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accrued and is unpaid on the Note and interest which will accrue on the New Note from the date through which interest was last paid on the Note to, but excluding, the Election Period Deadline (the "Interest Collateral "); (3) the Substitute Collateral Make -Whole Premium, as hereinafter defined; and (4) the Substitute Collateral Fees and Expenses, as hereinafter defined (such amounts in clauses (1) through (4), collectively, the "Cash Collateral "). Notwithstanding the foregoing, Borrower may substitute in lieu of cash for items (2) and (3) above only, an irrevocable, evergreen letter of credit issued or confirmed by a nationally recognized bank acceptable to Lender with a credit rating of A+ or better by Standard & Poor's and a credit rating of Al or a commercial paper rating of Al/P1 by Moody's. The term "Substitute Collateral Fees and Expenses" means the Administration Fee (hereinafter defined) payable to Lender, the Escrow Fee (hereinafter defined) payable to Escrow Agent hereunder, and all reasonable legal fees and expenses of the respective counsel for Lender and Escrow Agent in connection with the Sale or Transfer. The Cash Collateral shall be held by Escrow Agent in an escrow account pursuant to the Escrow Agreement for the benefit of Lender. Such deposit of the Cash Collateral, to the extent made by the transferee, shall be deemed to have been paid by the Grantee to Borrower as purchase price and /or deposit under the contract of sale between Borrower and the Grantee for the Mortgaged Property, and then deposited by Borrower pursuant to the Escrow Agreement into escrow with Escrow Agent as the Cash Collateral for the New Note. The Borrower shall simultaneously deliver a Pledge and Security Agreement in the form specified in the Declaration to Escrow Agent granting to the Lender a first priority perfected security interest in the Cash Collateral as collateral for the obligations of Borrower under the New Note described in paragraph (B) below. Borrower shall take or cause to be taken all actions necessary to perfect such security interest in favor of Lender, including, without limitation, the execution and delivery of a so- called Control Agreement among Borrower, Lender, Escrow Agent and the bank at which the escrow account is being maintained. "Substitute Collateral Make -Whole Premium" as used in this paragraph 19 shall mean an amount determined as follows: (1) in the event that the Reinvestment Yield (as defined in the Note) shall, on the date of calculation, be greater than or equal to the Applicable Interest Rate (as defined in the Note), an amount equal to 0 (unless the exercise of the Substitute Collateral Right occurs during the Lockout Period defined in the Note, in which case the minimum Substitute Collateral Make -Whole Premium shall be 1% of the principal amount of the Principal Collateral), and (2) in the event that the Reinvestment Yield shall, on the date of calculation, be less than the Applicable Interest Rate, an amount equal to (x) the sum of the amounts representing the present values of each remaining scheduled payment which would be payable with respect to the Note following such exercise of the Substitute Collateral Right, such sum to be determined by discounting (monthly on the basis of a 360 -day year composed of twelve 30 -day months) each such amount utilizing a discount -33- 201400400