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201400400 factor equal to the Reinvestment Yield plus fifty (50) basis points, less (y) the principal amount of the Note, but in no event less than 0; (B) Borrower shall issue to Lender the New Note in an aggregate principal amount equal to the Principal Collateral. The New Note shall be secured solely by the Cash Collateral. Interest shall accrue on the New Note and on the reduced amount of the Note; (C) Borrower shall have delivered to Lender an opinion letter with respect to the Substitute Collateral Borrower addressing such matters and in the form as set forth on Schedule 6 to the Declaration or in such other form as is reasonably acceptable to Lender; (D) (E) (H) Borrower and a bankruptcy remote, special purpose Delaware limited liability company, Delaware limited partnership, Delaware statutory trust, California limited partnership or Texas limited partnership, as the case may be, having organizational documents substantively identical (in all material respects) to Borrower's or to the organizational documents of the owner of any Related Property (the "Substitute Collateral Borrower "), which may be formed and controlled by Guarantor or by one of the Control Parties or one of their respective affiliates, shall have entered into an assignment and assumption agreement, pursuant to which Borrower shall have assigned ownership of the Cash Collateral to the Substitute Collateral Borrower and the Substitute Collateral Borrower shall have assumed the outstanding obligations under the New Note; either the Grantee or Borrower shall have paid or deposited (or shall have caused to be paid or deposited) with Escrow Agent all transfer and mortgage taxes incurred or to be incurred in connection with such Sale and the exercise of the Substitute Collateral Right. Borrower hereby indemnifies Lender in respect of any such taxes; (F) Borrower or the Grantee shall have delivered to Lender a Substitute Collateral Non - Consolidation Opinion addressing such matters and in the form as set forth on Schedule 8 to the Declaration or in such other form as is reasonably acceptable to Lender; (G) Borrower shall have delivered to Lender an opinion of counsel that exercise of the Substitute Collateral Right should not result in a realization event under Section 1001 of the Internal Revenue Code of 1986, as amended, in the form specified in the Declaration or in such other form as is reasonably acceptable to Lender; and the Grantee shall have delivered an opinion letter addressing such matters and in the form as set forth on Schedule 10(i) to the Declaration or in such other form as is reasonably acceptable to Lender.