# FDIC

## Leasing

**Representations and**

### Certifications

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FDIC 3700/44 (10-01)

##### FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

###### TABLE OF CONTENTS

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|                                                                 |    |
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| Section                                                         | Pa |
|                                                                 | ge |
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| Estimated Reporting Burden                                      | 2  |
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| Privacy Act Statement                                           | 2  |
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|                                                                 |    |
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| Instructions to Lessors                                         | 3  |
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|                                                                 |    |
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| **Part I -- Certifications Concerning the Premises and the      | 4  |
| Building**                                                      |    |
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|                                                                 |    |
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| 1\. Compliance with Laws                                        | 4  |
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| 2\. Environmental Condition                                     | 4  |
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| 3\. Building Condition                                          | 5  |
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|                                                                 |    |
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| **Part II -- Lessor Fitness and Integrity Certifications**      | 6  |
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|                                                                 |    |
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| 1\. Conflicts of Interest                                       | 6  |
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| 2\. Releases for Less than Full Amount Due                      | 7  |
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| 3\. Prohibited Communication with FDIC Employees                | 7  |
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| 4\. Certification and Disclosure Regarding Payments to          |    |
| Influence Certain Federal                                       |    |
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| Transactions                                                    | 7  |
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| 5\. Certificate of Independent Price Determination              | 8  |
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| 6\. Lessor Identification and Information                       | 8  |
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|                                                                 |    |
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| Signature Page                                                  | 9  |
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|                                                                 |    |
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| ## Policy Statement on th                                       | 10 |
| e Fitness and Integrity of Lessors of Real Property to the FDIC |    |
|                                                                 |    |
| **(Schedule A**                                                 |    |
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|                                                                 |    |
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| I. Purpose                                                      | 10 |
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| II\. Applicability                                              | 10 |
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| III\. Definitions                                               | 10 |
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| IV\. Policy                                                     | 12 |
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| V. Procedures                                                   | 12 |
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| VI\. Lease Agreement Requirements quirements                    | 15 |
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| VII\. Delayed Compliance in Emergencies                         | 15 |
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| VIII\. Finality of Determination 2                              | 15 |
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| IX\. General 2                                                  | 15 |
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|                                                                 |    |
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FDIC 3700/44 (10-01) Page 1

####### ESTIMATED REPORTING BURDEN

Public reporting burden for this collection of information is estimated
to average one-hour per response, including the time for reviewing the
instructions, searching existing data sources, gathering and maintaining
the data needed, and completing and reviewing the collection of
information. Send comments regarding this burden estimate or any other
aspect of this collection of information, including suggestions for
reducing this burden, to the Assistant Executive Secretary
(Administration), OES, Room F-4001, FDIC, Washington, D.C. 20429; and to
the Office of Management and Budget, Paperwork Reduction Project
(3064-0072), Washington, D.C. 20503.

####### PRIVACY ACT STATEMENT

Collection of this information is authorized by the Federal Deposit
Insurance Act, 12 U.S.C. §§ 1819, 1821, and Executive Order 9397. This
information will be primarily used to review a potential lessor for
fitness and integrity and the information provided may be disclosed to
licensing authorities by the FDIC in making a determination of fitness
and integrity.

Information may also be disclosed to appropriate Federal, state, or
local agencies for law enforcement purposes when a violation or possible
violation of a civil or criminal law is apparent; to individuals
involved in judicial or administrative proceedings; and to a
Congressional office in response to an inquiry made at the individual's
request. Information may also be disclosed in accordance with the other
routine uses set forth in the FDIC's Financial Information System
30-64-0012. Furnishing the requested information, including your Social
Security Number, is voluntary. However, failure to furnish all requested
information may preclude your property from being leased by the FDIC.

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FDIC 3700/44 (10-01) Page 2

OMB NUMBER: 3064-0072

EXPIRATION DATE: 9/30/2004

######### FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

INSTRUCTIONS TO LESSORS

This FDIC Leasing Representations and Certifications form (the
"Certifications") is comprised of two parts:

Part I -- [Certifications Concerning the Premises and the
Building,]{.underline} and Part II -- [Lessor Fitness and Integrity
Certifications.]{.underline}

The FDIC requires that all Lessors complete both Parts of the
Certifications and submit them as part of any Offer to enter into a
Lease or a Lease Agreement. The Certifications shall be executed by an
official authorized to bind the Lessor, and they shall be attached to
and made a part of any Lease or Lease Amendment. For purposes of the
Certifications, the FDIC is considered an agency of the United States
with respect to its rights and remedies under Title 18 of the United
States Code. **The Certifications concern matters within the
jurisdiction of an agency of the United States, and the making of a
false, fictitious, or fraudulent certification may render the maker
subject to prosecution under 18 U.S.C. §§ 1001, 1007, and 1014.**

Pursuant to paragraph IV.A. of the FDIC's Policy Statement on the
Fitness and Integrity of Lessors of Real Property to the FDIC (the
"Policy Statement"), dated February 6, 1996 (published in the [Federal
Registrar]{.underline} on February 13, 1996, and amended in the [Federal
Registrar]{.underline} on April 26, 1996), a copy of which is attached
hereto as **Schedule A**, the FDIC will not consider Offers from
Lessors, award Leases to Lessors, or enter into Lease Amendments with
Lessors that either (a) fail to provide any of the information required
by the Policy Statement, or (b) have Conflicts of Interest, unless such
Conflicts of Interest are eliminated by the Lessor or waived by the
FDIC.

