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il - -- 07/27/2015 7.3.A. - Page 23 11.1 Protect the public interest. Borrower shall not allow any employee or official of City to have any interest, direct or indirect, in the proceeds of the Loan. 11.2 Fees, commissions, or qifts. Borrower shall pay no fee or commission and make no gifts to any person, exercising any function or responsibility, directly or indirectly, in connection with the administration of the Loan. 11.3 Records. Borrower shall keep such records as may be required by City in connection with the Loan. 11.4 Joint and Several ObliQations. If this Loan Agreement is executed by more than one person as Borrower, the obligations of each shall be joint and several. 11.5 Attornevs' Fees. If either party initiates legal proceedings to interpret or enforce its rights under this Loan Agreement, the Promissory Note, or the Deed of Trust, the prevailing party in such action shall be entitled to an award of reasonable attorneys' fees and costs in additions to any other recovery to which it is entitled under this Loan Agreement, the Promissory Note, or the Deed of Trust. 11.6 No Joint Venture; No Third-Party Beneficiarv. No joint venture or other partnership exists or is created between the Parties by virtue of this Loan Agreement. Except as expressly stated herein, this Loan Agreement does not benefit any third party. 11.7 Successors: Assiqnment. This Loan Agreement shall inure to the benefit of and shall be binding upon the Parties to this Loan Agreement and their respective heirs, executors, administrators, successors and assigns. City shall have the right to assign all of its rights and obligations under this Loan Agreement without the consent of Borrower. 11.8 Entire Agreement: Amendment. This Loan Agreement, the Promissory Note and the Deed of Trust constitute the entire agreement of the Parties with respect to the subject matter hereof. There are no representations, promises, agreements or other understandings between the Parties relating to the subject matter of this Loan Agreement that are not expressed or specifically referenced herein. This Loan Agreement may be modified only by an instrument in writing executed by the Parties or their respective successors in interest. 11.9 Survival: No Merqer. All of the terms, provisions, representations, warranties and covenants of the Parties under this Loan Agreement shall survive the close of escrow of any sale of the Property and shall not be merged in any deed transferring the Property. 11.10 Authoritv and Execution. Each Party represents and warrants that it has full power and authority to enter into this Loan Agreement and to undertake all of its obligations hereunder, that each person executing this Loan Agreement on its behalf is duly and validly authorized to do so. 11.11 Severabilitv. The invalidity or unenforceability of any term or provision of this Loan Agreement shall not impair or affect the remainder of this Loan Agreement, ATTY/RES0.3085/CC RESO RWC FIRE SAFETY FIRST PILOT PROGRAM ATTACHMENT B-LOAN AGREEMENT REV:07-22-15 VR Page 8 of 12 OAK#4815-4791-7093 v1 17 RESO.#15428 MUFF#705