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CONSENT AND AGREEMENT OF ARCHITECT

(Assignment of Plans and Specifications)

As of June 15, 2025

This CONSENT AND AGREEMENT OF ARCHITECT (this "Consent and Agreement") is made and entered into as of June 15, 2025 (the "Closing Date"), by and among:

(1) THORNFIELD WESCOTT ARCHITECTS, LLP, a New York limited liability partnership, with its principal offices at 520 Madison Avenue, 26th Floor, New York, New York 10022 (hereinafter referred to as the "Architect");

(2) HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, with an address c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604 (hereinafter referred to as the "Owner");

(3) IRONCLAD NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States, with an address at 277 Park Avenue, New York, New York 10172, in its capacity as senior lender and administrative agent (hereinafter referred to as the "Senior Lender" or "Agent"); and

(4) GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership, with an address at 9 West 57th Street, Suite 4200, New York, New York 10019 (hereinafter referred to as the "Mezzanine Lender" and, together with the Senior Lender, each a "Lender" and collectively, the "Lenders").

Architect, Owner, Senior Lender, and Mezzanine Lender are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. Owner and Architect are parties to that certain Architectural Services Agreement dated as of March 22, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Architectural Agreement"), a true, correct, and complete copy of which (together with all amendments, supplements, and change orders through the date hereof) is attached hereto as Exhibit A and incorporated herein by reference, pursuant to which Architect has agreed to perform architectural design and related professional services and to prepare and deliver plans, specifications, drawings, studies, reports, and related instruments of service (collectively, the "Plans and Specifications") in connection with the design and construction of a mixed-use transit-oriented development project located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City, County, and State of New York) (the "Project").

B. Senior Lender has agreed to make a senior mortgage loan to Owner in the original principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) (the "Senior Loan"), pursuant to that certain Senior Loan Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Senior Loan Agreement"), by and between Owner, as borrower, and Senior Lender, as lender and administrative agent. The Senior Loan is secured by, among other things, a mortgage and security interest encumbering the Project and Owner's interest therein.

C. Mezzanine Lender has agreed to make a mezzanine loan in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000.00) (the "Mezzanine Loan") to Hudson Yards West Mezzanine LLC, a Delaware limited liability company (the "Mezzanine Borrower"), pursuant to that certain Mezzanine Loan Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement"), by and between Mezzanine Borrower, as borrower, and Mezzanine Lender, as lender. The Mezzanine Loan is secured by, among other things, a pledge of the direct membership interests in Owner held by Mezzanine Borrower.

D. As a condition precedent to the making of the Senior Loan and the Mezzanine Loan, the Lenders have required that Owner collaterally assign to the Lenders all of Owner's right, title, and interest in, to, and under the Architectural Agreement and the Plans and Specifications, pursuant to that certain Collateral Assignment of Contracts dated as of the date hereof, executed and delivered by Owner in favor of the Lenders (the "Assignment"), and that Architect consent to such collateral assignment and agree to certain matters as more fully set forth herein.

E. Architect acknowledges that the Lenders are making the Senior Loan and the Mezzanine Loan in material reliance upon, among other things, this Consent and Agreement, and that the Lenders would not make the Senior Loan or the Mezzanine Loan absent the execution and delivery of this Consent and Agreement by Architect.

NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by this reference), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, and intending to be legally bound hereby, the Parties agree as follows:

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 Mezzanine Loan Agreement, as applicable, whether arising from a failure to pay, a breach of covenant, a breach of representation or warranty, a bankruptcy event, or otherwise.

"Instruments of Service" means all plans, specifications, drawings (including, without limitation, schematic design drawings, design development drawings, construction documents, shop drawings, coordination drawings, and detail drawings), models (including physical and digital models), renderings, studies, surveys, reports, design documents, construction documents, record drawings, as-built drawings, specifications manuals, and all other documents, data, work product, and instruments of service prepared by or on behalf of Architect (including by Architect's subconsultants, subcontractors, engineers, and other design professionals) in connection with or arising out of the Architectural Agreement, in whatever medium or format, including, without limitation, all digital and electronic formats such as Computer-Aided Design (CAD) files, Building Information Modeling (BIM) files, Autodesk Revit files, and any associated databases, libraries, families, templates, and linked reference files.

"Lender Parties" means, collectively, (a) the Lenders, (b) the respective successors and assigns of each Lender, (c) any participant in the Senior Loan or the Mezzanine Loan, to the extent of such participation, (d) any purchaser at a foreclosure sale (whether judicial or non-judicial) or any transferee under a deed in lieu of foreclosure, an assignment in lieu of foreclosure, or a UCC disposition sale, in each case with respect to the Project or any direct or indirect interest therein, and (e) any receiver, trustee, or other fiduciary appointed by a court of competent jurisdiction in connection with any enforcement of the Senior Loan or the Mezzanine Loan or the exercise of any rights or remedies by any Lender thereunder.

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 Specifications, and all Instruments of Service as security for Owner's obligations and the Mezzanine Borrower's obligations under the Senior Loan Agreement and the Mezzanine Loan Agreement, respectively.

(b) Architect hereby irrevocably and unconditionally consents to the collateral assignment by Owner to the Lenders of all of Owner's right, title, and interest in, to, and under the Architectural Agreement and the Plans and Specifications, including all Instruments of Service, as set forth in the Assignment. Such consent is given freely and voluntarily, without reservation or condition, and without requiring any further consent, approval, authorization, or action by Architect, whether now or at any time in the future. Architect agrees that no provision of the Architectural Agreement requiring Architect's consent to any assignment by Owner shall apply to or restrict the collateral assignment contemplated by the Assignment or the exercise by any Lender Party of its rights under the Assignment or this Consent and Agreement.

(c) Architect acknowledges and agrees that the collateral assignment effected by the Assignment does not relieve Owner of any of its obligations, duties, or liabilities under the Architectural Agreement, and Owner shall remain primarily liable for all of its obligations under the Architectural Agreement notwithstanding such collateral assignment. Nothing in this Consent and Agreement or the Assignment shall be construed to create a partnership, joint venture, or agency relationship between or among Architect, Owner, and any Lender Party.

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 perform all of its obligations under the Architectural Agreement for the benefit of such Lender Party as if such Lender Party were the "Owner" thereunder. Architect shall recognize such Lender Party as the successor to all of Owner's rights, interests, and obligations under the Architectural Agreement and shall be bound by the terms and conditions of the Architectural Agreement in the same manner and to the same extent as though the Architectural Agreement had been originally entered into directly between Architect and such Lender Party, subject in all cases to the terms of this Consent and Agreement.

(b) Recognition of Successor. From and after the delivery of a Step-In Notice, Architect shall (i) accept instructions and directions from the Lender Party delivering such Step-In Notice (or such Lender Party's designee) in the same manner as Architect would accept instructions and directions from Owner under the Architectural Agreement, (ii) render all services, provide all deliverables, and perform all obligations under the Architectural Agreement for the benefit of such Lender Party, and (iii) account to such Lender Party with respect to all matters arising under the Architectural Agreement. Owner hereby consents to the foregoing and agrees that Architect shall have no liability to Owner for complying with the directions of a Lender Party following delivery of a Step-In Notice.

(c) Restriction on Termination; Cure Rights. Architect shall not, without the prior written consent of the Lenders, terminate, cancel, or suspend performance (in whole or in part) under the Architectural Agreement by reason of any default or breach by Owner, unless and until Architect has satisfied each of the following conditions:

(i) Architect has first given each Lender at least thirty (30) days' prior written notice of such default or breach (a "Default Notice"), which Default Notice shall specify in reasonable detail the nature of the default or breach, the specific provision(s) of the Architectural Agreement that have been breached, and the cure, if any, required to remedy such default or breach; and

(ii) The applicable Lender Party has not, within such thirty (30)-day period (or such longer period as may be reasonably necessary to effect a cure, provided that such Lender Party has commenced cure within such thirty (30)-day period and is diligently and continuously pursuing the same to completion), cured such default or caused such default to be cured to the reasonable satisfaction of Architect. For purposes of this Section 3(c)(ii), the cure period for any monetary default shall not exceed thirty (30) days following receipt of the Default Notice, and the cure period for any non-monetary default shall not exceed ninety (90) days following receipt of the Default Notice, provided that if the nature of the non-monetary default is such that it cannot be cured within such ninety (90)-day period despite the exercise of diligent efforts, then such period shall be extended for such additional time as is reasonably necessary so long as the curing Lender Party is diligently and continuously pursuing a cure.