All items within the Certifications must be completed. If the Lessor
cannot certify "True" to an entire statement, or if a statement is
partly "True" and partly "False" for the Lessor, the "False" box must be
checked. Whenever the "False" box is checked, the Lessor must attach a
detailed description of the particular defect or situation and, if
applicable, a description of the Lessor's plans to remedy or eliminate
the defect or situation.

If at any time prior to the award of the Lease or Lease Amendment, or
during the term of the Lease, the Lessor learns that one or more of the
representations or certifications made herein was erroneous when
submitted or has become erroneous, the Lessor shall notify the FDIC
within five business days.

All capitalized terms not otherwise defined within the Certifications
shall have the meaning set forth in the Policy Statement, which is
attached as Schedule A, unless noted otherwise within the
Certifications.

In connection with its Offer to lease certain space (the "Premises") to
the FDIC, in the building (the "Building"), at the

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  following address:
  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, the

  undersigned Lessor,
  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
  certifies as follows:

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FDIC 3700/44 (10-01) Page 3

##### FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

######## PART I -- CERTIFICATIONS CONCERNING THE PREMISES AND THE BUILDING

***NOTE:** If a "False" box is checked regarding any of the following
statements, the Lessor must describe the situation and delineate the
steps that will be taken to address the situation.*

1.  **[Compliance with Laws]{.underline}**

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a.  The Premises and the Building are in compliance with all existing
    health, safety, fire, zoning, building, and environmental laws,
    rules and regulations applicable to the Premises and the Building.

> \[ \] True \[ \] False

b.  The Premises and the Building comply with the provisions of the
    Americans with Disabilities Act, 42 U.S.C. 1201

> [et. seq.]{.underline} and any local enactment thereof.
>
> \[ \] True \[ \] False

**2. [Environmental Condition]{.underline}**

a.  The Premises and the Building, including the air and water therein,
    do not contain any hazardous substances ("Hazardous Substances")
    (with the exception of normal amounts of customary solvents or other
    materials used in cleaning and maintenance of the Premises or the
    Building, in amounts that would not be in violation of Hazardous
    Substances Laws, as defined below) including: asbestos;
    Asbestos-Containing Materials (as defined below); lead;
    polychlorinated biphenyls ("PCB's"); chlorofluorocarbons ("CFC's");
    and hazardous, ignitable, reactive, corrosive, or toxic substances;
    materials or waste that are subject to any Hazardous Substance Laws;
    or any other substances defined or listed as Hazardous Substances
    from time to time by the Federal Environmental Protection Agency or
    any agency having jurisdiction to establish such definition or
    listing. The term "Hazardous Substances Laws" includes the
    Comprehensive Environmental Response, Compensation and Liability
    Act, as amended by the Superfund Amendments and Reauthorization Act,
    42 U.S.C. 9602 [et. seq.]{.underline}, and other Federal, state, and
    local laws, rules, regulations and ordinances relating to Hazardous
    Substances. The term "Asbestos-Containing Materials" is defined as
    any materials with a concentration of one percent greater by dry
    weight asbestos fibers.

> \[ \] True \[ \] False

b.  There are no underground storage tanks, either active or abandoned,
    beneath the Building.

> \[ \] True \[ \] False

c.  There are no above-ground storage tanks, either active or abandoned,
    located at the Building.

\[ \] True \[ \] False

d.  There is no investigation, administrative order, settlement, consent
    order, agreement or litigation with respect to any Hazardous
    Substance proposed, threatened, anticipated, or in existence with
    respect to the Premises or the Building.

\[ \] True \[ \] False

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FDIC 3700/44 (10-01) Page 4

##### FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

e\. Neither the Lessor, nor any predecessor property owner has received
any notice, demand, claim, citation, complaint, summons, request for
information, or similar communication from any entity, governmental
body, or individual with respect to Hazardous Substances associated with
the Premises or the Building.

> \[ \] True \[ \] False

f\. There are no Asbestos-Containing Materials in the Premises; spaces
above suspended ceilings in the Premises; are plenums elsewhere in the
Building which service the Premises; engineering spaces in the same
ventilation zones as the Premises; or in public spaces or common use
space (e.g., lobbies, hallways) serving the Premises.

\[ \] True \[ \] False

g\. The Heating, Ventilation and Air Conditioning system serving the
Premises and the Building (a) is in compliance with the Clean Air Act;
and (b) is free of CFC and Hydrochloroflurocarbon compounds.

\[ \] True \[ \] False

h\. The Lessor has not received any complaints regarding, and is not
aware of any problems with, the indoor air quality within the Premises
and the Building.

