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of which the sending party was not notified or as the result of a refusal to accept delivery <br />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(s) described herein <br />and have been or will be relied on by Agency 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 Agency, 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 Agency 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 prior <br />written consent of Agency, which consent may be withheld in Agency's sole and absolute <br />discretion. Any such assignment without such consent shall, at Agency'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 Agency 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understandings and agreements are superseded by this Agreement and such other Loan 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 Federal <br />law, whichever is more stringent. Developer irrevocably and unconditionally submits to <br />the jurisdiction of the Superior Court of the State of California for the County of Orange <br />or the United States District Court of the Central District of California, as Agency may <br />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 all <br />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 Loan <br />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 />80A -165 <br />