WBT-AM Transmitter Site.
(a) Buyer will be granted a perpetual interest in the WBT Land for $1 per year pursuant to a lease agreement with respect to the use of the land (“WBT Lease”) and a deed of trust with respect to Buyer’s interest in the event of a sale of the WBT Land (“WBT Deed of Trust”). The form of the WBT Lease and the WBT Deed of Trust will be mutually agreed to by the parties, in good faith, prior to Closing and the forms thereof shall be consistent with customary industry AM land leases and real estate provisions, provided that Buyer’s use of the WBT Land shall not be exclusive but shall be subject to the requirements set forth herein and in the WBT Lease and WBT Deed of Trust. Buyer will own all improvements on the WBT Land.
(b) If Seller or its successors decide to sell the WBT Land (which sale shall be subject to Buyer’s (and its successor’s) continuing right to use the property pursuant to the WBT Lease and the WBT Deed of Trust), then proceeds will be used to first reimburse Buyer for the estimated cost, as mutually agreed upon by Seller and Buyer, (or actual cost if Buyer elects to relocate) of relocating WBT-AM (including new land, towers, etc.) and Buyer and Seller (or their respective successors) shall split the remaining profits as follows: with 60% to Seller and 40% to Buyer.
(c) If Seller or its successors desire to develop the WBT Land (by allowing its use by any third party in any manner), then Seller (or its successors) shall not do so
without the prior written consent of Buyer or its successor, such consent not to be unreasonably withheld; provided that Buyer’s failure to consent to develop the WBT Land shall not be deemed to be unreasonable if such development would impair or interfere with Buyer’s use of the site consistent with its past practices. If the parties consent to development of the WBT Land (which shall be subject to Buyer’s (and its successor’s) continuing right to use the property pursuant to the WBT Lease and the WBT Deed of Trust), proceeds will be used to first reimburse Buyer (or its successor) for
the estimated cost, as mutually agreed upon by Seller and Buyer (or their respective successors), (or actual cost if Buyer elects to relocate) of relocating WBT-AM (including new land, towers, legal fees, lease costs, etc.) and Buyer and Seller (or their respective successors) shall split the remaining profits as follows: with 60% to Seller and 40% to Buyer.