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BMDV-54329\2647924.2 Put Option Agreement - 11 - Beam against liability for personal injury, bodily injury, death, and damage to property occurring in, on or about, or resulting from the use or occupancy of the Property (or any portion thereof, with combined single limit coverage of at least One Million Dollars ($1,000,000.00). 7.1.3 not enter into any leases or similar occupancy agreements for any portion of the Property that would not be terminable by Beam as of the Closing Date, except with City/Agency’s prior written consent; 7.1.4 not enter into any new contract for the provision of goods or services to or with respect to the Property that would not be terminable by Beam as of the Closing Date, except with City/Agency’s prior written consent; 7.1.5 not make any material changes to the Improvements or the Property except with City/Agency’s prior written consent, not to be unreasonably withheld, delayed or conditioned; 7.1.6 from and after the Effective Date, Beam shall not remove from the Property any fixtures or articles of Personal Property that were located at the Property as of the Acquisition Date except as may be necessary for repairs (provided that, once repaired, such item shall be promptly returned), or the discarding of worn out items (provided that such items are replaced with items of approximately equal or better quality) or obsolescent or useless items and except as necessary to comply with any applicable law or governmental order; and 7.1.7 Beam (a) shall promptly deliver written notice to City/Agency of (and, if the same may adversely affect City/Agency or the Property, defend at Beam expense) all actions, suits, claims and other proceedings affecting the Property, or the use, possession or occupancy thereof first arising on or after the Effective Date, and (b) shall not settle any insurance claims or other litigation that would materially and adversely affect the Property following the Closing without City/Agency’s prior written consent, which may be given or withheld in City/Agency’s sole and absolute discretion. ARTICLE 8 CLOSING AND CONDITIONS 8.1 Escrow Instructions. Upon execution of this Put Option Agreement, the Parties hereto shall deposit an executed counterpart of this Put Option Agreement with the Title Company, and this Put Option Agreement shall serve as escrow instructions to the Title Company as the Escrow Holder for consummation of the purchase and sale contemplated hereby. Beam and City/Agency agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Put Option Agreement; provided, however, that in the event of any conflict between the provisions of this Put Option Agreement and any supplementary escrow instructions, the terms of this Put Option Agreement shall control absent any mutual written agreement to the contrary. 8.2 Beam’s Conditions to Closing. The Closing and Beam’s obligations with respect to the transaction contemplated by this Put Option Agreement are subject to the