NEW CONTRACT WITH
RESPECT TO THE OWNERSHIP AND OPERATION OF THE PROPERTY THAT WILL BE ASSIGNED TO
BUYER AT CLOSING, WITHOUT BUYER'S PRIOR WRITTEN APPROVAL (WHICH APPROVAL SHALL
NOT BE UNREASONABLY WITHHELD).
PRIOR TO THE REVIEW PERIOD EXPIRATION DATE,
SELLER SHALL, PROVIDE NOTICE TO BUYER OF ANY SUCH ACTIVITIES.
8.3.
INSURANCE.
SELLER SHALL MAINTAIN ITS EXISTING INSURANCE POLICIES
WITH RESPECT TO THE BUILDINGS CONTINUOUSLY IN FORCE THROUGH AND INCLUDING THE
CLOSING DATE.
8.4.
OPERATION OF PROPERTY.
FROM AND AFTER THE EFFECTIVE DATE AND
THROUGH AND INCLUDING THE CLOSING DATE, SELLER SHALL OPERATE AND MANAGE THE
PROPERTY IN THE SAME MANNER IN WHICH IT IS BEING OPERATED AS OF THE EFFECTIVE
DATE, AND SHALL MAINTAIN THE PROPERTY
10
SUBSTANTIALLY IN ITS SAME REPAIR AND WORKING ORDER, REASONABLE WEAR AND TEAR AND
CASUALTY DAMAGE, AND EMINENT DOMAIN (AS DEFINED IN SECTION 14 HEREOF) EXCEPTED.
8.5.
NO ASSIGNMENT.
AFTER THE EFFECTIVE DATE AND PRIOR TO CLOSING,
SELLER SHALL NOT ASSIGN, ALIENATE, LIEN, ENCUMBER OR OTHERWISE TRANSFER ALL OR
ANY PART OF THE PROPERTY OR ANY INTEREST THEREIN.
WITHOUT LIMITATION OF THE
FOREGOING, SELLER SHALL NOT GRANT ANY EASEMENT, RIGHT OF WAY, RESTRICTION,
COVENANT OR OTHER COMPARABLE RIGHT AFFECTING THE LAND OR THE IMPROVEMENTS
WITHOUT OBTAINING BUYER'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD.
SELLER SHALL NOT ENTER INTO ANY AGREEMENT, ARRANGEMENT
OR UNDERSTANDING, FORMAL OR INFORMAL, FOR THE SALE OF THE PROPERTY, WHETHER
CONDITIONAL OR OTHERWISE.
NOTWITHSTANDING THE FOREGOING, BUYER AGREES THAT THE
NATIONAL RV LEASE AND PERMITTED LEASING ACTIVITIES UNDER THE WARRIOR SUBLEASE
SHALL NOT BE DEEMED TRANSFERS IN VIOLATION OF THIS SECTION 8.5.
8.6.
CHANGE IN CONDITIONS.
SELLER SHALL, TO THE EXTENT SELLER OBTAINS
KNOWLEDGE (AS DEFINED IN SECTION 7) THEREOF, PROMPTLY NOTIFY BUYER OF ANY
MATERIAL CHANGE IN ANY CONDITION WITH RESPECT TO THE PROPERTY, OR OF THE
OCCURRENCE OF ANY EVENT OR CIRCUMSTANCE, THAT MAKES ANY REPRESENTATION OR
WARRANTY OF SELLER TO BUYER UNDER THIS AGREEMENT MATERIALLY UNTRUE OR
MISLEADING, OR ANY COVENANT OF SELLER UNDER THIS AGREEMENT INCAPABLE OF BEING,
MATERIALLY PERFORMED, OR ANY CONDITION PRECEDENT INCAPABLE OF BEING SATISFIED.
9.
CONDITIONS PRECEDENT TO CLOSING BENEFITING BUYER.
THE FOLLOWING
SHALL BE ADDITIONAL CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE
HEREUNDER:
9.1.
REPRESENTATIONS AND WARRANTIES.
AS OF THE CLOSING DATE, THE
REPRESENTATIONS AND WARRANTIES MADE BY SELLER TO BUYER AS OF THE EFFECTIVE DATE
SHALL BE TRUE, ACCURATE AND CORRECT AS IF SPECIFICALLY REMADE AT THAT TIME.
9.2.
NATIONAL RV LEASE/GUARANTY AND LETTER OF CREDIT.
AT CLOSING, BUYER
RECEIVES (I) AN ORIGINAL OF THE SELLER LEASE, EXECUTED IN COUNTERPART BY TENANT;
(II) AN ORIGINAL OF THE GUARANTY AND (III) THE LETTER OF CREDIT.
9.3.
WARRIOR SUBLEASE.
REFERENCE IS HEREBY MADE TO THE WARRIOR SUBLEASE
(AS DEFINED IN EXHIBIT B-1).
AT CLOSING, BUYER, TENANT AND WARRIOR (AS DEFINED
IN EXHIBIT B-1) SHALL ENTER INTO A CONSENT TO SUBLEASE (THE "CONSENT TO
SUBLEASE") CONTAINING TERMS ACCEPTABLE TO BUYER, TENANT AND WARRIOR.
9.4.
SELLER PERFORMANCE.
SELLER SHALL HAVE PERFORMED AND COMPLIED WITH
ALL THE AGREEMENTS AND CONDITIONS REQUIRED