Common use of Environmental Report Clause in Contracts

Environmental Report. Within sixty (60) days prior to the expiration of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected by an environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substances. Tenant shall deliver to Landlord a copy of the environmental consultant's report thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed to be that amount so determined by the environmental consultant.

Environmental Report. Within sixty (60a) Buyer may cause to be prepared and delivered at its expense within 60 days prior after the date of this Agreement, a Phase I environmental report for the Real Property. Seller shall cooperate with Buyer and permit access to such Real Property during normal business hours in order for Buyer or its representatives to inspect such property and the expiration related environmental records in the possession of Seller, as necessary for the preparation of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected by an Phase I environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substancesreport. Tenant Buyer shall deliver to Landlord Seller a copy of the any such environmental consultant's report thirty (30within five Business Days of receipt of such report by Buyer. If such environmental report discloses one or more adverse environmental conditions which require remediation under applicable Environmental Law, Seller shall assume full responsibility for remediation of each such environmental condition(s) days prior to the expiration of extent required by applicable Environmental Law (the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as and shall bear all expenses incurred in connection therewith; provided, that Seller shall not be obligated to spend more than $200,000 in connection with the Remediation. Buyer shall give Seller notice confirming that Buyer has delivered to Seller all environmental reports to be prepared pursuant to this Section 7.5, and Seller shall notify Buyer within twenty Business Days after its receipt of such notice if Seller concludes, in its reasonable judgment, that it is or will be unable to complete the Remediation for $200,000 or less (the "Remediation Notice"). If Seller gives a result Remediation Notice, then Buyer may terminate this Agreement pursuant to Section 10.1 (c)(vii) by notice to Seller given within five Business Days of Hazardous Substances the Remediation Notice; provided, that are if within five Business Days after receipt by Seller of Buyer's notice of termination pursuant to Section 10. l(c)(vii), Seller gives notice to Buyer that Seller agrees to bear all costs of Remediation in excess of $200,000, such termination shall be void ab initio and this Agreement shall be deemed not identified in to have been terminated. If Buyer does not terminate this Agreement pursuant to Section 10.1 (c)(vii) within such five Business Day period, (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation Buyer shall be deemed to be that have assumed all liabilities and obligations in connection with the Remediation as of the Closing Date, (ii) Buyer shall receive a credit at the Closing in the amount so determined of $200,000 less the aggregate of all amounts paid by Seller to third parties in connection with the environmental consultantRemediation and (iii) after the Closing Date Seller shall have no obligation or liability with respect to the Remediation or otherwise in connection with any condition referred to in any report prepared and/or delivered pursuant to this Section 7.5.

Environmental Report. Within sixty (60) days prior Prior to the expiration Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Lease Term Environmental Report related to KOLN-TV (the "Former USTs"), or any extension of the Lease Term(ii) cause, if anyat its sole cost and expense, Tenant shall have the Demised Premises thoroughly inspected by an Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Landlord for purposes of determining whether Purchaser (the Demised Premises is free from all Hazardous Substances. Tenant shall deliver "Environmental Consultant") to Landlord a copy perform an investigation, consistent with applicable state regulations (the "Investigation"), of the environmental consultant's report thirty (30) days prior area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the expiration of Former USTs are detected by such Investigation, the Lease TermStockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the report discloses Stockholders do not make such election or the existence Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Hazardous SubstancesInvestigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to which there is required any clean-up the assets currently owned, leased, operated, or controlled by the Company or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances the Subsidiaries that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996has resulted in, or (ii) would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform total cost of remedying any such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlordcondition reported therein. In the event such letter report indicates that such a condition exists, the conditions specified in Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the report require Remediation which date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be completed prior remedied to Purchaser's reasonable satisfaction within ninety (90) days, the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant Purchase Price shall be obligated to reimburse Landlord reduced by the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises determined by Xxxxxxxxxx Xxxxxx or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed Environmental Consultant to be that amount so determined by the environmental consultantreasonably necessary to remedy such condition.

Environmental Report. Within sixty (60a) In connection with a return pursuant to Section 5.2 and Section 14.3, the Lessee shall provide to the Lessor and the Owner Participant, not later than 270 days prior to the expiration Expiration Date, or in connection with a return other than on the Expiration Date, not later than the date of return, an inspection report prepared by a reputable environmental consulting firm (selected by the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected by an environmental consultant Owner Participant and reasonably acceptable to Landlord the Lessee) as to the environmental condition of Clover Unit 1 and the Clover Real Estate and the compliance or non-compliance with applicable environmental laws, in form, scope and substance reasonably satisfactory to the Owner Participant. The costs and expenses of preparing and providing such report shall be for purposes of determining whether the Demised Premises is free from all Hazardous Substances. Tenant shall deliver to Landlord a copy account of the Lessee. The provision of such report shall not relieve the Lessee of liability with respect to environmental consultantconditions, known or unknown, in respect of Clover Unit 1 and the Clover Real Estate, and the Lessee will take any and all actions necessary to ensure that Clover Unit 1 and the Clover Real Estate comply with all such environmental laws. If such report shall indicate that either Clover Unit 1 or the Clover Real Estate is not in compliance with applicable environmental laws, the Lessee shall, within 90 days of the Lessor having received such inspection report, (a) provide the Owner Participant with a remediation plan approved by the applicable Governmental Entity designed to ensure that Clover Unit 1 and the Clover Real Estate will be brought into compliance with applicable environmental laws as promptly as is reasonably practical and without materially adversely affecting the continued operation of Clover Unit 1 and (b) (i) place in escrow funds in an amount corresponding to the Lessor's Percentage of the cost estimate of such remediation plan (as certified by the environmental consulting firm that prepared such report thirty or another expert reasonably satisfactory to the Owner Participant), which escrow shall provide for the payment of the costs of such plan as the same become due and payable or (30ii) days prior make other arrangements that are satisfactory to the Owner Participant, as determined in its sole discretion acting in good faith, for such purposes. The obligations of the Lessee set forth in this Section 5.3 shall survive the termination of this Equipment Operating Lease and the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed to be that amount so determined by the environmental consultant.

