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201400 (d) Any Transfer, as defined in paragraph 9(b) hereof, to be made by a Transferor, as defined in paragraph 9(b), as to which Borrower elects to exercise the Substitute Collateral Right shall be subject to satisfaction of the following conditions: (i) at least twenty (20) days prior to the proposed date of Transfer (or such shorter period as may be agreed by Lender) or, if Rating Agency confirmation of such Transfer is required, at least thirty (30) days prior to proposed date of Transfer, Borrower shall deliver the Substitute Collateral Notice to Lender; (ii) at least ten (10) Business Days prior to the proposed date of Transfer (or such shorter period as may be agreed by Lender), Borrower shall deliver to Lender a certificate in the form specified in the Declaration, or in such other form as is reasonably acceptable to Lender; (iii) on the date of Transfer: (A) Borrower shall, pursuant to an Escrow Agreement in the form specified in the Declaration, deposit or cause to be deposited into escrow with Escrow Agent, for the benefit of Lender, the Cash Collateral. Such deposit of the Cash Collateral, to the extent made directly by the transferee, shall be deemed to have been paid by the transferee to the Transferor as purchase price and/or deposit under the contract of sale between the Transferor and the transferee for the transfer of the equity interest in Borrower, then transferred by Transferor to Borrower as a capital contribution; and then deposited by Borrower into escrow with Escrow Agent pursuant to the Escrow Agreement as the Cash Collateral for the New Note. Borrower shall simultaneously deliver a Pledge and Security Agreement in the form specified in the Declaration granting to Lender a first priority perfected security interest in the Cash Collateral as collateral for the obligations of the 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, filing a Uniform Commercial Code financing statement and executing and delivering a so- called Control Agreement; (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; (C) Borrower shall have delivered to Lender an opinion with respect to the Substitute Collateral Borrower in the form set forth as Schedule 6 in the Declaration or in such other form as is reasonably acceptable to Lender; (D) Borrower and Substitute Collateral Borrower 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