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Addresses for notice may be changed as required by written notice to all other parties. <br />All notices personally served shall be effective when actually received. All notices <br />mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. <br />The foregoing notwithstanding, the non - receipt of any notice as the result of a change of <br />address of which the sending party was not notified or as the result of a refusal to accept <br />delivery shall be deemed receipt of such notice. <br />21.3 Survival of Representations and Warranties. All representations and <br />warranties in the Loan Documents shall survive the making of the Loan described herein <br />and have been or will be relied on by City notwithstanding any investigation made by <br />either party. <br />21.4 No Third Parties Benefited. This Agreement is made for the purpose of <br />setting forth rights and obligations of Developer and the City, and no other person shall <br />have any rights hereunder or by reason hereof. <br />21.5 Binding Effect; Assignment of Obligations. This Agreement shall bind, <br />and shall inure to the benefit of, Developer and City and their respective successors and <br />assigns. Other than as expressly provided to the contrary in this Agreement, Developer <br />shall not assign any of its rights or obligations under any Loan Document without the <br />prior written consent of City, which consent may be withheld in City's sole and absolute <br />discretion. Any such assignment without such consent shall, at City's option, be void. <br />21.6 Prior Agreements; Amendments; Consents. This Agreement (together <br />with the other Loan Documents) contains the entire agreement between the City and <br />Developer with respect to the Loan and the Property, and all prior negotiations, <br />understandings and agreements are superseded by this Agreement and such other Loan 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 County <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 />40 <br />