(d) No Obligation to Cure. Nothing in this Consent and Agreement shall be construed to obligate any Lender or any Lender Party to cure any default by Owner under the Architectural Agreement, to assume any obligation of Owner under the Architectural Agreement, or to deliver a Step-In Notice. The rights of the Lender Parties hereunder are permissive, not mandatory.

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 formats (whether now known or hereafter developed), solely in connection with the completion, renovation, alteration, expansion, repair, restoration, maintenance, leasing, marketing, financing, refinancing, securitization, sale, disposition, or operation of the Project, or any portion thereof. The License shall include the right of any Lender Party to permit any replacement architect, design professional, contractor, consultant, property manager, tenant, prospective purchaser, prospective lender, governmental authority, or other person or entity to use the Plans and Specifications and Instruments of Service in connection with any of the foregoing purposes. The License shall be personal to the Lender Parties and shall not be transferable or assignable except in connection with a transfer or assignment of a Lender's interest in the Senior Loan or the Mezzanine Loan or in connection with a transfer of the Project or any interest therein.

(b) Trigger Events. The License shall become exercisable upon the earliest to occur of: (i) the delivery of a Step-In Notice by any Lender Party; (ii) the rejection, disaffirmance, or repudiation of the Architectural Agreement in any bankruptcy, insolvency, reorganization, receivership, or similar proceeding involving Architect or Owner; or (iii) the termination, cancellation, or expiration of the Architectural Agreement for any reason whatsoever, whether by Owner, Architect, by mutual agreement, or by operation of law.

(c) Survival. The License shall survive and shall not be affected by any termination, cancellation, expiration, rejection, or disaffirmance of the Architectural Agreement or this Consent and Agreement, whether arising by reason of a default, a bankruptcy proceeding, the completion of the Project, or otherwise. The License is irrevocable and may not be terminated, revoked, or rescinded by Architect under any circumstances.

(d) Delivery of Plans and Specifications. Architect shall, promptly following any written request by any Lender Party (and in any event within ten (10) business days following receipt of such request), deliver to such Lender Party (or to such Lender Party's designee) complete and accurate copies of all Plans and Specifications and all other Instruments of Service then in Architect's possession, custody, or control, in both hard-copy format and electronic/digital format, including native CAD files, BIM files (in Industry Foundation Classes (IFC) format and in the native Autodesk Revit format), and any other proprietary or non-proprietary file formats in which such Plans and Specifications and Instruments of Service exist. Architect shall not destroy, discard, or delete any Plans and Specifications or Instruments of Service without the prior written consent of the Lenders so long as any indebtedness remains outstanding under the Senior Loan or the Mezzanine Loan.

(e) Limitation of Liability; Disclaimer. Any use by a Lender Party of the Plans and Specifications or Instruments of Service pursuant to the License shall be at such Lender Party's sole risk and expense. Architect makes no representation or warranty, express or implied, as to the suitability, fitness, adequacy, or completeness of the Plans and Specifications or Instruments of Service for any purpose beyond the original scope of the Architectural Agreement, including, without limitation, any modification, alteration, renovation, expansion, or adaptation of the Project not contemplated by the original scope of services described in the Architectural Agreement. Architect shall not be liable to any Lender Party for any claim, damage, loss, cost, or expense arising from or relating to any Lender Party's use, modification, or adaptation of the Plans and Specifications or Instruments of Service beyond the original scope of the Architectural Agreement, except to the extent that such claim, damage, loss, cost, or expense arises from Architect's negligence, willful misconduct, or material breach of its professional obligations under the Architectural Agreement with respect to the original Plans and Specifications as delivered.

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 specifically disclosed in writing to the Lenders prior to the date hereof and reflected in the copy of the Architectural Agreement attached hereto as Exhibit A. The Architectural Agreement, together with all such disclosed amendments and supplements, constitutes the entire agreement between Owner and Architect with respect to the architectural and design services for the Project, and there are no side letters, oral agreements, or other understandings between Owner and Architect relating to the subject matter thereof that are not reflected in the Architectural Agreement.

(b) No Prior Assignment or Encumbrance. Architect has not assigned, pledged, hypothecated, transferred, or otherwise encumbered any of its rights, interests, or obligations under the Architectural Agreement, and has not granted any license, sublicense, or other interest in or to the Plans and Specifications or Instruments of Service to any person or entity, in each case other than as contemplated by this Consent and Agreement and the Assignment.

(c) No Existing Defaults. To Architect's actual knowledge, as of the date hereof, no default or event of default exists under the Architectural Agreement on the part of either Owner or Architect, and no event has occurred or condition exists which, with the passage of time, the giving of notice, or both, would constitute a default or event of default under the Architectural Agreement on the part of either Owner or Architect.

(d) Payment Status. All fees, compensation, reimbursable expenses, and other amounts due and owing to Architect under the Architectural Agreement as of the date hereof have been paid in full. There are no outstanding retainage disputes, billing disputes, or claims for additional compensation between Architect and Owner. No amounts are currently past due from Owner to Architect under the Architectural Agreement.

(e) Licensing and Registration. Architect is a limited liability partnership duly organized, validly existing, and in good standing under the laws of the State of New York. Architect is duly licensed and registered to practice architecture in the State of New York and holds all permits, licenses, authorizations, certifications, and registrations required by applicable law in connection with its performance of the services contemplated by the Architectural Agreement. All such licenses, permits, authorizations, certifications, and registrations are in full force and effect, and no proceedings are pending or, to Architect's knowledge, threatened to revoke, suspend, limit, or materially modify any such license, permit, authorization, certification, or registration.

(f) Insurance. Architect currently maintains professional liability (errors and omissions) insurance in an amount not less than Ten Million and No/100 Dollars ($10,000,000.00) per occurrence and Twenty-Five Million and No/100 Dollars ($25,000,000.00) in the annual aggregate, with an insurance carrier rated not less than "A-" with a financial size category of not less than "VIII" by A.M. Best Company (or an equivalent rating by another nationally recognized insurance rating agency). Such professional liability insurance policy is currently in full force and effect, all premiums due thereunder have been paid, and no notice of cancellation, non-renewal, or material modification has been received by Architect. Architect has caused certificates of insurance evidencing such coverage to be delivered (or to be available for delivery) to the Lenders, and Architect shall cause each applicable Lender to be named as an additional insured on Architect's commercial general liability policy, to the extent such additional insured status is available under the terms of such policy. To the extent additional insured status is not available on the professional liability policy, Architect shall cause the insurer to issue certificates of insurance naming the Lenders as certificate holders and providing for not less than thirty (30) days' prior written notice to the Lenders of cancellation, material modification, or non-renewal.

(g) intellectual Property. The Plans and Specifications and all Instruments of Service prepared by Architect are original works of authorship of Architect (or, to the extent that portions thereof incorporate the work product of Architect's subconsultants, subcontractors, engineers, or other design professionals, Architect has obtained all rights, licenses, consents, and authorizations necessary to grant the rights and licenses contemplated by this Consent and Agreement with respect to such incorporated work product). To Architect's knowledge, the Plans and Specifications and Instruments of Service do not infringe upon any copyright, patent, trademark, trade secret, or other intellectual property right of any third party.

(h) Authority. Architect has full power and authority to execute, deliver, and perform its obligations under this Consent and Agreement. The execution, delivery, and performance by Architect of this Consent and Agreement have been duly authorized by all necessary partnership action on the part of Architect and do not and will not violate, conflict with, or result in a breach of any provision of Architect's partnership agreement or any contract, agreement, instrument, order, judgment, decree, statute, rule, or regulation to which Architect is a party or by which Architect or its properties may be bound. This Consent and Agreement constitutes the legal, valid, and binding obligation of Architect, enforceable against Architect in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.

