Common use of Leases of the Property Clause in Contracts

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords under any leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all or any part of the Property, and all non-residential leases hereafter entered into will be subject to Ocwen's prior written approval, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen Affiliates, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Ocwen thereof and of the amount of said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction.

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords under any leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all or any part of the Property, and all non-residential leases hereafter entered into will be subject to Ocwen's prior written approval, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesOcwen, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen AffiliatesOcwen. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Ocwen thereof and of the amount of said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction.

Leases of the Property. As used in this paragraph 13, the word “lease” shall mean “sublease” if the Instrument encumbers a leasehold interest. Borrower shall comply with and observe Borrower's ’s obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property except with the prior written approval of Lender. Borrower, at Lender’s request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this the Instrument; that the tenant attorns will, upon request, attorn to Ocwen Lender or any purchaser of the Ocwen Affiliates, such attornment to be effective upon Ocwen's Property at foreclosure or the Ocwen Affiliates' acquisition following issuance of title to the Propertya deed-in-lieu of foreclosure; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request, and that Lender may, at Lender’s option, accept or reject such attornments; that the leases shall not be modified without Lender’s prior written approval; that the tenant shall pay rent to Lender after notification of a Default hereunder; and that Lender, or its successors in the attornment event of a foreclosure or deed-in-lieu of foreclosure of the tenant interest secured by the Instrument, shall not be terminated by foreclosure. In addition, all lessees liable for (other than lessees under residential leasesi) of all any default existing prior to the date upon which Lender or any part of such successor obtains title to the Property shall execute a SubordinationProperty, Attornment and Non-Disturbance and Estoppel Certificate (ii) rents paid more than one month in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrenderedadvance, or terminated in the ordinary course of Borrower's business, (iii) any offsets or defenses against any prior landlord. Borrower shall not, without Ocwen's Lender’s written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, lease without Lender’s written consent or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this the Instrument. If Borrower becomes aware that any my tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-set- off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Notwithstanding the general assignment of all leases hereunder, upon written request of Lender, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extend or terminate such existing leases and to execute new leases, in Lender’s sole discretion.

Leases of the Property. Borrower As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Grantor shall comply with and observe BorrowerGrantor's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower Except as provided in the Master Agreement, Grantor will not lease any portion of the Property for non-residential use except with the prior written approval of Lender. Grantor, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made entered into after the date hereof (including, without limitation, any renewals, extensions, or modifications of existing leases) shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower Grantor shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower Grantor becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower Grantor shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Grantor shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property.

Leases of the Property. As used in this paragraph 13, the word "lease" shall mean "sublease" if the Instrument encumbers a leasehold interest. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property except with the prior written approval of Lender. Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this the Instrument; that the tenant attorns will, upon request, attorn to Ocwen Lender or any purchaser of the Ocwen Affiliates, such attornment to be effective upon Ocwen's Property at foreclosure or the Ocwen Affiliates' acquisition following issuance of title to the Propertya deed-in-lieu of foreclosure; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request, and that Lender may, at Lender's option, accept or reject such attornments; that the leases shall not be modified without Lender's prior written approval; that the tenant shall pay rent to Lender after notification of a Default hereunder; and that Lender, or its successors in the attornment event of a foreclosure or deed-in-lieu of foreclosure of the tenant interest secured by the Instrument, shall not be terminated by foreclosure. In addition, all lessees liable for (other than lessees under residential leasesi) of all any default existing prior to the date upon which Lender or any part of such successor obtains title to the Property shall execute a SubordinationProperty, Attornment and Non-Disturbance and Estoppel Certificate (ii) rents paid more than one month in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrenderedadvance, or terminated in the ordinary course of Borrower's business, (iii) any offsets or defenses against any prior landlord. Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this the Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Notwithstanding the general assignment of all leases hereunder, upon written request of Lender, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extend or terminate such existing leases and to execute new leases, in Lender's sole discretion.

