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BMDV-54329\2647924.2 Put Option Agreement - 6 - this Put Option Agreement without reduction of or set off against the Purchase Price, and (d) the Closing shall not be delayed as a result of City/Agency’s request. ARTICLE 5 REMEDIES AND DEPOSIT INSTRUCTIONS 5.1 Permitted Termination; Beam Default. If the sale of the Property is not consummated due to the uncured default of this Put Option Agreement by Beam, City/Agency shall have the right as their sole and exclusive remedy, to terminate this Put Option Agreement by written notice to Beam, promptly after which the Purchase Price funds held in escrow (and interest earned thereon) shall be disbursed to City/Agency, and City/Agency shall release Beam by way of documentation in form and substance reasonably acceptable to Beam from all other liability and recovery, including, without limitation, specific performance and damages of any sort. Notwithstanding anything to the contrary contained herein, Beam shall not be deemed in default unless and until City/Agency provide Beam with written notice of such default and Beam fails to cure such default within five (5) business days of its receipt of such written notice. 5.2 Permitted Termination; City/RA Default. If the sale of the Property is not consummated due to the uncured default of this Put Option Agreement by City/Agency, then, as Beam’s sole and exclusive remedy, Beam shall have the right to initiate a suit for specific performance of this Put Option Agreement against City/Agency within ninety (90) days of the date the Closing was otherwise to occur. Notwithstanding anything to the contrary contained herein, City/Agency shall not be deemed in default unless and until Beam provides City/Agency with written notice of such default and City/Agency fail to cure such default within thirty (30) days of their receipt of such written notice. 5.3 Escrowed Funds Instructions. The Escrow Agent shall invest the amount in Escrow in accounts that are federally insured or that invest solely in government securities and shall be applied in accordance with the terms of the Purchase Agreement and this Put Option Agreement. Interest earned thereon shall be added to the funds held in Escrow. ARTICLE 6 REPRESENTATIONS, WARRANTIES; AS-IS; WAIVERS AND RELEASES 6.1 Beam’s Representations and Warranties. Beam represents and warrants to City/Agency the following: 6.1.1 Status. Beam is a limited liability company duly organized or formed, validly existing and in good standing under the laws of the State of California and qualified to transact business and in good standing in the State of California. 6.1.2 Authority. The execution and delivery of this Put Option Agreement and the performance of Beam’s obligations hereunder have been or will be duly authorized by all necessary action on the part of Beam, and this Put Option Agreement constitutes the legal, valid and binding obligation of Beam, subject to equitable principles and principles governing creditors’ rights generally.