Environmental Report. Within sixty The Seller and the Buyer shall within 10 days after the Closing Date instruct Arcadis, or any comparable environmental surveyor (60) days prior the "Surveyor"), to the expiration conduct an environmental survey of the Lease Term or any extension Real Property in order to prepare an update of the Lease Termenvironmental report from Heidemij dated 4 April 1997 (the "Updated Report"), if any, Tenant the scope of which shall have the Demised Premises thoroughly inspected by an environmental consultant be reasonably acceptable to Landlord for purposes both the Seller and the Buyer. The Surveyor shall make available copies of determining whether the Demised Premises is free from all Hazardous SubstancesUpdated Report to the Seller and the Buyer. Tenant shall deliver to Landlord a copy The costs of the environmental consultant's report thirty (30) days prior to survey and the expiration of Updated Report shall be shared equally between the Lease TermSeller and the Buyer. In the event that the Updated Report provides for the advice to conduct a further environmental survey the Seller and the Buyer shall instruct the Surveyor to conduct such further survey and to prepare a further report discloses thereon (the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "RemediationFurther Report") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord). In the event that the conditions specified Updated Report or the Further Report indicates that any part of the Real Property may have been contaminated with any Hazardous Materials and the Buyer is required by the relevant governmental authority to clean-up the relevant part of the Real Property, then the Seller shall indemnify and keep the Buyer harmless on a continuing basis for all costs, expenses and damages incurred in performing such cleaning-up (to the extent such cleaning-up is required under the "state of the art" as it stands at the time of the Closing). The Buyer shall ensure that the Seller will have the opportunity to participate in any discussions regarding the cleaning-up and will appeal against any requirement for cleaning up imposed by the governmental authority, if so required by the Seller, and the Seller shall be entitled to elect the Person(s) who will perform the cleaning-up, provided that such Person(s) is (are) a reputable cleaning company(ies). The Buyer and the Seller will keep each other fully informed about the status of the cleaning-up. The cleaning-up shall take place in the report require Remediation which canmost cost efficient manner as feasible and shall not be completed prior go any further than to the expiration minimum level as required by Environmental Law, under the "state of the Lease Term and Landlord cannot, prior to such completion, lease art" as it stands at the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value time of the Demised Premises, or (2) Closing. This provision shall not preclude the Annual Base Rent, as adjusted, for each day delivery of Buyer from claiming any further amounts from the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver Seller to the Landlord a letter of credit in an amount equal to extent the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall Buyer would be deemed to be that amount so determined by the environmental consultantentitled thereto under Section 3.25.

Environmental Report. Within sixty Buyer shall have received, at Buyer's option and expense, a Phase I environmental site assessment (60the "Environmental Report") days prior to the expiration of the Lease Term or any extension Real Property performed by a nationally recognized environmental firm designated by Buyer and reasonably satisfactory to Seller. If Buyer shall elect to receive an Environmental Report, such Environmental Report shall have been arranged for by Buyer not later than 10 business days from the date hereof and true and complete copies of the Lease Termfinal Environmental Report and all drafts thereof and correspondence relating thereto shall be delivered to Seller not later than 45 days from the date hereof and Buyer will confirm to Seller in writing not later than 45 days from the date hereof which, if any, Tenant terms in the Environmental Report are material adverse environmental conditions within the meaning of this Section 7.08. If prepared, the Environmental Report shall have the Demised Premises thoroughly inspected by an show no environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substances. Tenant shall deliver to Landlord a copy of the environmental consultant's report thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up condition on or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances affecting such Real Property that are not identified in (i) could reasonably be expected to impair the Phase I Environmental Site Assessment Reportuse or value of such Real Property for the continued operation of the CATV Systems as operated by Seller on the Closing Date or subject Buyer to any liability for fines, prepared by AKT Environmental Consultantspenalties, Inc., dated December ____, 1996or cleanup or response costs if Buyer consummates this Agreement, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall would cause a reasonable purchaser experienced in environmental matters to perform such immediately and deliver the Demised Premises further investigation or testing before proceeding with the transfer of the Real Property. Notwithstanding the foregoing, this condition to closing shall not be applicable (a) with respect to any Real Property as to which Buyer shall not have ordered an Environmental Report at least 10 business days from the date hereof, (b) if at Seller's expense, Seller shall have cured all material adverse environmental conditions specified identified to Seller by Buyer in writing not later than 45 days from the date hereof to the level that the appropriate governmental agency determines that no further action is required, or, when no governmental agency is involved in the report "remediated"remediation, to the full satisfaction level that Seller's environmental consultant has certified to Seller and Buyer that all requirements of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed Environmental Law have been satisfied (or provisions reasonably satisfactory to Buyer shall have been made for such cure) prior to the expiration Closing, (c) if the subject parcel of Real Property is retained by Seller and replaced prior to Closing, at Seller's cost, with another parcel of property of substantially equivalent utility, which replacement property shall be fully equipped and operational in all material respects as of the Lease Term Closing or, (d) if Buyer and Landlord cannotSeller mutually agree in writing on adjustments to the Purchase Price, prior payment of insurance proceeds, limitations on the representations of Seller and all other matters with respect to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed to be that amount so determined by the material adverse environmental consultantcondition.