Leases of the Property. Borrower shall comply with and observe Borrower's ’s obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Mortgagee. Borrower shall provide copies of pay all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request thereforeattorney’s fees incurred by Mortgage in reviewing any Lease or proposed Lease. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns attars to Ocwen or the Ocwen AffiliatesMortgagee, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' Mortgagee’s acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Mortgagee may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Mortgagee may, at Mortgagee’s option, accept or reject such attornments (except as to third-party credit tenants unrelated to Borrower, as to which Mortgagee shall grant a non-disturbance provision). In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's Mortgagee’s written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Mortgagee thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off or deduction. Upon Mortgagee’s receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, Mortgagee shall have the immediate right, but no the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as Mortgagee may deem necessary to cure the default of violation by Borrower under the Leases. The costs incurred by Mortgagee in taking any such actions pursuant to this paragraph shall assure that rents thereafter due become part of the Indebtedness, shall continue to bear interest at the rate provided in the Note, and shall be payable without set-off by Borrower to Mortgagee on demand. Mortgagee shall have no liability to Borrower or deductionto any third party for any actions taken by Mortgagee or not taken pursuant to this paragraph.

Leases of the Property. Borrower shall comply with and observe ---------------------- Borrower's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof METLIFE. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this InstrumentMortgage; that the tenant attorns to Ocwen or the Ocwen AffiliatesMETLIFE, such attornment to be effective upon OcwenMETLIFE's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates METLIFE may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that METLIFE may, at METLIFE's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenMETLIFE's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this InstrumentMortgage. If Borrower Xxxxxxxx becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen METLIFE thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to METLIFE on demand. METLIFE shall have no liability to Borrower or to any third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. Borrower shall comply with and observe Borrower's ’s obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Bank. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesBank, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' Bank’s acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Bank may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Bank may, at Bank’s option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's Bank’s written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) immediately notify Ocwen Bank thereof in writing and of the amount of said set-offs, setoffs and (c) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Bank’s receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, Bank shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as Bank may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Bank in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the highest rate provided in the Notes and shall be payable by Borrower to Bank on demand. Bank shall have no liability to Borrower or to any third party for any actions taken by Bank or not taken pursuant to this paragraph.

Leases of the Property. As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property for non-residential use except with the prior written approval of Lender. Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option. In addition, all lessees (other than lessees under residential leases) of all accept or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliatesreject such attornments. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extend or terminate such existing leases and to execute new leases, in Lender's sole discrection.

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all or any part of the Property, and all non-residential leases All Leases hereafter entered into will be in form and substance subject to Ocwen's prior written approvalthe approval of Lender, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof hereafter entered into shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Lender thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lenders receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, Lender shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as Lender may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Lender in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to Lender on demand. Lender shall have no liability to Borrower or to any third party for any actions taken by Lender or not taken pursuant to this paragraph.

Leases of the Property. (a) No Borrower shall comply with and observe Borrower's obligations as landlords under any leases of the Property will lease or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of license all or any part portion of a Mortgaged Property without in each case the prior written consent of the Property, and all non-residential leases hereafter entered into will be subject Agent not to Ocwen's prior written approval, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen Affiliates, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, executeconditioned or delayed, modifyprovided, surrender however, that without the prior written consent of Agent, the applicable Borrower may enter into a new Lease, provided that such Lease satisfies the following requirements: (i) the applicable Borrower is the sole lessor or terminatelicensor under such agreement and any agreements relating thereto; (ii) such Lease is unconditionally assignable by the applicable Borrower (including by collateral assignment), either orally (iii) with respect to any new “retail” Lease, such Lease is subordinate to the Agent’s lien (upon the terms and conditions set forth in the standard form of occupancy agreement or pursuant to subordination conditions contained in writingthe applicable Lease or a separate subordination agreement reasonably acceptable to Agent), (iv) with respect to any lease hereafter new “retail” Lease, is executed on the standard form of Master Space Agreement and Addendum to Master Space Agreement Additional Terms and Conditions for Colocation and Internet Access attached hereto and made a part hereof as Exhibit D on market terms, with only such changes thereto that are consistent with sound leasing and management practices for similar properties (it being acknowledged by Borrowers that the provisions of all subparts (a)(i), (ii) and (iii) above in this §7.13 or any part the provisions of sections 10.5, 10.19 and 10.20 of the Propertyform of Master Space Agreement and Addendum may not be changed without Agent’s prior written consent; and (v) with respect to any new “wholesale” Lease, permit such Lease is entered into upon market terms with customary lender protections, including an assignment or sublease agreement of the tenant to subordinate and attorn to Agent. In connection with any such Lease requiring the approval of Agent, the Borrowers will give notice to the Agent of any such proposed new Lease of any Mortgaged Property and shall provide to the Agent a copy of such a leaseproposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant or request or consent to the subordination of licensee and any lease of all or any part guarantor of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Ocwen thereof proposed Lease and of the amount of said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure information that rents thereafter due shall continue to be payable without set-off or deductionthe Agent may reasonably request.