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 any material provision of the Architectural Agreement, or enter into any agreement or understanding that would have the effect of amending, modifying, or supplementing any material provision of the Architectural Agreement;

(ii) terminate, cancel, rescind, or suspend (in whole or in part) the Architectural Agreement or any services being performed thereunder;

(iii) assign, pledge, transfer, delegate, subcontract, or otherwise dispose of any of Architect's rights, interests, or obligations under the Architectural Agreement, except for subconsulting arrangements entered into by Architect in the ordinary course of its practice that are expressly permitted under the Architectural Agreement; or

(iv) consent to any assignment by Owner of the Architectural Agreement, or any of Owner's rights or obligations thereunder, to any person or entity other than a Lender Party.

(b) Copies of Notices and Material Communications. Architect shall promptly (and in any event within five (5) business days of sending or receipt, as applicable) furnish to the Lenders copies of all notices, demands, claims, correspondence, and communications of a material nature sent or received by Architect under or in connection with the Architectural Agreement, including, without limitation, any notice of default, notice of termination, notice of suspension, claim for additional compensation, notice of dispute, or notice of force majeure.

(c) Insurance. Architect shall maintain in effect at all times during the term of the Architectural Agreement and for a period of not less than three (3) years following the completion of all services under the Architectural Agreement (or such longer period as may be required by the Architectural Agreement or by the Lenders) all professional liability insurance, commercial general liability insurance, workers' compensation insurance, and any other insurance coverages required by the Architectural Agreement and as specified in Section 5(f) hereof, in amounts and with carriers satisfying the requirements of Section 5(f). Architect shall:

(i) deliver to the Lenders certificates of insurance evidencing such coverages promptly upon request and upon each renewal thereof;

(ii) cause the Lenders to be named as additional insureds on Architect's commercial general liability policy (to the extent available under the terms of such policy) and as certificate holders on all applicable policies;

(iii) cause the applicable insurer(s) to provide not less than thirty (30) days' prior written notice to the Lenders of any cancellation, material modification, or non-renewal of any such insurance policy (or ten (10) days' prior written notice in the case of cancellation for non-payment of premiums); and

(iv) not permit any such insurance policy to lapse, expire, or be cancelled without the prior written consent of the Lenders and without having first obtained replacement coverage meeting the requirements set forth herein.

(d) Cooperation. Architect shall cooperate fully and in good faith with any and all Lender Parties and any replacement architect, design professional, engineer, consultant, or contractor designated by any Lender Party in connection with the completion, renovation, alteration, repair, maintenance, or operation of the Project. Without limiting the generality of the foregoing, such cooperation shall include: providing reasonable access to all project files, records, correspondence, meeting minutes, submittals, requests for information (RFIs), field reports, inspection reports, and all Instruments of Service; responding to reasonable inquiries from any Lender Party or replacement design professional; and participating in transition meetings and design review sessions as reasonably requested.

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 property on which the Project is situated, or any interest therein (including, without limitation, the leasehold interest of Owner under that certain Ground Lease recorded at the Office of the City Register of the City of New York, New York County, under CRFN 2020000198762, as the same may have been amended, restated, supplemented, or otherwise modified), to the liens, mortgages, security interests, and other encumbrances of the Lenders securing the Senior Loan and the Mezzanine Loan, respectively, including any future advances made thereunder. Any lien, claim of lien, or right to file a mechanic's lien of Architect shall at all times be subordinate, junior, and inferior in priority to the liens and security interests of the Lenders, regardless of the respective dates of filing, recording, or creation of such liens.

(b) Waiver of Retaining and Charging Liens. Architect hereby waives, releases, and relinquishes any right to assert a retaining lien, charging lien, possessory lien, or any similar lien or claim of right against the Plans and Specifications, Instruments of Service, or any other documents, data, or work product prepared by or on behalf of Architect in connection with the Architectural Agreement, as against any Lender Party. Architect shall not withhold, refuse to deliver, or assert any lien upon or claim of right to retain possession of the Plans and Specifications or any Instruments of Service as against any Lender Party, regardless of any dispute between Architect and Owner regarding payment or any other matter under the Architectural Agreement.

(c) Further Assurances. Architect agrees to execute, acknowledge, and deliver such further instruments and documents, and to take such further actions, as may be reasonably requested by any Lender Party in order to carry out and effectuate the intent and purposes of this Section 7, including, without limitation, any subordination agreements, lien waiver forms, or estoppel certificates as may be required by the Lenders or their respective counsel.

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 obligations under the Architectural Agreement (such assumption, a "Written Assumption"). The execution and delivery of a Step-In Notice shall not, by itself, constitute an assumption of Owner's obligations or create any payment obligation on the part of the Lender Party delivering such Step-In Notice unless accompanied by or followed by a Written Assumption.

(b) Liability Upon Assumption. Upon delivery of a Step-In Notice and a Written Assumption by a Lender Party, the assuming Lender Party shall be responsible for the payment of all fees, compensation, reimbursable expenses, and other amounts accruing under the Architectural Agreement from and after the date of such Written Assumption, in accordance with the terms and conditions of the Architectural Agreement. The assuming Lender Party shall not be liable for, and Architect hereby releases the assuming Lender Party from, any fees, compensation, reimbursable expenses, or other amounts that accrued or became due and payable under the Architectural Agreement prior to the date of such Written Assumption, all of which amounts shall remain solely the obligation of Owner. Nothing in this Section 8(b) shall be construed to release or discharge Owner from any obligation to pay amounts that accrued prior to the date of such Written Assumption.

(c) Exercise of License Without Assumption. If a Lender Party exercises the License set forth in Section 4 hereof but does not deliver a Step-In Notice and a Written Assumption with respect to the Architectural Agreement, such exercise of the License shall not create any obligation on the part of such Lender Party to compensate Architect beyond any amounts, if any, that have already been paid or that are otherwise payable by Owner under the Architectural Agreement. The License granted in Section 4 is fully paid-up and royalty-free, and no additional consideration shall be due to Architect by reason of the exercise of such License.

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 assume or to cause the assumption of the Architectural Agreement pursuant to Section 365 of Title 11 of the United States Code (11 U.S.C. § 365) or any analogous or successor provision of federal or state law. Architect acknowledges that the Lender Parties have a sufficient interest in the Architectural Agreement, by reason of the Assignment and this Consent and Agreement, to support such standing.

(b) Consent and Non-Opposition. Architect hereby consents to any such assumption of the Architectural Agreement by a Lender Party in connection with a Bankruptcy Proceeding and agrees that it will not oppose, object to, or otherwise impede any motion, application, or request filed by any Lender Party seeking authority to assume or to cause the assumption of the Architectural Agreement in any Bankruptcy Proceeding. Architect further agrees to cooperate with any Lender Party in connection with any such assumption, including by executing and delivering such documents and instruments as may be reasonably necessary to effectuate such assumption.

(c) Survival of License. The License granted in Section 4 hereof shall not be affected by, and shall survive, any Bankruptcy Proceeding involving Architect, Owner, Mezzanine Borrower, or any other person or entity. Without limiting the generality of the foregoing, in the event that the Architectural Agreement is rejected, disaffirmed, or otherwise terminated in connection with any Bankruptcy Proceeding, the License shall remain in full force and effect and shall be fully exercisable by each Lender Party in accordance with the terms of Section 4.

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 nationally recognized overnight courier service (with all charges prepaid or billed to the account of the sender); (iii) upon confirmed transmission, if transmitted by email (provided that a confirming copy is sent by overnight courier within one (1) business day thereafter); or (iv) on the third (3rd) business day following deposit in the United States mail, certified mail, return receipt requested, postage prepaid.

(b) Notices shall be addressed as follows:

If to Architect:

Thornfield Wescott Architects, LLP 520 Madison Avenue, 26th Floor New York, New York 10022

Attn: Jonathan C. Wescott, AIA, Managing Partner

Email: jwescott@thornfieldwescott.com

If to Owner:

Hudson Yards West Mortgage LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

Attn: Marcus Jennings, VP, Real Estate Development

Email: mjennings@metrotransitdev.com

with a copy to:

Lydia Okafor, General Counsel Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

Email: lokafor@metrotransitdev.com

and with a copy to:

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

Attn: Douglas Fairchild, Esq.