Environmental Report. Within sixty (60) days prior to the expiration of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected by right to obtain an environmental consultant reasonably acceptable to Landlord for purposes of determining whether inspection report on the Demised Premises is free and surrounding property from all Hazardous Substancesa reputable environmental consulting firm selected by Tenant (the "Consultant"). Tenant shall deliver to Landlord a copy of obtain the environmental consultant's inspection report within thirty (30) days prior after the date hereof. If the Consultant's report is unsatisfactory to Tenant because it indicates a reasonable basis to believe Hazardous Substances are present (or there is a threatened release of such Hazardous Substances) on the Demised Premises or anywhere within a proximity thereto which would give Tenant a reasonable basis to believe such Hazardous Substances may spread to the expiration Demised Premises and would require remediation, the Tenant shall notify Landlord within ten (10) days of receipt of such report and Landlord shall have thirty (30) days after receipt of such notice within which to advise Tenant as to whether Landlord will submit a proposal to Tenant of a plan to clean-up or remediate the Hazardous Substances at Landlord's sole expense, and if Landlord will submit such a plan, a copy thereof. If the Landlord's response is not acceptable to Tenant based on the recommendation of Tenant's environmental consultant, or if the time period required to complete the clean-up or remediation is unacceptable to Tenant, Tenant may terminate this Lease and recover any prepaid rent by giving Landlord written notice thereof within ten (10) days after Tenant's receipt of Landlord's response. Tenant shall have no obligation to commence construction of the Lease Term. In the event the report discloses the existence of Building or pay any Hazardous Substances, with respect to which there is required rent unless and until any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared agreed to by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of LandlordLandlord is completed. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration absence of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day Tenant's delivery of the Demised Premises to Landlord Consultant's report within thirty (30) days of the date of this Lease, or in the required condition is delayed beyond the expiration absence of the Lease Term. The Tenant shall also deliver to the Landlord a letter Tenant's notice of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least termination within ten (10) days prior after receipt of Landlord's response to the expiration of the Lease Term. For the purposes of the preceding sentencesuch report, the costs of Remediation Tenant shall be deemed to be that amount so determined by have approved the environmental consultantcondition of the Demised Premises and the provisions of this Section 41 shall be of no further force and effect.

Environmental Report. Within sixty (60) days prior Prior to the expiration Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Lease Term Environmental Report related to KOLN-TV (the "Former USTs"), or any extension of the Lease Term(ii) cause, if anyat its sole cost and expense, Tenant Montgomery Watson or such other xxxxxxxxxnxxx xxnsultant as shall have the Demised Premises thoroughly inspected by an environmental consultant be reasonably acceptable to Landlord for purposes of determining whether Purchaser (the Demised Premises is free from all Hazardous Substances. Tenant shall deliver "Environmental Consultant") to Landlord a copy perform an investigation, consistent with applicable state regulations (the "Investigation"), of the environmental consultant's report thirty (30) days prior area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the expiration of Former USTs are detected by such Investigation, the Lease TermStockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the report discloses Stockholders do not make such election or the existence Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Hazardous SubstancesInvestigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Montgomery Watson or the Enviroxxxxxxx Xxnxxxxxxt to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to which there is required any clean-up the assets currently owned, leased, operated, or controlled by the Company or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances the Subsidiaries that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996has resulted in, or (ii) would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform total cost of remedying any such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlordcondition reported therein. In the event such letter report indicates that such a condition exists, the conditions specified in Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the report require Remediation which date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be completed prior remedied to Purchaser's reasonable satisfaction within ninety (90) days, the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant Purchase Price shall be obligated to reimburse Landlord reduced by the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises determined by Montgomery Watson or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed Enviroxxxxxxx Xxnxxxxxxt to be that amount so determined by the environmental consultantreasonably necessary to remedy such condition.

