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(e) IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION, <br />MATTERS OF CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT <br />AND THE OBLIGATIONS ARISING HEREUNDER, THIS AGREEMENT HAS <br />BEEN ENTERED INTO AND DELIVERED IN, AND SHALL BE CONSTRUED IN <br />ACCORDANCE WITH AND GOVERNED BY, THE LAWS OF THE STATE WHERE <br />THE PROPERTY IS LOCATED, WITHOUT GIVING EFFECT TO ANY <br />PRINCIPLES OF CONFLICTS OF LAW. <br />(f) Time is of the essence in the performance of every covenant and <br />agreement contained in this Agreement. <br />(g) If any provision or remedy set forth in this Agreement for any reason shall <br />be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or <br />unenforceability shall not affect any other provision or remedy of this Agreement and this <br />Agreement shall be construed as if such invalid, illegal or unenforceable provision or <br />remedy had never been set forth herein, but only to the extent of such invalidity, illegality <br />or unenforceability. <br />(h) Each party hereto hereby represents and warrants that this Agreement has <br />been duly authorized, executed and delivered by it and constitutes a legal, valid and <br />binding agreement enforceable in all material respects in accordance with its terms. <br />(i) Borrower hereby acknowledges and consents to the execution of this <br />Agreement, and agrees to be bound by the provisions hereof that are applicable to <br />Borrower. Solely as between Senior Lender and Junior Lender, all of the signatories <br />below hereby agree that to the extent of any conflict between the terms and provisions of <br />this Agreement and the terms and provisions of the Senior Loan Documents and/or the <br />Junior Loan Documents respectively, the terms and provisions of this Agreement shall <br />govern and control. By executing this Agreement in the place provided below, Borrower <br />hereby (i) acknowledges the provisions hereof, (ii) agrees not to take any action <br />inconsistent with Senior Lender's rights or Junior Lender's rights under this Agreement, <br />(iii) waives and relinquishes to the maximum extent pennitted by law any and all rights, <br />defenses and claims now existing or hereinafter accruing relating to Junior Lender's <br />forbearance from exercising any rights and remedies pursuant to Section 4 of this <br />Agreement, including, without limitation, any defenses based on the statute of limitations <br />or any equitable defenses, such as laches, and (iv) acknowledges and agrees that (A) this <br />Agreement is entered into for the sole protection and benefit of Senior Lender and Junior <br />Lender (and their respective successors, assigns and participants), and no other person <br />(including Borrower) shall have any benefits, rights or remedies under or by reason of <br />this Agreement, (B) nothing in this Agreement is intended, or shall be construed to, <br />relieve or discharge the obligations or liabilities of any third party (including Borrower <br />under the Senior Loan Documents and the Junior Loan Documents), (c) neither of them <br />nor any of their affiliates shall be, or be deemed to be, beneficiaries of any of the <br />provisions hereof or have any rights hereunder whatsoever, and (D) no provision of this <br />Agreement is intended to, or shall be construed to, give any such third party (including <br />Borrower) any right subrogating to the rights of, or action against, Senior Lender or <br />Junior Lender. <br />Subordination and Interereditor Agreement (HOME) 15 "Clie Guest House <br />