> \[ \] True \[ \] False

i\. The drinking water available from all existing fountains, sinks, or
other sources on the Premises, does not contain lead in excess of levels
permitted by law applicable to the Building or the Premises.

\[ \] True \[ \] False

j\. Attached hereto, and in support of the foregoing responses, are
copies of all Environmental Information (which term includes, without
limitation, all inspections, reports, examinations, surveys, tests,
samples, reviews, inquiries, requests, investigations, and studies), if
any, received by, or prepared for the Lessor with respect to the
Premises and/or the Building.

> \[ \] True \[ \] False

2.  **[Building Condition]{.underline}**

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a.  There are no structural defects in the Building.

> \[ \] True \[ \] False

b.  There are no electrical system defects in the Building.

> \[ \] True \[ \] False

c.  There are no mechanical system defects in the Building.

> \[ \] True \[ \] False

d.  There are no sewer system defects in the Building.

> \[ \] True \[ \] False

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##### FDIC 3700/44 (10-01) Page 5 

##### FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

e.  There are no plumbing defects in the Building.

\[ \] True \[ \] False

f.  The Building (including the systems listed in items a. through e.
    immediately above), has not been in any way affected or damaged by
    seismic activity.

> \[ \] True \[ \] False

######## PART II -- LESSOR FITNESS AND INTEGRITY CERTIFICATIONS

**1. [Conflicts of Interest]{.underline}**

***Important Note:** The following pertain to this [Conflict of
Interest]{.underline} certification [only.]{.underline}*

*o The word "Lessor" encompasses both Lessors and Lessor's Affiliates,
as defined in the Policy Statement, Schedule A.*

*o **A check in any "False" box for 1.a. through e. below indicates that
the Lessor has a Conflict of Interest, as defined at Section III.B.(1)
through (5) of the Policy Statement.** In accordance with Section
V.A.(1)(b) of the Policy Statement, a Lessor with a Conflict of Interest
shall, with its Offer, request that the Conflict of Interest be waived
or propose how the Conflict of Interest will be eliminated.*

a.  The Lessor is not adverse to the FDIC, RTC, Federal Savings and Loan
    Insurance Corporation, or their successors in a lawsuit.

> \[ \] True \[ \] False

b.  The Lessor has not caused a Substantial Loss to Federal Deposit
    Insurance Funds within the ten year period preceding the date of
    this certification.

> \[ \] True \[ \] False

c.  The Lessor has never been convicted of a Fraud Offense or of
    conspiring to commit a Fraud Offense, affecting any Insured
    Depository Institution.

> \[ \] True \[ \] False

d.  The Lessor has not Defaulted on a Material Obligation within the
    last five years.

> \[ \] True \[ \] False

e.  The Lessor has never been removed from, or prohibited from
    participating in the affairs of any Insured Depository Institution
    pursuant to any final enforcement action of the Office of the
    Comptroller of the Currency, the Office of Thrift Supervision, the
    Board of Governors of the Federal Reserve System, or the FDIC or
    their successors.

> \[ \] True \[ \] False

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FDIC 3700/44 (10-01) Page 6

##### FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

**2. [Releases for Less than Full Amount Due]{.underline}**

The Lessor has never been released from any commitment to pay \$50,000
or more to an Insurer for which the Insurer received less than 100%
(including interest, late charges, and other costs of collection) of the
amount due.

> \[ \] True \[ \] False

**3. [Prohibited Communication with FDIC Employees]{.underline}**

Neither the Lessor, nor any employee of the Lessor, nor any entity which
will be awarded a subcontract as a result of the award of the Lease or
Lease Agreement, have at any time since the first public notification of
the FDIC space requirement described in the FDIC's Request for Proposal
associated with the Certifications, or at any time after becoming aware
of this pending Lease acquisition (if such awareness preceded public
notification), (a) directly or indirectly offered any promise of future
employment or business opportunities to, or engaged in any discussion of
future employment or business opportunities with, any FDIC personnel
responsible for this Lease acquisition; or (b) directly or indirectly
solicited any information concerning the FDIC space requirement
described in the Request for Proposal associated with the
Certifications, other than information available to the general public.

> \[ \] True \[ \] False

**4. [Certification and Disclosure Regarding Payments to Influence
Certain Federal Transactions]{.underline}**

a.  To the best of Lessor's knowledge, no Federal appropriated funds
    have been paid or will be paid to any person for influencing or
    attempting to influence an officer or employee of any agency, a
    Member of Congress, an officer or employee of Congress, or an
    employee of a Member of Congress on its behalf in connection with
    the awarding of any Federal contract, the making of any Federal
    grant, the making of any Federal loan, the entering into of any
    cooperative agreement, and the extension, continuation, renewal,
    amendment, or modification of any Federal contract, grant, loan, or
    cooperative agreement (collectively, "covered Federal actions").