Email: dfairchild@calderwoodharkness.com

If to Senior Lender / Agent:

Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172

Attn: Kenneth Pryor, Managing Director, RE Finance

Email: kenneth.pryor@ironclad.com

with a copy to:

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

Attn: Harrison Whitmore, Esq.

Email: hwhitmore@clearfieldlaw.com

If to Mezzanine Lender:

Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019

Attn: Diane Castellano, Managing Partner

Email: dcastellano@granitepeakcap.com

with a copy to:

Voss Richter & Baines LLP 1251 Avenue of the Americas, 34th Floor New York, New York 10020

Attn: Natasha Ivanovic, Esq.

Email: nivanovic@vossrichter.com

(c) Any Party may change its address or other contact information for Notices by giving written notice of such change to the other Parties in accordance with the provisions of this Section 10. Notices to counsel shall be for informational purposes only and shall not constitute notice to the represented Party.

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, modified, supplemented, restated, or terminated without the prior written consent of the Lenders. Notwithstanding the foregoing, the Lenders' consent to amendments of the Architectural Agreement that are not material in nature shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 11(b), an amendment shall be deemed "material" if it involves: (i) a change in the scope of services that would materially affect the design, cost, or schedule of the Project; (ii) an increase in the total compensation payable under the Architectural Agreement in excess of five percent (5%); (iii) a change in the identity of the lead design principal or the project manager assigned to the Project; (iv) a modification of the insurance requirements; (v) a modification or waiver of the standard of care; or (vi) any modification of the termination provisions, assignment provisions, or intellectual property provisions of the Architectural Agreement.

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 obligations under this Consent and Agreement (in whole or in part) in connection with any permitted assignment, sale, participation, syndication, or transfer of the Senior Loan or the Mezzanine Loan, respectively, or any interest therein. Any such assignee or transferee shall be entitled to the full benefits of this Consent and Agreement as a Lender Party, and shall have the right to enforce this Consent and Agreement directly against Architect as if such assignee or transferee were an original party hereto.

(c) Architect may not assign, transfer, delegate, or otherwise dispose of any of its rights, interests, or obligations under this Consent and Agreement without the prior written consent of the Lenders, and any purported assignment, transfer, delegation, or disposition in violation of this Section 12(c) shall be null, void, and of no force or effect.

(d) Owner may not assign its rights or obligations under this Consent and Agreement without the prior written consent of the Lenders, except in connection with an assignment of the Architectural Agreement that has been approved by the Lenders in writing.

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 other than the State of New York.

(b) Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the County of New York (Borough of Manhattan), and (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action, or proceeding arising out of or relating to this Consent and Agreement or the transactions contemplated hereby. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue in any such court, and hereby irrevocably and unconditionally waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process may be made upon it in the manner set forth for Notices in Section 10 hereof, or in any other manner permitted by applicable law.

(c) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT AND AGREEMENT, THE ARCHITECTURAL AGREEMENT, THE ASSIGNMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS CONSENT AND AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(c).

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 beneficiary of this Consent and Agreement and shall have the right to enforce this Consent and Agreement directly against Architect to the same extent as if such Lender Party were a signatory hereto. Except for the Lender Parties, no other person or entity shall be deemed to be a third-party beneficiary of this Consent and Agreement or shall have any right to enforce any provision hereof.

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 any other electronic means intended to preserve the original graphic and pictorial appearance of a signature shall be treated in all respects as having the same effect as an original, manually executed signature. The Parties agree that this Consent and Agreement may be executed using electronic signature platforms (such as DocuSign or Ashford Health IT), and that electronic signatures so executed shall have the same legal effect, validity, and enforceability as manually executed ink signatures, to the fullest extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001–7006), the New York Electronic Signatures and Records Act (N.Y. State Tech. Law §§ 301–309), and any other applicable state or federal law governing electronic signatures and records.

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 of law that renders any provision of this Consent and Agreement invalid, illegal, or unenforceable in any respect. If any provision of this Consent and Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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 written or oral, among the Parties with respect to such subject matter. No Party has relied upon any representation, warranty, or agreement not expressly set forth in this Consent and Agreement, the Architectural Agreement, or the Assignment.

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 extent that specific provisions of this Consent and Agreement expressly modify or supersede such terms. For the avoidance of doubt, nothing in this Consent and Agreement shall be construed to diminish, limit, or impair the rights of the Lender Parties under the Assignment.

[Remainder of this page intentionally left blank. Signature pages follow.]

SIGNATURE PAGES TO CONSENT AND AGREEMENT OF ARCHITECT (Assignment of Plans and Specifications)

IN WITNESS WHEREOF, the Parties have caused this Consent and Agreement to be duly executed as of the date first written above.

ARCHITECT:

THORNFIELD WESCOTT ARCHITECTS, LLP, a New York limited liability partnership

By: ________

Name: Jonathan C. Wescott, AIA

Title: Managing Partner

Date: ________

OWNER:

HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company

By: ________

Name: Marcus Jennings

Title: Authorized Signatory

Date: ________

ACKNOWLEDGED AND AGREED:

SENIOR LENDER / AGENT:

IRONCLAD NATIONAL BANK, N.A., a national banking association

By: ________

Name: Kenneth Pryor

Title: Managing Director, RE Finance

Date: ________

MEZZANINE LENDER:

GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership

By: Granite Peak Capital GP, LLC, its general partner

By: ________

Name: Diane Castellano

Title: Managing Partner

Date: ________

NOTARIZATION — ARCHITECT

STATE OF NEW YORK COUNTY OF NEW YORK

On the _ day of ___, 2025, before me, the undersigned, personally appeared Jonathan C. Wescott, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Managing Partner of THORNFIELD WESCOTT ARCHITECTS, LLP, a New York limited liability partnership, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York Print Name: ______ Commission Expires: ____ Notary Registration No.: ____

NOTARIZATION — OWNER

STATE OF ILLINOIS COUNTY OF COOK

On the _ day of ___, 2025, before me, the undersigned, personally appeared Marcus Jennings, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Authorized Signatory of HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of Illinois Print Name: ______ Commission Expires: ____ Notary Registration No.: ____

NOTARIZATION — SENIOR LENDER / AGENT

STATE OF NEW YORK COUNTY OF NEW YORK

On the _ day of ___, 2025, before me, the undersigned, personally appeared Kenneth Pryor, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Managing Director, RE Finance of IRONCLAD NATIONAL BANK, N.A., a national banking association, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York Print Name: ______ Commission Expires: ____ Notary Registration No.: ____

NOTARIZATION — MEZZANINE LENDER

STATE OF NEW YORK COUNTY OF NEW YORK

On the _ day of ___, 2025, before me, the undersigned, personally appeared Diane Castellano, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her capacity as Managing Partner of GRANITE PEAK CAPITAL GP, LLC, the general partner of GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership, and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York Print Name: ______ Commission Expires: ____ Notary Registration No.: ____

EXHIBIT A

ARCHITECTURAL SERVICES AGREEMENT

(including all amendments, supplements, and change orders as of the date hereof)

Attached hereto and made a part of this Consent and Agreement is a true, correct, and complete copy of the Architectural Services Agreement dated as of March 22, 2024, by and between Hudson Yards West Mortgage LLC, as Owner, and Thornfield Wescott Architects, LLP, as Architect, together with all amendments, supplements, change orders, and other modifications thereto through the Closing Date, including, without limitation:

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 reimbursable expenses);

(c) Exhibit C — Project Milestone Schedule (including design phase milestones, submission deadlines, and construction administration milestones);

(d) Exhibit D — Insurance Requirements (professional liability, commercial general liability, workers' compensation, and automobile liability coverage minimums);

(e) Exhibit E — Termination Provisions (termination for cause, termination for convenience, suspension of services, and wind-down procedures);

(f) Exhibit F — List of Subconsultants and Specialty Consultants;

(g) Exhibit G — Owner's Program and Design Requirements; and

(h) Exhibit H — Standard of Care and Limitation of Liability.

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.]

