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BMDV-54329\2647924.2 Put Option Agreement - 7 -
<br />6.1.3 Non-Contravention. The execution and delivery of this Put
<br />Option Agreement by Beam and the consummation by Beam of the transactions contemplated
<br />hereby will not conflict with, result in a breach of, or constitute a default under the organizational
<br />documents of Beam, any note or other evidence of indebtedness, any mortgage, deed of trust or
<br />indenture, or any lease or other material agreement or instrument to which Beam is a party or by
<br />which Beam may be bound and, in either case, that would have a material and adverse effect on
<br />Beam’s ability to consummate the transactions contemplated by this Put Option Agreement.
<br />6.1.4 Non-Foreign Entity. Beam is not a “foreign person” or “foreign
<br />corporation” as those terms are defined in the Internal Revenue Code of 1986, as amended, and
<br />the regulations promulgated thereunder.
<br />6.1.5 Bankruptcy. Beam has not (i) commenced a voluntary case, or
<br />had entered against it a petition, for relief under any federal bankruptcy act or any similar
<br />petition, order or decree under any federal or state law or statute relative to bankruptcy,
<br />insolvency or other relief for debtors, (ii) caused, suffered or consented to the appointment of a
<br />receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or
<br />foreign judicial or non-judicial proceedings, to hold, administer and/or liquidate all or
<br />substantially all of its property, or (iii) made an assignment for the benefit of creditors.
<br />6.1.6 Contracts. There are no service, maintenance, operating, repair,
<br />supply, consulting, professional service, advertising or other contracts to which Beam, or its
<br />agents, representatives, employees or predecessors in interest is a party, relating to the operation
<br />or management of the Property that shall be binding upon City/Agency at the Closing.
<br />6.2 City/Agency’s Independent Investigation, Waivers and Disclaimers.
<br />6.2.1 Investigations. Subject to Beam’s compliance with its obligations
<br />under this Put Option Agreement, City/Agency have been given a full opportunity to inspect and
<br />investigate each and every aspect of the Property, either independently or through agents of
<br />City/Agency’s choosing, including, without limitation:
<br />(a) All matters relating to title, together with all governmental
<br />and other legal requirements such as taxes, assessments, zoning, use permit requirements, and
<br />building codes;
<br />(b) The physical condition and aspects of the Property,
<br />including, without limitation, the interior, the exterior, the square footage within the
<br />Improvements on the Real Property, the structure, the paving, the utilities, and all other physical
<br />and functional aspects of the Property, including, without limitation, an examination for the
<br />presence or absence of hazardous substances, which shall be performed or arranged by
<br />City/Agency at City/Agency’s sole expense;
<br />(c) Any easements and/or access rights affecting the Property;
<br />(d) All other matters of material significance affecting the
<br />Property.
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