Environmental Report. Within sixty Buyer shall have received, at Buyer's option and expense, a Phase I environmental site assessment (60the "Environmental Report") days prior to the expiration of the Lease Term or any extension of the Lease TermReal Property performed by a nationally recognized environmental firm designated by Buyer and reasonably satisfactory to Sellers. If Buyer shall elect to receive an Environmental Report, if any, Tenant such Environmental Report shall have been ordered by Buyer not later than fifteen (15) Business Days from the Demised Premises thoroughly inspected by an environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substancesdate hereof. Tenant Buyer shall deliver to Landlord promptly upon receipt provide Sellers with a copy of such Environmental Report. If prepared, the Environmental Report shall show no environmental consultant's report thirty (30) days prior to condition on or affecting such Real Property or the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances CATV Business that are not identified in (i) could reasonably be expected to materially impair the Phase I Environmental Site Assessment Reportuse or value of such Real Property for the continued operation of the CATV Systems as operated by Sellers on the Closing Date or subject Buyer to any material liability for fines, prepared by AKT Environmental Consultantspenalties, Inc., dated December ____, 1996or cleanup or response costs if Buyer consummates this Agreement, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises would cause a reasonable purchaser experienced in environmental matters to proceed with a Phase II environmental site assessment before proceeding with the transfer of the Real Property. Notwithstanding the foregoing, this condition to Closing shall not be applicable (a) with respect to any Real Property as to which Buyer shall not have ordered an Environmental Report within fifteen (15) Business Days from the date hereof, (b) if at Sellers' expense, Sellers shall have cured all material adverse environmental conditions specified identified to Sellers by Buyer in writing to the level that the appropriate governmental agency determines that no further action is required, or, when no governmental agency is involved in the report "remediated"remediation, to the full satisfaction level that Buyer's environmental consultant has certified to Sellers and Buyer that all requirements of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed Environmental Law have been satisfied (or provisions reasonably satisfactory to Buyer shall have been made for such cure) prior to the expiration Closing, (c) if the subject parcel of Real Property is retained by Sellers and replaced prior to Closing, at Sellers' cost, with another parcel of property of substantially equivalent utility, which replacement property shall be fully equipped and operational in all material respects as of the Lease Term Closing or, (d) if Buyer and Landlord cannotSellers mutually agree in writing on adjustments to the Purchase Price, prior payment of insurance proceeds, limitations on the representations of Sellers and all other matters with respect to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed to be that amount so determined by the material adverse environmental consultantcondition.

Environmental Report. Within sixty fifteen (6015) days prior from the date of this Agreement, Seller and the Company, at the Company's expense, shall furnish to the expiration Purchaser a Phase I environmental study and report covering all of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected Company Real Estate and prepared by an environmental consultant reasonably consulting firm mutually acceptable to Landlord for purposes of determining whether Seller and Purchaser (the Demised Premises "Environmental Report"). If the Environmental Report shows any environmental condition that is free from all Hazardous Substances. Tenant shall deliver unacceptable to Landlord a copy of the environmental consultant's report thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous SubstancesPurchaser, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment ReportPurchaser shall, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least within ten (10) days prior to of its receipt of the Environmental Report, notify Seller of such condition(s) and the reasons for Purchaser's objections thereto ("Purchaser's Environmental Objections"). Upon expiration of the Lease Term. For the purposes of the preceding sentencesuch ten-day notification period, the costs of Remediation Purchaser shall be deemed to be have accepted the form and substance of the Environmental Report, except, however, those matters to which Purchaser has timely objected in accordance with the preceding sentence. Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Purchaser's Environmental Objections. Within five days following receipt of Purchaser's Environmental Objections, Seller shall give notice to Purchaser of what actions, if any, that amount so determined Seller proposes to take in order to cure Purchaser's Environmental Objections. If Seller is unable or unwilling to remedy Purchaser's Environmental Objections to the reasonable satisfaction of Purchaser, Purchaser may terminate this Agreement by notice in writing to Seller by the environmental consultantearliest to occur of (i) the Closing Date or (ii) five (5) business days following notice from Seller that it is unable or unwilling to remedy Purchaser's Environmental Objections, in which event, except as expressly provided otherwise in this Agreement, none of the parties hereto shall have any further rights or obligations under this Agreement. If this Agreement is terminated for any reason, Purchaser agrees to immediately return the Current Environmental Report to the Company and to hold the contents thereof strictly confidential. Likewise, pending and following Closing hereunder, Seller, shall hold the Current Environmental Report strictly confidential and shall not disclose the same or its contents to any third party without the prior written consent of Purchaser.

