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ATTY/RESO.0020/CC RESO APPROVING AMENDMENTS TO HPP GUIDELINES – EXHIBIT B REV: 05-04-26 LF Page 20 of 86 b. Any communication, whether written or oral, that Borrower may receive from any governmental, judicial or legal authority, giving notice of any claim or assertion that any portion of the Property, the Rehabilitation Work [For Expiring Covenant Loans, delete highlighted language] or the Development fail in any respect to comply with any Governmental Requirement; c. Any default by any contractor, design professional, subcontractor, material supplier or surety in the performance of its or their obligations with respect to the construction, or any material adverse change in the financial condition or operations of any of them; d. Any material adverse change in the physical condition of the Property (including any damage suffered as a result of earthquakes or floods), or in Borrower’s business condition (financial or otherwise), operations, properties or prospects, or Borrower’s ability to repay the Loan; or e. The institution of any litigation, arbitration or governmental proceeding, or the rendering of a judgment or decision in such litigation or proceeding, which may cause a material adverse effect to Borrower, the Property or the completion of the construction. 409. Insurance. To protect City against all insurable Claims resulting from the actions of Borrower in connection with this Agreement, at the sole cost and expense of Borrower, Borrower shall maintain for the Development insurance in accordance with the Insurance Requirements attached hereto as Attachment No. 8 and incorporated herein by this reference. 410. Indemnity. 410.1 Borrower Indemnity Obligations. Borrower shall indemnify, defend, and hold the City and its elected officials, officers, employees and agents (collectively “City Parties”) harmless against any and all claims, suits, actions, losses, and liability of every kind, nature and description made against it and expenses (collectively “Claims”) which arise out of or in connection with this Agreement to the extent such Claims arise from any wrongful intentional act or negligence of Borrower. Borrower shall also indemnify City Party against any and all of the following: (a) any application made by or at Borrower’s request; (b) any agreements that Borrower (or anyone claiming by or through Borrower) makes with a Third Person regarding the Property or the Rehabilitation Work; (c) any workers compensation claim or determination relating to any employee of Borrower or their contractors; (d) any Prevailing Wage Action relating to this Agreement or the Rehabilitation Work; (e) any claim for relocation benefits arising from the Rehabilitation Work conducted at the Development; and (e) any Environmental Claim attributable to any action or failure to act by Borrower. Borrower assumes the risk of delays and damages that may result to Borrower from any Third Person legal actions related to City’s approval of this Agreement or any associated approvals, even in the event that an error, omission or abuse of discretion by City is determined to have occurred. If a Third Person files a legal action regarding City’s approval of this Agreement or any associated approval (exclusive of legal actions alleging violation of Government Code Section 1090 by elected officials of City), Borrower shall indemnify City Party against such Third Person legal action, including all legal costs, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action. City shall reasonably cooperate in its defense in any legal action subject to this Section 410 subject