The undersigned chief executive officer, president, chief financial officer or chief accounting officer of Borrower certifies on behalf of Borrower (and not in his individual capacity) that after giving effect to the making of the Loan requested hereby no Default or Event of Default has occurred and is continuing.  Attached hereto is an Unencumbered Pool Certificate setting forth a calculation of the Unencumbered Pool Availability after giving effect to the Loan requested hereby.