LOCATED;
(II)
AN ALTA EXTENDED COVERAGE TITLE POLICY OR
POLICIES, IN FORM AND SUBSTANCE AND IN AMOUNTS AND WITH SUCH ENDORSEMENTS AS ARE
REASONABLY ACCEPTABLE TO THE AGENT, WITH RESPECT TO EACH SUBSTITUTED PROPERTY
MORTGAGE;
(III)
DULY EXECUTED UCC-3 TERMINATION STATEMENTS
OR SUCH OTHER INSTRUMENTS OR EVIDENCE, IN FORM AND SUBSTANCE SATISFACTORY TO THE
AGENT, AS SHALL BE NECESSARY TO TERMINATE AND SATISFY ALL LIENS, IF ANY, ON THE
SUBSTITUTED PROPERTY; AND
(IV)
TO THE EXTENT REASONABLY REQUESTED BY THE
AGENT OR THE MAJORITY LENDERS, ENVIRONMENTAL AUDITS, SURVEYS, TITLE REPORTS AND
ANY OTHER DOCUMENT REASONABLY REQUESTED BY THE AGENT, THE MAJORITY LENDERS OR
ANY
22
LENDER, AS APPLICABLE, WITH RESPECT TO THE SUBSTITUTED PROPERTY, IN EACH CASE IN
FORM AND SUBSTANCE SATISFACTORY TO THE AGENT, THE MAJORITY LENDERS AND SUCH
LENDER, AS APPLICABLE; AND
(V)
OPINIONS OF COUNSEL FOR THE BORROWER WHICH
IS THE OWNER OF THE SUBSTITUTED PROPERTY AS THE AGENT SHALL REASONABLY REQUEST,
IN A FORM, SCOPE AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT AND ITS
COUNSEL;
(G)
BORROWERS SHALL HAVE PAID ALL REASONABLE
COSTS RELATED TO SUCH PROPERTY SUBSTITUTION, INCLUDING, BUT NOT LIMITED TO,
REASONABLE ATTORNEY'S FEES OR FEES RELATED TO APPRAISERS, AND CONSULTANTS,
FILING FEES AND THE COST OF ALTA EXTENDED COVERAGE TITLE POLICIES FOR THE
SUBSTITUTED PROPERTY REQUIRED ABOVE, IN CONNECTION WITH ANY REQUEST FOR PROPERTY
SUBSTITUTION, AND AS A CONDITION TO SUCH SUBSTITUTION, BORROWERS SHALL HAVE
PROVIDED EVIDENCE TO AGENT THAT BORROWERS HAVE PAID, OR MADE ARRANGEMENT
SATISFACTORY TO AGENT FOR THE PAYMENT OF, ALL SUCH COSTS WHICH BECAME DUE AND
PAYABLE PRIOR TO OR CONCURRENTLY WITH SUCH PROPERTY SUBSTITUTION; AND
(H)
BORROWERS SHALL EXECUTE SUCH OTHER DOCUMENTS
AND AGREEMENTS AS AGENT MAY REQUIRE TO ENCUMBER THE SUBSTITUTED PROPERTY AND
AMEND THE LOAN DOCUMENTS TO REFLECT THE REPLACEMENT OF THE SUBSTITUTE PROPERTY
FOR THE REPLACED PROPERTY; AND
(I)
NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH PROPERTY
SUBSTITUTION UNDER THE TERMS OF ANY SUBORDINATED DEBT.
Upon a substitution of Substituted Property pursuant to the provisions of this
Section 2.8, all Liens on the Replaced Property in favor of the Agent for the
benefit of itself and the Lenders shall be released and the Lenders hereby
authorize the Agent to execute such documents and take such further action as
reasonably requested by the Borrowers or determined by the Agent, in furtherance
of this Section 2.8.
For the avoidance of doubt, following the substitution of
any Replaced Property with any Substituted Property in accordance with this
Section 2.8, such Replaced Property shall no longer constitute Mortgaged
Property, Term Loan Collateral or Real Estate Subfacility Assets for any purpose
under this Agreement and Schedule 6.11 shall be deemed modified accordingly.
ARTICLE 3
PAYMENTS AND PREPAYMENTS
3.1
REVOLVING LOANS.
FMC OR FRC SHALL REPAY THE
OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING LOANS MADE TO IT, PLUS ALL
ACCRUED BUT UNPAID INTEREST THEREON, ON THE TERMINATION DATE.
A BORROWER MAY
PREPAY REVOLVING LOANS AT ANY TIME, AND