> \[ \] True \[ \] False

b.  To the best of Lessor's knowledge, no nonappropriated funds
    (including profit or fee received under a covered Federal action)
    have been paid, or will be paid, to any person for influencing or
    attempting to influence an officer or employee of any agency, a
    Member of Congress, an officer or employee of Congress, or an
    employee of a Member of Congress on his or her behalf in connection
    with the Request for Proposal associated with this certification.

> \[ \] True \[ \] False *(If "False," Lessor must complete and submit
> with its offer, an OMB Standard Form LLL "Disclosure of Lobbying
> Activities" (available upon request).*
>
> NOTE: The Lessor must include the language of 4.a. and b. of this
> Certification and Disclosure in all subcontract awards relating to the
> Offer or the Lease or the Building, at any tier, and require that all
> recipients of subcontract awards in excess of \$100,000 shall certify
> and disclose accordingly. Submission of this Certification and
> Disclosure, and when required, a completed Standard Form LLL is a
> prerequisite for making or entering into this Lease imposed by 31
> U.S.C. § 1352.

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FDIC 3700/44 (10-01) Page 7

##### FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

**5. [Certificate of Independent Price Determination]{.underline}**

a.  The prices in this Offer (or proposed for the Lease Amendment) have
    been arrived at independently, without, for the purposes of
    restricting competition, any consultation, communication, or
    agreement with any Lessor or competitor relating to (a) those
    prices, (b) the intention to submit an Offer, or (c) the methods or
    factors used to calculate the prices offered.

> \[ \] True \[ \] False

b.  The prices in this Offer have not been and will not be knowingly
    disclosed by the Lessor, directly or indirectly, to any other lessor
    or competitor before award of the Lease or Lease Amendment unless
    otherwise required by law.

> \[ \] True \[ \] False

c.  No attempt has been made or will be made by the Lessor to induce any
    other individual or Company to submit or not to submit an Offer for
    the purpose of restricting competition.

> \[ \] True \[ \] False

**6. [Lessor Identification and Information]{.underline}**

a.  List the name, address, and Federal Taxpayer Identification Number
    of (1) the Lessor and, (2) if different, the record owner of the
    Building:

  ---------------------------- ----------- ---------------- -----------------------
  NAME OF LESSOR *(Please                  TAXPAYER         
  print or type)*                          IDENTIFICATION   
                                           NUMBER (TIN)     

  STREET ADDRESS                                            

  CITY                         STATE                        ZIP CODE
  ---------------------------- ----------- ---------------- -----------------------

  ---------------------------- ----------- ---------------- -----------------------
  NAME OF RECORD OWNER                     TAXPAYER         
  *(Please print or type)*                 IDENTIFICATION   
                                           NUMBER (TIN)     

  STREET ADDRESS                                            

  CITY                         STATE                        ZIP CODE
  ---------------------------- ----------- ---------------- -----------------------

b.  ***Check one:*** Lessor operates as \[ \] an individual, \[ \] a
    State or local agency, or \[ \] a Company.

c.  Identify the following (If additional room is needed, please
    complete on 8-1/2 x 11-inch paper and attach it to the
    Certifications.)

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1.  If the Lessor is a Company provide:

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(a) The state in which the Corporation or other organization is
    registered or organized:

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| > \_\_\_\_\_\_\_\_\_\_                                                |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ |
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FDIC 3700/44 (10-01) Page 8

**FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS**

(b) The name, addresses, and Federal Taxpayer ID Numbers of all
    **general partners** and/or all **beneficial owners of a 25% or
    greater equity interest** in the Lessor. In addition, for those
    **general partners** and **beneficial owners** who are individuals,
    provide the Social Security Number, birth date, and Birthplace
    (City, State, Country):

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2.  The names, addresses, Federal Taxpayer ID Numbers, and state of
    incorporation or organization of any Companies of which the Lessor
    is either the **general partner** or a **beneficial owner** of a 25%
    or greater equity interest:

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3.  If the Lessor is an individual, list the name, address, Social
    Security Number, birth date, and Birthplace (City, State, Country)
    of any Family Member:

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**By signature hereto, the undersigned certifies that he or she has full
right, power and authority to execute these Certifications on behalf of
the Lessor without the consent of any other entity or individual and
makes these Certifications with the knowledge that the FDIC shall rely
upon them. The undersigned also certifies that all of the foregoing
representations and certifications are true, complete, and accurate, and
that he or she is aware of the penalty prescribed in 18 U.S.C. § 1001
for making false statements to an agency of the United States
government. Further, the undersigned by signature hereto gives express
authorization and consent to the FDIC for the FDIC to release
information contained herein to licensing authorities in making a
determination of the lessor's fitness and integrity.**

NOTE: THE SIGNATURE OF AN AGENT IS NOT ACCEPTABLE

  --------------------------------------- -------------------------------
  NAME *(Please print or type)*           

  TITLE                                   

  NAME OF LESSOR                          TAXPAYER IDENTIFICATION NUMBER
                                          (TIN)

  SIGNATURE                               DATE
  --------------------------------------- -------------------------------

Attachment (1): Schedule A, Policy Statement

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FDIC 3700/44 (10-01) Page 9

> **SCHEDULE A**

**POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF LESSORS OF REAL
PROPERTY TO THE FDIC**

**I. *Purpose.*** To establish:

> A. Minimum standards governing Conflicts of Interest and ethical
> responsibilities for Lessors who have entered into Leases with the
> FDIC, or who seek to lease real property to the FDIC; and
>
> B. Official written guidance for FDIC personnel including, without
> limitation, personnel in the Division of Administration, the Division
> of Supervision, and the Office of the Executive Secretary, on the
> implementation of those minimum standards.