CONSENT AND AGREEMENT OF ARCHITECT
(Assignment of Plans and Specifications)
As of June 15, 2025
This CONSENT AND AGREEMENT OF ARCHITECT (this "Consent and Agreement") is made and entered into as of June 15, 2025 (the "Closing Date"), by and among:
(1) THORNFIELD WESCOTT ARCHITECTS, LLP, a New York limited liability partnership, with its principal offices at 520 Madison Avenue, 26th Floor, New York, New York 10022 (hereinafter referred to as the "Architect");
(2) HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, with an address c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604 (hereinafter referred to as the "Owner");
(3) IRONCLAD NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States, with an address at 277 Park Avenue, New York, New York 10172, in its capacity as senior lender and administrative agent (hereinafter referred to as the "Senior Lender" or "Agent"); and
(4) GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership, with an address at 9 West 57th Street, Suite 4200, New York, New York 10019 (hereinafter referred to as the "Mezzanine Lender" and, together with the Senior Lender, each a "Lender" and collectively, the "Lenders").
Architect, Owner, Senior Lender, and Mezzanine Lender are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. Owner and Architect are parties to that certain Architectural Services Agreement dated as of March 22, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Architectural Agreement"), a true, correct, and complete copy of which (together with all amendments, supplements, and change orders through the date hereof) is attached hereto as Exhibit A and incorporated herein by reference, pursuant to which Architect has agreed to perform architectural design and related professional services and to prepare and deliver plans, specifications, drawings, studies, reports, and related instruments of service (collectively, the "Plans and Specifications") in connection with the design and construction of a mixed-use transit-oriented development project located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City, County, and State of New York) (the "Project").
B. Senior Lender has agreed to make a senior mortgage loan to Owner in the original principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) (the "Senior Loan"), pursuant to that certain Senior Loan Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Senior Loan Agreement"), by and between Owner, as borrower, and Senior Lender, as lender and administrative agent. The Senior Loan is secured by, among other things, a mortgage and security interest encumbering the Project and Owner's interest therein.
C. Mezzanine Lender has agreed to make a mezzanine loan in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000.00) (the "Mezzanine Loan") to Hudson Yards West Mezzanine LLC, a Delaware limited liability company (the "Mezzanine Borrower"), pursuant to that certain Mezzanine Loan Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement"), by and between Mezzanine Borrower, as borrower, and Mezzanine Lender, as lender. The Mezzanine Loan is secured by, among other things, a pledge of the direct membership interests in Owner held by Mezzanine Borrower.
D. As a condition precedent to the making of the Senior Loan and the Mezzanine Loan, the Lenders have required that Owner collaterally assign to the Lenders all of Owner's right, title, and interest in, to, and under the Architectural Agreement and the Plans and Specifications, pursuant to that certain Collateral Assignment of Contracts dated as of the date hereof, executed and delivered by Owner in favor of the Lenders (the "Assignment"), and that Architect consent to such collateral assignment and agree to certain matters as more fully set forth herein.
E. Architect acknowledges that the Lenders are making the Senior Loan and the Mezzanine Loan in material reliance upon, among other things, this Consent and Agreement, and that the Lenders would not make the Senior Loan or the Mezzanine Loan absent the execution and delivery of this Consent and Agreement by Architect.
NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by this reference), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, and intending to be legally bound hereby, the Parties agree as follows:
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 Mezzanine Loan Agreement, as applicable, whether arising from a failure to pay, a breach of covenant, a breach of representation or warranty, a bankruptcy event, or otherwise.
"Instruments of Service" means all plans, specifications, drawings (including, without limitation, schematic design drawings, design development drawings, construction documents, shop drawings, coordination drawings, and detail drawings), models (including physical and digital models), renderings, studies, surveys, reports, design documents, construction documents, record drawings, as-built drawings, specifications manuals, and all other documents, data, work product, and instruments of service prepared by or on behalf of Architect (including by Architect's subconsultants, subcontractors, engineers, and other design professionals) in connection with or arising out of the Architectural Agreement, in whatever medium or format, including, without limitation, all digital and electronic formats such as Computer-Aided Design (CAD) files, Building Information Modeling (BIM) files, Autodesk Revit files, and any associated databases, libraries, families, templates, and linked reference files.
"Lender Parties" means, collectively, (a) the Lenders, (b) the respective successors and assigns of each Lender, (c) any participant in the Senior Loan or the Mezzanine Loan, to the extent of such participation, (d) any purchaser at a foreclosure sale (whether judicial or non-judicial) or any transferee under a deed in lieu of foreclosure, an assignment in lieu of foreclosure, or a UCC disposition sale, in each case with respect to the Project or any direct or indirect interest therein, and (e) any receiver, trustee, or other fiduciary appointed by a court of competent jurisdiction in connection with any enforcement of the Senior Loan or the Mezzanine Loan or the exercise of any rights or remedies by any Lender thereunder.
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 Specifications, and all Instruments of Service as security for Owner's obligations and the Mezzanine Borrower's obligations under the Senior Loan Agreement and the Mezzanine Loan Agreement, respectively.
(b) Architect hereby irrevocably and unconditionally consents to the collateral assignment by Owner to the Lenders of all of Owner's right, title, and interest in, to, and under the Architectural Agreement and the Plans and Specifications, including all Instruments of Service, as set forth in the Assignment. Such consent is given freely and voluntarily, without reservation or condition, and without requiring any further consent, approval, authorization, or action by Architect, whether now or at any time in the future. Architect agrees that no provision of the Architectural Agreement requiring Architect's consent to any assignment by Owner shall apply to or restrict the collateral assignment contemplated by the Assignment or the exercise by any Lender Party of its rights under the Assignment or this Consent and Agreement.
(c) Architect acknowledges and agrees that the collateral assignment effected by the Assignment does not relieve Owner of any of its obligations, duties, or liabilities under the Architectural Agreement, and Owner shall remain primarily liable for all of its obligations under the Architectural Agreement notwithstanding such collateral assignment. Nothing in this Consent and Agreement or the Assignment shall be construed to create a partnership, joint venture, or agency relationship between or among Architect, Owner, and any Lender Party.
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 perform all of its obligations under the Architectural Agreement for the benefit of such Lender Party as if such Lender Party were the "Owner" thereunder. Architect shall recognize such Lender Party as the successor to all of Owner's rights, interests, and obligations under the Architectural Agreement and shall be bound by the terms and conditions of the Architectural Agreement in the same manner and to the same extent as though the Architectural Agreement had been originally entered into directly between Architect and such Lender Party, subject in all cases to the terms of this Consent and Agreement.
(b) Recognition of Successor. From and after the delivery of a Step-In Notice, Architect shall (i) accept instructions and directions from the Lender Party delivering such Step-In Notice (or such Lender Party's designee) in the same manner as Architect would accept instructions and directions from Owner under the Architectural Agreement, (ii) render all services, provide all deliverables, and perform all obligations under the Architectural Agreement for the benefit of such Lender Party, and (iii) account to such Lender Party with respect to all matters arising under the Architectural Agreement. Owner hereby consents to the foregoing and agrees that Architect shall have no liability to Owner for complying with the directions of a Lender Party following delivery of a Step-In Notice.
(c) Restriction on Termination; Cure Rights. Architect shall not, without the prior written consent of the Lenders, terminate, cancel, or suspend performance (in whole or in part) under the Architectural Agreement by reason of any default or breach by Owner, unless and until Architect has satisfied each of the following conditions:
(i) Architect has first given each Lender at least thirty (30) days' prior written notice of such default or breach (a "Default Notice"), which Default Notice shall specify in reasonable detail the nature of the default or breach, the specific provision(s) of the Architectural Agreement that have been breached, and the cure, if any, required to remedy such default or breach; and
(ii) The applicable Lender Party has not, within such thirty (30)-day period (or such longer period as may be reasonably necessary to effect a cure, provided that such Lender Party has commenced cure within such thirty (30)-day period and is diligently and continuously pursuing the same to completion), cured such default or caused such default to be cured to the reasonable satisfaction of Architect. For purposes of this Section 3(c)(ii), the cure period for any monetary default shall not exceed thirty (30) days following receipt of the Default Notice, and the cure period for any non-monetary default shall not exceed ninety (90) days following receipt of the Default Notice, provided that if the nature of the non-monetary default is such that it cannot be cured within such ninety (90)-day period despite the exercise of diligent efforts, then such period shall be extended for such additional time as is reasonably necessary so long as the curing Lender Party is diligently and continuously pursuing a cure.
