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<br /> 46 <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 <br />all provisions of the Loan Documents are hereby declared to be severable. <br /> <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 <br />Loan Documents. <br /> <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 /> <br />21.11 Time of the Essence. Time is of the essence under this Agreement and in <br />the performance of every term, covenant, and obligation contained herein. <br /> <br />21.12 Conflict of Interest. No member, official or employee of the City shall <br />have any direct or indirect interest in this Agreement, nor participate in any decision <br />relating to the Agreement which is prohibited by law. <br /> <br />21.13 Warranty Against Payment of Consideration. Developer warrants that <br />it has not paid or given, and will not pay or give, any third person any money or other <br />consideration for obtaining this Agreement. <br /> <br />21.14 Nonliability of City Officials and Employees. No member, official or <br />employee of City shall be personally liable to Developer, or any successor in interest, in <br />the event of any default or breach by City or for any amount which may become due to <br />Developer or successor, or on any obligation under the terms of this Agreement. <br /> <br />21.15 Plans and Data. As additional collateral for the Loan, Developer hereby <br />grants to the City a security interest in all plans and data concerning the Property, subject <br />to the rights of any Senior Lender. Such right of City shall be subject to any right of the <br />preparer of the plans to their use. <br /> <br />21.16 Authority to Enter Agreement. Each undersigned represents and warrants <br />that its signature hereinbelow has the power, authority and right to bind their respective <br />parties to each of the terms of this Agreement, and shall indemnify the City fully, including <br />reasonable costs and attorney’s fees, for any injuries or damages to City in the event that the <br />signatory had actual knowledge that such authority or power was not, in fact, held by the <br />signatory or that it would be imminently withdrawn. <br /> <br /> <br />EXHIBIT 3