**II. *Applicability.*** This policy will apply to:

> A. All Leases of 10, 000 square feet or more awarded as a result of
> Requests for Proposals issued after the date of this policy; and
>
> B. All Lease Amendments entered into after the date of this policy to
> (1) existing leases of 10,000 square feet or more, or (2) existing
> Leases of less than 10,000 square feet where the total square footage
> of the Lease will be 10,000 square feet or more if the Lease Amendment
> is executed.

**III. *Definitions. *** As used in this policy statement:

> A. ***Company*** means any corporation, firm, partnership, society,
> joint venture, business trust, association, or similar organization,
> or any other trust, or any other organization or institution.
>
> B. ***Conflict of Interest*** means a situation in which:

B.  

> \(1\) A Lessor or a Lessor's Affiliate is adverse to the FDIC, RTC,
> Federal Savings and Loan Insurance
>
> Corporation (FSLIC), or their successors in a lawsuit, for which no
> final adjudication or settlement has
>
> occurred; or
>
> \(2\) A Lessor or a Lessor's Affiliate has caused a Substantial Loss
> to Federal Deposit Insurance Funds within the ten year period
> preceding the submission of its offer; or
>
> \(3\) A Lessor or a Lessor's Affiliate has been convicted of a Fraud
> Offense or of conspiring to commit a Fraud Offence affecting any
> Insured Depository Institution; or
>
> \(4\) A Lessor or a Lessor's Affiliate has Defaulted on a Material
> Obligation within the last five years; or
>
> \(5\) A Lessor or a Lessor's Affiliate has been removed from, or
> prohibited from participating in the affairs of any Insured Depository
> Institution pursuant to any final enforcement action by the Office of
> the Comptroller of the Currency, the Office of Thrift Supervision, the
> Board of Governors of the Federal Reserve System, or the FDIC or their
> successors; or
>
> \(6\) A situation in which the FDIC determines, in its sole
> discretion, that the FDIC's award of a Lease to a Lessor could cause a
> reasonable person to question the integrity of the FDIC's operations.
> An example (without limitation) of a Conflict of Interest determined
> by the FDIC is a situation in which an individual who is not a
> Lessor's Affiliate, but has a direct or indirect equity interest in
> the Lessor, or directly or indirectly controls the Lessor, has been
> convicted of a Fraud Offense.
>
> C. ***Default on a Material Obligation*** means a loan or advance from
> an Insured Depository Institution which has been delinquent for 90 or
> more days as to payment of principal or interest, or a combination
> thereof, with a remaining balance of principal, and accrued interest
> on the ninetieth day, or any time thereafter, in an amount in excess
> of
>
> \$1,000,000.

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FDIC 3700/44 (10-01) Page 10

**POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF LESSORS OF REAL
PROPERTY TO THE FDIC**

> D. ***Family Member*** means the Lessor's spouse or dependent child.
>
> E. ***FDIC*** means the Federal Deposit Insurance Corporation in its
> receivership and corporate capacities. It does not mean the FDIC in
> its conservatorship capacity or when it is operating a bridge bank.
>
> F. ***Fraud Offense*** means any felony offense under the sections of
> title 18 U.S. Code as listed in Part IX, or similar offenses under
> state laws.
>
> G. ***Insured Depository Institution*** means any bank or savings
> association the deposits of which are insured by the FDIC.
>
> H. ***Insurer*** means the FDIC, RTC, FSLIC or their successors; or
> the Bank Insurance Fund, the Savings and Association Insurance Fund,
> the FSLIC Resolution Fund, or funds maintained by the RTC for the
> benefit of insured depositors.
>
> I. ***Lease*** means a lease or sublease of real property for the use
> of the FDIC (including its contractors) as tenant, including but not
> limited to warehouse, office and retail space. As used herein, "Lease"
> does not include contracts for storage services.
>
> J. ***Lease Amendment*** means any change to a Lease which extends the
> term of a Lease, increases the rentable square footage of the premises
> leased, or increases the rent paid under the Lease. As used herein,
> however, "Lease Amendment" does not refer to the exercise of a priced
> renewal option or an expansion option at a predetermined rental rate
> under any Lease entered into prior to the date of the policy.
>
> K. ***Lessor*** means an individual or a Company which intends to or
> has submitted an Offer to lease or sublease real property to the FDIC,
> or which has entered into a Lease or a sublease with the FDIC.
>
> L. ***Lessor's* *Affiliate ***means:

(1) If the Lessor is a Company, (a) any general partner of the Lessor,
    or (b) any beneficial owner of a 25% or greater equity interest in
    the Lessor; or

(2) Any Company of which the Lessor is (a) a general partner, or (b) in
    which the Lessor is the beneficial owner of a 25% or greater equity
    interest; or

(3) If the Lessor is an individual, any Family Member of the Lessor.