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property for non-residential use except with the prior written approval of Lender. Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. SEE SPECIAL RIDER ATTACHED HERETO. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extend or terminate such existing leases and to execute new leases, in Lender's sole discretion.

Leases of the Property. Borrower shall comply with and observe Borrower's material obligations as landlords landlord prior to the expiration of any applicable period of grace contained therein under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all (As used in this Instrument an obligation is "material" if the failure to perform it would give the tenant a right to withhold or any part of the Property, and all non-residential leases xxxxx rent or to terminate its Lease.) All Leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof METLIFE. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesMETLIFE, such attornment to be effective upon OcwenMETLIFE's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates METLIFE may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenMETLIFE's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, rent Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen METLIFE thereof in writing and of the amount of said set-offsoff's, and (ciii) within ten 10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction, subject to Borrower's right to contest any such deduction or set-off by appropriate proceedings. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to METLIFE on demand. METLIFE shall have no liability to Borrower or to any third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. As used in this Section 14, the word "Lease" shall include subleases if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees For any Lease approved by Lender (other than lessees a lease between Borrower and Hancock), Lender will agree to not disturb the tenant upon an Exxxx xx Default hereunder if the tenant is meeting its obligations under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliatessuch Lease. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Lender thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, Lender shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as Lender may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Lender in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Loan Agreements, and shall be payable by Borrower to Lender on demand. Lender shall have no liability to Borrower or to any third party for any actions taken by Lender or not taken pursuant to this paragraph.

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower shall furnish Ocwen Bank with executed copies of all non-residential leases hereafter now existing or in the future made of all or any part of the Property, and all non-residential leases hereafter now or in the future entered into will be in form and substance subject to Ocwen's the prior written approval, which approval shall not be unreasonably withheldof Bank. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this InstrumentTrust Deed; that the tenant attorns to Ocwen or the Ocwen AffiliatesBank, such attornment to be effective upon OcwenBank's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Bank may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; that the tenant agrees to execute such estoppel certificates in form and substance satisfactory to Bank; and that Bank, at Bank's option, may accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenWithout Bank's written consent, which consent Borrower shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this InstrumentTrust Deed. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to set-off of setoff against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off setoff against rent, (bii) notify Ocwen Bank thereof and of the amount of said set-offssetoffs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off setoff or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off setoff or deduction.

Leases of the Property. Borrower As used in this PARAGRAPH 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Trustor shall comply with and observe BorrowerTrustor's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower Except as provided in the Credit Agreement, Trustor will not, without in each instance obtaining the prior written approval of Beneficiary, which consent shall not be unreasonably withheld, but may be conditioned on the delivery by Trustor of a further assignment of rents and leases in recordable form, enter into any Lease. The request for approval of any proposed lease shall be made to Beneficiary in writing and Trustor shall furnish Ocwen to Beneficiary: (i) such biographical and financial information about the proposed tenant as Beneficiary may reasonably require in conjunction with its review, (ii) a copy of the proposed form of lease, and (iii) a summary of the material terms of such proposed lease (including, without limitation, rental terms and the term of the proposed lease and any options). Trustor, at Beneficiary's request, shall furnish Beneficiary with executed copies of all non-residential leases hereafter made of all or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approvalthe approval of Beneficiary, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof (or a separate agreement in recordable form and substance satisfactory to Beneficiary) shall specifically provide that such leases are subordinate to this Instrument; that the tenant thereunder attorns to Ocwen or the Ocwen AffiliatesBeneficiary, such attornment to be effective upon OcwenBeneficiary's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of subordination and/or attornment as Ocwen or the Ocwen Affiliates Beneficiary may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition; that in no event shall Beneficiary, all lessees (other than lessees under residential leases) as holder of all this Instrument or as successor landlord, be liable to the tenant for any act or omission of any prior landlord or for any liability or obligation of any prior landlord occurring prior to the date that Beneficiary or any subsequent owner acquire title to the Property; and that Beneficiary will not disturb the tenant's quiet enjoyment of the Property unless an event of default on the part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Ocwen thereof and of the amount of said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deductionoccurs.

