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BMDV-54329\2647924.2 Put Option Agreement - 13 - material changes in the condition of the Property which have significantly decreased the value thereof and occurred after the Acquisition Date. Neither City/Agency nor Beam shall willfully or in bad faith act or fail to act for the purpose of permitting any of the City/Agency Conditions Precedent to fail. If any of the City/Agency Conditions Precedent set forth in this Put Option Agreement are not timely satisfied for any reason other than a default by Beam or City/Agency hereunder, then at City/Agency’s election by written notice to Beam and Escrow Agent this Put Option Agreement shall terminate and neither Party shall have any further rights or obligations under this Put Option Agreement with respect to the Property except for those which this Put Option Agreement expressly provides shall survive any termination. Notwithstanding the foregoing, City/Agency shall have the right to waive, in their sole and absolute discretion, any of the City/Agency Conditions Precedent, and the election by City/Agency to proceed with the Closing with the actual knowledge that a City/Agency Condition Precedent has not been satisfied, shall be deemed City/Agency’s waiver of such City/Agency Condition Precedent to the extent any such City/Agency Condition Precedent has not been previously satisfied or waived. 8.4 Closing. 8.4.1 Closing Date. The closing hereunder following the satisfaction or waiver of all conditions under Sections 8.2 and 8.3 above (“Closing” or “Close of Escrow”) shall be held and delivery of all items to be made at the Closing under the terms of this Put Option Agreement shall be made through escrow at Escrow Agent’s office no later than thirty (30) days after the date that Beam delivers the Put Option Election Notice to City/Agency on such date and time as City/Agency and Beam may mutually agree upon in writing (the “Closing Date”). Except as otherwise expressly provided in this Put Option Agreement, such date may not be extended without the prior written approval of both Beam and City/Agency. 8.4.2 Deposit of Funds. In sufficient time to allow disbursement to Beam on the Closing Date (which shall in no event be required to be more than one (1) business day prior to the Closing Date), City/Agency shall deposit in Escrow with the Escrow Agent all costs and amounts to be paid by City/Agency at the Closing pursuant to the terms of this Put Option Agreement, by instructing Escrow Agent to disburse such funds to Beam at the Closing or by Federal Reserve wire transfer of immediately available funds to an account to be designated by the Escrow Agent. 8.5 Beam’s Closing Documents and Other Items. At least one (1) business day before the Closing Date, Beam shall deposit into Escrow the following items: 8.5.1 A duly executed and acknowledged Grant Deed in the form attached hereto as Exhibit B (the “Deed”); 8.5.2 An affidavit pursuant to Section l445(b)(2) of the Code, and on which City/Agency is entitled to rely, stating that Beam is not a “foreign person” within the meaning of Section l445(f)(3) of the Code and a California 593-C Certificate (the “Tax Certificates”);