> A Lessor's Affiliate may be either an individual or a Company.
>
> M. ***Obligation*** means a commitment to pay money to an Insurer,
> that is currently owing to, and held by, an Insurer, and which
> currently is not performing in accordance with the terms thereof
> (including any modifications thereto), including, without limitation,
> (1) any unsatisfied final judgment, and (2) any guarantee of any
> Obligation.
>
> N. ***Offer*** means a proposal to enter into a Lease.
>
> O. ***RTC*** means the Resolution Trust Corporation in any of its
> capacities.

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FDIC 3700/44 (10-01) Page 11

**POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF LESSORS OF REAL
PROPERTY TO THE FDIC**

> P. ***Substantial Loss to Federal Deposit Insurance Corporation
> Insurance Funds*** means: An Obligation that is or has been delinquent
> for 90 or more days as to payment of principal, interest, or a
> combination thereof and on which there remains a legal duty to pay an
> amount in excess of \$50,000. A Substantial Loss to Federal Deposit
> Insurance Funds does **NOT** include situations where the Obligation
> (1) has been fully resolved and the debtor has been released in full
> by the applicable Insurer, or (2) has been sold or transferred by the
> applicable Insurer and Insurer retains no interest therein.

**IV. Policy**

A.  ***General.*** The FDIC will not consider Offers from Lessors, award
    Leases to Lessors, or enter into Lease Amendments with Lessors that
    either (a) fail to provide any of the information required by this
    policy; or (b) have Conflicts of Interest, unless such Conflicts of
    Interest are eliminated by the Lessor or waived by the FDIC.

B.  ***Waivers.*** Waivers of Conflicts of Interest will be granted only
    when, in light of all relevant circumstances, the Executive
    Secretary, or the designee of the Executive Secretary determines in
    his or her discretion that the interests of the FDIC in entering
    into a Lease or a Lease Amendment with the Lessor outweigh the
    concern that a reasonable person may question the integrity of the
    FDIC's operations.

**V. Procedures**

> A. ***Conflicts of Interest***

(1) ***Conflicts of Interest in existence prior to submission of an
    Offer:***

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(a) A Lessor shall provide all information and certifications required
    in paragraph V.B. hereof at the time it makes an Offer to the FDIC.

(b) A Lessor that has a Conflict of Interest as defined at paragraph
    III.B.(1) through (5) of this policy statement shall, with its
    Offer, request that the Conflict of Interest be waived in accordance
    with paragraph IV.B., or propose how the Lessor will eliminate the
    Conflict of Interest.

(c) The Executive Secretary or designee, at his or her discretion, may
    waive the Conflict of Interest in accordance with paragraph IV.B.,
    or may approve in writing a Lessor's proposal to eliminate the
    Conflict of Interest for purposes of the specific Lease.

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(2) ***Conflicts of Interest arising after submission of an Offer but
    prior to entering into a Lease:***

> \(a\) If, after submitting its Offer, but prior to entering into a
> Lease, a Lessor discovers that it has a Conflict of Interest, it must
> notify the FDIC in writing within five business days of such
> discovery. The Lessor shall include with such notification a detailed
> description of the Conflict of Interest, and (i) a statement of how it
> intends to eliminate the Conflict of Interest; or (ii) a request for a
> waiver of the Conflict of Interest.
>
> \(b\) The Executive Secretary or designee, at his or her discretion,
> may waive the Conflict of Interest in accordance with paragraph IV.B.,
> or may approve in writing a Lessor's proposal to eliminate the
> Conflict of Interest for purposes of the specific Lease.

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FDIC 3700/44 (10-01) Page 12

**POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF LESSORS OF REAL
PROPERTY FOR THE FDIC**

> \(3\) ***Conflicts of Interest that arise after entering into a
> Lease.*** FDIC Lease agreements shall require that the Lessor notify
> the FDIC in writing within five business days after discovering a
> Conflict of Interest that arises after the Lessor and the FDIC have
> entered into a Lease. The Lessor shall include with such notification
> a detailed description of the Conflict of Interest, and either (i) a
> statement of how it intends to eliminate the Conflict of Interest; or
> (ii) a request for a waiver of the Conflict of Interest. After receipt
> of such notice from the Lessor, the FDIC shall take such action as it
> determines is in the FDIC's best interests, including:

(a) The FDIC shall notify the Lessor in writing of its findings as to
    whether a Conflict of Interest exists. If the FDIC finds that a
    Conflict of Interest exists, the FDIC shall also notify the Lessor
    in writing of the basis for such determination, and when applicable:

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(i) whether a waiver will be granted, and if so, the terms and
    conditions of such waiver; or

(ii) a description of the corrective actions, if any, that the Lessor
     will take in order to eliminate the Conflict of Interest.
     Corrective actions must be completed by the Lessor not later than
     30 days after notification is mailed by the FDIC unless the FDIC,
     in its sole discretion, determines that it is in the best interests
     of the FDIC to grant the Lessor an extension in which to complete
     such corrective action.

