SHALL BE OBLIGATED
TO ADVISE BUYER IN WRITING ("SELLER'S CURE NOTICE") WITHIN THREE (3) BUSINESS
DAYS AFTER BUYER DELIVERS ANY TITLE OBJECTION NOTICE, WHICH (IF ANY) OF THE
OTHER DEFECTS SPECIFIED IN THE APPLICABLE TITLE OBJECTION NOTICE SELLER IS
WILLING TO CURE (THE "SELLER'S CURE ITEMS").
IF SELLER DELIVERS A SELLER'S CURE
NOTICE, AND IDENTIFIES ANY SELLER'S CURE ITEMS, SELLER SHALL BE UNCONDITIONALLY
OBLIGATED TO CURE OR REMOVE THE SELLER'S CURE ITEMS PRIOR TO THE CLOSING.
IN
THE EVENT THAT SELLER FAILS TO TIMELY DELIVER A SELLER'S CURE NOTICE, OR IN THE
EVENT THAT SELLER'S CURE NOTICE (SPECIFYING SELLER'S CURE ITEMS) DOES NOT
INCLUDE EACH AND EVERY OTHER DEFECT SPECIFIED IN EACH TITLE OBJECTION NOTICE,
THEN BUYER MAY EITHER (A) ELECT TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO
SELLER, IN WHICH EVENT THE PROVISIONS OF SECTION 21.8 GOVERNING A PERMITTED
TERMINATION BY BUYER SHALL APPLY, OR (B) PROCEED TO CLOSE, ACCEPTING TITLE TO
THE PROPERTY SUBJECT TO THOSE OTHER DEFECTS NOT INCLUDED IN SELLER'S CURE
NOTICE.
FOR PURPOSES OF THIS AGREEMENT, THE TERM, "PERMITTED EXCEPTIONS," SHALL
MEAN BOTH (I) ALL LIENS, CLAIMS, ENCUMBRANCES, RESTRICTIONS, COVENANTS,
CONDITIONS, MATTERS OR EXCEPTIONS TO TITLE (OTHER THAN LIQUIDATED DEFECTS) THAT
ARE SET FORTH IN THE TITLE EVIDENCE, BUT NOT OBJECTED TO BY BUYER IN A TITLE
OBJECTION NOTICE; AND (II) ANY OTHER DEFECTS THAT SELLER ELECTS, OR IS DEEMED TO
HAVE ELECTED, NOT TO CURE, BUT DESPITE WHICH, PURSUANT TO (B) ABOVE, BUYER
NEVERTHELESS ELECTS TO CLOSE.
6.
LEASEBACK.
CONCURRENTLY WITH THE CONSUMMATION OF THE CLOSING,
BUYER (AS LANDLORD) AGREES TO LEASE TO NATIONAL RV INC. ("TENANT"), AND SELLER
AGREES TO CAUSE TENANT, ITS
WHOLLY-OWNED SUBSIDIARY, TO LEASE FROM BUYER, THE
PROPERTY, PURSUANT TO A LEASE AGREEMENT (THE "NATIONAL RV LEASE") TO BE
FINALIZED AND READY FOR EXECUTION ON OR PRIOR TO THE REVIEW PERIOD EXPIRATION
DATE.
THE NATIONAL RV LEASE SHALL, AMONG OTHER THINGS, (I) PROVIDE THAT TENANT,
SHALL PAY INITIAL BASE RENT TO BUYER, AS LANDLORD, IN THE AMOUNT OF $0.38 PER
SQUARE FOOT OF THE BUILDINGS PER MONTH, WHICH BASE RENT AMOUNT SHALL INCREASE
BY, ON A COMPOUND BASIS, 3% DURING EACH YEAR OF THE TERM; (II) PROVIDE FOR AN
INITIAL LEASE TERM OF TEN (10) YEARS, WITH TWO (2) FIVE (5) YEAR RENEWAL
OPTIONS, WITH BASE RENT DURING THE RENEWAL PERIODS BEING DETERMINED AT THEN-FAIR
MARKET VALUE (WHICH BASE RENT AMOUNT SHALL INCREASE BY, ON A COMPOUND BASIS, 3%
PER ANNUM); (III) PROVIDE THAT SELLER (A) EXECUTE A GUARANTY OF THE LEASE IN A
FORM MUTUALLY AGREED TO BY BUYER AND SELLER (THE "GUARANTY"), AND (B) DELIVER A
LETTER OF CREDIT TO BUYER, AS LANDLORD, AS A SECURITY DEPOSIT IN CONNECTION WITH
THE NATIONAL RV LEASE, IN AN AMOUNT AND IN A FORM MUTUALLY AND
7
REASONABLY AGREED TO BY BUYER AND SELLER ("LETTER OF CREDIT"); (IV) BE AN
ABSOLUTE NET LEASE WHEREIN TENANT SHALL BE RESPONSIBLE FOR THE REAL ESTATE
TAXES, GROUND MAINTENANCE, UTILITIES, INSURANCE COSTS AND THE REPAIR AND
MAINTENANCE OF THE BUILDINGS, INCLUDING, BUT NOT