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sending party was not notified or as the result of a refusal to accept delivery shall be deemed <br />receipt of such notice: <br />21.3 Survival of Representations and Warranties. All representations and warranties in the <br />Loan Documents shall survive the making of the Loan(s) described herein and have been or will <br />be relied on by City notwithstanding any investigation made by either party. <br />21.4 No Third Parties Benefited. This Agreement is made for the purpose of setting forth <br />rights and obligations of Developer and the City, and no other person shall have any rights <br />hereunder or by reason hereof. <br />21.5 Binding Effect; Assignment of Obligations. This Agreement shall bind, and shall inure <br />to the benefit of, Developer and City and their respective successors and assigns. Other than as <br />expressly provided to the contrary in this Agreement, Developer shall not assign any of its rights <br />or obligations under any Loan Document without the prior written consent of City, which <br />consent may be withheld in City's sole and absolute discretion. Any such assignment without <br />such consent shalt, at City's option, be void. <br />21.6 Prior Agreements; Amendments; Consents. This Agreement (together with the other <br />Loan Documents) contains the entire agreement between the City and Developer with respect to <br />the Loan and the Property, and all prior negotiations, understandings and agreements are <br />superseded by this Agreement and such other Loan Documents. No modification of any Loan <br />Document (including waivers of rights and conditions) shall be effective unless in writing and <br />signed by the party against whom enforcement of such modification is sought; and then only in <br />the specific instance and for the specific purpose given. <br />21.7 Governing Law. All of the Loan Documents shall be governed by, and construed and <br />enforced in accordance with, the laws of the State of California and Federal law, whichever is <br />more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the <br />Superior Court of the State of California for the County of Orange or the United States District <br />Court of the Central District of California, as City may deem appropriate, in connection withany <br />legal action or proceeding arising out of or relating to this Agreement or the Loan Documents. <br />Assuming proper service of process, Developer also waives any objection regarding personal or <br />in remjurisdiction or venue, <br />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 />39 <br />