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described herein and have been or will be relied on by City notwithstanding any <br />investigation made by either party. <br />21.4. No Third Parties Benefited. This Agreement is made for the purpose of <br />setting forth rights and obligations of Developer and the City, and no other person shall <br />have any rights hereunder or by reason hereof. <br />21.5. Reserved. <br />21.6. Prior Agreements; Amendments; Consents. This Agreement (together <br />with the other Loan Documents) contains the entire agreement between the City and <br />Developer with respect to the City/HOME-ARP Loan and the Property, and all prior <br />negotiations, understandings and agreements are superseded by this Agreement and such <br />other Loan Documents. No modification of any Loan Document (including waivers of <br />rights and conditions) shall be effective unless in writing and signed by the party against <br />whom enforcement of such modification is sought, and then only in the specific instance <br />and for the specific purpose given. Notwithstanding the foregoing, that certain Density <br />Bonus Agreement approved by City and recorded against the Property on June 29, 2022, <br />as Instrument No. 2022000231667 shall remain an encumbrance on the Property subj ect to <br />the provisions of the City Affordability Restrictions on Transfer of Property. <br />21.7. Governing Law. All of the Loan Documents shall be governed by, and <br />construed and enforced in accordance with, the laws of the State of California and Federal <br />law, whichever is more stringent. Developer irrevocably and unconditionally submits to <br />the jurisdiction of the Superior Court of the State of California for the County of Orange <br />or the United States District Court of the Central District of California, as City may <br />reasonably deem appropriate, in connection with any legal action or proceeding arising out <br />of or relating to this Agreement or the Loan Documents. Assuming proper service of <br />process, Developer also waives any objection regarding personal or in rem jurisdiction or <br />venue. <br />21.8. Severability of Provisions. No provision of any Loan Document that is <br />held to be unenforceable or invalid shall affect the remaining provisions, and to this end all <br />provisions of the Loan Documents are hereby declared to be severable. <br />21.9. Headings. Article and section headings are included in the Loan <br />Documents for convenience of reference only and shall not be used in construing the Loan <br />Documents. <br />21.10. Conflicts. In the event of any conflict between the provisions of this <br />Agreement and those of any other Loan Document, this Agreement, unless otherwise <br />expressly provided, shall prevail; provided however that, with respect to any matter <br />addressed in both such documents, the fact that one document provides for greater, lesser <br />or different rights or obligations than the other shall not be deemed a conflict unless the <br />applicable provisions are inconsistent and could not be simultaneously enforced or <br />performed. <br />21.11. Time of the Essence. Time is of the essence under this Agreement and in <br />55 <br />W ISEPIace Pennanent supportive Housing <br />City HOME -ARP Loan Agreement <br />