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(b) Unless the FDIC waives the Conflict of Interest or the Lessor
    eliminates the Conflict of Interest, the FDIC shall not enter into
    any Lease Amendments with the Lessor.

> \(4\) ***Conflicts of Interest discovered by the FDIC.*** The FDIC
> will review all information provided by the Lessor with its Offer, as
> well as information from other sources that the FDIC determines is
> relevant. If the FDIC, in its sole discretion determines, based on
> such reviews, that a Conflict of Interest exists, an FDIC
> representative shall notify the Lessor of the basis for such
> determination.

(a) If the FDIC discovers a Conflict of Interest after submission of an
    Offer, but prior to entering into a Lease:

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(i) The Lessor must respond to the FDIC in writing, within five business
    days of the FDIC's notification of its determination in one of the
    following ways.

> \[1\] stating how it intends to eliminate the Conflict of Interest; or
>
> \[2\] requesting that the FDIC waive the Conflict of Interest; or
>
> \[3\] if the FDIC's determination was based solely on information from
> a source other than the Lessor, and the Lessor can demonstrate that
> such information was incomplete or incorrect, the Lessor may provide
> additional or corrected facts and request that the FDIC consider such
> facts and reevaluate its determination that a Conflict of Interest
> exists. After reviewing the Lessor's additional or corrected
> information, the FDIC will notify the Lessor promptly whether it
> confirms its determination that a Conflict of Interest exists.

(ii) If the Lessor does not respond in writing to the FDIC within five
     business days, the FDIC shall deem the Lessor's Offer to have been
     withdrawn.

> \(b\) If the FDIC discovers a Conflict of Interest after entering into
> a Lease, the FDIC shall take such action as it determines is in the
> FDIC's best interest, including the actions described in V.A.(3)(a)
> and (b). As detailed at V.A.(4)(a)(i)\[3\], the Lessor can request
> that the FDIC reevaluate its determination if the FDIC's determination
> was based soley on information from a source other than the Lessor,
> and the Lessor can demonstrate that such information was incomplete or
> incorrect. After reviewing the Lessor's additional or corrected
> information, the FDIC will notify the Lessor promptly whether or not
> it will reverse its determination that a Conflict of Interest exists.

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FDIC 3700/44 (10-01) Page 13

**POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF REAL PROPERTY FOR THE
FDIC**

> \(5\) ***Reconsideration of decisions**.* The Lessor may request that
> the chairman or designee(s) reconsider FDIC decisions regarding
> acceptance of a Lessor's proposal for the elimination of a Conflict of
> Interest, or the issuance of a requested waiver to a Conflict of
> Interest. Such requests must be in writing and contain the reasons for
> the request. The Chairman or designee(s) shall have the right to
> decline reconsideration.
>
> B. ***Information required to be submitted:***
>
> \(1\) ***Initial Submission**.* Every Lessor shall submit a completed
> "FDIC Leasing Representations and Certifications" form, including Part
> II, "Lessor Fitness and Integrity Certifications" and such other
> information as the FDIC may deem appropriate to permit it to make a
> determination with respect to Conflicts of Interest at the time the
> Lessor submits an Offer and prior to entering into any Lease
> Amendment. Among other items, the form shall require that the Lessor
> provide the following:

(a) Certifications that no Conflict of Interest, as defined in paragraph
    III.B(1) through (5) exists, or;

(b) In the event that one or more Conflicts of Interest exist, the
    following information:

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(i) When applicable, a description of any lawsuit in which the Lessor or
    any Lessor's Affiliate is adverse to the FDIC, RTC, FSLIC, or their
    successors and for which no final adjudication or settlement has
    occurred;

(ii) When applicable, a list and description of any instance during the
     five years preceding the submission of the Offer in which the
     Lessor or any Lessor's Affiliate has caused a Substantial Loss to
     Federal Deposit Insurance Funds;

(iii) When applicable, a list and description of any Fraud Offense of
      which the Lessor or any Lessor's Affiliate has been convicted;

(iv) When applicable, a list and description of any instance during the
     five years preceding the submission of the Offer in which the
     Lessor or any Lessor's Affiliate has Defaulted on a Material
     Obligation;

(v) When applicable, a list and description of any instances in which
    the Lessor or any Lessor's Affiliate has been removed from or
    prohibited from participating in the affairs of any Insured
    Depository Institution pursuant to any final enforcement action by
    the Office of the Comptroller of the Currency, the Office of Thrift
    Supervision, the Board of Governors of the Federal Reserve System,
    or the FDIC or their successors; and

(vi) The Lessor's request for waiver of such Conflicts of Interest or
     proposal for elimination of such Conflicts of Interest.

