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understandings and agreements are superseded by this Agreement and such other Loan <br />Documents. No modification of any Loan Document (including waivers of rights and <br />conditions) shall be effective unless in writing and signed by the party against whom <br />enforcement of such modification is sought, and then only in the specific instance and for <br />the specific purpose given. <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 <br />Federal law, whichever is more stringent. Developer irrevocably and unconditionally <br />submits to the jurisdiction of the Superior Court of the State of California for the Comity <br />of Orange or the United States District Court of the Central District of California, as City <br />may deem appropriate, in connection with any legal action or proceeding arising out of or <br />relating to this Agreement or the Loan Documents. Assuming proper service of process, <br />Developer also waives any objection regarding personal or in rem jurisdiction or 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 <br />all 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 <br />Loan 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 />the performance of every term, covenant, and obligation contained herein. <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 />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 />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 Linder the terms of this Agreement. <br />42 <br />25C -46 <br />