Common use of Leaseback Clause in Contracts

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 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 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.

Leaseback. Concurrently with the consummation of the ClosingOn or before Settlement, Buyer (Comdial Real Estate Co., --------- Inc., a Maryland corporation to be formed as landlord) agrees to lease to National RV Inc. (“Tenant”), and Seller agrees to cause Tenant, its a wholly-owned subsidiary, subsidiary of Comdial Corporation ("CRE") shall execute and deliver to lease from Buyer, the Property, pursuant to Buyer a lease agreement (which shall be fully guaranteed by Comdial Corporation) of a portion of the Property containing a minimum of 95,000 square feet from closing until August 30, 2003 and other space for differing periods, all as noted on Schedule 4 and in the form attached as Schedule 5 hereto (the “National RV "CRE Lease”) "), together with the first two month's rent due under the CRE Lease, and all other papers and items necessary to be finalized and ready for execution on or prior to effect the Review Period Expiration Date. The National RV Lease shallLease, among other thingsincluding without limitation, (i) provide that Tenant, shall pay initial base rent to Buyer, as landlord, a letter of credit in the amount of $0.38 per square foot 538,197 from an institution and in form and substance satisfactory to Buyer. The face amount of the Buildings per month, which base rent amount letter of credit shall increase by, on a compound basis, 3% during be reduced by one-eighth (1/8th) at the conclusion of each year month of the term; CRE Lease - if and only if CRE is not in default under the CRE Lease - beginning May 31, 2001 and continuing until payment of December, 2001 rent, at which time the letter of credit shall terminate if CRE is not in default under the CRE Lease. Certain of the relevant terms of the CRE Lease are as noted on Schedule 4 attached hereto. In the event CRE fails to vacate certain portions of the Premises in accordance with Section 29 of the CRE Lease and, pursuant to its rights under the CRE Lease due to such failure, Nimbus CD International, Inc., pursuant to Section 1.05(a) of its lease, terminates its lease with Buyer, Buyer shall have, as Buyer's sole and exclusive remedies, (i) the amount owed to Seller under the Seller Financing reduced by Five Hundred Thousand and 00/100 Dollars ($500,000.00) as liquidated damages and as provided in the Note, and (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 Buyer as landlord shall increase by, on a compound basis, 3% per annum); (iii) provide that Seller (a) execute a guaranty be entitled to exercise its remedies available under the CRE Lease to the extent necessary to remove CRE from such portions of the lease in a form mutually agreed to by Buyer and Seller (the “Guaranty”)Premises, 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 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 limited tohowever, 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 CRE Lease shall be based on the most recent AIR Single Tenant Lease-Net form, containing revisions as mutually otherwise remain in full force 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 escroweffect.