Common use of Remedies Not Exclusive Clause in Contracts

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Subordinated Guarantee Agent herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Subordinated Guarantee Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security DocumentAgreement). (b) No delay or omission by the Shared Collateral Subordinated Guarantee Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Subordinated Guarantee Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Subordinated Guarantee Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Subordinated Guarantee Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security DocumentAgreement). (c) If the Shared Collateral Subordinated Guarantee Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Subordinated Guarantee Agent, then the GrantorsGuarantors, the Shared Collateral Subordinated Guarantee Agent and the Shared Collateral Secured Credit Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respectshereunder, and thereafter all rights, remedies and powers of the Shared Collateral Subordinated Guarantee Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Subordinated Guarantee Agent without the possession of any Loan Document or instrument evidencing any Secured Guarantor Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(iiSection 8.5(c), brought in its name as Shared Collateral Subordinated Guarantee Agent and any recovery of judgment shall be held in the Shared Collateral Accounts Guarantee Collection Account until distribution pursuant to subsection 3.4Section 6.2.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Obligations and performance of the Performance Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations and Performance Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral other Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(cSections 5.4(c) and 5.10(b)(ii5.9(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Estate.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral other Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral of the other Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of the Shared Collateral Agent to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Collateral Agent Agreement or any Shared Collateral other Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)time. (c) If In case the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Collateral Agent Agreement or any Shared Collateral other Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then and in every such case the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such other Security Document with respect to the Shared Secured Debt Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Collateral Agent Agreement and the Shared Collateral other Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Secured Debt Document or instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Secured Debt Collateral.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Closed-End Collateral Agent Agent, the Warehouse Facility Secured Parties or the Exchange Noteholder herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared the Collateral Security Document Documents or now or hereafter existing at law or law, in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of the Shared Closed-End Collateral Agent Agent, the Closed-End Administrative Agent, any Warehouse Facility Secured Party or any Exchange Noteholder, as applicable, to exercise any right, right or remedy whether accruing upon any Warehouse Facility Termination Event or power hereunder Exchange Note Default or under any Shared Collateral Security Document shall otherwise will impair any such right, right or remedy or power or shall be construed to be constitute a waiver thereof, and every right, power of or any acquiescence of such right or remedy. Every right and remedy given conferred by this Intercreditor Collateral Agency Agreement or any Shared other Collateral Security Document or Basic Document or by law to the Shared Closed-End Collateral Agent Agent, the Warehouse Facility Secured Parties or any Exchange Noteholder, as applicable, may be exercised from time to time time, and as often as may be deemed expedient expedient, by the Shared Closed-End Collateral Agent (butAgent, in each case, only at the times such right, power Warehouse Facility Secured Parties or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with Exchange Noteholder, as the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)case may be. (c) If In case the Shared Closed-End Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Collateral Agency Agreement or any Shared Collateral Security Document or Basic Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Closed-End Collateral Agent, then and in every such case the GrantorsBorrower, the Shared Closed-End Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Collateral Document with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Closed-End Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Collateral Agency Agreement and the Shared Collateral Security Documents may be enforced by the Shared Closed-End Collateral Agent without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Closed-End Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Closed-End Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee’s right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Trustee and Beneficiary, and each of them, shall be entitled to enforce payment and performance of any indebtedness or obligation secured hereby and to exercise all rights and powers under this Deed of Trust or under any Project Document or other agreement or any law now or hereafter in force, notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by guaranty, mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee’s or Beneficiary’s right to realize upon or enforce any other security now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security for the obligations hereby secured now or hereafter held by Beneficiary or Trustee in such order and manner as they may in their absolute discretion determine. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein, or remediesgranted to Beneficiary under any other agreement, or by law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein given hereunder or in granted to Beneficiary under any Shared Collateral Security Document other agreement, or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document of the Transaction Documents to the Shared Collateral Agent Trustee or Beneficiary or to which either of them may be exercised otherwise entitled may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power Trustee or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respectsBeneficiary, and thereafter all rights, remedies and powers either of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents them may pursue inconsistent remedies. Trustor may be enforced joined in any action brought by the Shared Collateral Agent without the possession Beneficiary to foreclose under or otherwise enforce this Deed of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared other Collateral Security Documents is intended to be exclusive of any other remedy or remediesremedies of the Collateral Trustee, the Lender, the Indenture Trustee, the holders of the Notes or any other Secured Party, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared of the Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent to Trustee in the exercise of any right, remedy or power hereunder or under any Shared Collateral Security Document accruing upon an Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any Actionable Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the Grantors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder under the Collateral Documents with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document or instrument evidencing any Secured Obligation Debt Instrument or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared the Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Cash Collateral Security Documents Agreement is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared the Cash Collateral Security Document Agreement or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under any Shared the Cash Collateral Security Document Agreement shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any Event of Default under the Guaranty or any acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared the Cash Collateral Security Document Agreement to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared the Cash Collateral Security Document Agreement and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the GrantorsGrantor, the Shared Collateral Agent Trustee and the Shared Collateral Secured Guaranteed Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under the Cash Collateral Agreement with respect to the Shared Collateral Trust Estate, the Cash Collateral Account and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All The Grantor expressly agrees that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Cash Collateral Security Documents Agreement may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Cash Collateral.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement between Mortgagee and Mortgagor or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee’s right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at without limitation, in connection with the times assignment of Rents to Mortgagee, or the appointment of a receiver and the entry of such rightreceiver on to all or any part of the Mortgaged Property), power be deemed a “mortgagee in possession,” and Mortgagee shall not in any way be made liable for any act, either of commission or omission, in connection with the exercise of such remedies, except to the extent resulting from the gross negligence or willful misconduct of Mortgagee, any other Indemnitee, or any contractor of Mortgagee or any Indemnitee. No failure to exercise or delay in exercising any remedy or right hereunder, under any other Loan Document or under applicable law shall be available to be exercised by the Shared Collateral Agent in accordance with the terms construed as a waiver of this Intercreditor Agreement any Event of Default hereunder or under any Shared Collateral Security other Loan Document). (c) . The acceptance by Mortgagee or the Secured Parties of any payment less than the amount of the Obligations in question shall be deemed to be an acceptance on account only and shall not be construed as a waiver of any Event Default hereunder or under any other Loan Document with respect thereto. If the Shared Collateral Agent shall have Mortgagee has proceeded to enforce any right, remedy or power under this Intercreditor Agreement right hereunder or any Shared Collateral Security Document and the with respect hereto by foreclosure, sale, entry or otherwise, it may compromise, discontinue or abandon such proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason without notice to Mortgagor or any other Person, other than as may be required under the Credit Agreement or the Guarantee, and, in the event that any such proceeding shall have been be discontinued, abandoned or determined adversely to the Shared Collateral Agentfor any reason, then the Grantors, the Shared Collateral Agent Mortgagor and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally Mortgagee shall retain and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall beMortgaged Property, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and the Lien hereof except to the extent any recovery of judgment shall be held in such adverse determination specifically provides to the Shared Collateral Accounts until distribution pursuant to subsection 3.4contrary.