(d) No Obligation to Cure. Nothing in this Consent and Agreement shall be construed to obligate any Lender or any Lender Party to cure any default by Owner under the Architectural Agreement, to assume any obligation of Owner under the Architectural Agreement, or to deliver a Step-In Notice. The rights of the Lender Parties hereunder are permissive, not mandatory.
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 formats (whether now known or hereafter developed), solely in connection with the completion, renovation, alteration, expansion, repair, restoration, maintenance, leasing, marketing, financing, refinancing, securitization, sale, disposition, or operation of the Project, or any portion thereof. The License shall include the right of any Lender Party to permit any replacement architect, design professional, contractor, consultant, property manager, tenant, prospective purchaser, prospective lender, governmental authority, or other person or entity to use the Plans and Specifications and Instruments of Service in connection with any of the foregoing purposes. The License shall be personal to the Lender Parties and shall not be transferable or assignable except in connection with a transfer or assignment of a Lender's interest in the Senior Loan or the Mezzanine Loan or in connection with a transfer of the Project or any interest therein.
(b) Trigger Events. The License shall become exercisable upon the earliest to occur of: (i) the delivery of a Step-In Notice by any Lender Party; (ii) the rejection, disaffirmance, or repudiation of the Architectural Agreement in any bankruptcy, insolvency, reorganization, receivership, or similar proceeding involving Architect or Owner; or (iii) the termination, cancellation, or expiration of the Architectural Agreement for any reason whatsoever, whether by Owner, Architect, by mutual agreement, or by operation of law.
(c) Survival. The License shall survive and shall not be affected by any termination, cancellation, expiration, rejection, or disaffirmance of the Architectural Agreement or this Consent and Agreement, whether arising by reason of a default, a bankruptcy proceeding, the completion of the Project, or otherwise. The License is irrevocable and may not be terminated, revoked, or rescinded by Architect under any circumstances.
(d) Delivery of Plans and Specifications. Architect shall, promptly following any written request by any Lender Party (and in any event within ten (10) business days following receipt of such request), deliver to such Lender Party (or to such Lender Party's designee) complete and accurate copies of all Plans and Specifications and all other Instruments of Service then in Architect's possession, custody, or control, in both hard-copy format and electronic/digital format, including native CAD files, BIM files (in Industry Foundation Classes (IFC) format and in the native Autodesk Revit format), and any other proprietary or non-proprietary file formats in which such Plans and Specifications and Instruments of Service exist. Architect shall not destroy, discard, or delete any Plans and Specifications or Instruments of Service without the prior written consent of the Lenders so long as any indebtedness remains outstanding under the Senior Loan or the Mezzanine Loan.
(e) Limitation of Liability; Disclaimer. Any use by a Lender Party of the Plans and Specifications or Instruments of Service pursuant to the License shall be at such Lender Party's sole risk and expense. Architect makes no representation or warranty, express or implied, as to the suitability, fitness, adequacy, or completeness of the Plans and Specifications or Instruments of Service for any purpose beyond the original scope of the Architectural Agreement, including, without limitation, any modification, alteration, renovation, expansion, or adaptation of the Project not contemplated by the original scope of services described in the Architectural Agreement. Architect shall not be liable to any Lender Party for any claim, damage, loss, cost, or expense arising from or relating to any Lender Party's use, modification, or adaptation of the Plans and Specifications or Instruments of Service beyond the original scope of the Architectural Agreement, except to the extent that such claim, damage, loss, cost, or expense arises from Architect's negligence, willful misconduct, or material breach of its professional obligations under the Architectural Agreement with respect to the original Plans and Specifications as delivered.
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 specifically disclosed in writing to the Lenders prior to the date hereof and reflected in the copy of the Architectural Agreement attached hereto as Exhibit A. The Architectural Agreement, together with all such disclosed amendments and supplements, constitutes the entire agreement between Owner and Architect with respect to the architectural and design services for the Project, and there are no side letters, oral agreements, or other understandings between Owner and Architect relating to the subject matter thereof that are not reflected in the Architectural Agreement.
(b) No Prior Assignment or Encumbrance. Architect has not assigned, pledged, hypothecated, transferred, or otherwise encumbered any of its rights, interests, or obligations under the Architectural Agreement, and has not granted any license, sublicense, or other interest in or to the Plans and Specifications or Instruments of Service to any person or entity, in each case other than as contemplated by this Consent and Agreement and the Assignment.
(c) No Existing Defaults. To Architect's actual knowledge, as of the date hereof, no default or event of default exists under the Architectural Agreement on the part of either Owner or Architect, and no event has occurred or condition exists which, with the passage of time, the giving of notice, or both, would constitute a default or event of default under the Architectural Agreement on the part of either Owner or Architect.
(d) Payment Status. All fees, compensation, reimbursable expenses, and other amounts due and owing to Architect under the Architectural Agreement as of the date hereof have been paid in full. There are no outstanding retainage disputes, billing disputes, or claims for additional compensation between Architect and Owner. No amounts are currently past due from Owner to Architect under the Architectural Agreement.
(e) Licensing and Registration. Architect is a limited liability partnership duly organized, validly existing, and in good standing under the laws of the State of New York. Architect is duly licensed and registered to practice architecture in the State of New York and holds all permits, licenses, authorizations, certifications, and registrations required by applicable law in connection with its performance of the services contemplated by the Architectural Agreement. All such licenses, permits, authorizations, certifications, and registrations are in full force and effect, and no proceedings are pending or, to Architect's knowledge, threatened to revoke, suspend, limit, or materially modify any such license, permit, authorization, certification, or registration.
(f) Insurance. Architect currently maintains professional liability (errors and omissions) insurance in an amount not less than Ten Million and No/100 Dollars ($10,000,000.00) per occurrence and Twenty-Five Million and No/100 Dollars ($25,000,000.00) in the annual aggregate, with an insurance carrier rated not less than "A-" with a financial size category of not less than "VIII" by A.M. Best Company (or an equivalent rating by another nationally recognized insurance rating agency). Such professional liability insurance policy is currently in full force and effect, all premiums due thereunder have been paid, and no notice of cancellation, non-renewal, or material modification has been received by Architect. Architect has caused certificates of insurance evidencing such coverage to be delivered (or to be available for delivery) to the Lenders, and Architect shall cause each applicable Lender to be named as an additional insured on Architect's commercial general liability policy, to the extent such additional insured status is available under the terms of such policy. To the extent additional insured status is not available on the professional liability policy, Architect shall cause the insurer to issue certificates of insurance naming the Lenders as certificate holders and providing for not less than thirty (30) days' prior written notice to the Lenders of cancellation, material modification, or non-renewal.
(g) intellectual Property. The Plans and Specifications and all Instruments of Service prepared by Architect are original works of authorship of Architect (or, to the extent that portions thereof incorporate the work product of Architect's subconsultants, subcontractors, engineers, or other design professionals, Architect has obtained all rights, licenses, consents, and authorizations necessary to grant the rights and licenses contemplated by this Consent and Agreement with respect to such incorporated work product). To Architect's knowledge, the Plans and Specifications and Instruments of Service do not infringe upon any copyright, patent, trademark, trade secret, or other intellectual property right of any third party.
(h) Authority. Architect has full power and authority to execute, deliver, and perform its obligations under this Consent and Agreement. The execution, delivery, and performance by Architect of this Consent and Agreement have been duly authorized by all necessary partnership action on the part of Architect and do not and will not violate, conflict with, or result in a breach of any provision of Architect's partnership agreement or any contract, agreement, instrument, order, judgment, decree, statute, rule, or regulation to which Architect is a party or by which Architect or its properties may be bound. This Consent and Agreement constitutes the legal, valid, and binding obligation of Architect, enforceable against Architect in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.
