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2Q1oooi4~ Total Paydown Amount as partial compensation for the transactions contemplated hereby and not as a payment with respect to the Note. (h) The term "Pa down Make-Whole Premium" shall mean the Make-Whole Premium (as defined in and calculated in accordance with the terms of the Note) calculated on the Paydown Amount. The term "Interest Accrual" shall mean an amount equal to the interest scheduled to accrue on the Notes from the date through which interest thereon has been paid to the beginning of the Paydown Period, and (y) the "Interim Interest Fee" shall mean an amount equal to the interest on the Notes which would have accrued on the Notes during the Paydown Period if the Paydown Amount had not been paid. (i) The "Transferee Documents" shall mean the following: (i) a certificate of New Borrower or the new beneficial Borrower of Borrower, whichever is applicable, attaching true and complete copies of New Borrower's organizational documents and authorizing resolutions and certifying that all of the representations and warranties set forth in the respective Loan Documents, the Lease and all other documents related thereto to which New Borrower has become a party are true and correct as of the Payup Date; (ii) good standing certificates from the Secretary of State of the state in which the New Borrower is organized and for the New Borrower from the State where the Premises is located; (iii) an incumbency certificate of New Borrower setting forth the authorized signatories of New Borrower with specimen signatures; (iv) an opinion of outside counsel to New Borrower as to the enforceability of the Loan Documents and the Lease against New Borrower in a form and content substantially identical to the opinions of Borrower delivered in connection with the execution and delivery of this Security Instrument, it being understood that if the transaction involves a new beneficial owner of Borrower, no opinion shall be required to be delivered pursuant to this subparagraph (iv); (v) an opinion of outside counsel to New Borrower as to the substantive non- consolidation of New Borrower with any of its direct or indirect partners, members, shareholders or controlling persons, in a form and content reasonably satisfactory to Lender's counsel (the form ofnon-consolidation opinion delivered upon the closing of the loan secured hereby shall be deemed satisfactory); and (vi) an officer's certificate of New Borrower setting forth compliance with the single purpose entity requirements set forth in the paragraph 20 hereof and representing that neither New Borrower nor any of its direct or indirect Borrowers is a Person described or designated in the Specially Designated -32-