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BMDV-54329\2647924.2 Put Option Agreement - 2 - <br />ARTICLE 1 <br /> <br />CERTAIN DEFINITIONS <br />1.1 Definitions. Capitalized terms used and not otherwise defined herein <br />have the meaning ascribed to them in the Purchase Agreement. The Parties hereby agree that the <br />following terms shall have the meanings hereinafter set forth, such definitions to be applicable <br />equally to the singular and plural forms, and to the masculine and feminine forms, of such terms: <br />1.1.1 “Acquisition Date” shall have the meaning set forth in Recital B <br />above. <br />1.1.2 “Beam’s Warranties” shall mean all of Beam’s covenants, <br />obligations, indemnities, representations and warranties under this Put Option Agreement and <br />any Closing documents, but subject to any express limitations on survival or liability contained <br />herein or therein. <br />1.1.3 “CEQA” shall mean the California Environmental Quality Act <br />(Pub. Res. Code § 21000 et seq.) and the CEQA Guidelines (Cal. Code of Reg., Tit. 14, § 15000 <br />et seq.). <br />1.1.4 “City Discretionary Entitlements” shall have the meaning set <br />forth in Section 4 of the Fifth Amendment. <br />1.1.5 “City Discretionary Entitlements Litigation” shall mean any <br />third-party litigation filed challenging the City Discretionary Entitlements, the Purchase <br />Agreement and/or this Put Option Agreement, including, without limitation, on grounds under <br />CEQA, the Planning and Zoning laws (Gov’t Code §§ 65000-66499.58), the Subdivision Map <br />Act (Gov’t Code §§ 66410-66499.40), and/or the Surplus Lands Act (Gov’t Code § 54220 et <br />seq.). <br />1.1.6 “Closing” and “Close of Escrow” shall have the meaning ascribed <br />in Section 8.4.1 below. <br />1.1.7 “Closing Date” shall mean the date set forth in Section 8.4.1 <br />below. <br />1.1.8 “Effective Date” is defined in the introductory paragraph of this <br />Put Option Agreement. <br />1.1.9 “Improvements” shall mean, collectively, the buildings, <br />improvements, parking lots and structures located on the Property. <br />1.1.10 “Land” shall mean the real property, as described on Exhibit A <br />attached hereto and incorporated herein by this reference. <br />1.1.11 “Permitted Exceptions” shall mean and include all of the <br />following: (a) all “Permitted Exceptions” as defined in the Purchase Agreement; (b) title