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Secured Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Secured Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) The Mortgagee shall be entitled to enforce payment and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Financing Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect the Mortgagee's right to realize upon or enforce any other security now or hereafter held by the Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as the Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document of the Financing Documents to the Shared Collateral Agent Mortgagee or to which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall the Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to the Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, Deed of Trust, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary’s or Trustee’s rights to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary or Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary or Trustee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. Except as otherwise provided by applicable law, in each caseno event shall Beneficiary, only at in the times such rightexercise of the remedies provided in this Deed of Trust (including, power or remedy shall be available to be exercised by the Shared Collateral Agent without limitation, in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Beneficiary or under any Shared Collateral Security Document). (c) If Trustee, or the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof Beneficiary nor Trustee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Secured Parties Representative or the other Secured Parties herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay by or omission by of the Shared Collateral Agent Secured Parties Representative, any Representative or any other Secured Party to exercise any right, remedy or power hereunder or under accruing upon the occurrence and continuance of any Shared Collateral Security Document Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Event of Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Secured Parties Representative may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butSecured Parties Representative, in each case, only at subject to the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms provisions of this Intercreditor Agreement or under any Shared Collateral Security Document)and the other Transaction Documents. (c) If In case the Shared Collateral Agent Secured Parties Representative shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security other Transaction Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentSecured Parties Representative or any other Secured Party, then and in every such case the GrantorsBorrower, the Shared Collateral Agent Secured Parties Representative and the Shared Collateral other Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Secured Parties Representative and the other Secured Parties shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Secured Parties Representative without the possession of this Agreement, the Credit Agreement, any Loan Lender Note, the Insurance Agreements, any other Transaction Document or instrument any other document or Instrument evidencing any of the Secured Obligation Obligations or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Secured Parties Representative shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Secured Parties Representative and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustees herein or in the Shared Collateral any Guarantee or Security Documents Document is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein herein, in any Guarantee or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Trustees in exercising or failure by the Trustees to exercise any right, remedy or power hereunder or under any Shared Collateral Guarantee or Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by to the Trustees under this Intercreditor Agreement Trust Agreement, any Guarantee or any Shared Collateral Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at Trustees or the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Required Secured Parties. (c) If the Shared Collateral Agent Trustees shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement Trust Agreement, any Guarantee or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustees, then the GrantorsBorrower, the Shared Collateral Agent Trustees and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustees shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement Trust Agreement, the Guarantees and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustees without the possession of any Loan Secured Instrument, Guarantee, Security Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustees shall be, subject to subsections 5.5(c7.5(c), 7.5(d) and 5.10(b)(ii7.10(b)(ii), brought in its their name as Shared Collateral Agent Trustees and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at statute; provided that the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent shall exercise any and all remedies solely in accordance with Requisite Instructions delivered to the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent; provided that the Collateral Agent (butshall exercise all such powers, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent rights and remedies solely in accordance with Requisite Instructions delivered to the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the GrantorsObligors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document Secured Instrument or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(cclause (d) of Section 5.3 and 5.10(b)(ii)clause (b)(ii) of Section 5.9, brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Mortgagee is entitled to enforce payment and performance of any indebtedness or obligations secured hereby and to exercise all rights and powers under this Mortgage or under any Loan Document or other agreement or any laws now or hereafter in force, notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement whether by court action or other powers herein contained, will prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee is entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as it may in its absolute discretion determine. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy shall be each is cumulative and shall be is in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which Mortgagee may be exercised otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power Mortgagee and Mortgagee may pursue inconsistent remedies. Upon any sale made under or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms virtue of this Intercreditor Agreement Article III, Mortgagee may bid for and then acquire the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations of Mortgagor the net sales price after deducting therefrom the reasonable expenses of the sale and the costs of the action and any other sums which the Mortgagee is authorized to deduct under this Mortgage or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenLoan Documents. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment of the Obligations and performance of the Performance Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations and Performance Obligations may now or hereafter be otherwise secured, whether by deed of trust, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Beneficiary or in the Shared Collateral Security Documents Trustee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Beneficiary, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a "Beneficiary in possession," and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Collateral Trust Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Collateral Trust Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then the GrantorsGrantor, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Collateral Trust Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii5.10(c)(ii), brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Joint Collateral Agent herein or in the Shared Collateral Loan and Notes Security Documents is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral the Loan and Notes Security Document or Documents now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of the Shared Joint Collateral Agent to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Event of Default or any acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Loan and Notes Security Document to the Shared Joint Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Joint Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If In case the Shared Joint Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Loan and Notes Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Joint Collateral Agent, then and in every such case the Grantors, the Shared Joint Collateral Agent Agent, each Authorized Representative and the Shared Collateral Loan and Notes Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under each such Loan and Notes Security Document with respect to the Shared Collateral, the Loan and Notes Collateral Account and in all other respects, and thereafter all rights, remedies and powers of the Shared Joint Collateral Agent shall continue as though no such proceeding had been taken. (d) All Each Grantor expressly agrees that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Loan and Notes Security Documents may be enforced by the Shared Joint Collateral Agent without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Joint Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), may be brought in its name as Shared Joint Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.

Remedies Not Exclusive. (a) Lessor shall be entitled to enforce payment of the indebtedness and performance of the Obligations and to exercise or cause Deed of Trust Trustee to exercise all rights and powers under this Memorandum of Lease or under any of the other Operative Documents or other agreement or any Applicable Laws now or hereafter in force, notwithstanding that some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Memorandum of Lease nor its enforcement shall prejudice or in any manner affect Lessor’s or Deed of Trust Trustee’s right to realize upon or enforce any other security now or hereafter held by Lessor or Deed of Trust Trustee, it being agreed that Lessor shall be entitled to enforce or cause Deed of Trust Trustee to enforce this Memorandum of Lease and any other security now or hereafter held by Lessor or Deed of Trust Trustee in such order and manner as Lessor or Deed of Trust Trustee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Lessor or in the Shared Collateral Security Documents Deed of Trust Trustee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Operative Documents to Lessor or any Shared Collateral Security Document Deed of Trust Trustee or to the Shared Collateral Agent which they may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butLessor. In no event shall Lessor or Deed of Trust Trustee, in each case, only at the times such right, power or remedy shall be available to be exercised by exercise of the Shared Collateral Agent remedies provided in accordance this Memorandum of Lease (including in connection with the terms appointment of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If a receiver and the Shared Collateral Agent shall have proceeded entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared part of the Mortgaged Property or Lessee Collateral), be deemed a “grantee in possession” unless and until Lessor or Deed of Trust Trustee takes possession of the Mortgaged Property or Lessee’s Collateral Security Document and the proceeding for the enforcement thereof Lessor or Deed of Trust Trustee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Credit Facility Documents, Additional Debt Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee’s rights to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee, acting at the direction of the Majority Holders, shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Credit Facility Documents and the Additional Debt Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which Mortgagee may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Mortgagee, as the Shared Collateral Agent (butcase may be. In no event shall Mortgagee, acting at the direction of the Majority Holders, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Leases and Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agentexercise of such remedies, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4absence of gross negligence or willful misconduct.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent or any Lender to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent or Lenders may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the GrantorsObligated Parties, the Shared Collateral Agent Lenders and the Shared Collateral Secured Parties Agent, shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Note or Collateral Document or instrument evidencing any Secured Indebtedness or Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4on behalf of and for the ratable benefit of the Lenders.

