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21.10 Conflicts. In the event of any conflict between the provisions of this Agreement <br />and those of any other Loan Document, this Agreement, unless otherwise expressly <br />provided, shall prevail; provided however that, with respect to any matter addressed in both <br />such documents, the fact that one document provides for greater, lesser or different rights <br />or obligations than the other shall not be deemed a conflict unless the applicable provisions <br />are inconsistent and could not be simultaneously enforced or perfonned. <br />21.11 Time of the Essence. Time is of the essence under this Agreement and in the <br />performance 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 <br />direct or indirect interest in this Agreement, nor participate in any decision relating to the <br />Agreement which is prohibited by law. <br />21.13 Warranty Aeainst Payment of Consideration. Developer warrants that it has <br />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 Citv Officials and Employees. No member, official or employee <br />of City shall be personally liable to Developer, or any successor in interest, in the event of <br />any default or breach by City or for any amount which may become due to Developer or <br />successor, or on any obligation under the tenns of this Agreement. <br />21.15 Plans and Data. Where Developer does not proceed with the work and <br />construction of the Project, and when this Agreement is terminated with respect thereto for <br />any reason, Developer shall deliver to City any and all plans and data concerning the <br />Property, and City or any person or entity designated by City shall have the right to use <br />such plans and data without compensation to Developer. Such right of City shall be subject <br />to any right of the preparer of the plans to their use. <br />21.16 Authority to Enter Agreement. Each undersigned represents and warrants that its <br />signature herein below has the power, authority and right to bind their respective parties to <br />each of the terms of this Agreement, and shall indemnify the City fully, including reasonable <br />costs and attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />21.17 Transfer of Developer Limited Partner's Interest. Notwithstanding anything to <br />the contrary in this Agreement or the Loan Documents, no consent shall be required of the <br />City (and it shall not be deemed a default or an Event of Default under any of the Loan <br />Documents), in connection with the transfer and/or the assignment by the Developer's <br />limited partner. <br />21.18 Removal of Developer's General Partner. Notwithstanding anything to the <br />contrary in this Agreement or the Loan Documents, the removal and/or replacement of a <br />General Partner for cause in accordance with the Partnership Agreement shall not require <br />the consent of the City and shall not constitute a default or an Event of Default under this <br />Agreement or the Loan Documents or accelerate the maturity of the City Loan. If the <br />Developer's limited partner exercises its right to remove a General Partner, City will not <br />