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 any material provision of the Architectural Agreement, or enter into any agreement or understanding that would have the effect of amending, modifying, or supplementing any material provision of the Architectural Agreement;
(ii) terminate, cancel, rescind, or suspend (in whole or in part) the Architectural Agreement or any services being performed thereunder;
(iii) assign, pledge, transfer, delegate, subcontract, or otherwise dispose of any of Architect's rights, interests, or obligations under the Architectural Agreement, except for subconsulting arrangements entered into by Architect in the ordinary course of its practice that are expressly permitted under the Architectural Agreement; or
(iv) consent to any assignment by Owner of the Architectural Agreement, or any of Owner's rights or obligations thereunder, to any person or entity other than a Lender Party.
(b) Copies of Notices and Material Communications. Architect shall promptly (and in any event within five (5) business days of sending or receipt, as applicable) furnish to the Lenders copies of all notices, demands, claims, correspondence, and communications of a material nature sent or received by Architect under or in connection with the Architectural Agreement, including, without limitation, any notice of default, notice of termination, notice of suspension, claim for additional compensation, notice of dispute, or notice of force majeure.
(c) Insurance. Architect shall maintain in effect at all times during the term of the Architectural Agreement and for a period of not less than three (3) years following the completion of all services under the Architectural Agreement (or such longer period as may be required by the Architectural Agreement or by the Lenders) all professional liability insurance, commercial general liability insurance, workers' compensation insurance, and any other insurance coverages required by the Architectural Agreement and as specified in Section 5(f) hereof, in amounts and with carriers satisfying the requirements of Section 5(f). Architect shall:
(i) deliver to the Lenders certificates of insurance evidencing such coverages promptly upon request and upon each renewal thereof;
(ii) cause the Lenders to be named as additional insureds on Architect's commercial general liability policy (to the extent available under the terms of such policy) and as certificate holders on all applicable policies;
(iii) cause the applicable insurer(s) to provide not less than thirty (30) days' prior written notice to the Lenders of any cancellation, material modification, or non-renewal of any such insurance policy (or ten (10) days' prior written notice in the case of cancellation for non-payment of premiums); and
(iv) not permit any such insurance policy to lapse, expire, or be cancelled without the prior written consent of the Lenders and without having first obtained replacement coverage meeting the requirements set forth herein.
(d) Cooperation. Architect shall cooperate fully and in good faith with any and all Lender Parties and any replacement architect, design professional, engineer, consultant, or contractor designated by any Lender Party in connection with the completion, renovation, alteration, repair, maintenance, or operation of the Project. Without limiting the generality of the foregoing, such cooperation shall include: providing reasonable access to all project files, records, correspondence, meeting minutes, submittals, requests for information (RFIs), field reports, inspection reports, and all Instruments of Service; responding to reasonable inquiries from any Lender Party or replacement design professional; and participating in transition meetings and design review sessions as reasonably requested.
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 property on which the Project is situated, or any interest therein (including, without limitation, the leasehold interest of Owner under that certain Ground Lease recorded at the Office of the City Register of the City of New York, New York County, under CRFN 2020000198762, as the same may have been amended, restated, supplemented, or otherwise modified), to the liens, mortgages, security interests, and other encumbrances of the Lenders securing the Senior Loan and the Mezzanine Loan, respectively, including any future advances made thereunder. Any lien, claim of lien, or right to file a mechanic's lien of Architect shall at all times be subordinate, junior, and inferior in priority to the liens and security interests of the Lenders, regardless of the respective dates of filing, recording, or creation of such liens.
(b) Waiver of Retaining and Charging Liens. Architect hereby waives, releases, and relinquishes any right to assert a retaining lien, charging lien, possessory lien, or any similar lien or claim of right against the Plans and Specifications, Instruments of Service, or any other documents, data, or work product prepared by or on behalf of Architect in connection with the Architectural Agreement, as against any Lender Party. Architect shall not withhold, refuse to deliver, or assert any lien upon or claim of right to retain possession of the Plans and Specifications or any Instruments of Service as against any Lender Party, regardless of any dispute between Architect and Owner regarding payment or any other matter under the Architectural Agreement.
(c) Further Assurances. Architect agrees to execute, acknowledge, and deliver such further instruments and documents, and to take such further actions, as may be reasonably requested by any Lender Party in order to carry out and effectuate the intent and purposes of this Section 7, including, without limitation, any subordination agreements, lien waiver forms, or estoppel certificates as may be required by the Lenders or their respective counsel.
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 obligations under the Architectural Agreement (such assumption, a "Written Assumption"). The execution and delivery of a Step-In Notice shall not, by itself, constitute an assumption of Owner's obligations or create any payment obligation on the part of the Lender Party delivering such Step-In Notice unless accompanied by or followed by a Written Assumption.
(b) Liability Upon Assumption. Upon delivery of a Step-In Notice and a Written Assumption by a Lender Party, the assuming Lender Party shall be responsible for the payment of all fees, compensation, reimbursable expenses, and other amounts accruing under the Architectural Agreement from and after the date of such Written Assumption, in accordance with the terms and conditions of the Architectural Agreement. The assuming Lender Party shall not be liable for, and Architect hereby releases the assuming Lender Party from, any fees, compensation, reimbursable expenses, or other amounts that accrued or became due and payable under the Architectural Agreement prior to the date of such Written Assumption, all of which amounts shall remain solely the obligation of Owner. Nothing in this Section 8(b) shall be construed to release or discharge Owner from any obligation to pay amounts that accrued prior to the date of such Written Assumption.
(c) Exercise of License Without Assumption. If a Lender Party exercises the License set forth in Section 4 hereof but does not deliver a Step-In Notice and a Written Assumption with respect to the Architectural Agreement, such exercise of the License shall not create any obligation on the part of such Lender Party to compensate Architect beyond any amounts, if any, that have already been paid or that are otherwise payable by Owner under the Architectural Agreement. The License granted in Section 4 is fully paid-up and royalty-free, and no additional consideration shall be due to Architect by reason of the exercise of such License.
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 assume or to cause the assumption of the Architectural Agreement pursuant to Section 365 of Title 11 of the United States Code (11 U.S.C. § 365) or any analogous or successor provision of federal or state law. Architect acknowledges that the Lender Parties have a sufficient interest in the Architectural Agreement, by reason of the Assignment and this Consent and Agreement, to support such standing.
(b) Consent and Non-Opposition. Architect hereby consents to any such assumption of the Architectural Agreement by a Lender Party in connection with a Bankruptcy Proceeding and agrees that it will not oppose, object to, or otherwise impede any motion, application, or request filed by any Lender Party seeking authority to assume or to cause the assumption of the Architectural Agreement in any Bankruptcy Proceeding. Architect further agrees to cooperate with any Lender Party in connection with any such assumption, including by executing and delivering such documents and instruments as may be reasonably necessary to effectuate such assumption.
(c) Survival of License. The License granted in Section 4 hereof shall not be affected by, and shall survive, any Bankruptcy Proceeding involving Architect, Owner, Mezzanine Borrower, or any other person or entity. Without limiting the generality of the foregoing, in the event that the Architectural Agreement is rejected, disaffirmed, or otherwise terminated in connection with any Bankruptcy Proceeding, the License shall remain in full force and effect and shall be fully exercisable by each Lender Party in accordance with the terms of Section 4.
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 nationally recognized overnight courier service (with all charges prepaid or billed to the account of the sender); (iii) upon confirmed transmission, if transmitted by email (provided that a confirming copy is sent by overnight courier within one (1) business day thereafter); or (iv) on the third (3rd) business day following deposit in the United States mail, certified mail, return receipt requested, postage prepaid.
(b) Notices shall be addressed as follows:
If to Architect:
Thornfield Wescott Architects, LLP 520 Madison Avenue, 26th Floor New York, New York 10022
Attn: Jonathan C. Wescott, AIA, Managing Partner
Email: jwescott@thornfieldwescott.com
If to Owner:
Hudson Yards West Mortgage LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attn: Marcus Jennings, VP, Real Estate Development
Email: mjennings@metrotransitdev.com
with a copy to:
Lydia Okafor, General Counsel Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Email: lokafor@metrotransitdev.com
and with a copy to:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006