Environmental Report. Within sixty (60) days At any time during the term of the Lease that Lessor has reasonable cause to believe that the Premises contain Hazardous Substances or Lessee has violated any Hazardous Substance Laws, Lessor may require Lessee to provide a Phase I Environmental Report, as Lessee's sole cost. Lessee prior to termination of this Lease, shall remove any and all Hazardous Substances, on the Premises prior to the expiration termination of the Lease Term or any extension of and surrender the Lease Term, if any, Tenant Premises to the Lessor. Lessee shall have the Demised Premises thoroughly inspected provide an additional Phase I Environmental Report by an environmental consultant reasonably a reputable engineering firm acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substances. Tenant shall deliver to Landlord a copy of the environmental consultantLessor, at Lessee's report thirty (30) days sole cost, prior to the expiration termination of the Lease. LESSOR LESSEE XXXX PARTNERS, X.X. XXXXXX VINEYARDS CALIFORNIA INC. BY: XXXXXX VINEYARDS CALIFORNIA INC. ITS: GENERAL PARTNER /s/ XXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------- ---------------------------------- Xxxxx X. Xxxxxx, Vice President Xxxxx X. Xxxxxx, Vice President Finance LEASE RIDER 2 STANDARD OFFICE LEASE This Lease Term. In the event the report discloses the existence Rider is attached to and forms a part of any Hazardous Substancesthat certain Standard Office Lease dated May 10, with respect to which there is required any clean-up or any other form of remediation or other response 1999 by and between XXXX PARTNERS, L.P., (collectively "RemediationLessor") as and Xxxxxx Vineyards California Inc. ("Lessee"). To the extend that the provisions of this Lease Rider are in conflict with the printed provisions of this Lease, the terms and provisions of this Lease Rider shall govern and prevail. AMERICANS WITH DISABILITIES ACT DISCLOSURE The United States Congress has recently enacted the Americans with Disabilities Act. Among other things, this act is intended to make many business establishments equally accessible to persons with a result variety of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996disabilities; modifications to real property may be required; at Landlord's cost. State and local laws also may mandate changes. Mandated changes may be required now, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report future. Lessees should consult attorneys and qualified design professionals of their choice for information regarding these matters. "remediated", to Without limiting the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration generality of the Lease Term and Landlord cannotforegoing, prior to such completionLessee acknowledges he/she shall comply with all governmental rules, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premisesregulations, or (2) requirements regarding environmental laws within the Annual Base Rentrentable space they currently occupy and Americans with Disabilities Act." LESSOR LESSEE XXXX PARTNERS, as adjustedX.X. XXXXXX VINEYARDS CALIFORNIA INC. BY: XXXXXX VINEYARDS CALIFORNIA INC. ITS: GENERAL PARTNER /s/ XXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------- ---------------------------------- Xxxxx X. Xxxxxx, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base RentVice President Xxxxx X. Xxxxxx, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed to be that amount so determined by the environmental consultant.Vice President Finance

Environmental Report. Within sixty forty-five (6045) days prior from the date of this Agreement, Seller and the Company, at Seller's expense, shall furnish to the expiration Purchaser a Phase I environmental study and report covering all of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected Company Real Estate and prepared by an environmental consultant reasonably consulting firm mutually acceptable to Landlord for purposes of determining whether Seller and Purchaser (the Demised Premises "Environmental Report"). If the Environmental Report shows any environmental condition that is free from all Hazardous Substances. Tenant shall deliver unacceptable to Landlord a copy of the environmental consultant's report thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous SubstancesPurchaser, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment ReportPurchaser shall, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least within ten (10) days prior to of its receipt of the Environmental Report, notify Seller of such condition(s) and the reasons for Purchaser's objections thereto ("Purchaser's Environmental Objections"). Upon expiration of the Lease Term. For the purposes of the preceding sentencesuch ten-day notification period, the costs of Remediation Purchaser shall be deemed to be have accepted the form and substance of the Environmental Report, except, however, those matters to which Purchaser has timely objected in accordance with the preceding sentence. Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Purchaser's Environmental Objections. Within five days following receipt of Purchaser's Environmental Objections, Seller shall give notice to Purchaser of what actions, if any, that amount so determined Seller proposes to take in order to cure Purchaser's Environmental Objections. If Seller is unable or unwilling to remedy Purchaser's Environmental Objections to the reasonable satisfaction of Purchaser, Purchaser may terminate this Agreement by notice in writing to Seller by the environmental consultantearliest to occur of (i) the Closing Date or (ii) five (5) business days following notice from Seller that it is unable or unwilling to remedy Purchaser's Environmental Objections, in which event, except as expressly provided otherwise in this Agreement, none of the parties hereto shall have any further rights or obligations under this Agreement. If this Agreement is terminated for any reason, Purchaser agrees to immediately return the Current Environmental Report to the Company and to hold the contents thereof strictly confidential. Likewise, pending and following Closing hereunder, Seller, shall hold the Environmental Report strictly confidential and shall not disclose the same or its contents to any third party without the prior written consent of Purchaser.