Remedies Not Exclusive. (a) In addition to any rights and remedies that Mortgagee may have under the Credit Agreement and the other Loan Documents, Mortgagee shall be entitled to exercise all rights and powers under this Mortgage or under any applicable Laws now or hereafter in force with respect hereto, notwithstanding some or all of the Secured Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee’s right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall not be required to look first to, enforce or exhaust any other security, collateral or guaranties and that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby Law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to which Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it is otherwise entitled may be exercised concurrently or independently from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee in accordance therewith. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral any First Priority Guarantee or First Priority Security Documents Document is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein herein, in any First Priority Guarantee or in any Shared Collateral First Priority Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Trustee in exercising or failure by the Collateral Trustee to exercise any right, remedy or power hereunder or under any Shared Collateral First Priority Guarantee or First Priority Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereofthereof or acquiescence therein, and every right, power and remedy given by to the Collateral Trustee under this Intercreditor Agreement Trust Agreement, any First Priority Guarantee or any Shared Collateral First Priority Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at Trustee or the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Requisite First Priority Holders. (c) If the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement Trust Agreement, any First Priority Guarantee or any Shared Collateral First Priority Security Document Document, such enforcement to be pursuant to the directions of the Requisite First Priority Holders and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then the GrantorsSatmex, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement Trust Agreement, the First Priority Guarantees and the Shared Collateral First Priority Security Documents may may, to the extent permitted by applicable law, be enforced by the Shared Collateral Agent Trustee without the possession of any Loan First Priority Document or instrument evidencing any Secured First Priority Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c8.5(c) and 5.10(b)(ii8.10(b)(ii), brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary’s or Trustee’s right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a “Beneficiary in possession,” and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral any Security Documents Document is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the GrantorsTrustors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties Holders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Security Document with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document or instrument evidencing any Secured Obligation Debt Instrument or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Collateral Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Collateral Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) In addition to any rights and remedies that Mortgagee may have under the Credit Agreement and the other Loan Documents, Mortgagee shall be entitled to exercise all rights and powers under this Mortgage or under any applicable Laws now or hereafter in force with respect hereto, notwithstanding that some or all of the Secured Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, Lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee’s right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall not be required to look first to, enforce or exhaust any other security, collateral or guaranties and that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby Law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which Mortgagee is otherwise entitled may be exercised concurrently or independently from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee in accordance therewith. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or to the Administrative Agent or the Term Loan B Administrative Agent in the Shared Collateral Security Documents Agreements is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document Agreement or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Agent, any Lender or any Term Loan B Lender to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document Agreement shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Collateral Agent Agreement or any Shared Collateral Security Document Agreement to the Shared Collateral Agent Agent, the Lenders or the Term Loan B Lenders may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Collateral Agent Agreement or any Shared Collateral Security Document Agreement and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent Agent, the Term Loan B Lenders and the Shared Collateral Secured Parties Lenders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Collateral Agent Agreement and the Shared Collateral Security Documents Agreements may be enforced by the Shared Collateral Agent without the possession of any Loan Document Security Agreement or instrument evidencing any Secured Obligation Obligations or Term Loan B Obligations or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4on behalf of and for the ratable benefit of the Lenders and Term Loan B Lenders.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement between Mortgagee and Mortgagor or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee’s right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely omission, in connection with the exercise of such remedies, except to the Shared Collateral Agentextent resulting from the gross negligence or willful misconduct of Mortgagee, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder other Indemnities or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers any contractor of the Shared Collateral Agent shall continue as though no such proceeding had been takenMortgagee or any Indemnities. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Trustee and Beneficiary, and each of them, shall be entitled to enforce payment and performance of any indebtedness or obligations secured hereby and to exercise all rights and powers under this Deed of Trust or under any Loan Document or other agreement or any laws now or hereafter in force, notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee's or Beneficiary's right to realize upon or enforce any other security now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as they or either of them may in their absolute discretion determine. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Trustee or any Shared Collateral Security Document Beneficiary or to the Shared Collateral Agent which either of them may be exercised otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Trustee or Beneficiary and either of them may pursue inconsistent remedies. No waiver of any default of the Shared Collateral Agent (butTrustor hereunder shall be implied from any omission by the Beneficiary to take any action on account of such default if such default persists or be repeated, and no express waiver shall affect any default other than the default specified in each case, the express waiver and that only for the time and to the extent therein stated. No acceptance of any payment of any one or more delinquent installments which does not include interest at the times such rightpenalty or default rate from the date of delinquency, power or remedy together with any required late charge, shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers constitute a waiver of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights right of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof Beneficiary at any trial time thereafter to demand and collect payment of interest at such default rate or other proceeding relative theretoof late charges, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4if any.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral the Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral the Security Document Documents shall impair any such right, remedy or power or shall be construed to be a waiver thereofthereof or an acquiescence therein, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral the Security Document Documents to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral the Security Document Documents and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the GrantorsCredit Parties, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under the Security Documents with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All Subject to applicable law, all rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of the Security Documents or any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(cSections 11 and 22(b)(ii) and 5.10(b)(ii)hereof, brought in its name as Shared Collateral Agent and any recovery of a judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to ----------------------- enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustees herein or in the Shared Collateral Security Documents is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any the Shared Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of either of the Shared Collateral Agent Trustees to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or any acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustees may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustees. (c) If In case either of the Shared Collateral Agent Trustees shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared such Collateral AgentTrustee, then and in every such case the GrantorsGrantor, the Shared Collateral Agent Trustees, the Representatives and the Shared Collateral Secured Parties Holders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Shared Collateral Document with respect to the Shared Collateral Trust Estate, the Collateral Account and in all other respects, and thereafter all rights, remedies and powers of the Shared such Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All The Grantor expressly agrees that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustees without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustees shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name either of their names as Shared Collateral Agent Trustee and any recovery of judgment shall be held as part of the Collateral Trust Estate; provided that nothing in this Section 4.04(d) shall constitute a waiver of any right that the Shared Collateral Accounts until distribution pursuant Grantor may have or may hereafter acquire to subsection 3.4challenge the amounts outstanding under the Secured Agreements.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under 168 this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) The Mortgagee shall be entitled to enforce payment and performance of the Secured Obligations and to exercise all rights and powers under this Mortgage or under any of the other Transaction Documents or any laws now or hereafter in force, notwithstanding that some or all of the Secured Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect the Mortgagee's rights to realize upon or enforce any other security now or hereafter held by the Mortgagee, it being agreed that the Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by the Mortgagee in such order and manner as the Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or 509265-1725-11432-13209999 reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document of the Transaction Documents to the Shared Collateral Agent Mortgagee or to which the Mortgagee may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee, as the case may be. In no event shall the Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to the Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved Mortgagee shall be entitled to the Shared Collateral Agent herein or in the Shared Collateral Security Documents is intended to be exclusive enforce payment of any indebtedness and performance of any other remedy obligations secured hereby and to exercise all rights and powers under this Mortgage or remediesunder any other Secured Credit Document or other agreement or any laws now or hereafter in force, but every such remedy notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, whether by court action or pursuant to other powers herein contained, shall be cumulative and shall be in addition to every other remedy conferred herein prejudice or in any Shared Collateral Security Document manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as it may in its absolute discretion determine. All rights and remedies existing at law under this Mortgage are cumulative to, and not exclusive of, any rights or in equity or by statute (but, in each case, only at the times such right, remedies otherwise available. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement Mortgage or any Shared Collateral Security other Secured Credit Document to the Shared Collateral Agent Mortgagee or to which it may be exercised otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Mortgagee. This Mortgage may be foreclosed at any time against all or successively against any part or parts of the Shared Collateral Agent (butMortgage Estate as Mortgagee may elect, in each case, only at and this Mortgage and the times such right, power right of foreclosure hereunder shall not be impaired or remedy shall be available to be exercised exhausted by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement one or any Shared Collateral Security Document foreclosure or by one or any sale and may be foreclosed successively and in parts until all of the proceeding for the enforcement thereof Mortgage Estate shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent foreclosed and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takensold. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (ai) No remedy conferred upon or reserved to the Shared Collateral Agent herein Trustee in this Agreement, in the Intercreditor Agreement or in the Shared Collateral any Security Documents Document is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein in this Agreement, in the Intercreditor Agreement or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (bii) No delay or omission by of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or an acquiescence therein; and every right, power and remedy given by this Agreement, the Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (ciii) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Agreement, the Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the Grantors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder rights, under this Agreement, under the Intercreditor Agreement and under such Security Document with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (div) All rights of action and of asserting rights to assert claims upon or under this Agreement, the Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Parity Lien Document or instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral Security Documents is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any the Shared Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of either of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or any acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared such Collateral AgentTrustee, then and in every such case the GrantorsGrantor, the Shared Collateral Agent Trustee, the Representatives and the Shared Collateral Secured Parties Holders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Shared Collateral Document with respect to the Shared Collateral Trust Estate, the Collateral Account and in all other respects, and thereafter all rights, remedies and powers of the Shared such Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All The Grantor expressly agrees that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name either of their names as Shared Collateral Agent Trustee and any recovery of judgment shall be held as part of the Collateral Trust Estate; provided that nothing in this Section 4.04(d) shall constitute a waiver of any right that the Shared Collateral Accounts until distribution pursuant Grantor may have or may hereafter acquire to subsection 3.4challenge the amounts outstanding under the Secured Agreements or the continued existence of the Lien on the Collateral.