Leases of the Property. Borrower shall comply with and observe Borrower's ’s obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of pay all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request thereforeattorneys’ fees incurred by Lender in reviewing any Lease or proposed Lease. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' Lender’s acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender’s option, accept or reject such attornments (except as to third-party credit tenants unrelated to Borrower, as to which Lender shall grant a non-disturbance provision). In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's Lender’s written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Lender thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents Rents thereafter due shall continue to be payable without set-off or deduction.or

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the pre-approval shall not be unreasonably withheldof Lender as to the creditworthiness of the proposed tenant and the term of the lease. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Lender thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, Lender shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as Lender may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Lender in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to Lender on demand. Lender shall have no liability to Borrower or to any third party for any actions taken by Lender or not taken pursuant to this paragraph.

Leases of the Property. Borrower Mortgagor shall comply with and observe Borrower's Mortgagor’s obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Overland Park, Kansas Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval of Mortgagee. Mortgagor shall not be unreasonably withheldpay all reasonable attorneys’ fees incurred by Mortgagee in reviewing any Lease or proposed Lease. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesMortgagee, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' Mortgagee’s acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Mortgagee may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Mortgagee may, at Mortgagee’s option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower Mortgagor shall not, without Ocwen's Mortgagee’s prior written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower Mortgagor becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower Mortgagor shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Mortgagee thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Mortgagee’s receipt of notice of the occurrence of any default or violation by Mortgagor of any of its obligations under the Leases, Mortgagee shall have the immediate right, but not the duty or obligation, without prior written notice to Mortgagor or to any third party, to enter upon the Property and to take such actions as Mortgagee may deem necessary to cure the default or violation by Mortgagor under the Leases. The costs incurred by Mortgagee in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the Post-Default Rate, and shall be payable by Mortgagor to Mortgagee on demand. Mortgagee shall have no liability to Mortgagor or to any third party for any actions taken by Mortgagee or not taken pursuant to this paragraph.

Leases of the Property. As of the date hereof, there are no Leases (as hereinafter defined) affecting the Property; however, if there shall be, in the future, Borrower shall comply with and observe Borrower's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all or any part of the Property, and all non-residential leases All Leases hereafter entered into will be in form and substance subject to Ocwen's prior written approvalthe approval of METLIFE, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesMETLIFE, such attornment to be effective upon OcwenMETLIFE's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates METLIFE may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that METLIFE may, at METLIFE's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenMETLIFE's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen METLIFE thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to METLIFE on demand. METLIFE shall have no liability to Borrower or to any third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property for non-residential use except with the prior written approval of Lender. Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes Borrowerbecomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off of against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extend or terminate such existing leases and to execute new leases, in Lender's sole discretion.

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords under not, without the prior written consent of Lender, which shall not be unreasonably withheld, delayed or denied (i) enter into any leases new Lease of all or any part of the Property other than in the ordinary course of operating Xxxxxxxx’s business at the Property; (ii) modify any of the Leases other than in the ordinary course of operating Borrower’s business at the Property; (iii) terminate the term or accept the surrender of any part thereofof the Leases; (iv) waive or release the Tenant from the performance or observation by the Tenant of any obligation or condition of any of the Leases; (v) give any consent to any assignment by the Tenant under any of the Leases; (vi) agree to subordinate any of the Leases to any mortgage or other encumbrance other than in favor of the Bank; or (viii) modify the terms of any guaranty of any of the Leases, or terminate any such guaranty. Borrower Each lease on any portion of the Property shall be absolutely subordinate to the lien of this Mortgage, and shall contain a provision reasonably satisfactory to the Lender that in the event of the exercise of the power of sale or a foreclosure hereunder, such lease, at the option of the purchase at such sale, shall not be terminated and the tenant thereunder shall attorn to such purchaser, and if requested to do so, shall enter into a new lease for the balance of the term of such lease then remaining upon the same terms and conditions. Xxxxxxxx, at Xxxxxx's written request, shall furnish Ocwen Lender with executed copies of all non-residential leases Leases hereafter made of all or any part of the Property, and all non-residential leases Leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approvalthe approval of Lender, which approval shall not be unreasonably withheld, delayed or denied. Borrower Upon Xxxxxx's request, Xxxxxxxx shall provide copies make a separate and distinct assignment to Lender, as additional security, of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen Affiliates, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease Leases hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Ocwen thereof and of the amount of said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction.

