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BMDV-54329\2647924.2 Put Option Agreement - 12 - timely satisfaction or written waiver by the respective dates designated below of the following conditions precedent for Beam’s benefit (the “Beam Conditions Precedent”). 8.2.1 City/Agency’s Deliveries. On or before the Closing Date, City/Agency shall have delivered to Escrow Holder all of the funds and documents as provided in Section 8.6 hereof. 8.2.2 Performance. As of the Closing Date, City/Agency shall not be in material default in the performance of any material covenant or agreement to be performed by City/Agency under this Put Option Agreement. Neither City/Agency nor Beam shall willfully or in bad faith act or fail to act for the purpose of permitting any of the Beam Conditions Precedent to fail. Except as otherwise provided herein, if any of the foregoing Beam Conditions Precedent are not satisfied by the respective dates designated hereunder for any reason other than a default by Beam or City/Agency hereunder, then at Beam’s election with written notice to City/Agency and Escrow Agent this Put Option Agreement shall terminate and neither Party shall have any further rights or obligations under this Put Option Agreement except for those which this Put Option Agreement expressly provides shall survive any termination. Beam shall have the right to waive any of the Beam Conditions Precedent, and the election by Beam to proceed with the Closing shall be deemed Beam’s waiver of any unsatisfied Beam Conditions Precedent to the extent any such Beam Condition(s) Precedent has(have) not been previously satisfied or waived. 8.3 City/Agency’s Conditions to Closing. The Closing and City/Agency’s obligation to consummate the transaction contemplated by this Put Option Agreement are subject to the timely satisfaction or written waiver by the respective dates designated below of the following conditions precedent for City/Agency’s benefit (the “City/Agency Conditions Precedent”): 8.3.1 Beam’s Deliveries. On or before the Closing Date, Beam shall have delivered to Escrow Agent the documents described in Section 8.5 below. 8.3.2 Performance. As of the Closing Date, Beam shall not be in material default in the performance of any material covenant or agreement to be performed by Beam under this Put Option Agreement beyond all applicable notice and cure periods. 8.3.3 Title Policy. As of the Closing Date, the Title Company shall have issued or irrevocably committed to issue the Title Policy to City/Agency as provided in Section 4.1 above. 8.3.4 Representations and Warranties. As of the Closing Date, all representations and warranties of Beam contained in Section 6.1 hereof shall be true and correct in all material respects as of the date made and as of the Closing Date with the same effect as if those representations and warranties were made at and as of the Closing Date. 8.3.5 Changes to Condition of Property. Subject to the obligations set forth in Section 3.2 above, City and Agency shall have reasonably approved any substantial,