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f►�Ijf DTiZ11 %3 OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR ITEM OR TYPE OF MORTGAGED PROPERTY ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. Section 9.10 Headings. The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections Section 9.11 Severability. If any provision of this Deed of Trust shall be held by any court of competent jurisdiction to be unlawful, void or unenforceable for any reason, such provision shall be deemed severable from and shall in no way af'f'ect the enforceability and validity of the remaining pro- visions of this Deed of Trust. Section 9.12 Entire Agreement. This Deed of Trust and the other Loan Documents embody the entire agreement and understanding between Grantor and Beneficiary relating to the subject matter hereof and thereof' and supersede all prior agreements and understandings between such parties relating to the subject matter hereof' and thereof. Accordingly, the Loan Documents may not be contra- dicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties There are no unwritten oral agreements between the parties Section 9.13 Reserved. Section 9.14 Subrogation. If' any or all of the proceeds of the Secured Obligations are used to extinguish, extend or renew any indebtedness heretofore existing against the Mortgaged Prop- erty, then, to the extent of the funds so used, Beneficiary and the other Secured Parties shall be subrogated to all of the rights, claims, liens, titles, and interests existing against the Mortgaged Property heretofore held by, or in Favor of, the holder of such indebtedness and such former rights, claims, liens, titles, and interests, if any, are not waived but rather are continued in full force and effect in favor of Beneficiary and the other Secured Parties and are merged with the lien and security interest created herein as cumula- tive security for the repayment and performance of the Secured Obligations, Section 9.15 Concerning Administrative Agent. (a) Administrative Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of administrative Agent hereunder are subject to the provisions of the Credit Agreement, Administrative Agent shall have the right hereunder to make demands, to give no- tices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including without limitation the release or substitution of all or a portion of the Mortgaged Property), in accordance with this Deed of Trust and the Credit Agreement, Administrative Agent may employ agents and attor- neys -in -fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys -in -fact selected by it in good faith, Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in the Credit Agreement. Upon the ac- ceptance of any appointment as Administrative Agent by a successor Administrative Agent, that succes- sor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privi- leges and duties of the retiring Administrative Agent under this Deed of Trust, and the retiring Adminis- trative Agent shall thereupon be discharged from its duties and obligations under this Deed of Trust. Af- ter, any retiring Administrative Agent's resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Deed of Trust while it was Administrative Agent. (b) Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Mortgaged Property in its possession if' such Mortgaged Property is ac- -15-