BE DEEMED TO BE CREDITED TO THE APPLICABLE
BORROWERS' LOAN ACCOUNT IMMEDIATELY UPON RECEIPT FOR PURPOSES OF CALCULATING THE
UNUSED LINE FEE PURSUANT TO THIS SECTION 2.5.
2.6
LETTER OF CREDIT FEE.
FMC OR FRC, AS
APPLICABLE, AGREE TO PAY TO THE AGENT, FOR THE ACCOUNT OF THE REVOLVING CREDIT
LENDERS, IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES, FOR EACH LETTER OF
CREDIT, A FEE (THE "LETTER OF CREDIT FEE") EQUAL TO THE PERCENTAGE PER ANNUM SET
FORTH IN THE DEFINITION OF APPLICABLE MARGIN TIMES THE UNDRAWN FACE AMOUNT OF
EACH LETTER OF CREDIT AND TO THE AGENT FOR THE BENEFIT OF THE LETTER OF CREDIT
ISSUER A FRONTING FEE OF ONE-EIGHTH OF ONE PERCENT (0.125%) PER ANNUM OF THE
UNDRAWN FACE AMOUNT OF EACH LETTER OF CREDIT, AND TO THE LETTER OF CREDIT
ISSUER, ALL OUT-OF-POCKET COSTS, FEES AND EXPENSES INCURRED BY THE LETTER OF
CREDIT ISSUER IN CONNECTION WITH THE APPLICATION FOR, PROCESSING OF, ISSUANCE
OF, OR AMENDMENT TO ANY LETTER OF CREDIT.
THE LETTER OF CREDIT FEE SHALL BE
PAYABLE MONTHLY IN ARREARS ON THE FIRST DAY OF EACH MONTH FOLLOWING ANY MONTH IN
WHICH A LETTER OF CREDIT IS OUTSTANDING AND ON THE TERMINATION DATE.
THE LETTER
OF CREDIT FEE SHALL BE COMPUTED ON THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL
NUMBER OF DAYS ELAPSED.
21
2.7
[RESERVED].
2.8
SUBSTITUTION OF PROPERTY.
BORROWERS MAY
FROM TIME TO TIME PROVIDE SUBSTITUTE REAL PROPERTY COLLATERAL (THE "SUBSTITUTED
PROPERTY") FOR ANY REAL PROPERTY COLLATERAL; PROVIDED THAT FOR EACH SUCH
SUBSTITUTION (A "PROPERTY SUBSTITUTION") THE FOLLOWING CONDITIONS ARE SATISFIED
WITH RESPECT TO SUCH PROPERTY SUBSTITUTION AND THE APPLICABLE SUBSTITUTED
PROPERTY:
(A)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH PROPERTY
SUBSTITUTION;
(B)
THE FLEXIBILITY CONDITIONS ARE SATISFIED AS
OF THE DATE OF AND BOTH BEFORE AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH
PROPERTY SUBSTITUTION;
(C)
THE APPLICABLE SUBSTITUTED PROPERTY IS FREE
AND CLEAR OF ALL LIENS OTHER THAN LIENS DESCRIBED IN CLAUSES (A), (B) AND (E) OF
THE DEFINITION OF PERMITTED LIENS;
(D)
AGENT SHALL HAVE RECEIVED AN APPRAISAL (IN
FORM AND SUBSTANCE AND BY AN APPRAISER REASONABLY SATISFACTORY TO AGENT) FOR THE
APPLICABLE SUBSTITUTED PROPERTY (THE "SUBSTITUTED PROPERTY APPRAISAL"), DATED NO
MORE THAN SIX (6) MONTHS PRIOR TO THE DATE OF SUCH PROPERTY SUBSTITUTION;
(E)
THE APPRAISED VALUE OF THE APPLICABLE
SUBSTITUTED PROPERTY, AS SET FORTH IN THE SUBSTITUTED PROPERTY APPRAISAL BE
EQUAL TO OR GREATER THAN THE VALUE, AS REASONABLY DETERMINED BY AGENT, OF THE
PORTION OF THE COLLATERAL BEING REPLACED (THE "REPLACED PROPERTY");
(F)
AGENT SHALL HAVE RECEIVED EACH OF THE
FOLLOWING:
(I)
A FULLY EXECUTED MORTGAGE (THE
"SUBSTITUTED PROPERTY MORTGAGE") WITH RESPECT TO EACH PARCEL OF THE SUBSTITUTED
PROPERTY, IN SUBSTANTIALLY THE FORM OF THE MORTGAGES DELIVERED ON OR PRIOR TO
THE CLOSING DATE, WITH SUCH MODIFICATIONS THERETO AS SHALL BE ADVISABLE AND ARE
REASONABLY ACCEPTABLE TO THE AGENT WITH RESPECT TO THE LOCAL JURISDICTIONS IN
WHICH THE SUBSTITUTE PROPERTY IS