Environmental Report. Within sixty (60) Unless the Lessee has exercised its option to purchase the Facility and has paid all amounts due and owing in connection therewith, not less than 90 days and not more than 180 days prior to the expiration last day of the Lease Term (or any extension of the Lease Term, if any, Tenant shall have date on which the Demised Premises thoroughly inspected by an environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises Facility is free from all Hazardous Substances. Tenant shall deliver to Landlord a copy of the environmental consultant's report thirty (30) days prior otherwise returned to the expiration of Owner Trustee or the Lease TermIndenture Trustee, as the case may be), the Lessee shall provide to the Owner Trustee the Owner Participant, and the Indenture Trustee (in the event that the Secured Indebtedness has not been fully paid and satisfied) an inspection report prepared by a reputable environmental consulting firm selected by the Owner Trustee and reasonably satisfactory to the Owner Participant or the Indenture Trustee, as the case may be, certifying whether or not the Site and the Facility are in compliance with CERCLA, RCRA and in all material respects with all other then existing Environmental Laws. In the event that such report indicates that the report discloses Site or the existence of any Hazardous SubstancesFacility is not in compliance with all then existing Environmental Laws or that Remedial Action could be required at the Leased Property, with respect the Owner Trustee or the Indenture Trustee, as the case may be, may elect either (A) to which there deem that the Leased Property is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) returned until the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater earlier of (1) the fair market rental value of date on which the Demised Premises, or Site and the Facility are in compliance with all then existing Environmental Laws and (2) one year after the Annual Base Rent, as adjusted, for each last day delivery of the Demised Premises Term, in which case the Lessee shall continue to Landlord in be obligated under all the terms and conditions of this Lease (including without limitation the provisions relating to insurance, indemnification and risk of loss), except that the Lessee shall not be required condition is delayed beyond to pay Periodic Rent and Periodic Site Rent after the expiration of the Lease Basic Term or any Renewal Term. The Tenant , as the case may be, but the Lessee shall also deliver pay to the Landlord Owner Trustee or the Indenture Trustee, as the case may be, as liquidated damages, and not as a letter penalty, for the failure of credit in the Lessee to return the Leased Property to the Owner Trustee or the Indenture Trustee, as the case may be, at the expiration of the Term as required by the provisions of this Section 16, an amount equal to the costs of Remediation plus either the fair market rental value 120% of the Demised Premises daily equivalent of (y) the arithmetic average of the Periodic Rent during the Basic Term, or (z) if the failure to return occurs after a Renewal Term, the arithmetic average of the Periodic Rent during such Renewal Term, or (B) to terminate this Lease, in which case the Lessee shall pay to the Owner Trustee or the Annual Base RentIndenture Trustee, as adjustedthe case may be, at least ten the Termination Value for the Facility and title to this Facility shall vest in the Lessee upon such payment. If the Owner Trustee or the Indenture Trustee, as the case may be, elects the option specified in clause (10A) days prior above and the Facility has not been properly repaired one year after the last day of the Term, the Lessee shall pay to the expiration of Owner Trustee or the Lease Term. For Indenture Trustee, as the purposes of the preceding sentencecase may be, the costs of Remediation shall be deemed to be that amount so determined by Termination Value for the environmental consultantFacility.

Environmental Report. Within sixty (60) days prior to the expiration of the Lease Term or any extension of the Lease TermBuyer obtaining, if anyat Buyer’s cost, Tenant shall have the Demised Premises thoroughly inspected by a written report from an environmental consultant reasonably acceptable of Buyer’s choosing comprised of a Phase I environmental site assessment performed according to Landlord and stating the opinions as provided in the Standard Practice for purposes Environmental Site Assessments and such further analyses, assessments and reports as required in order to confirm that there are no recognized environmental conditions affecting the Property, and that the soils, groundwater and surface waters on, in, or under the Property do not contain any hazardous substances. Buyer may (but is not obligated to) conduct Phase II investigations if necessary as a result of determining whether matters disclosed in the Demised Premises is free from all Hazardous SubstancesPhase I environmental site assessment, including but not limited to, the right to perform soil borings on the Property. Tenant shall deliver Buyer agrees to Landlord a copy restore, or have its contractors and other agents restore, any land affected by any borings on the Property and after Buyer’s investigation of the Property is complete. Buyer and Seller agree that Buyer’s obligation to restore the Property shall be limited to returning the land affected to the grade existing before the investigations and borings were conducted. If the Phase I environmental consultantassessment report or any subsequent investigations discloses (i) any actual or potential recognized environmental condition which Buyer is unwilling to accept and/or (ii) that there are or may be any hazardous substances located on, in, or under the Property which Buyer is unwilling to accept, then Buyer may provide Seller written notification of its objection to the environmental condition of the Property. In the event that Buyer notifies Seller of an objection to the environmental condition of the Property, Seller shall be granted a reasonable period, not exceeding thirty (30) days, in which to remove Buyer's report objections and, subject to the other limitations and contingencies set forth in this Agreement, the closing date shall be extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, then Buyer may provide Seller written notification of its intent to terminate within thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up thereafter or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation this contingency shall be deemed to waived. The time for closing shall be that amount so determined by the environmental consultantextended accordingly.

Environmental Report. Within sixty fifteen (6015) days prior from the date of this Agreement, the Stock Sellers, the Company, and GSSWD, at their sole expense, shall furnish to the expiration Purchaser Phase I environmental studies and reports covering all of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected Subject Real Estate and prepared by an environmental consultant reasonably consulting firm or firms mutually acceptable to Landlord for purposes of determining whether the Demised Premises Stock Sellers and Purchaser (the "Environmental Reports"). If the Environmental Reports show any environmental condition that is free from all Hazardous Substances. Tenant shall deliver unacceptable to Landlord a copy of the environmental consultant's report thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous SubstancesPurchaser, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment ReportPurchaser shall, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least within ten (10) days prior to of its receipt of the Environmental Reports, notify the Stock Sellers of such condition(s) and the reasons for Purchaser's objections thereto ("Purchaser's Environmental Objections"). Upon expiration of the Lease Term. For the purposes of the preceding sentencesuch ten-day notification period, the costs of Remediation Purchaser shall be deemed to be that amount so determined have accepted the form and substance of the Environmental Reports, except, however, those matters to which Purchaser has timely objected in accordance with the preceding sentence. The Stock Sellers, the Company, and GSSWD shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Purchaser's Environmental Objections. Within five days following receipt of Purchaser's Environmental Objections, the Stock Sellers, the Company, and GSSWD shall give notice to Purchaser of what actions, if any, they propose to take in order to cure Purchaser's Environmental Objections. If they are unable or unwilling to remedy Purchaser's Environmental Objections to the reasonable satisfaction of Purchaser, Purchaser may terminate this Agreement by notice in writing to the Stock Sellers by the environmental consultantearliest to occur of (i) the Closing Date or (ii) five (5) business days following notice from the Stock Sellers, the Company, and GSSWD that they are unable or unwilling to remedy Purchaser's Environmental Objections, in which event, except as expressly provided otherwise in this Agreement, none of the parties hereto shall have any further rights or obligations under this Agreement. If this Agreement is terminated for any reason, Purchaser agrees to immediately return the Environmental Reports to the Company and to hold the contents thereof strictly confidential. Likewise, pending and following Closing hereunder, the Stock Sellers, the Company, and GSSWD shall hold the Environmental Reports strictly confidential and shall not disclose the same or their contents to any third party without the prior written consent of Purchaser.

