The undersigned Authorized Officer or chief financial officer or chief accounting officer of Parent Borrower certifies that the Borrowers are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default or Event of Default has occurred and is continuing.  Attached hereto is an Unencumbered Asset Pool Certificate setting forth a calculation of the Unencumbered Asset Pool Availability after giving effect to the Loan requested hereby. No condemnation proceedings are pending or, to the undersigned knowledge, threatened against any Eligible Real Estate Asset.