Leases of the Property. As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property for non-residential use except with the prior written approval of Lender. Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of or all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or of sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (a1) take such steps as shall be reasonably calculated to prevent the accrual of any right to a of set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to Lender, by written Instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extend or terminate such existing leases and to execute new leases, in Lender's sole discretion.

Leases of the Property. Neither Borrower nor any Guarantor will (and shall comply with and observe Borrower's obligations as landlords under not permit any leases Manager to) without the prior written consent of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all or any part of the PropertyAgent, and all non-residential leases hereafter entered into will be subject such approval to Ocwen's prior written approval, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty , (30i) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen Affiliates, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees enter into a Lease (other than lessees under residential leasesincluding any Operating Lease) of all or any part portion of a Borrowing Base Property, (ii) amend, supplement or otherwise modify any Lease, (iii) terminate or cancel, or accept the Property shall execute surrender of, any Lease, (iv) consent to the assignment or subletting of, any Lease, or (v) grant any concessions to or waive the performance of any material obligations of any tenant, lessee or licensee under, any now existing or future Lease. Agent may condition to the approval of any Operating Lease on the TRS Lessee becoming a SubordinationGuarantor and satisfying the requirements in §5.4 and by becoming a party to such Security Documents and such other documents, Attornment opinions and Non-Disturbance certificates as Agent may require. Notwithstanding the foregoing, the Borrower, Guarantor and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for Operator may enter into residential leases amendedor other occupancy agreements for individual natural persons for ALFs, modified, executed, surrendered, or terminated ILFs and CCRCs customary for such facilities in the ordinary course of Borrower's business. Borrower and Guarantor shall (and shall cause each Operator to) perform all of their material covenants and agreements to be performed under such residential leases and occupancy agreements. Borrower and each Guarantor shall, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or (w) promptly perform and/or observe in writing, any lease hereafter made of all or any part material respects all of the Propertycovenants and agreements required to be performed and observed by it under each Lease to which it is a party, permit an assignment or sublease and do all things necessary to preserve and to keep unimpaired its rights thereunder, (x) promptly notify Agent in writing of such a lease, or request or consent to the subordination giving of any lease notice of all any default by any party under any Lease, (y) notify the Agent within five (5) Business Days after the occurrence of any failure by a tenant under a Lease to pay rent or any part other monetary obligation within five (5) Business Days of the Property date when due or to perform any other material covenant (without regard to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, notice and cure or is doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Ocwen thereof and of the amount of said set-offsgrace period), and (cz) within ten days after such accrual, reimburse promptly enforce the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off performance and as shall assure that rents thereafter due shall continue observance of all of the material covenants and agreements required to be payable without set-off or deductionperformed and/or observed by the other party under each Lease to which it is a party in a commercially reasonable manner.

Leases of the Property. Borrower shall comply with and observe Borrower's ’s obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Mortgagee. Borrower shall provide copies of pay all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request thereforeattorneys’ fees incurred by Mortgagee in reviewing any Lease or proposed Lease. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesMortgagee, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' Mortgagee’s acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Mortgagee may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Mortgagee may, at Mortgagee’s option, accept or reject such attornments (except as to third-party credit tenants unrelated to Borrower, as to which Mortgagee shall grant a non-disturbance provision). In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's Mortgagee’s written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Mortgagee thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents Rents thereafter due shall continue to be payable without set-off or deduction. Upon Mortgagee’s receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, Mortgagee shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as Mortgagee may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Mortgagee in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to Mortgagee on demand. Mortgagee shall have no liability to Borrower or to any third party for any actions taken by Mortgagee or not taken pursuant to this paragraph.

