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9.A. - Page 38 <br /> attorneys' fees and costs in additions to any other recovery to which it is entitled <br /> under this Loan Agreement, the Promissory Note, or the Deed of Trust. <br /> 12.6 No Joint Venture; No Third-Party Beneficiary. No joint venture or other <br /> partnership exists or is created between the Parties by virtue of this Loan <br /> Agreement. Except as expressly stated herein, this Loan Agreement does not <br /> benefit any third party. <br /> 12.7 Successors; Assignment. This Loan Agreement shall inure to the benefit of and <br /> shall be binding upon the Parties to this Loan Agreement and their respective <br /> heirs, executors, administrators, successors and assigns. City shall have the <br /> right to assign all of its rights and obligations under this Loan Agreement without <br /> the consent of Borrower. <br /> 12.8 Entire Agreement; Amendment. This Loan Agreement, the Promissory Note and <br /> the Deed of Trust constitute the entire agreement of the Parties with respect to <br /> the subject matter hereof. There are no representations, promises, agreements <br /> or other understandings between the Parties relating to the subject matter of this <br /> Loan Agreement that are not expressed or specifically referenced herein. This <br /> Loan Agreement may be modified only by an instrument in writing executed by <br /> the Parties or their respective successors in interest. <br /> 12.9 Survival; No Merger. All of the terms, provisions, representations, warranties and <br /> covenants of the Parties under this Loan Agreement shall survive the close of <br /> escrow of any sale of the Property and shall not be merged in any deed <br /> transferring the Property. <br /> 12.10 Authority and Execution. Each Party represents and warrants that it has full <br /> power and authority to enter into this Loan Agreement and to undertake all of its <br /> obligations hereunder, that each person executing this Loan Agreement on its <br /> behalf is duly and validly authorized to do so. <br /> 12.11 Severability. The invalidity or unenforceability of any term or provision of this <br /> Loan Agreement shall not impair or affect the remainder of this Loan Agreement, <br /> and the remaining terms and provisions hereof shall not be invalidated but shall <br /> remain in full force and effect. <br /> 12.12 Waiver; Modification. No waiver or modification of this Loan Agreement or any <br /> covenant, condition, or limitation herein contained shall be valid unless in writing <br /> and duly executed by the Party to be charged therewith. No evidence or any <br /> waiver or modification shall be offered or received in evidence in any proceeding, <br /> arbitration, or litigation between the Parties arising out of or affecting this Loan <br /> Agreement or the rights or obligations of any Party hereunder, unless such <br /> waiver or modification is in writing and duly executed as aforesaid. The <br /> provisions of this section may not be waived except as herein set forth. A waiver <br /> or breach of any covenant, condition or provision of this Loan Agreement shall <br /> not be deemed a waiver of any other covenant, condition or provision hereof. <br /> 12.13 Construction. The section headings and captions used in this Loan Agreement <br /> are for convenience of reference only and shall not modify, define, limit or amplify <br /> any of the terms or provisions hereof. This Loan Agreement shall not be <br /> ATTY/RES0.3085/CC RESO RWC FIRE SAFETY FIRST PILOT PROGRAM ATTACHMENT B-LOAN AGREEMENT <br /> REV:05-11-15 VR <br /> Page 9 of 12 <br />