Attn: Douglas Fairchild, Esq.
Email: dfairchild@calderwoodharkness.com
If to Senior Lender / Agent:
Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172
Attn: Kenneth Pryor, Managing Director, RE Finance
Email: kenneth.pryor@ironclad.com
with a copy to:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022
Attn: Harrison Whitmore, Esq.
Email: hwhitmore@clearfieldlaw.com
If to Mezzanine Lender:
Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019
Attn: Diane Castellano, Managing Partner
Email: dcastellano@granitepeakcap.com
with a copy to:
Voss Richter & Baines LLP 1251 Avenue of the Americas, 34th Floor New York, New York 10020
Attn: Natasha Ivanovic, Esq.
Email: nivanovic@vossrichter.com
(c) Any Party may change its address or other contact information for Notices by giving written notice of such change to the other Parties in accordance with the provisions of this Section 10. Notices to counsel shall be for informational purposes only and shall not constitute notice to the represented Party.
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, modified, supplemented, restated, or terminated without the prior written consent of the Lenders. Notwithstanding the foregoing, the Lenders' consent to amendments of the Architectural Agreement that are not material in nature shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 11(b), an amendment shall be deemed "material" if it involves: (i) a change in the scope of services that would materially affect the design, cost, or schedule of the Project; (ii) an increase in the total compensation payable under the Architectural Agreement in excess of five percent (5%); (iii) a change in the identity of the lead design principal or the project manager assigned to the Project; (iv) a modification of the insurance requirements; (v) a modification or waiver of the standard of care; or (vi) any modification of the termination provisions, assignment provisions, or intellectual property provisions of the Architectural Agreement.
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 obligations under this Consent and Agreement (in whole or in part) in connection with any permitted assignment, sale, participation, syndication, or transfer of the Senior Loan or the Mezzanine Loan, respectively, or any interest therein. Any such assignee or transferee shall be entitled to the full benefits of this Consent and Agreement as a Lender Party, and shall have the right to enforce this Consent and Agreement directly against Architect as if such assignee or transferee were an original party hereto.
(c) Architect may not assign, transfer, delegate, or otherwise dispose of any of its rights, interests, or obligations under this Consent and Agreement without the prior written consent of the Lenders, and any purported assignment, transfer, delegation, or disposition in violation of this Section 12(c) shall be null, void, and of no force or effect.
(d) Owner may not assign its rights or obligations under this Consent and Agreement without the prior written consent of the Lenders, except in connection with an assignment of the Architectural Agreement that has been approved by the Lenders in writing.
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 other than the State of New York.
(b) Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the County of New York (Borough of Manhattan), and (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action, or proceeding arising out of or relating to this Consent and Agreement or the transactions contemplated hereby. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue in any such court, and hereby irrevocably and unconditionally waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process may be made upon it in the manner set forth for Notices in Section 10 hereof, or in any other manner permitted by applicable law.
(c) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT AND AGREEMENT, THE ARCHITECTURAL AGREEMENT, THE ASSIGNMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS CONSENT AND AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(c).
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 beneficiary of this Consent and Agreement and shall have the right to enforce this Consent and Agreement directly against Architect to the same extent as if such Lender Party were a signatory hereto. Except for the Lender Parties, no other person or entity shall be deemed to be a third-party beneficiary of this Consent and Agreement or shall have any right to enforce any provision hereof.
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 any other electronic means intended to preserve the original graphic and pictorial appearance of a signature shall be treated in all respects as having the same effect as an original, manually executed signature. The Parties agree that this Consent and Agreement may be executed using electronic signature platforms (such as DocuSign or Ashford Health IT), and that electronic signatures so executed shall have the same legal effect, validity, and enforceability as manually executed ink signatures, to the fullest extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001–7006), the New York Electronic Signatures and Records Act (N.Y. State Tech. Law §§ 301–309), and any other applicable state or federal law governing electronic signatures and records.
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 of law that renders any provision of this Consent and Agreement invalid, illegal, or unenforceable in any respect. If any provision of this Consent and Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
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 written or oral, among the Parties with respect to such subject matter. No Party has relied upon any representation, warranty, or agreement not expressly set forth in this Consent and Agreement, the Architectural Agreement, or the Assignment.
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 extent that specific provisions of this Consent and Agreement expressly modify or supersede such terms. For the avoidance of doubt, nothing in this Consent and Agreement shall be construed to diminish, limit, or impair the rights of the Lender Parties under the Assignment.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGES TO CONSENT AND AGREEMENT OF ARCHITECT (Assignment of Plans and Specifications)
IN WITNESS WHEREOF, the Parties have caused this Consent and Agreement to be duly executed as of the date first written above.
ARCHITECT:
THORNFIELD WESCOTT ARCHITECTS, LLP, a New York limited liability partnership
By: ________
Name: Jonathan C. Wescott, AIA
Title: Managing Partner
Date: ________
OWNER:
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company
By: ________
Name: Marcus Jennings
Title: Authorized Signatory
Date: ________
ACKNOWLEDGED AND AGREED:
SENIOR LENDER / AGENT:
IRONCLAD NATIONAL BANK, N.A., a national banking association
By: ________
Name: Kenneth Pryor
Title: Managing Director, RE Finance
Date: ________
MEZZANINE LENDER:
GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership
By: Granite Peak Capital GP, LLC, its general partner
By: ________
Name: Diane Castellano
Title: Managing Partner
Date: ________
NOTARIZATION — ARCHITECT
STATE OF NEW YORK COUNTY OF NEW YORK
On the _ day of ___, 2025, before me, the undersigned, personally appeared Jonathan C. Wescott, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Managing Partner of THORNFIELD WESCOTT ARCHITECTS, LLP, a New York limited liability partnership, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York Print Name: ______ Commission Expires: ____ Notary Registration No.: ____
NOTARIZATION — OWNER
STATE OF ILLINOIS COUNTY OF COOK
On the _ day of ___, 2025, before me, the undersigned, personally appeared Marcus Jennings, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Authorized Signatory of HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of Illinois Print Name: ______ Commission Expires: ____ Notary Registration No.: ____
NOTARIZATION — SENIOR LENDER / AGENT
STATE OF NEW YORK COUNTY OF NEW YORK
On the _ day of ___, 2025, before me, the undersigned, personally appeared Kenneth Pryor, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Managing Director, RE Finance of IRONCLAD NATIONAL BANK, N.A., a national banking association, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York Print Name: ______ Commission Expires: ____ Notary Registration No.: ____
NOTARIZATION — MEZZANINE LENDER
STATE OF NEW YORK COUNTY OF NEW YORK
On the _ day of ___, 2025, before me, the undersigned, personally appeared Diane Castellano, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her capacity as Managing Partner of GRANITE PEAK CAPITAL GP, LLC, the general partner of GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership, and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York Print Name: ______ Commission Expires: ____ Notary Registration No.: ____
EXHIBIT A
ARCHITECTURAL SERVICES AGREEMENT
(including all amendments, supplements, and change orders as of the date hereof)
Attached hereto and made a part of this Consent and Agreement is a true, correct, and complete copy of the Architectural Services Agreement dated as of March 22, 2024, by and between Hudson Yards West Mortgage LLC, as Owner, and Thornfield Wescott Architects, LLP, as Architect, together with all amendments, supplements, change orders, and other modifications thereto through the Closing Date, including, without limitation:
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 reimbursable expenses);
(c) Exhibit C — Project Milestone Schedule (including design phase milestones, submission deadlines, and construction administration milestones);
(d) Exhibit D — Insurance Requirements (professional liability, commercial general liability, workers' compensation, and automobile liability coverage minimums);
(e) Exhibit E — Termination Provisions (termination for cause, termination for convenience, suspension of services, and wind-down procedures);
(f) Exhibit F — List of Subconsultants and Specialty Consultants;
(g) Exhibit G — Owner's Program and Design Requirements; and
(h) Exhibit H — Standard of Care and Limitation of Liability.
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.]

CONSENT AND AGREEMENT OF ARCHITECT

RECITALS

ARCHITECT:

ACKNOWLEDGED AND AGREED:

SENIOR LENDER / AGENT:

MEZZANINE LENDER:

STATE OF NEW YORK COUNTY OF NEW YORK

STATE OF ILLINOIS COUNTY OF COOK

STATE OF NEW YORK COUNTY OF NEW YORK

STATE OF NEW YORK COUNTY OF NEW YORK

EXHIBIT A

ARCHITECTURAL SERVICES AGREEMENT

Record

Parties

Dates

Amounts