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21.8 Severability of Provisions. No provision of any Loan Document that is held to be <br />unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of <br />the Loan Documents are hereby declared to be severable. <br />21.9 Headings. Article and section headings are included in the Loan Documents for <br />convenience of reference only and shall not be used in construing the Loan Documents. <br />21.10 Conflicts. In the event of any conflict between the provisions of this Agreement and <br />those of any other Loan Document, this Agreement, unless otherwise expressly provided, shall <br />prevail; provided however that, with respect to any matter addressed in both such documents, the <br />fact that one document provides for greater, lesser or different rights or obligations than the other <br />shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be <br />simultaneously enforced or performed. <br />21.11 Time of the Essence. Time is of the essence under this Agreement and in the performance <br />of every term, covenant, and obligation contained herein. <br />21.12 Conflict of Interest. No member, official or employee of the City shall have any direct <br />or indirect interest in this Agreement, nor participate in any decision relating to the Agreement <br />which is prohibited by law. <br />21.13 Warranty Against Payment of Consideration. Developer warrants that it has not paid <br />or given, and will not pay or give, any third person any money or other consideration for <br />obtaining this Agreement. <br />21.14 Nonliability of City Officials and Employees. No member, official or employee of <br />City shall be personally liable to Developer, or any successor in interest, in the event of any <br />default or breach by City or for any amount which may become due to Developer or successor, <br />or on any obligation under the tem-is of this Agreement. <br />21.15 Plans and Data. Should Developer not proceed with the work and construction of the <br />Property, and upon termination of this Agreement for any reason, Developer shall deliver to City <br />any and all plans and data concerning the Property/Project, and City or any person or entity <br />designated by City shall have the right to use such plans and data without compensation to _ <br />Developer. Such right of City shall be subject to any right of the preparer of the plans to their <br />use. <br />21.16 Authority to Enter Agreement. Each undersigned represents and warrants that its <br />signature hereinbelow has the power, authority and right to bind their respective parties to each of <br />the terms of this Agreement, and shall indemnify the City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority or power is not, <br />in fact, held by the signatory or is withdrawn. <br />21.17 Transfer of Developer Limited Partner's Interest. Notwithstanding anything to the <br />contrary in this Agreement or the Loan Documents, no consent shall be required of the City (and <br />