Environmental Report. Within sixty (60a) Buyer may cause to be prepared and delivered at its expense within 60 days prior after the date of this Agreement, a Phase I environmental report for the Real Property. Seller shall cooperate with Buyer and permit access to such Real Property during normal business hours in order for Buyer or its representatives to inspect such property and the expiration related environmental records in the possession of Seller, as necessary for the preparation of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected by an Phase I environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substancesreport. Tenant Buyer shall deliver to Landlord Seller a copy of the any such environmental consultant's report thirty (30within five Business Days of receipt of such report by Buyer. If such environmental report discloses one or more adverse environmental conditions which require remediation under applicable Environmental Law, Seller shall assume full responsibility for remediation of each such environmental condition(s) days prior to the expiration of extent required by applicable Environmental Law (the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as and shall bear all expenses incurred in connection therewith; provided, that Seller shall not be obligated to spend more than $200,000 in connection with the Remediation. Buyer shall give Seller notice confirming that Buyer has delivered to Seller all environmental reports to be prepared pursuant to this Section 7.5, and Seller shall notify Buyer within twenty Business Days after its receipt of such notice if Seller concludes, in its reasonable judgment, that it is or will be unable to complete the Remediation for $200,000 or less (the "Remediation Notice"). If Seller gives a result Remediation Notice, then Buyer may terminate this Agreement pursuant to Section 10.1(c)(vii) by notice to Seller given within five Business Days of Hazardous Substances the Remediation Notice; provided, that are if within five Business Days after receipt by Seller of Buyer's notice of termination pursuant to Section 10.1(c)(vii), Seller gives notice to Buyer that Seller agrees to bear all costs of Remediation in excess of $200,000, such 35 termination shall be void ab initio and this Agreement shall be deemed not identified in to have been terminated. If Buyer does not terminate this Agreement pursuant to Section 10.1(c)(vii) within such five Business Day period, (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation Buyer shall be deemed to be that have assumed all liabilities and obligations in connection with the Remediation as of the Closing Date, (ii) Buyer shall receive a credit at the Closing in the amount so determined of $200,000 less the aggregate of all amounts paid by Seller to third parties in connection with the environmental consultantRemediation and (iii) after the Closing Date Seller shall have no obligation or liability with respect to the Remediation or otherwise in connection with any condition referred to in any report prepared and/or delivered pursuant to this Section 7.5.

Environmental Report. Within sixty (60) days prior to the expiration of the Lease Term or any extension of the Lease TermBuyer obtaining, if anyat Buyer’s cost, Tenant shall have the Demised Premises thoroughly inspected by a written report from an environmental consultant reasonably acceptable of Buyer’s choosing comprised of a Phase I environmental site assessment performed according to Landlord and stating the opinions as provided in the Standard Practice for purposes Environmental Site Assessments and such further analyses, assessments and reports as required in order to confirm that there are no recognized environmental conditions affecting the Property, and that the soils, groundwater and surface waters on, in, or under the Property do not contain any hazardous substances. Buyer may (but is not obligated to) conduct Phase II investigations if necessary as a result of determining whether matters disclosed in the Demised Premises is free from all Hazardous SubstancesPhase I environmental site assessment, including but not limited to, the right to perform soil borings on the Property. Tenant shall deliver Buyer agrees to Landlord a copy restore, or have its contractors and other agents restore, any land affected by any borings on the Property and after Buyer’s investigation of the Property is complete. Buyer and Seller agree that Buyer’s obligation to restore the Property shall be limited to returning the land affected to the grade existing before the investigations and borings were conducted. If the Phase I environmental consultantassessment report or any subsequent investigations discloses (i) any actual or potential recognized environmental condition which Buyer is unwilling to accept and/or (ii) that there are or may be any hazardous substances located on, in, or under the Property which Buyer is unwilling to accept, then Buyer may provide Seller written notification of its objection to the environmental condition of the Property. In the event that Buyer notifies Seller of an objection to the environmental condition of the Property, Seller shall be granted a reasonable period, not exceeding thirty (30) days, in which to remove Buyer's report objections and, subject to the other limitations and contingencies set forth in this Agreement, the closing date shall be extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, then Buyer may provide Seller written notification of its intent to terminate within thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up thereafter or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, or (ii) the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", to the full satisfaction of Landlord. In the event the conditions specified in the report require Remediation which cannot this contingency will be completed prior to the expiration of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Termdeemed waived. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall time for closing will be deemed to be that amount so determined by the environmental consultantextended accordingly.