Leases of the Property. (a) Neither the Borrower shall comply with and observe Borrower's obligations as landlords under nor any leases of the Property Subsidiary Guarantor will lease or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of license all or any part portion of an Unencumbered Asset Pool Property without in each case the prior written consent of the Property, and all non-residential leases hereafter entered into will be subject Agent not to Ocwen's prior written approval, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen Affiliates, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, executeconditioned or delayed, modifyprovided, surrender however, that without the prior written consent of Agent, the Borrower or terminatea Subsidiary Guarantor may enter into a new Lease, either orally provided that such Lease satisfies the following requirements: (i) the Borrower or a Subsidiary Guarantor is the sole lessor or licensor under such agreement and any agreements relating thereto; (ii) such Lease is unconditionally assignable by the Borrower or a Subsidiary Guarantor (including by collateral assignment), (iii) with respect to any new “retail” Lease, such Lease is subordinate to the lien of any first priority security interest holder (upon the terms and conditions set forth in writingthe standard form of occupancy agreement or pursuant to subordination conditions contained in the applicable Lease or a separate subordination agreement reasonably acceptable to Agent), (iv) with respect to any lease hereafter new “retail” Lease, is executed on the standard form of Master Space Agreement and Addendum to Master Space Agreement Additional Terms and Conditions for Colocation and Internet Access attached hereto and made a part hereof as Exhibit D on market terms, with only such changes thereto that are consistent with sound leasing and management practices for similar properties (it being acknowledged by the Borrowers that the provisions of all subparts (a)(i), (ii) and (iii) above in this §7.13 or any part the provisions of sections 10.5, 10.19 and 10.20 of the Propertyform of Master Space Agreement and Addendum may not be changed without Agent’s prior written consent; and (v) with respect to any new “wholesale” Lease, permit such Lease is entered into upon market terms with customary lender protections, including an assignment or sublease agreement of the tenant to subordinate and attorn to any first priority security interest holder. In connection with any such Lease requiring the approval of Agent, the Borrower will give notice to the Agent of any such proposed new Lease of any Unencumbered Asset Pool Property and shall provide to the Agent a copy of such a leaseproposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant or request or consent to the subordination of licensee and any lease of all or any part guarantor of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Ocwen thereof proposed Lease and of the amount of said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure information that rents thereafter due shall continue to be payable without set-off or deductionthe Agent may reasonably request.

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property for non-residential use except with the prior written approval of Lender. Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrumentinstrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwenwith Lender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. SEE SPECIAL RIDER ATTACHED HERETO. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extent or terminate such existing leases to execute new leases, in Lender's sole discretion.

Leases of the Property. As used in this Section 15, the word "Lease" shall include subleases if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof METLIFE. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesMETLIFE, such attornment to be effective upon OcwenMETLIFE's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates METLIFE may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that METLIFE may, at METLIFE's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenMETLIFE's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen METLIFE thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to METLIFE on demand. METLIFE shall have no liability to Borrower or to any third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. As used in this paragraph 16, the word "lease" shall mean, "sublease" if this Instrument is on leasehold. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property for non-residential use except with the prior written approval of Lender. Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, ; (bii) notify Ocwen Lender thereof and of the amount of said set-offs, ; and (ciii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. AHFC# Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extend or terminate such existing leases and to execute new leases, in Lender's sole discretion.

Leases of the Property. Borrower Guarantor shall comply with and observe Borrower---------------------- Guarantor's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof METLIFE. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this InstrumentDeed of Trust; that the tenant attorns to Ocwen or the Ocwen AffiliatesMETLIFE, such attornment to be effective upon OcwenMETLIFE's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates METLIFE may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that METLIFE may, at METLIFE's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower Guarantor shall not, without OcwenMETLIFE's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this InstrumentDeed of Trust. If Borrower Guarantor becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower Guarantor shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen METLIFE thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Guarantor of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Guarantor or to any third party, to enter upon the Property and to take such actions as METLIFE may deem necessary to cure the default or violation by Guarantor under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Guarantor to METLIFE on demand. METLIFE shall have no liability to Guarantor or to any third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. Borrower shall comply with and observe ---------------------- Borrower's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof METLIFE. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this InstrumentDeed; that the tenant attorns to Ocwen or the Ocwen AffiliatesMETLIFE, such attornment to be effective upon OcwenMETLIFE's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates METLIFE may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that METLIFE may, at METLIFE's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenMETLIFE's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this InstrumentDeed. If Borrower Xxxxxxxx becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen METLIFE thereof in writing and of the amount of said set-set- offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to METLIFE on demand. METLIFE shall have no liability to Borrower or to any third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property for non-residential use except with the prior written approval of Lender. Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon Ocwenunder Lender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extend or terminate such existing leases and to execute new leases, in Lender's sole discretion.