Remedies Not Exclusive. (a) Trustee and Beneficiary, and each of them, shall be entitled to enforce payment and performance of any indebtedness or obligation secured hereby and to exercise all rights and powers under this Deed of Trust or under any Project Document or other agreement or any law now or hereafter in force, notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by guaranty, mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee’s or Beneficiary’s right to realize upon or enforce any other security now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security for the obligations hereby secured now or hereafter held by Beneficiary or Trustee in such order and manner as they may in their absolute discretion determine. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein, or remediesgranted to Beneficiary under any other agreement, or by law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein given hereunder or in granted to Beneficiary under any Shared Collateral Security Document other agreement, or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document of the Project Documents to the Shared Collateral Agent Trustee or Beneficiary or to which either of them may be exercised otherwise entitled may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power Trustee or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respectsBeneficiary, and thereafter all rights, remedies and powers either of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents them may pursue inconsistent remedies. Trustor may be enforced joined in any action brought by the Shared Collateral Agent without the possession Beneficiary to foreclose under or otherwise enforce this Deed of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustees herein or in the Shared Collateral Security Documents is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared the Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of either of the Shared Collateral Agent Trustees to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or any acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustees may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustees. (c) If In case either of the Shared Collateral Agent Trustees shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared such Collateral AgentTrustee, then the Grantorsand in every such case each Pledgor, the Shared Collateral Agent Trustees, the Representatives and the Shared Collateral Secured Parties Holders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Collateral Document with respect to the Shared Collateral Trust Estate, the Collateral Account and in all other respects, and thereafter all rights, remedies and powers of the Shared such Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All Each Pledgor expressly agrees that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustees without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustees shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name either of their names as Shared Collateral Agent Trustee and any recovery of judgment shall be held as part of the Collateral Trust Estate; PROVIDED that nothing in this Section 4.04(d) shall constitute a waiver of any right that each Pledgor may have or may hereafter acquire to challenge the Shared Collateral Accounts until distribution pursuant to subsection 3.4amounts outstanding under the Secured Agreements.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral Trust Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Trust Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under any Shared Collateral Trust Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Collateral Trust Agreement or any Shared Collateral Trust Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Collateral Trust Agreement or any Shared Collateral Trust Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then the GrantorsLoan Parties, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Collateral Trust Agreement and the Shared Collateral Trust Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document Secured Instrument or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(cSections 5.05(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary and Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butBeneficiary or Trustee. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Beneficiary, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Beneficiary and Trustee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral any Security Documents Document is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the GrantorsCompany, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties Holders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Security Document with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document or instrument evidencing any Secured Obligation Debt Instrument or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved ---------------------------- to the Shared Collateral Agent Trustee herein or in the Shared Collateral Trust Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Trust Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under any Shared Collateral Trust Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Trust Agreement or any Shared Collateral Trust Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Trust Agreement or any Shared Collateral Trust Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then the GrantorsObligors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their 11 former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Trust Agreement and the Shared Collateral Trust Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document Secured Instrument or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document appointment of a receiver and the proceeding for entry of such receiver on to all of any part of the enforcement thereof Trust Property), be deemed a "mortgagee in possession," and neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral Trust Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Trust Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under any Shared Collateral Trust Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Trust Agreement or any Shared Collateral Trust Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Trust Agreement or any Shared Collateral Trust Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then the GrantorsObligors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Trust Agreement and the Shared Collateral Trust Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document Secured Instrument or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections Sections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment and performance of the Secured Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Financing Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Secured Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary’s or Trustee’s right to realize upon or enforce any other security now or hereafter held by Beneficiary and Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary or Trustee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Financing Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Beneficiary, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder remedies except gross negligence or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenwillful misconduct after Beneficiary takes possession or title. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein any party hereto or in the Shared Collateral other Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral other Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent any party hereto to exercise any right, remedy or power hereunder or under any Shared Collateral other Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral other Security Document to the Shared Collateral Agent any party hereto may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)party. (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral other Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral other Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Estate or the Non-Shared Collateral Estate, as applicable, and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral other Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation Instrument or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(cSections 9.12(c) and 5.10(b)(ii9.17(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Estate or the Non-Shared Collateral Estate, as applicable.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment of the Term Loan Secured Obligations and performance of the Grantor’s obligations under the Loan Documents and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of such obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary’s or Trustee’s right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agentexercise of such remedies, then the Grantorsexcept for their own bad faith, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder gross negligence or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenwillful misconduct. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Note Collateral Agent herein or in the Shared Collateral Security Second Lien Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Second Lien Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available subject to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Section 3.7. (b) No delay or omission by the Shared Note Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Second Lien Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Second Lien Document to the Shared Note Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Note Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If the Shared Note Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Second Lien Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Note Collateral Agent, then the Grantors, the Shared Note Collateral Agent Agent, the other parties hereto and the Shared Collateral other holders of Secured Parties Obligations shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Note Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Second Lien Documents may be enforced by the Shared Note Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Note Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Note Collateral Agent shall be, subject to subsections 5.5(cSections 7.5(c) and 5.10(b)(ii7.10(d)(ii), brought in its name as Shared Note Collateral Agent and any recovery of judgment with respect to Collateral that is subject to the security interests granted under the First Lien Documents shall be held in delivered to the Shared Collateral Accounts until distribution Administrative Agent pursuant to subsection 3.4Section 4.6 and held by the Administrative Agent pursuant to Section 4.1 as part of the Collateral Estate.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Joint Collateral Agent or Directing Party herein or in the Shared Secured Documents or the Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared the Secured Documents or the Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Joint Collateral Agent or Directing Party to exercise any right, remedy or power hereunder or under any Shared the Collateral Security Document Documents shall impair any such right, remedy or power or shall be construed to be a waiver thereofthereof or an acquiescence therein, and every right, power and remedy given by this Intercreditor Agreement or any Shared the Collateral Security Document Documents to the Shared Joint Collateral Agent or Directing Party may be exercised from time to time and as often as may be deemed expedient by the Shared Joint Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Directing Party. (c) If the Shared Joint Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared the Collateral Security Document Documents and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Joint Collateral Agent, then the GrantorsCredit Parties, the Shared Joint Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under the Collateral Documents with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Joint Collateral Agent and Directing Party shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Joint Collateral Agent without the possession of the Collateral Documents or any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Joint Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii)Section 11 hereof, brought in its name as Shared Joint Collateral Agent and any recovery of a judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.

Remedies Not Exclusive. (a) Trustee and Beneficiary, and each of them, shall be entitled to enforce payment and performance of any indebtedness or obligation secured hereby and to exercise all rights and powers under this Deed of Trust or under any Loan Document or other agreement or any law now or hereafter in force, notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by guaranty, mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee’s or Beneficiary’s right to realize upon or enforce any other security now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security for the obligation hereby secured now or hereafter held by Beneficiary or Trustee in such order and manner as they may in their absolute discretion determine. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein, or remediesgranted to Beneficiary under any other agreement, or by law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein given hereunder, or in granted to Beneficiary under any Shared Collateral Security Document other agreement, or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document of the Loan Documents to the Shared Collateral Agent Trustee or Beneficiary or to which either of them may be exercised otherwise entitled may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power Trustee or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respectsBeneficiary, and thereafter all rights, remedies either of them may pursue inconsistent remedies. Trustor and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents Additional Trustor may be enforced joined in any action brought by the Shared Collateral Agent without the possession Beneficiary to foreclose under or otherwise enforce this Deed of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the other Shared Collateral Security Documents is intended to be exclusive of any other remedy or remediesremedies of the Collateral Trustee, the Bank Administrative Agent, the 1992 Indenture Trustee, the 1996 Indenture Trustee, the Senior Note Indenture Trustee, the holders of the 1992 Notes, the holder of the 1996 Notes, the holders of the Senior Notes, or any other Secured Party, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any of the Shared Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent to Trustee in the exercise of any right, remedy or power hereunder or under any Shared Collateral Security Document accruing upon an Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any Actionable Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the Grantors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder under the Shared Collateral Documents with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document or instrument evidencing any Secured Obligation Debt Instrument or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared the Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Obligations and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Transaction Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee’s right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Transaction Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which Mortgagee may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Credit Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's rights to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion, subject to the Intercreditor Agreement. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Credit Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Mortgagee, as the Shared Collateral Agent (butcase may be. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "Mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to which it may otherwise be entitled, may be exercised, concurrently or independently, to the Shared Collateral Agent may be exercised extent permitted by applicable law, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (ai) No remedy conferred upon or reserved to the Shared Collateral Agent herein Trustee in this Agreement, in the ABL Intercreditor Agreement or in the Shared Collateral any Security Documents Document is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein in this Agreement, in the ABL Intercreditor Agreement or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (bii) No delay or omission by of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or an acquiescence therein; and every right, power and remedy given by this Agreement, the ABL Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (ciii) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Agreement, the ABL Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the Grantors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder rights, under this Agreement, under the ABL Intercreditor Agreement and under such Security Document with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (div) All rights of action and of asserting rights to assert claims upon or under this Agreement, the ABL Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Secured Debt Document or instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustees herein or in the other Shared Collateral Security Documents is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any the other Shared Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of either of the Shared Collateral Agent Trustees to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Trust Agreement Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Collateral Trust Agreement Default or any acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any other Shared Collateral Security Document to the Shared Collateral Agent Trustees may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustees. (c) If In case either of the Shared Collateral Agent Trustees shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any other Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared such Collateral AgentTrustee, then and in every such case the Grantors, the Shared Collateral Agent Trustees, the Representatives and the Shared Collateral Secured Parties Holders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such other Shared Collateral Document with respect to the Shared Collateral Trust Estate, the Collateral Account and in all other respects, and thereafter all rights, remedies and powers of the Shared such Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All Each Grantor expressly agrees that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the other Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustees without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustees shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name either of their names as Shared Collateral Agent Trustee and any recovery of judgment shall be held as part of the Collateral Trust Estate; provided that nothing in this Section 4.04(d) shall constitute a waiver of any right that the Shared Collateral Accounts until distribution pursuant Grantors may have or may hereafter acquire to subsection 3.4challenge the amounts outstanding under the Secured Agreements.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Subject Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral of the Subject Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of the Shared Collateral Agent to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Subject Security Document to the Shared Collateral Agent or any other Secured Party may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)other Secured Party. (c) If In case the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Subject Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then and in every such case the GrantorsDebtor, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Subject Security Document with respect to the Shared Subject Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent and the other Secured Parties shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Subject Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation Debt Instrument or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Subject Collateral.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment and performance of the Credit Agreement Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Secured Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee’s rights to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document of the Loan Documents to the Shared Collateral Agent Mortgagee may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Mortgagee, as the Shared Collateral Agent (butcase may be. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral Security Documents is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared the Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or any acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the Grantors, the Shared Collateral Agent Trustee, the Representatives and the Shared Collateral Secured Parties Holders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Collateral Document with respect to the Shared Collateral Trust Estate, the Collateral Account and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All Each Grantor expressly agrees that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held as part of the Collateral Trust Estate; PROVIDED that nothing in this Section 4.04(d) shall constitute a waiver of any defense that the Shared Collateral Accounts until distribution pursuant Company or any other Grantor may have, including the right to subsection 3.4challenge the amounts outstanding under the Secured Agreements or the continued existence of the Lien on the Collateral.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce ---------------------- payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be ---------------------- entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Credit Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Credit Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each case, only at the times such right, power or remedy shall be available to be exercised by exercise of the Shared Collateral Agent remedies provided in accordance this Deed of Trust (including in connection with the terms Assignment of this Intercreditor Agreement Leases, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder remedies except for its gross negligence or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenwillful misconduct. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other 18 17 agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Indenture Trustee or the Secured Parties herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay by or omission by of the Shared Collateral Agent Indenture Trustee or any Secured Party to exercise any right, remedy or power hereunder or under accruing upon the occurrence and continuance of any Shared Collateral Security Document Guarantor Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Guarantor Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Indenture Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butIndenture Trustee, in each case, only at subject to the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms provisions of this Intercreditor Agreement or under any Shared Collateral Security Document)and the other Related Documents. (c) If In case the Shared Collateral Agent Indenture Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security other Related Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentIndenture Trustee or any other Secured Party, then the Grantorsand in every such case DLPT, the Shared Collateral Agent Indenture Trustee and the Shared Collateral other Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Indenture Trustee and the other Secured Parties shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Indenture Trustee without the possession of this Agreement or any Loan Related Document or instrument any other document or Instrument evidencing any of the Secured Obligation Obligations or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Indenture Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Indenture Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral other Trust Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral other Trust Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) statute. No delay or omission by the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under any Shared Collateral other Trust Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral other Trust Security Document to the Shared Collateral Agent may Trustee may, subject to the terms hereof, be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) Trustee. If the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral other Trust Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then the Grantors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) . All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral other Trust Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document Secured Instrument or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(iiSection 5.10(d)(ii), brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved In addition to the Shared Collateral Agent herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative rights and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be remedies available to be exercised by the Shared Collateral Agent in accordance with the terms of Lender under this Intercreditor Agreement or and under any Shared Collateral Security Document). (b) No delay or omission by of the Shared Collateral Agent to exercise any rightLoan Documents, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such rightupon an Event of Default, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent Lender shall have proceeded to enforce all of the remedies of a secured party under the Uniform Commercial Code as adopted in New York or the state in which any rightDeposit Account or where any Property Account is located (the “Uniform Commercial Code”), remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agentincluding, then the Grantorswithout limitation, the Shared Collateral Agent right and the Shared Collateral Secured Parties shall, subject power to any determination in such proceeding, severally take immediate and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the exclusive possession of any Property Account or any Deposit Account and to direct the disposition thereof, without any additional consent or authorization of the Borrower. The Deposit Bank and the Clearing Bank are hereby irrevocably authorized and directed, without any additional consent or authorization of Borrower, to deliver any Property Account or any Deposit Account and all Account Proceeds to Lender upon Lender’s instruction or to follow Servicer’s instructions as to the disposition of any Property Account or any Deposit Account pursuant hereto. The Deposit Bank and the Clearing Bank have no obligation to determine whether an Event of Default has occurred under the Loan Document Documents or instrument evidencing to follow the instructions of the Borrower, but shall act solely at the instruction of the Lender or Servicer disregarding any Secured Obligation instruction of the Borrower. The remedies of the Lender under this Agreement and under the Loan Documents are cumulative, and the exercise of any one or more of the remedies under the foregoing agreements or the production thereof at Uniform Commercial Code shall not be construed as a waiver of any trial or of the other proceeding relative thereto, and any suit or proceeding instituted remedies of the Lender. The acceptance by the Shared Collateral Agent Lender of the security interest granted herein shall benot waive or impair any other security the Lender may have or hereafter acquire, subject nor shall the taking of any such additional security waive or impair the security interest granted hereby, or any term, covenant or condition herein contained, but the Lender may resort to subsections 5.5(c) any security it may have in the order it may deem proper at its sole and 5.10(b)(iiabsolute discretion. The Borrower acknowledges and agrees that all payments from each Property Account and each Deposit Account pursuant to this Agreement are deemed to be made at Borrower’s direction. By exercising any of its rights or remedies under this Agreement (including, without limitation, taking possession of any Property Account or any Deposit Account), brought in its name as Shared Collateral Agent and any recovery of judgment neither Servicer nor Lender shall be held deemed to have exercised any equitable right of setoff or foreclosed any statutory banker’s lien. Accordingly, the exercise of any or all of Servicer’s or Lender’s rights and remedies under this Agreement shall not in any way prejudice or affect Servicer’s or Lender’s right to initiate and complete a judicial or nonjudicial foreclosure under the Shared Collateral Accounts until distribution pursuant to subsection 3.4Mortgages or any of the other Loan Documents. This Agreement evidences the consensual granting of a personal property security interest in each Property Account and each Deposit Account and the Account Proceeds as permitted by the Uniform Commercial Code.

