Fill and Sign the Previous Editions Are Obsolete United States Department Form

FORM OF LEASE CERTIFICATE BY BORROWER 1 RENT ROLL CERTIFICATION {{{31/BORROWER}}} (the "Borrower ") certifies to {{{1/LENDER}}} that: 1) attached to this Rent Roll Certification as Schedule A is a true and complete copy of the rent roll (the "Rent Roll ") for the property located at {{{53/ADDRESS OF REAL ESTATE}}} (the "Real Estate "), and 2) no material fact has been omitted from the Rent Roll. The Borrower further certifies that: Terms of Leases . The Rent Roll correctly sets forth for each tenant, occupant, and licensee (and each subtenant, suboccupant, and sublicensee, and all other persons claiming rights under any of the above, if any, to the extent known to the Borrower, all persons specified in this parenthetical being called "Subtenants ") under each lease, occupancy agreement, and license affecting the Real Estate (or any part thereof or interest therein) (each such lease, occupancy agreement, and license being called a "Lease "; and each such tenant, occupant, and licensee being called a "Tenant "), each Tenant's (and each Subtenant's, to the extent known to the Borrower) name, the date of each Lease and each modification of any Lease, the type of Lease, a description of the leased premises, the rental currently payable under each Lease, the amount of all prepayments of any rent accruing more than one month after the date of this Certification, the commencement and expiration dates of each Lease, each purchase option, each renewal, cancellation, termination, and modification right under each Lease, all outstanding rental concessions, abatements, credits and "free rent" periods, the amount of each security deposit (and all accrued interest thereon), each guarantee of a Tenant's obligations under any Lease, all tenant improvements that are incomplete or have not been paid for in full, and the terms of any agreement, covenant or restriction which permits any Tenant to discontinue its operations at its leased premises or to discontinue paying rent (or any part thereof). Leases Binding; No Side Agreements; No Other Agreements . Each Lease (i) is binding and in full force and effect, (ii) has not been modified or supplemented in any way except as set forth in the Rent Roll, and (iii) constitutes the 1 See § 6.03[5] of the main text of this book for more details relating to occupancy leases generally. See also Standard & Poor's, Legal and Structured Finance Issues in Commercial Mortgage Securities at 35-36 (September 1995) (discussing requirements for rent rolls in securitizations). entire agreement between the Tenant and the Borrower (or, if the Borrower is not the owner of the Real Estate, then the entire agreement between the Tenant and the owner or owners of the Real Estate) under such Lease. Except as set forth in each Tenant's Lease, there is no understanding, representation, warranty, allowance, concession or promise of such Tenant with respect to the Real Estate (or any part thereof or interest therein), in favor of the Borrower or any other owner of any interest in the Real Estate. Except as set forth on the Rent Roll, there is no other lease, occupancy agreement, or license affecting the Real Estate (or any part thereof or interest therein) with the Borrower or any predecessor of the Borrower, or any owner of any interest in the Real Estate (or any part thereof or interest therein), and, to the best of the Borrower's knowledge, there is no Sublease, oral or written for the Real Estate (or any part thereof or interest therein).No Defense or Offset . Except as disclosed in the Rent Roll, no Tenant has (and no Tenant has asserted or given notice of) any claim, offset, right of recoupment or defense under or relating to any Lease. Except as otherwise set forth in the Rent Roll, each Tenant has accepted the premises leased to such Tenant under its Lease, and each Tenant has commenced occupancy of such premises and the payment of rent under such Lease, and, on the date hereof, is current in the payment of all rent and other charges payable under such Lease. No Brokerage Fees . Except as otherwise set forth in the Rent Roll, as of the date hereof there is no leasing, broker's or finder's commission or compensation of any kind: 1) which is unpaid, although due and payable, by the Borrower or 2) which shall become due from the Borrower, after the date of this Certification, with respect to, in either case, any Lease or any renewal, modification or extension of any Lease. No Assignment or Lien . There is no assignment of, or other lien or encumbrance on, the interest of the Borrower (or the owner of any interest in the Real Estate) in either any Lease or any rents, profits, or proceeds due or to become due under any Lease, except in favor of the Lender. Headings Have No Legal Effect . The headings and captions of this Certification are for convenience of reference only, and have no legal effect, and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions of this Certification. IN WITNESS WHEREOF, the Borrower has executed this Certification as to Rent Roll on {{{28/DATE OF ORIGINAL LOAN CLOSING}}} with the knowledge that this Certification will be relied upon by the Lender and its successors and assigns. WITNESS/ATTEST: {{{31/BORROWER}}} ____________________________ Schedule A Rent Roll