Leases of the Property. As used in this Section 15, the word "Lease" shall include subleases if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Bank. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesBank, such attornment to be effective upon OcwenBank's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Bank may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Bank may, at Bank's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenBank's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Bank thereof in writing and of the amount of said set-offssetoffs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Bank's receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, Bank shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as Bank may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Bank in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to Bank on demand. Bank shall have no liability to Borrower or to any third party for any actions taken by Bank or not taken pursuant to this paragraph.

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property except with the prior written approval of Lender. By acceptance of this Instrument, Lender acknowledges approval of the lease to Metatec International, Inc., a copy of which lease was provided to Lender prior to execution of this Instrument. Borrower acknowledges that a default by Metatec International, Inc. under the Lease, which default continues at the expiration of the applicable notice and cure period, if any, provided in the Lease, shall constitute a default under the Loan Documents. Borrower shall be required to obtain Lender's consent, which shall not be unreasonably withheld, for any lease and subleases at the Property. The request for approval of each such proposed lease shall be made to Lender in writing and Borrower shall furnish Ocwen to Lender (and any loan servicer specified from time to time by Lender): (i) such biographical and financial information about the proposed tenant as Lender may require in conjunction with its review, (ii) a copy of the proposed form of lease, and (iii) a summary of the material terms of such proposed lease (including, without limitation, rental terms and the term of the proposed lease and any options). Borrower, at Lender's request, shall furnish Lender with executed copies of all non-residential leases hereafter made of all or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof or a separate agreement in recordable form and substance satisfactory to Lender shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition; that in no event shall Lender, all lessees (other than lessees under residential leases) as holder of all this Instrument or as successor landlord, be liable to the tenant for any act or omission of any prior landlord or for any liability or obligation of any prior landlord occurring prior to the date that Lender or any part of subsequent owner acquire title to the Property shall execute a SubordinationProperty; and that Lender may, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B at Lender's option, accept or as agreed to by Ocwen or the Ocwen Affiliatesreject such attornments. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction.. Upon Lender's request, Borrower shall absolutely assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower will not lease any portion of the Property for non-residential use except with the prior written approval of Lender. Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Lender. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all All leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to in the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) notify Ocwen Lender thereof and of the amount of said set-offs, and (ciii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extend or terminate such existing leases and to execute new leases, in Lender's sole discretion.

Leases of the Property. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any all leases of the Property or any part thereof. Borrower Borrower, at Lender's request, shall furnish Ocwen Lender with executed copies of all non-residential leases now existing or hereafter made of all or any part of the Property, and all non-residential leases now or hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request thereforeLender. Unless otherwise directed by Ocwen and except for non-residential leasesLender, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesLender, such attornment to be effective upon OcwenLender's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Lender may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, not without OcwenLender's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, terminate either orally or in writing, any lease now existing or hereafter made of all or any part of the PropertyProperty providing for a term of three years or more, permit an assignment or sublease of such a leaselease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Ocwen Lender thereof and of the amount of said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall have acquired such right to 'set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Borrower hereby assigns to Lender all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in connection with such leases of the Property. Lender shall have all of the rights and powers possessed by Borrower prior to such assignment; provided, however, Lender shall have no liability as Lessor under the leases until Lender takes possession of the Property. Lender shall have the right, but not the obligation, to modify, extend or terminate such existing leases and to execute new leases, in Lender's sole discretion.

