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ARTICLE 5. INDEMNITY REQUIREMENTS <br /> <br /> 5.1 Indemnity. Borrower shall defend the Indemnities from and against all claims, liability, costs, expenses, loss or damages of any nature whatsoever, including reasonable <br />attorney’s fees, arising from the sole negligence or willful misconduct of Borrower. <br /> <br />ARTICLE 6. <br />DEFAULT AND REMEDIES 6.1 Events of Default. Each of the following events will constitute an event of <br />default (“Event of Default”) under the Loan Documents: <br /> <br />(a) Intentional misrepresentation by Borrower to the City that results in a material adverse effect on the City; and <br />(b) Borrower engages in intentional misconduct and fails to fulfill its material <br />obligations under the Loan Documents. <br /> 6.2 Declaring Default. Whenever any Event of Default has occurred, other than <br />failure to pay any sums due, the City shall give written notice of default to the Borrower. If the <br />default is not cured within sixty (60) business days after the date of such notice, or such longer <br />period of time necessary to cure the violation so long as a cure is being diligently prosecuted to <br />completion, the City may enforce its rights and remedies under Section 6.3 below. <br /> 6.3 Remedies. Upon the occurrence of any Event of Default and following the <br />expiration of all applicable notice and cure periods, the City's remedies shall be limited to either <br />of the following: <br /> (a) Accelerate and declare the entire unpaid and unforgiven principal balance of the Note, together with interest accrued thereon, and terminate this Agreement; or <br /> <br />(b) Seek specific performance to require Borrower to perform its obligations <br />and covenants under the Loan Documents. In no event shall Borrower be liable to the City for monetary damages to the City due to an <br />Event of Default. <br />ARTICLE 7. <br />MISCELLANEOUS 7.1 Relationship of Parties. Nothing contained in this Agreement shall be construed <br />as creating the relationship of employer and employee or principal and agent between City and <br />Borrower or Borrower’s agents or employees, and Borrower shall at all times be deemed a <br />borrower and shall be wholly responsible for the manner in which it or its agents, or both, perform under this Agreement. <br />134