Environmental Report. Within sixty (60) days prior to the expiration of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected by an environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substances. Tenant shall deliver or shall cause to Landlord be delivered to Tenant a copy of the environmental consultant's report thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment Reportcertified to Landlord and Tenant ("REPORT") with respect to the Land, prepared by AKT Environmental Consultantsa qualified, Inc., dated December ____, 1996nationally recognized third-party environmental consulting firm on or before the Commencement Date. Tenant agrees not to release the Report, or (ii) a copy of it, or any part of it, or disclose any of the Baseline Environmental Assessment, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified information contained in the report "remediated", Report to any third party (other than Tenant's counsel) without the full satisfaction express prior written consent of Landlord. In Such consent shall not be unreasonably withheld as long as the event proposed party to whom the conditions specified report is given executes a letter agreement containing covenants similar to this Section 29(d). Tenant releases Landlord for any inaccuracies, omissions, or errors contained in the report require Remediation which canReport. Tenant agrees that it will not rely on the Report and it will make whatever independent investigation it feels is necessary to investigate the environmental and other conditions of the Land. Tenant agrees that Landlord has no duty to correct any inaccuracies, errors, or omission in the Report, to supplement the Report with any additional information, or to provide Tenant with any information concerning the environmental conditions of the Land. Tenant agrees that Landlord considers the Report to be completed prior confidential proprietary information and Tenant agrees to maintain the confidentiality and security of the Report information in accordance with the highest standards of confidentiality and security associated with the protection of "trade secrets." Landlord hereby expressly disclaims responsibility for the investigation of the Land by Tenant and further disclaims any responsibility for the contents of the Report. Tenant's obligations pursuant to this Section 29(e) shall survive the expiration or termination of this Lease. Landlord represents and warrants to Tenant that to Landlord's actual, current knowledge, there are no Hazardous Materials in, on or under the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, Project except as adjusted, for each day delivery of the Demised Premises to Landlord set forth in the required condition is delayed beyond the expiration of the Lease TermReport. The Tenant shall also deliver to the Landlord a letter of credit As used in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs phrase "to Landlord's actual, current knowledge" shall mean the actual (not constructive) knowledge of Remediation Andrew S. Lowe as of the date hereof without any duty or obligation xx xxxxxx, xxxuire or make independent inquiry or investigation of any such representation, warranty or statement. Tenant acknowledges and agrees that Andrew S. Lowe shall not be deemed to be that amount so determined by the environmental consultantpersonally liable or have any personal lxxxxxxxx xxxxx or in connection with this Lease.

Environmental Report. Within sixty At least 40 days before the FCC Order (60or such longer period if necessary to avoid a delay of the Closing), Purchaser may elect, at its expense, to commission a Phase I environmental review of the Transmitter Site, using environmental consultants reasonably acceptable to Seller. The Seller will provide access to the Transmitter Site for the environmental consultants and will reasonably cooperate with such consultants in the preparation of their report. To the extent that such report reveals items affecting the Transmitter Site that cause the representations and warranties contained in Section 3.6(c) days to be untrue (the "Remediation Activities"), Purchaser will provide a notice to the Seller listing the Remediation Activities and Purchaser's estimate of the costs to be borne by the Seller in connection with the Remediation Activities. Upon receipt of such notice, the Seller will either (i) complete the Remediation Activities prior to the expiration of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Demised Premises thoroughly inspected by an environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substances. Tenant shall deliver to Landlord a copy of the environmental consultant's report thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) the Phase I Environmental Site Assessment Report, prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Closing or (ii) authorize Purchaser to deduct the Baseline Environmental Assessmentestimated cost of the Remediation Activities from the purchase price and to place such deducted funds in an escrow account (from which the actual costs of the Remediation Activities shall be paid and any remaining funds after completion of the Remediation Activities, together with any interest earned on such escrowed funds, shall be refunded to Seller); provided, however, that Seller's liability under this Section 5.5 shall not exceed an aggregate of $5.0 million. If Seller in good faith disputes the findings of the environmental consultants, it shall cause to be prepared by AKT Environmental Consultantsother findings from an independent environmental consultant disputing the Remediation Activities and present them to Purchaser. If the parties cannot agree upon the Remediation Activities, Inc., dated December ____, 1996, Tenant shall perform such immediately and deliver the Demised Premises with the conditions specified in the report "remediated", issue will be presented to an independent environmental consultant mutually acceptable to the full satisfaction parties (and whose fees and expenses will be borne equally by the parties), and the determination of Landlord. In the event the conditions specified in the report require Remediation which cannot such independent environmental consultant shall be completed prior to the expiration determinative of the Lease Term and Landlord cannot, prior to such completion, lease the Demised Premises to another party, Tenant shall be obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed to be that amount so determined by the environmental consultantActivities.