Leases of the Property. Borrower Mortgagor shall comply with and observe Borrower's Mortgagor’s obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval of Mortgagee. Mortgagor shall not be unreasonably withheldpay all reasonable attorneys’ fees incurred by Mortgagee in reviewing any Lease or proposed Lease. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesMortgagee, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' Mortgagee’s acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Mortgagee may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Mortgagee may, at Mortgagee’s option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower Mortgagor shall not, without Ocwen's Mortgagee’s prior written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower Mortgagor becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower Mortgagor shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Mortgagee thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such Chanhassen, Minnesota other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Mortgagee’s receipt of notice of the occurrence of any default or violation by Mortgagor of any of its obligations under the Leases, Mortgagee shall have the immediate right, but not the duty or obligation, without prior written notice to Mortgagor or to any third party, to enter upon the Property and to take such actions as Mortgagee may deem necessary to cure the default or violation by Mortgagor under the Leases. The costs incurred by Mortgagee in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the Post-Default Rate, and shall be payable by Mortgagor to Mortgagee on demand. Mortgagee shall have no liability to Mortgagor or to any third party for any actions taken by Mortgagee or not taken pursuant to this paragraph.

Leases of the Property. As used in this SECTION 15, the word "Lease" shall include subleases if this Instrument is on a leasehold. Borrower shall comply with and observe BorrowerXxxxxxxx's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof Xxxx in accordance with the Lease Assignment. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesXxxx, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' Xxxx'x acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates may Xxxx may, from time to time time, request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Xxxx may, at Xxxx'x option, accept or reject such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's Xxxx'x written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower Xxxxxxxx becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) immediately notify Ocwen Xxxx thereof in writing and of the amount of said set-offs, and (c) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Xxxx'x receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, Xxxx shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as Xxxx may xxxx necessary to cure any default or violation by Borrower under the Leases. The costs incurred by Xxxx in taking any such actions pursuant to this SECTION 15 shall become part of the Indebtedness, shall bear interest at the Default Rate provided in the Notes, and shall be payable by Borrower to Xxxx on demand. Xxxx shall have no liability to Borrower or to any third party for any actions taken by Xxxx or not taken pursuant to this SECTION 15.

Leases of the Property. Borrower shall comply with and observe Borrower's Xxxxxxxx’s obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior the approval of Mortgagee. If Mortgagee fails to approve or disapprove any Lease in writing within 10 business days of the receipt of a written approvalrequest from Borrower, which request includes a copy of the proposed Lease, and Mortgagee receives a second written request from Borrower and fails to respond within ten business days of the receipt thereof, Mortgagee shall be deemed to have given approval shall not be unreasonably withheldfor such Lease. Borrower shall provide copies of pay all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request thereforereasonable attorneys’ fees incurred by Mortgagee in reviewing any Lease or proposed Lease. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesMortgagee, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' Mortgagee’s acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates Mortgagee may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that Mortgagee may, at Mortgagee’s option, accept or reject such attornments (except as to third-party credit tenants unrelated to Borrower, as to which Mortgagee shall grant a non-disturbance provision). In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's Mortgagee’s written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower Xxxxxxxx becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen Mortgagee thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off setoff and as shall assure that rents Rents thereafter due shall continue to be payable without set-off or deduction. Upon Mortgagee’s receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases beyond applicable periods for notice and cure, Mortgagee shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party (but with due regard for rights of tenants under Leases), to enter upon the Property and to take such actions as Mortgagee may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Mortgagee in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Loan Agreement, and shall be payable by Borrower to Mortgagee on demand. Mortgagee shall have no liability to Borrower or to any third party for any actions taken by Mortgagee or not taken pursuant to this paragraph.

Leases of the Property. As used in this Section 15, the word "Lease" shall include subleases if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as landlords landlord under any leases all Leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all All Leases now or any part of the Property, and all non-residential leases hereafter entered into will be in form and substance subject to Ocwen's prior written approval, which the approval shall not be unreasonably withheldof METLIFE. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases All Leases of the Property made after the date hereof shall specifically provide that such leases Leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen AffiliatesMETLIFE, such attornment to be effective upon OcwenMETLIFE's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates METLIFE may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure; and that METLIFE may, at METLIFE's option, accept or resect such attornments. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without OcwenMETLIFE's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease Lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to of set-off against rent, Borrower shall (ai) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (bii) immediately notify Ocwen METLIFE thereof in writing and of the amount of said set-offs, and (ciii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setsetoff-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party, to enter upon the Property and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall bear interest at the rate provided in the Note, and shall be payable by Borrower to METLIFE on demand. METLIFE shall have no liability to Borrower or to any third party for any actions taken by METLIFE or not taken pursuant to this paragraph.