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(c) A description of any commitment to pay \$50,000 or more to an
    Insurer that has been fully released by the Insurer, but for which
    the Insurer received less then 100% (including interest, late
    charges, and other costs of collection) of the amount due; and

(d) Any other information which the FDIC may deem appropriate.

> \(2\) ***Subsequent Submissions.*** FDIC Lease agreements shall
> require that during the term of the Lease, the Lessor shall:
>
> \(a\) Immediately notify the FDIC if any of the information submitted
> pursuant to this policy was incorrect at the time of submission or has
> subsequently become incorrect; and

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FDIC 3700/44 (10-01) Page 14

**POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF LESSORS OF REAL
PROPERTY FOR THE FDIC**

> \(b\) At any time, submit such information as the FDIC requests in
> order to permit the FDIC to determine if a Conflict of Interest
> exists.
>
> \(3\) ***Failure to provide information.*** Any Lessor who fails to
> provide any of the information required by this policy will neither be
> considered for, nor eligible for, the award of a Lease or a Lease
> Amendment.
>
> \(4\) ***Misstatement of Material Fact.*** Any Lessor who misstates or
> fails to disclose to the FDIC a material fact or any Conflict of
> Interest, as defined in paragraph III.B.(1) through (5), whether prior
> to or during the term of the Lease, will not be considered eligible
> for the award of any Lease or Lease Amendment.

**VI.** **Lease agreement requirements***.*

A.  ***Retention of information*.** FDIC Lease agreements shall specify
    that the Lessor shall retain the information upon which it relied in
    preparing its certification(s) during the term of the Lease and for
    a period of three years following the termination or expiration of
    the Lease or any extension thereof, and shall make such information
    available for review by the FDIC upon request.

B.  ***Response to requests for additional information***. FDIC Lease
    agreements shall specify that any Lessor who fails to respond to a
    request for information made by the FDIC pursuant to Section
    V.B.2.(b) of this policy, shall be in default under the Lease for
    which such information was requested.

C.  ***Additional Lease agreement provisions.*** In addition to the
    provisions of this policy, the FDIC may include in its Lease
    agreements such provisions, conditions, and limitations as the FDIC
    deems necessary, including additional standards for Lessor fitness
    and integrity, and minimum standards of ethical responsibility for
    Lessors.

**VII. Delayed compliance in emergencies.** In emergencies, when
unforeseeable circumstances make it necessary to enter into a Lease
immediately in order to protect FDIC personnel or property, the FDIC may
delay compliance with this policy.

**VIII. Finality of determination.** Any determination made by the FDIC
pursuant to this policy shall be in the FDIC's sole discretion and shall
not be subject to further review, except as otherwise provided pursuant
to a specific Lease agreement.

**IX. General.** Felony offenses as used in the standards set forth in
this statement of policy mean the following statutes that establish
standards to which a Lessor's conduct must conform and which shall not
have been violated. The list is as follows:

A.  Bribery of Public Officials (18 U.S.C. 201).

B.  Offer of a loan or gratuity to bank examiners (18 U.S.C. 212).

C.  Continuing financial crimes enterprise (18 U.S.C. 225).

D.  Taking or using papers relating to claims (18 U.S.C. 285).

E.  Conspiracy to defraud the Government with respect to claims (18
    U.S.C. 286).

F.  False, fictitious, or fraudulent claims (18 U.S.C. 287).

G.  Bonds and obligations or certain lending agencies (18 U.S.C. 493).

H.  Contractors' bonds, bids, and public records (18 U.S.C. 494).

I.  Contracts, deeds, and powers of attorney (18 U.S.C. 495).

J.  Chapter 31 Embezzlement and Theft (18 U.S.C. 642 through 668).

K.  Statements or entries generally (18 U.S.C. 1001).

L.  Possession of false papers to defraud the United States (18 U.S.C.
    1002).

M.  Bank entries, reports, and transactions (18 U.S.C. 1005).

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FDIC 3700/44 (10-01) Page 15

**POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF LESSORS OF REAL
PROPERTY FOR THE FDIC**

N.  Federal credit institution entries, reports and transactions (18
    U.S.C. 1006).

O.  Federal Deposit Insurance Corporation transactions (18 U.S.C. 1007).

P.  Loans and credit applications generally (18 U.S.C. 1014).

Q.  Concealment of assets from a conservator, receiver, or liquidating
    agent of financial institution (18 U.S.C. 1032).

R.  Chapter 63 Mail Fraud (18 U.S.C. 1341 through 1344).

S.  Laundering of monetary instruments (18 U.S.C. 1956).

By order of the Board of Directors, dated at Washington, D.C., this
6^th^ day of February 1996.

\[Source: 61 Fed. Reg. 5554, February 13, 1996, effective February 6,
1996; 61 Fed. Reg. 19939, April 26, 1996\]

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FDIC 3700/44 (10-01) Page 16