Thanks for all the nice comments and criticism as well.
My XB needed a lot of work. It was dropped by a previous owner. Dented frame, dented swing arm and scratched up pretty bad, so these main parts had to be replaced. Needed new belt, motor isolator and tires (I had shinkos on it in a still great shape but they are horrible at high speeds - bike wobble like a mofo - don't ever buy them - you pay shit = you get shit). The problem is I do not have space where I could strip down the bike, lack of knowledge/mechanical skills and tools would make it a nightmare. So most likely I would have to have a shop do it for me which would be substantial investment in the bike that is worth $3K on a good day. Don't get me wrong - I loved my Buell and I know how great and fun these bikes are. Still it was 10 years old bike with a lot of work/money to be invested in to bring it to all it's glory. Plus the idea of not having support of the dealership - parts and service (I know I know what support, right?) doesn't seem appealing.
Another problem I had was riding longer distances. Not really bike's fault rather than mine - back in the day i had pretty bad injury to my right knee (military related) and with age it gets worst. So after couple of hours in the saddle I had to pull over and stretch my legs. No fun.
All in all it was time to find something newer and more comfortable with a little grunt as well. I really wanted to keep my Lightning but like I said - no room for two bikes in the garage (I share it with SUV and a sedan) and selling XB gave me some funds for a good down payment.
Some of you suggested Triumph Rocket III - I like the power train, don't like the looks. Diavel - while I like it, it is WAY too pricey for my budget (plus there rarely are used ones available) and everybody know how expensive is Ducati's maintenance. Yamaha V-MAX - used to like it but now it's plain ugly IMO. Test rode it. It has astonishing power and acceleration but in the same time handling is just terrifying. I like Victory Hammer 8-Ball but couldn't find nice used one in my area in my price range. I also considered Suzuki M109R but 1 - it's just too big and heavy for my liking, 2 - two of my riding buddies have them.
So there it is. Found a VRSCF in the independent used bike dealer for a decent price. After 5 hours of negotiations and me walking out the door TWICE lol we agreed on $11900 out the door. I put down $3K and had it financed through local Credit Union at 3.49% APR! Well I think it's a deal you can't pass up especially if the bike was barely ridden, is in pristine condition (just like brand new from the showroom floor) and somebody did exact same mods I would've done.
Some of you try to compare XB and V-ROD. But they're completely different bikes, designed to do different things. If one buys V-ROD thinking of replacing XB and expecting same or similar performance has no clue about motorcycles. Comparing these two bikes is just pointless. I got the F for better comfort, aggressive design (some people like it some say it's horrendous) and somewhat performance it still provides compares to other cruisers. It will never be corners carving XB or a rice rocket and I know about it. Although I was positively surprised by it's handling for what kind of bike it is. And I can bet it can still hang with XBs at freeway speeds - there are no switchbacks there
In the end I think someday I'd like to get long awaited EBR Street Fighter to keep my hooliganism alive
Ride safe everybody! Remember ATGATT!