Contract analysis

1. DEFINED TERMS Capitalized terms used but not otherwise defined in this Consent and Agreement shall have the respective meanings ascribed to such terms in the Senior Loan Agreement. In addition to the terms defined elsewhere in this Consent and Agreement, the following terms shall have the meanings set forth below: "Default" means an "Event of Default" as such term is defined in the Senior Loan Agreement or the Mez

2. ACKNOWLEDGMENT AND CONSENT TO ASSIGNMENT (a) Architect hereby acknowledges that it has received and reviewed a true, correct, and complete copy of the Assignment and is fully familiar with the terms and conditions thereof. Architect further acknowledges that Owner has collaterally assigned to the Lenders all of Owner's right, title, and interest in, to, and under the Architectural Agreement, the Plans and Specific

3. AGREEMENT TO PERFORM; NON-DISTURBANCE (a) Performance Upon Step-In. Subject to Section 8 hereof with respect to compensation, upon the occurrence of a Default under the Senior Loan Agreement or the Mezzanine Loan Agreement and receipt by Architect of written notice from any Lender Party that such Lender Party has elected to exercise its rights under the Assignment (a "Step-In Notice"), Architect shall continue to

4. LICENSE TO USE PLANS AND SPECIFICATIONS (a) Grant of License. Architect hereby grants to each Lender Party a non-exclusive, irrevocable, perpetual, fully paid-up, royalty-free license (the "License") to use, copy, reproduce, modify, adapt, display, distribute, transmit, publish, sublicense, and create derivative works from all Plans and Specifications and all other Instruments of Service, in any and all media or f

5. REPRESENTATIONS AND WARRANTIES OF ARCHITECT Architect hereby represents and warrants to the Lenders and each Lender Party, as of the date hereof, as follows: (a) Agreement in Full Force and Effect. The Architectural Agreement is in full force and effect, is valid and binding upon Architect and, to Architect's knowledge, upon Owner, and has not been amended, modified, supplemented, or otherwise changed except as sp

6. COVENANTS OF ARCHITECT Architect hereby covenants and agrees with the Lenders and each Lender Party as follows: (a) Restrictions on Amendments, Termination, and Assignment. Architect shall not, without the prior written consent of the Lenders (which consent shall not be unreasonably withheld, conditioned, or delayed with respect to matters that are not material): (i) amend, modify, supplement, restate, or waive an

7. SUBORDINATION OF ARCHITECT'S LIEN RIGHTS (a) Subordination of Mechanic's Lien. To the fullest extent permitted by applicable law (including, without limitation, the New York Lien Law), Architect hereby subordinates any and all liens, claims of lien, rights to file a mechanic's lien, and any other statutory or common law lien rights that Architect may now have or may hereafter acquire against the Project, the real

8. COMPENSATION (a) No Obligation Prior to Assumption. Nothing in this Consent and Agreement shall obligate any Lender or any Lender Party to pay any fees, costs, expenses, reimbursable amounts, or other compensation to Architect under the Architectural Agreement until and unless such Lender Party has (i) delivered a Step-In Notice in accordance with Section 3(a) hereof, and (ii) assumed in writing Owner's obligation

9. BANKRUPTCY (a) Standing to Assume. In the event of any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, receivership, assignment for the benefit of creditors, or other similar proceeding involving Owner, Mezzanine Borrower, or Architect (each, a "Bankruptcy Proceeding"), Architect agrees that the Lender Parties shall have standing, to the fullest extent permitted by applicable law, to

10. NOTICES (a) All notices, demands, requests, consents, approvals, directions, and other communications required or permitted to be given under this Consent and Agreement (each, a "Notice") shall be in writing and shall be deemed to have been duly given and received: (i) upon delivery, if delivered personally (including by messenger or courier service); (ii) on the first (1st) business day following deposit with a

11. NO MODIFICATION WITHOUT CONSENT (a) This Consent and Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by all Parties hereto. No course of dealing, no delay or failure in exercising any right, and no partial exercise of any right shall constitute a waiver of any right or remedy hereunder. (b) The Architectural Agreement may not be amended, modif

12. BINDING EFFECT; SUCCESSORS AND ASSIGNS (a) This Consent and Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns, to the extent permitted by this Section 12. (b) Each Lender may, without the consent of Architect or Owner, assign, transfer, or delegate its rights, interests, and obl

13. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL (a) Governing Law. This Consent and Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law provisions or rules (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction othe

14. THIRD-PARTY BENEFICIARY Each Lender Party (including, without limitation, the respective successors and assigns of each Lender, any purchaser at a foreclosure sale, any transferee under a deed or assignment in lieu of foreclosure, any participant, and any receiver, trustee, or other fiduciary appointed in connection with any enforcement of the Senior Loan or the Mezzanine Loan) is an intended third-party benefici

15. COUNTERPARTS; ELECTRONIC SIGNATURES This Consent and Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The signature pages of separate counterparts may be combined into a single instrument. Signatures delivered by facsimile transmission, by email in portable document format (PDF), or by

16. SEVERABILITY If any provision of this Consent and Agreement shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Consent and Agreement, and the remaining provisions shall continue in full force and effect. To the extent permitted by applicable law, the Parties waive any provision

17. ENTIRE AGREEMENT This Consent and Agreement, together with the Architectural Agreement (including all amendments, supplements, and change orders attached as Exhibit A hereto) and the Assignment, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether

18. CONFLICTS In the event of any conflict, inconsistency, or ambiguity between any provision of this Consent and Agreement and any provision of the Architectural Agreement, the terms and provisions of this Consent and Agreement shall govern, control, and prevail as between Architect and the Lender Parties. As between Architect and Owner, the terms of the Architectural Agreement shall continue to govern except to the

1. Architectural Services Agreement, dated March 22, 2024, between Owner and Architect (the "Base Agreement"), including: (a) Exhibit A — Scope of Services (Schematic Design, Design Development, Construction Documents, Bidding/Negotiation, Construction Administration, and Post-Construction Services); (b) Exhibit B — Compensation Schedule and Fee Structure (including base fee, hourly rates for additional services, and

2. Amendment No. 1 to Architectural Services Agreement, dated September 15, 2024 (modifying scope of services to include supplemental transit integration design services and adjusting compensation).

3. Amendment No. 2 to Architectural Services Agreement, dated February 3, 2025 (revising project milestone schedule to reflect updated construction phasing and extending the design development phase completion date).

4. Change Order No. 1, dated November 20, 2024 (additional façade design studies and wind tunnel analysis coordination services).

5. Change Order No. 2, dated April 8, 2025 (additional MEP coordination services related to cogeneration plant integration). [Copies of the foregoing documents follow this page.]