LIMITED TO, THE ROOF, HVAC
EQUIPMENT, PLUMBING LINES AND PARKING LOTS; (VI)
PROVIDE THAT TENANT MAY ASSIGN
OR SUBLET A PORTION OF THE PREMISES PROVIDED SELLER OBTAINS BUYER'S PRIOR
WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED
OR DELAYED; AND (V) PROVIDE THAT TENANT MAY FREELY SUBLET OR ASSIGN ITS INTEREST
IN THE NATIONAL RV LEASE WITHOUT OBTAINING BUYER'S PRIOR WRITTEN CONSENT TO AN
ENTITY THAT ACQUIRES SUBSTANTIALLY ALL OF THE ASSETS OF TENANT AS A RESULT OF A
MERGER OR CONSOLIDATION OR TO AN ENTITY THAT HAS A CONTROLLING INTEREST IN
TENANT PROVIDED THAT SUCH TRANSFER IS FOR A BONA FIDE PURPOSE AND NOT
PRINCIPALLY FOR THE PURPOSE OF TRANSFERRING TENANT'S LEASEHOLD ESTATE; AND (VI)
PROVIDE THAT SELLER MAY ASSIGN ITS OBLIGATIONS UNDER THE GUARANTY AND LETTER OF
CREDIT, PROVIDED SELLER OBTAINS BUYER'S PRIOR WRITTEN CONSENT, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED AND DELAYED; IT BEING AGREED
THAT IT IS UNREASONABLE FOR BUYER TO WITHHOLD ITS CONSENT TO SUCH AND ASSIGNMENT
OF OBLIGATIONS IN THE EVENT SELLER NO LONGER OWNS A CONTROLLING INTEREST IN
TENANT AND THE TANGIBLE NET WORTH (AS DETERMINED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")) OF THE PROPOSED REPLACEMENT GUARANTOR
IS NOT LESS THAN THE TANGIBLE NET WORTH (AS DETERMINED IN ACCORDANCE WITH GAAP)
OF SELLER AS OF THE DATE OF THE GUARANTY.
THE NATIONAL RV LEASE SHALL BE BASED
ON THE MOST RECENT AIR SINGLE TENANT LEASE-NET FORM, CONTAINING REVISIONS AS
MUTUALLY AND REASONABLY AGREED TO BY BUYER AND TENANT.
BUYER AND SELLER SHALL
NEGOTIATE THE NATIONAL RV LEASE IN GOOD FAITH AND SHALL USE GOOD FAITH,
REASONABLE EFFORTS TO FINALIZE THE TERMS OF THE NATIONAL RV LEASE AS SOON AS IS
REASONABLY POSSIBLE.
AS SOON AS BUYER AND SELLER AGREE UPON THE TERMS OF
NATIONAL RV LEASE, BUYER AND SELLER SHALL EXECUTE AN AMENDMENT TO THE AGREEMENT
MEMORIALIZING THE TERMS OF THE NATIONAL RV LEASE AND, AT CLOSING, BUYER SHALL
DELIVER ITS COUNTERPART TO THE NATIONAL RV LEASE AND SELLER SHALL DELIVER
TENANT'S COUNTERPART TO THE NATIONAL RV LEASE INTO ESCROW.
7.
SELLER'S REPRESENTATIONS AND WARRANTIES.
SELLER REPRESENTS AND
WARRANTS TO BUYER THAT THE FOLLOWING MATTERS ARE TRUE AS OF THE EFFECTIVE DATE
AND SHALL BE TRUE AS OF THE CLOSING DATE:
7.1.
SELLER'S REPRESENTATIONS.
7.1.1.
DOCUMENTS.
SELLER HAS NOT INTENTIONALLY MODIFIED, OR INTENTIONALLY
WITHHELD ANY PORTION OF THE DOCUMENTS IN ITS POSSESSION OR REASONABLE CONTROL.
7.1.2.
ENVIRONMENTAL MATTERS.
SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE
FROM ANY GOVERNMENTAL AUTHORITY, OR FROM ANY TENANT OR ADJACENT PROPERTY OWNER,
OF ANY PENDING OR THREATENED CLAIMS, COMPLAINTS, NOTICES, CORRESPONDENCE OR
REQUESTS FOR INFORMATION RECEIVED BY SELLER WITH RESPECT TO ANY VIOLATION OR
ALLEGED VIOLATION OF ANY ENVIRONMENTAL LAW, ANY RELEASES OF HAZARDOUS SUBSTANCES
(AS HEREINAFTER DEFINED) OR WITH RESPECT TO ANY CORRECTIVE OR REMEDIAL ACTION
FOR, OR CLEANUP OF, THE LAND, THE IMPROVEMENTS OR ANY PORTION THEREOF.
FOR
PURPOSES OF THIS AGREEMENT, "ENVIRONMENTAL LAWS" SHALL MEAN:
ALL PAST, PRESENT
OR FUTURE FEDERAL, STATE AND LOCAL STATUTES, REGULATIONS, DIRECTIVES,
ORDINANCES, RULES,