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<br />SR.
<br /> 14.1.3.1 First, to Seller on its own
<br />ELLER EIMBURSEMENT
<br />behalf to reimburse Seller for all costs and expenses reasonably incurred by it including,
<br />but not limited to: salaries of personnel in connection with the recapture, management
<br />and resale of the Property; any payments made or necessary to be made to discharge any
<br />encumbrances or liens existing on the Property (including but not limited to the Loan
<br />Documents) at the time of revesting of title thereto in Seller or to discharge or prevent
<br />from attaching or being made; any subsequent encumbrances or liens due to obligations,
<br />defaults, or acts of Buyer, its successors or transferees; any expenditures made or
<br />obligations incurred with respect to the protecting the Property or any portion thereof;
<br />and any amounts otherwise owing Seller by Buyer and its successor or transferee;
<br />
<br />BR.
<br /> 14.1.3.2 Second, to reimburse Buyer, its
<br />UYER EIMBURSEMENT
<br />successor or transferee, up to the amount equal to, the sum of (a) the Purchase Price made
<br />prior to revesting in the Seller, and (b) the Seller-approved redevelopment costs incurred
<br />by it in making any improvements to the Property or part thereof, less any gains or
<br />income withdrawn or made as to the Property; and
<br />
<br />BS.
<br /> 14.1.3.3 Third, any balance remaining after
<br />ALANCE TO ELLER
<br />any reimbursements shall be retained by Seller.
<br />
<br />15. I
<br />NDEMNIFICATION
<br />
<br /> 15.1 BI.
<br /> Beam shall protect, defend, indemnify and hold harmless
<br />
<br />EAM NDEMNITY
<br />Agency and its elected and appointed officials, employees and agents from any and all
<br />third party claims, demands, suits, penalties, losses, damages, judgments, costs and fees
<br />Claims
<br />of any kind whatever, including attorney fees (“”) arising out of or in any way
<br />resulting from the acts or omissions of Beam’s members, officers, employees, agents,
<br />contractors and/or subcontractors in performing or failing to perform under this
<br />Agreement; provided, however, that Beam shall have no obligation under this section or
<br />this Agreement to indemnify or in any other way provide protection to Agency for
<br />Claims involving Agency’s sole negligence.
<br />
<br />15.2 AI.
<br /> Subject to the limitations of the Oregon Tort Claims Act,
<br />
<br />GENCY NDEMNITY
<br />the Oregon Constitution and all laws applicable to municipal corporations and political
<br />subdivisions of the state, Agency shall protect, defend, indemnify and hold harmless
<br />Beam and its members, officers, employees and agents from any and all Claims arising
<br />out of or in any way resulting from the negligent acts or omissions of Agency officials,
<br />officers, employees, agents, contractors and/or subcontractors in performing or failing to
<br />perform under this Agreement; provided, however, that Agency shall have no obligation
<br />under this section or this Agreement to indemnify or in any other way provide protection
<br />
<br />to Beam for Claims involving Beam’s negligence.
<br />
<br />16. BE/AR.
<br /> This Agreement is binding on and will
<br />INDING FFECTSSIGNMENT ESTRICTED
<br />inure to the benefit of Seller, Buyer, and their respective heirs, legal representatives, successors
<br />and assigns. Nevertheless, Buyer may not assign or transfer its rights under this Agreement
<br />without Seller’s prior written consent, which consent may be withheld for any reason deemed by
<br />Page 21 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008)
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