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BMDV-54329\2647924.2 Put Option Agreement - 5 - by Escrow Agent to Beam as consideration for the rights and privileges granted to City/Agency herein, thus making this Put Option Agreement the valid and binding obligation of the Parties. ARTICLE 3 CITY/AGENCY’S DUE DILIGENCE/CONDITION OF THE PROPERTY 3.1 City’s/RDA’s Inspections and Due Diligence. City/Agency acknowledge that, as the prior owners of the Property, as of the Effective Date hereof, City/Agency have conducted their respective examinations, inspections, testing, studies and investigations of the Property, information regarding the Property and such documents applicable to the Property (collectively, the “Due Diligence”). 3.2 Approval of Due Diligence Review. As of the Effective Date, and subject to Beam’s timely delivery of the Put Option Election Notice in accordance with this Put Option Agreement, City/Agency have affirmatively elected to proceed to Closing and shall have no right to terminate or otherwise modify their respective obligations hereunder; provided, however, that City/Agency shall have the right to reasonably approve substantial, material changes in the condition of the Property which significantly decrease the value thereof and which have occurred after the Acquisition Date as a condition precedent to Closing in accordance with Section 8.3.5 hereof. Notwithstanding anything to the contrary in the foregoing, if City/Agency seek to rely on any such disapproval as a basis to not proceed to Closing, then City/Agency shall (a) notify Beam within ten (10) days of City/Agency’s discovery of same; (b) reasonably document with specificity the alleged substantial, material change as well as the significant decrease in value as a result thereof; and (c) provide Beam with a reasonable opportunity to cure by placing the Property in substantially the same condition prior to the alleged change and if Beam elects to so cure and notifies City/Agency accordingly, then (i) the Term shall be extended to allow reasonably sufficient time for said cure to be effectuated, and (ii) once said cure occurs, then this condition precedent shall be considered satisfied and City/Agency shall proceed to Closing. ARTICLE 4 TITLE AND SURVEY 4.1 Title Insurance. At Closing, the Title Company shall issue to City/Agency or be irrevocably committed to issue to City/Agency an ALTA 2006 extended coverage form title policy in such form (including as to endorsements) in the amount of the Purchase Price, insuring that fee simple title to the Real Property is vested in City/Agency subject only to the Permitted Exceptions (the “Title Policy”). City/Agency shall be entitled to request that the Title Company increase the liability of the Title Policy beyond the Purchase Price or request changes or further endorsements to the Title Policy provided that the same shall (a) be at no cost to Beam, (b) impose no additional liability on Beam, (c) not be a condition to the Closing and, accordingly, if City/Agency are unable to obtain any of the foregoing, City/Agency shall nevertheless be obligated to proceed to close the transaction contemplated by