement, the terms of the Security Agreement and the Loan Agreement shall control as between the parties thereto; provided, however, that this Financing Statement shall be effective to perfect the security interest of the Secured Party in all items of personal property described herein to the fullest extent permitted by applicable law, regardless of any such conflict or inconsistency. This Financing Statement has been filed for notice purposes and shall not be construed to limit or restrict the scope of the security interest granted under the Security Agreement or the Loan Agreement.
END OF EXHIBIT A
FILING INSTRUCTIONS
For Internal Use by Calderwood & Harkness LLP Only — Not Part of UCC-1 Filing
Filing Office: Delaware Secretary of State, Division of Corporations, UCC Filing Section, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901.
Filing Fee: Standard filing fee per Delaware Secretary of State fee schedule (currently $165.00 for online filing; $200.00 for paper filing). Submit by online filing through the Delaware Secretary of State's UCC filing portal at https://icis.corp.delaware.gov.
Number of Pages: This Financing Statement, including Exhibit A, consists of the UCC1 form, the UCC1AP Addendum, and Exhibit A — Collateral Description.
Acknowledgment Copies: Upon receipt of the filed-stamped acknowledgment copy from the Delaware Secretary of State, forward one copy to:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022
Attention: Harrison Whitmore, Esq.
And retain one copy in the Calderwood & Harkness LLP transaction files under Matter No. 1031-00004.
Continuation Statement: A continuation statement (Form UCC3) must be filed within six (6) months prior to the fifth (5th) anniversary of the initial filing date in order to maintain the effectiveness of this Financing Statement. Calendar a reminder for four (4) years and six (6) months following the initial filing date.
PREPARED BY:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Grace Nakamura
Title: Partner
Date: ________
Matter No.: 1031-00004
File Number: | [Reserved for Delaware Secretary of State]
Filing Date: | [Reserved for Delaware Secretary of State]
Filing Time: | [Reserved for Delaware Secretary of State]
Filing Office Stamp: | [Reserved for Delaware Secretary of State]
Field | Entry
1a. Organization's Name: | Hudson Yards West Mortgage LLC
1b. Mailing Address: | c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, IL 60604
1c. City: | Chicago
1d. State: | IL
1e. Postal Code: | 60604
1f. Country: | United States
Field | Entry
2a. Organization's Name: | Not Applicable
2b. Mailing Address: | Not Applicable
2c. City: | N/A
2d. State: | N/A
2e. Postal Code: | N/A
2f. Country: | N/A
Field | Entry
3a. Organization's Name: | Ironclad National Bank, N.A., as Administrative Agent
3b. Mailing Address: | 277 Park Avenue
3c. City: | New York
3d. State: | NY
3e. Postal Code: | 10172
3f. Country: | United States
Designation | Status
Debtor is a Transmitting Utility | NOT CHECKED
Filed in connection with a Manufactured-Home Transaction | NOT CHECKED
Filed in connection with a Public-Finance Transaction | NOT CHECKED
Reference | Detail
Filer Reference / Matter No.: | Calderwood & Harkness LLP Matter No.: 1031-00004
Loan Reference: | Senior Mortgage Loan Agreement dated on or about June 15, 2025, by and among Hudson Yards West Mortgage LLC, as Borrower, the Lenders party thereto from time to time, and Ironclad National Bank, N.A., as Administrative Agent for the Lenders
Field | Entry
box 8 — Type of Organization: | Limited Liability Company
box 9 — Jurisdiction of Organization: | Delaware
box 10 — Organizational Identification Number: | Delaware Secretary of State File Number for Hudson Yards West Mortgage LLC: [To be inserted upon formation]
Federal Employer Identification Number (EIN): [To be obtained]