Remedies Not Exclusive. (ai) No remedy conferred upon or reserved to the Shared Collateral Agent herein Trustee in this Agreement or in the Shared Collateral any Security Documents Document is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein in this Agreement or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (bii) No delay or omission by of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (ciii) If In case the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the Grantors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder rights, under this Agreement and under such Security Document with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (div) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Parity Lien Document or instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) No remedy conferred upon 20.5.1 Nothing contained in Articles 20.2 and 20.3 shall limit or reserved prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding an amount equal to the Shared Collateral Agent maximum allowed by any statute or rule of law governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount be greater, equal to or less than the amount of the damages referred to in any of the preceding sections. 20.5.2 In the event of a breach or a threatened breach by Tenant of any of the agreements, terms, covenants or conditions hereof, Landlord shall have the right of injunction to restrain the same and the right to invoke any remedy allowed by law or in equity, as if specific remedies, indemnity or reimbursement were not herein provided. 20.5.3 The rights and remedies given to Lessor in this Lease are distinct, separate and cumulative, and no one of them, whether or not exercised by Lessor, shall be deemed to be in exclusion of any of the other herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at by law or in equity provided. In particular, nothing herein shall be deemed to require Lessor to give any notice prior to the commencement of a summary proceeding for non-payment of Base Rent or Additional Rent or a plenary action for the recovery of Base Rent or Additional Rent. 20.5.4 No receipt of monies by statute (butLessor from Lessee, after the cancellation or termination hereof in each caseany lawful manner shall reinstate, only continue or extend the term, or affect any notice theretofore given to Lessee or operate as a waiver of the right of Lessor to enforce the payment of Basic Rent and Additional Rent then due or thereafter falling due, or operate as a waiver of the right of Lessor to recover possession of the Demised Premises by proper suit, action, proceeding or other remedy; it being agreed that after the service of notice to cancel or terminate as herein provided and the expiration of the time therein specified, after the commencement of any suit, action, proceeding or other remedy, or after a final order or judgment for possession of the Demised Premises, Lessor may demand, receive and collect any monies due, or thereafter falling due, without in any manner affecting such notice, suit, action, proceeding, order or judgment; and any and all monies so collected shall be deemed to be payment on account of the use and occupancy of the Demised Premises, or at the times such rightelection of Lessor, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms on account of this Intercreditor Agreement or under any Shared Collateral Security Document)Lessee's liability hereunder. (b) No delay 20.5.5 The failure of Lessor or omission by Lessee to insist upon a strict performance of any of the Shared Collateral Agent to exercise any rightagreements, remedy or power hereunder or under any Shared Collateral Security Document terms, covenants and conditions hereof shall impair any such right, remedy or power or shall not be construed to be deemed a waiver thereof, of any rights or remedies that Lessor or Lessee may have and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may shall not be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession a waiver of any Loan Document subsequent breach or instrument evidencing default in any Secured Obligation or the production thereof at any trial or other proceeding relative theretoof such agreements, terms, covenants and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4conditions.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved -------------------------- to the Shared Collateral Agent Trustee herein or in the Shared Collateral Trust Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Trust Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under any Shared Collateral Trust Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Trust Agreement or any Shared Collateral Trust Security Document to the Shared Collateral Agent Trustee may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustee. (c) If the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Trust Agreement or any Shared Collateral Trust Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then the GrantorsObligors, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Trust Agreement and the Shared Collateral Trust Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document Secured Instrument or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections Sections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any mariner affect Mortgagee’s right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available given by any of the Loan Documents to be exercised by Mortgagee, or to which it may the Shared Collateral Agent remedies provided in accordance this Mortgage (including, without limitation, in connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent appointment of a receiver and the entry of such receiver on to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement all or any Shared Collateral Security Document to part of the Shared Collateral Agent may be exercised from time to time and as often as may Mortgaged Property), be deemed expedient by the Shared Collateral Agent (buta “mortgagee in possession,” and Mortgagee shall not in any way be made liable for any act, either of commission or omission, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms exercise of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any rightsuch remedies. New Haven County, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.CT

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now 31 30 or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral any Second Priority Guarantee or Second Priority Security Documents Document is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein herein, in any Second Priority Guarantee or in any Shared Collateral Second Priority Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Trustee in exercising or failure by the Collateral Trustee to exercise any right, remedy or power hereunder or under any Shared Collateral Second Priority Guarantee or Second Priority Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereofthereof or acquiescence therein, and every right, power and remedy given by to the Collateral Trustee under this Intercreditor Agreement Trust Agreement, any Second Priority Guarantee or any Shared Collateral Second Priority Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at Trustee or the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Requisite Second Priority Holders. (c) If the Shared Collateral Agent Trustee shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement Trust Agreement, any Second Priority Guarantee or any Shared Collateral Second Priority Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then the GrantorsSatmex, the Shared Collateral Agent Trustee and the Shared Collateral Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement Trust Agreement, the Second Priority Guarantees and the Shared Collateral Second Priority Security Documents may may, to the extent permitted by applicable law, be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Second Priority Document or instrument evidencing any Secured Second Priority Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c8.5(c) and 5.10(b)(ii8.10(b)(ii), brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment of the Noteholder Secured Obligations and performance of the Grantor’s obligations under the Indenture Documents and the Security Documents and to exercise all rights and powers under this Deed of Trust or under any of the other Indenture Documents or Security Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of such obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary’s or Trustee’s right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in their absolute discretion, subject to the terms of the Intercreditor Agreement. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Indenture Documents or Security Documents to Beneficiary or Trustee or to which any Shared Collateral Security Document to the Shared Collateral Agent of them may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agentexercise of such remedies, then the Grantorsexcept for their own bad faith, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder gross negligence or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenwillful misconduct. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Mortgagor Obligation Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Mortgagor Obligation Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession", and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared of the Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent to in the exercise of any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent may be exercised from time to time in accordance herewith or therewith and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If In case the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then and in every such case the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties Holders shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Collateral Document with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation Debt Agreement or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement shall prejudice or in any manner affect Beneficiary’s or Trustee’s right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary or Trustee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Beneficiary, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a “mortgagee in possession,” and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral other Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral other Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral other Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral other Security Document to the Shared Collateral Agent may may, subject to the terms hereof, be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral other Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral other Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document Secured Instrument or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(iiSection 5.10(d)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Security Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary’s or Trustee’s right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary or Trustee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Security Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only without limitation, in connection with the assignment of Rents to Beneficiary, or the appointment of a receiver and the entry of such receiver on to all or any part of the Mortgaged Property), be Project Name - County(ies) deemed a “mortgagee in possession,” and neither Beneficiary nor Trustee shall in any way be made liable for any act, either of commission or omission, in connection with the exercise of such remedies. (b) Without limiting the generality of Section 16(a), except as otherwise provided in Section 16(c) below, neither the enforcement of any of the remedies under Sections 5 and 16 hereof, the security interests under Section 9, the assignment of Rents under Section 10, nor any other remedies afforded to Beneficiary under the Security Documents, at the times such rightlaw or in equity shall cause Beneficiary, power any Lender or remedy shall be available Trustee to be exercised by deemed or construed to be a mortgagee in possession of the Shared Collateral Agent in accordance with Mortgaged Property, to obligate Beneficiary, any Lender or Trustee to lease the terms of this Intercreditor Agreement Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any Shared Collateral Security Document)of the Leases or otherwise. (c) If Notwithstanding the Shared Collateral Agent provisions of Section 16(b) above, Beneficiary shall have proceeded not obtain title to enforce a deed in lieu of foreclosure or otherwise, or take any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder other action with respect to the Shared Collateral and Mortgaged Property, if, as a result of any such action, Beneficiary could, in all other respectsits reasonable judgment be considered to hold title to, and thereafter all rightsto be a “mortgagee-in-possession” of, remedies and powers or to be an “owner” or “operator” of the Shared Collateral Agent shall continue Mortgaged Property within the meaning of Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as though amended, or any comparable law, unless: (i) Beneficiary has previously and reasonably determined, based on a Phase I environmental site assessment (and any additional environmental testing that Beneficiary deems necessary and prudent) of such Mortgaged Property conducted by an independent third party who regularly conducts Phase I environmental site assessments and performed during the 12-month period preceding any such acquisition of title or other action, that the Mortgaged Property is in compliance with applicable environmental laws and regulations and there are no circumstances or conditions present at the Mortgaged Property relating to the use, management or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations; or (ii) in the event that the determination described in clause (i) above cannot be made, Beneficiary has previously and reasonably determined, on the same basis as described in clause (i) above, that it would maximize the recovery to the Secured Parties on a present value basis to acquire title to or possession of the Mortgaged Property and to take such proceeding had been takenremedial, corrective and/or other further actions as are necessary to bring the Mortgaged Property into compliance with applicable environmental laws and regulations and to appropriately address any of the circumstances and conditions referred to in clause (i) above. (d) All rights Beneficiary shall undertake, in good faith, reasonable efforts to make the determination referred to in clause (ii) above, and may conclusively rely on the Phase I environmental site assessment referred to above, and upon an opinion of action counsel, in making such determination. The cost of any such Phase I environmental site assessment and any such opinion of asserting claims upon or under this Intercreditor Agreement counsel, and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession cost of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial Phase II environmental site assessment, additional environmental testing Project Name - County(ies) and remedial, corrective or other further action contemplated by clause (i) or clause (ii) above, shall be paid at the sole expense of Grantor. (e) If the environmental testing contemplated by Section 16(b) above establishes that any of the conditions set forth in clause (i) have not been satisfied with respect to the Mortgaged Property, Beneficiary shall take such action (other than proceeding relative theretoagainst the Mortgaged Property) and, at such time as it deems appropriate, may release all or a portion of such Mortgaged Property from the lien of this Deed of Trust, provided that prior to the release of all or a portion of the Mortgaged Property from the lien of this Deed of Trust (a) Beneficiary shall have notified the Lenders in writing of its intention to so release all or a portion of such Mortgaged Property and any suit or proceeding instituted (b) the holders of a majority of the outstanding principal balance of the Obligations shall not have objected to such release within thirty (30) days of the distribution of the last of such notices. (d) Section 29 of the Deed of Trust is hereby amended by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought deleting such section in its name as Shared Collateral Agent entirety and any recovery of judgment shall be held in replacing it with the Shared Collateral Accounts until distribution pursuant to subsection 3.4.following:

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or Trustee in any of the Shared Collateral other Security Documents is intended to be a limitation or exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral of the other Security Document Documents or now or hereafter existing at law or law, in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Default shall impair any such right, remedy or power or shall be construed to be a waiver thereofof any such Default or any acquiescence therein; and subject to receipt of authorization and direction in an Act of Guaranteed Debtholders, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustee may be exercised by the Collateral Trustee from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)expedient. (c) If In case the Shared Collateral Agent Trustee, at the direction of an Act of Guaranteed Debtholders, shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustee, then and in every such case the Grantors, the Shared Collateral Agent Trustee, the Secured Debt Representatives and the Shared Collateral Secured Parties holders of Guaranteed Obligations shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such other Security Documents with respect to the Shared Collateral and in all other respectsTrust Estate (including, without limitation, the Collateral Account); and thereafter all rights, remedies and powers of the Shared such Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All The Grantors expressly agree that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral other Security Documents may be enforced by the Shared Collateral Agent Trustee, at the direction of an Act of Guaranteed Debtholders, without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Trustee and any recovery of judgment shall be held as part of the Collateral Trust Estate; provided, that nothing in this Section 4.04(d) shall constitute a waiver of any right that the Shared Collateral Accounts until distribution Grantors may have or may hereafter acquire to challenge the amounts outstanding under the Secured Debt Documents or the basis for the direction pursuant to subsection 3.4an Act of Guaranteed Debtholders.

Remedies Not Exclusive. (a) Beneficiary and Mortgage Trustee shall be entitled to enforce payment and performance of all of the Obligations and to exercise all rights and powers under this Deed of Trust, the Guarantees, the Indenture, the Term Loan Agreement, the Note Documents or the Term Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Mortgage Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary or Mortgage Trustee, it being agreed that Beneficiary and Mortgage Trustee shall, to the extent permitted by applicable law, be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Mortgage Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Beneficiary or in the Shared Collateral Security Documents Mortgage Trustee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (butstatute. To the extent permitted by applicable law, in each case, only at the times such right, every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Note Documents or any Shared Collateral Security Document the Term Loan Documents to the Shared Collateral Agent Beneficiary or Mortgage Trustee or to which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Mortgage Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Mortgage Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Beneficiary, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Estate), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof neither Beneficiary nor Mortgage Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment of the Obligations and performance of the Performance Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations and Performance Obligations may now or hereafter be otherwise secured, whether by deed of trust, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary or Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary and Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Beneficiary or in the Shared Collateral Security Documents Trustee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Beneficiary, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a "Beneficiary in possession," and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustees herein or in the Shared Collateral Security Documents is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared the Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of either of the Shared Collateral Agent Trustees to exercise any right, remedy or power hereunder or under accruing upon any Shared Collateral Security Document Actionable Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Actionable Default or any acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral Agent Trustees may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustees. (c) If In case either of the Shared Collateral Agent Trustees shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared such Collateral AgentTrustee, then the Grantorsand in every such case each Pledgor, the Shared Collateral Agent Trustees, the Representatives and the Shared Collateral Secured Parties Holders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such Collateral Document with respect to the Shared Collateral Trust Estate, the Collateral Account and in all other respects, and thereafter all rights, remedies and powers of the Shared such Collateral Agent Trustee shall continue as though no such proceeding had been taken. (d) All Each Pledgor expressly agrees that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustees without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustees shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name either of their names as Shared Collateral Agent Trustee and any recovery of judgment shall be held as part of the Collateral Trust Estate; provided that nothing in this Section 4.04(d) shall constitute a waiver of any right that each Pledgor may have or may hereafter acquire to challenge the Shared Collateral Accounts until distribution pursuant to subsection 3.4amounts outstanding under the Secured Agreements.

Remedies Not Exclusive. (a) Mortgagee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by mortgage, security 18 17 agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner affect Mortgagee's right to realize upon or enforce any other security now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral Security Documents Mortgagee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Mortgagee or any Shared Collateral Security Document to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butMortgagee. In no event shall Mortgagee, in each casethe exercise of the remedies provided in this Mortgage (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Mortgagee, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Mortgaged Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof Mortgagee shall have been discontinued or abandoned not in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. (a) Trustee and Beneficiary, and each of them, shall be entitled to enforce payment and performance of any indebtedness or obligation secured hereby and to exercise all rights and powers under this Deed of Trust or under any Agency Loan Document or other agreement or any law now or hereafter in force, notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by guaranty, mortgage, deed of trust, pledge, lien, assignment, or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee’s or Beneficiary’s right to realize upon or enforce any other security now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security for the obligations hereby secured now or hereafter held by Beneficiary or Trustee in such order and manner as they may in their absolute discretion determine. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Trustee or in the Shared Collateral Security Documents Beneficiary is intended to be exclusive of any other remedy herein, or remediesgranted to Beneficiary under any other agreement, or by law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein given hereunder or in granted to Beneficiary under any Shared Collateral Security Document other agreement, or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Agency Loan Documents to Trustee or any Shared Collateral Security Document Beneficiary or to the Shared Collateral Agent which either of them may be exercised otherwise entitled may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power Trustee or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respectsBeneficiary, and thereafter all rights, remedies and powers either of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents them may pursue inconsistent remedies. Trustor may be enforced joined in any action brought by the Shared Collateral Agent without the possession Beneficiary to foreclose under or otherwise enforce this Deed of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Second Priority Collateral Agent Trustees herein or in the Shared other Second Priority Collateral Security Documents is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared the other Second Priority Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by of either of the Shared Second Priority Collateral Agent Trustees to exercise any right, remedy or power hereunder or under accruing upon any Shared Second Priority Collateral Security Document Trust Agreement Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Second Priority Collateral Trust Agreement Default or any acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared other Second Priority Collateral Security Document to the Shared Second Priority Collateral Agent Trustees may be exercised from time to time and as often as may be deemed expedient by the Shared Second Priority Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Trustees. (c) If In case either of the Shared Second Priority Collateral Agent Trustees shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared other Second Priority Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared such Second Priority Collateral AgentTrustees, then and in every such case the Grantors, the Shared Second Priority Collateral Agent Trustees, the Second Priority Representatives and the Shared Collateral Second Priority Secured Parties Holders shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder and under such other Second Priority Collateral Document with respect to the Shared Second Priority Collateral Trust Estate, the Second Priority Collateral Account and in all other respects, and thereafter all rights, remedies and powers of the Shared such Second Priority Collateral Agent Trustees shall continue as though no such proceeding had been taken. (d) All Each Grantor expressly agrees that all rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared other Second Priority Collateral Security Documents may be enforced by the Shared Second Priority Collateral Agent Trustees without the possession of any Loan Document or debt instrument evidencing any Secured Obligation or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Second Priority Collateral Agent Trustees shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name either of their names as Shared Second Priority Collateral Agent Trustees and any recovery of judgment shall be held as part of the Second Priority Collateral Trust Estate; provided that nothing in this Section 4.04(d) shall constitute a waiver of any right that the Shared Collateral Accounts until distribution pursuant Grantors may have or may hereafter acquire to subsection 3.4challenge the amounts outstanding under the Second Priority Secured Agreements.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustee herein or in the Shared Collateral Security Documents is intended to be a limitation exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared the Collateral Security Document Documents or now or hereafter existing at law or in equity or by statute (butstatute. In addition to all of the rights and remedies set forth in the Collateral Documents, in each casethe Collateral Trustee shall have, only at subject to the times such rightIntercreditor Agreement, power or remedy shall be available all of the rights and remedies of a secured party under the UCC, including, without limitation, the right to be exercised foreclose upon the Trade Creditor Lien granted by the Shared Grantors pursuant to this Agreement in, and rights of setoff against, all Proceeds then held by the Collateral Agent Trustee and to apply all such Proceeds to the payment of the Obligations, subject in accordance with all events to the terms Intercreditor Agreement. The Grantors hereby waive all notices of this any such foreclosure upon and setoff against Proceeds in the possession of the Collateral Trustee, except as otherwise expressly required by the Intercreditor Agreement Agreement, the UCC or under any Shared Collateral Security Document)other applicable law. (b) No delay or omission by of the Shared Collateral Agent Trustee to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document accruing upon the occurrence and continuance of an Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereofof such Event of Default or any acquiescence therein; and, and subject to the Intercreditor Agreement, every right, power and remedy given to the Collateral Trustee by this Intercreditor Agreement or any Shared of the Collateral Security Document to the Shared Collateral Agent Documents may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (butTrustee, in each case, only at case subject to the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agreement. (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in The Grantors expressly agree that all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared any Collateral Security Documents may be enforced by the Shared Collateral Agent Trustee without the possession of any Loan Document or instrument evidencing any Secured Obligation Approved Trade Creditor Accounts or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral Agent Trustee shall be, subject to subsections 5.5(c) and 5.10(b)(ii), be brought in its name as Shared Collateral Agent Trustee, and any recovery of or judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment of the Obligations and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Beneficiary or in the Shared Collateral Security Documents Trustee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or or to the Shared Collateral Agent which either may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Beneficiary, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agentexercise of such remedies, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held except in the Shared Collateral Accounts until distribution pursuant to subsection 3.4event of Beneficiary's gross negligence or willful misconduct.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent herein or in the Shared Collateral other Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral other Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral other Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral other Security Document to the Shared Collateral Agent may may, subject to the terms hereof, be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Agent. (c) If the Shared Collateral Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement or any Shared Collateral other Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral other Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document Secured Instrument or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii)Section 5.10, brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.

Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Shared Collateral Agent Trustees herein or in the Shared Collateral any Guarantee or Security Documents Document is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein herein, in any Guarantee or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay or omission by the Shared Collateral Agent Trustees in exercising or failure by the Trustees to exercise any right, remedy or power hereunder or under any Shared Collateral Guarantee or Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by to the Trustees under this Intercreditor Agreement Trust Agreement, any Guarantee or any Shared Collateral Security Document to the Shared Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral Agent (but, in each case, only at Trustees or the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Required Secured Parties. (c) If the Shared Collateral Agent Trustees shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement Trust Agreement, any Guarantee or any Shared Collateral Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral AgentTrustees, then the GrantorsBorrower, the Shared Collateral Agent Trustees and the Shared Collateral Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent Trustees shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement Trust Agreement, the Guarantees and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent Trustees without the possession of any Loan Secured Instrument, Guarantee, Security Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent Trustees shall be, subject to subsections 5.5(c7.5(c), 7.5(d) and 5.10(b)(ii7.10(b)(ii), brought in its their name as Shared Collateral Agent Trustees and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Trust Estate.

Remedies Not Exclusive. (a) Beneficiary and Trustee shall be entitled to enforce payment of the Indebtedness and performance of the Obligations and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary's or Trustee's right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Shared Collateral Agent herein Beneficiary or in the Shared Collateral Security Documents Trustee is intended to be exclusive of any other remedy herein or remediesby law provided or permitted, but every such remedy each shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document given hereunder or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, statute. Every power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document). (b) No delay or omission by the Shared Collateral Agent to exercise any right, remedy or power hereunder or under any Shared Collateral Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Intercreditor Agreement any of the Loan Documents to Beneficiary or any Shared Collateral Security Document Trustee or to the Shared Collateral Agent which it may otherwise be entitled, may be exercised exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the Shared Collateral Agent (butcase may be. In no event shall Beneficiary or Trustee, in each casethe exercise of the remedies provided in this Deed of Trust (including, only at the times such rightwithout limitation, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance connection with the terms assignment of this Intercreditor Agreement Rents to Beneficiary, or under any Shared Collateral Security Document). (c) If the Shared Collateral Agent shall have proceeded appointment of a receiver and the entry of such receiver on to enforce any right, remedy or power under this Intercreditor Agreement all or any Shared Collateral Security Document part of the Trust Property), be deemed a "mortgagee in possession," and the proceeding for the enforcement thereof neither Beneficiary nor Trustee shall have been discontinued or abandoned in any way be made liable for any reason act, either of commission or shall have been determined adversely to omission, in connection with the Shared Collateral Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties shall, subject to any determination in exercise of such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral Agent shall continue as though no such proceeding had been takenremedies. (d) All rights of action and of asserting claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral Agent without the possession of any Loan Document or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Shared Collateral Agent shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Shared Collateral Agent and any recovery of judgment shall be held in the Shared Collateral Accounts until distribution pursuant to subsection 3.4.

Remedies Not Exclusive. The provisions of this Section 5.8 are subject to the provisions of Section 2.3 hereof. (a) No remedy conferred upon or reserved to the Shared Collateral GIC Issuers, the Security Agent or the Lenders herein or in the Shared Collateral Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Shared Collateral Security Document or now or hereafter existing at law or in equity or by statute (but, in each case, only at the times such right, power or remedy shall be available to be exercised by the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)statute. (b) No delay by or omission by of the Shared Collateral GIC Issuers, the Security Agent or the Lenders to exercise any right, remedy or power hereunder accruing upon the occurrence and continuance of any Event of Default under the Master Notes or Master Agreements or under any Shared Collateral Security Document the Lender Agreements, as applicable, shall impair any such right, remedy or power or shall be construed to be a waiver thereof, of any such Event of Default or an acquiescence therein; and every right, power and remedy given by this Intercreditor Agreement or any Shared Collateral Security Document to the Shared Collateral GIC Issuers or the Security Agent may be exercised from time to time and as often as may be deemed expedient by the Shared Collateral GIC Issuers subject to the provisions of the Master Notes and the Master Agreements or the Security Agent (but, in each case, only at subject to the times such right, power or remedy shall be available to be exercised by provisions of the Shared Collateral Agent in accordance with the terms of this Intercreditor Agreement or under any Shared Collateral Security Document)Lender Agreements. (c) If In case the Shared Collateral GIC Issuers or the Security Agent shall have proceeded to enforce any right, remedy or power under this Intercreditor Agreement Agreement, the Master Notes, the Master Agreements, or any Shared Collateral Security Document Lender Agreement and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Shared Collateral GIC Issuers, the Security Agent or the Lenders, as applicable, then and in every such case FSAM, the GIC Issuers, the Security Agent, then the Grantors, the Shared Collateral Agent and the Shared Collateral Secured Parties Lenders shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Shared Collateral and in all other respects, and thereafter all rights, remedies and powers of the Shared Collateral GIC Issuers and the Security Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting rights to assert claims upon or under this Intercreditor Agreement and the Shared Collateral Security Documents may be enforced by the Shared Collateral GIC Issuers or the Security Agent without the possession of this Agreement, the Master Notes, the Master Agreements, the Credit Agreements or any Loan Document Note issued thereunder, or instrument any other document or “instrument” (within the meaning of the UCC) evidencing any Secured Obligation of the GIC Issuer Obligations or Lender Obligations or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Shared Collateral GIC Issuers or the Security Agent shall beshall, subject to subsections 5.5(c) and 5.10(b)(ii)in the case of the GIC Issuers, be brought in the names of the GIC Issuer’s, or in the case of the Security Agent, in its name as Shared Collateral Agent name, and any recovery of judgment shall be held in as part of the Shared Collateral Accounts until distribution pursuant to subsection 3.4Collateral.