CONSENT AND ASSUMPTION AGREEMENT



         This Consent and Assumption Agreement (this "Agreement") is made as of

August ____, 2003 by and among LAKESHORE MARKETPLACE, LLC, a Delaware limited

liability company ("Seller"), RAMCO LAKESHORE LLC, a Delaware limited liability

company, f/k/a Lakeshore MP, LLC ("Buyer"), LAKESHORE MARKETPLACE FINANCE

COMPANY, INC., a Delaware corporation, HORIZON GROUP PROPERTIES, L.P., a

Delaware limited partnership, HORIZON GROUP PROPERTIES, INC., a Delaware

corporation (collectively, whether one or more, "Original Guarantor"),

RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership ("Guarantor"),

and WELLS FARGO BANK MINNESOTA, N.A., as trustee for the registered holders of

Salomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through

Certificates, Series 2001-C2, acting by and through its Master Servicer and

General Special Servicer, Midland Loan Services, Inc. (collectively referred to

herein as "Lender"), with reference to the following facts:



                                    RECITALS



         A.       Seller has been the owner of certain real property located at

5241 Harvey Street, Norton Shores, Michigan, commonly known as Lakeshore

Marketplace Shopping Center, and more particularly described in Exhibit "A"

attached hereto and incorporated herein by reference for all purposes together

with all improvements, fixtures and personal property located thereon and

or/described in any of the herein defined Loan Documents which, with the above

described real property (the "Real Property"), is collectively referred to as

the "Property". Further, as used herein, the term "Property" shall mean the

Property or, where applicable, such portions thereof as are owned by Buyer. The

Property is encumbered by a first lien and security interest on the Property

evidenced by, among other things, that certain (i) Mortgage dated July 30, 2001,

executed by Seller to Greenwich Capital Financial Products, Inc. (the "Original

Lender"), as mortgagee, filed for record and recorded in Liber 3242, Page 914 in

the official records of Muskegon County, Michigan (the "Mortgage"), (ii)

Assignment of Leases dated July 30, 2001, executed by Seller for the benefit of

Original Lender, filed for record and recorded in Liber 3242, Page 958 in the

official records of Muskegon County, Michigan (the "Assignment of Leases"),

(iii) Environmental Indemnity Agreement dated July 30, 2001, executed by Seller

as indemnitor thereunder for the benefit of Original Lender (the "Environmental

Indemnity"), (iv) Replacement Reserve and Security Agreement dated July 30,

2001, executed by Seller for the benefit of Original Lender (the "Replacement

Reserve Agreement"), (v) Collection and Deposit Account Agreement dated July 30,

2001, executed by Seller, Original Lender and the other parties named therein

(the "Deposit Account Agreement"), and (vi) Tenant Improvement and Leasing

Commission Reserve and Security Agreement dated July 30, 2001, executed by

Seller for the benefit of Original Lender (the "TI/LC Reserve



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Agreement"). Original Guarantor guaranteed certain obligations of Seller under

the Loan Documents (as hereinafter defined) pursuant to that certain Exceptions

to Non-Recourse Guaranty dated July 30, 2001, executed by Original Guarantor, as

guarantor, for the benefit of Original Lender (the "Guaranty"). The personal

property, fixtures and other collateral covered by the Mortgage and the other

Loan Documents is subject to a first lien and security interest on the Property

evidenced by, among other things, that certain (i) UCC-1 Financing Statement

filed as number 4419973 with the Office of the Secretary of State of Michigan,

and (ii) UCC-1 Financing Statement filed for record and recorded Liber 3242,

Page 417 in the official records of Muskegon County, Michigan (collectively,

said UCC-1 Financing Statements shall be referred to as the "UCC-1 Financing

Statement"). The Mortgage, the Assignment, the Environmental Indemnity, the

Replacement Reserve Agreement, the Deposit Account Agreement, the TI/LC

Agreement, the Guaranty and the UCC-1 Financing Statement and any all other

documents, instruments or agreements evidencing or creating a lien or security

interest relating to any of the Property, whether or not referenced herein, are

collectively referred to herein as the "Security Documents".



         B.       The Security Documents secure a repayment of a loan (the

"Loan") to Seller evidenced by a Promissory Note (the "Note") dated July 30,

2001, in the original principal amount of $15,993,000.00 executed by Seller, as

maker, in favor of Original Lender, as payee. The Security Documents further

secure performance of all the obligations, covenants, and agreements contained

in the Mortgage and in all other documents executed by Seller or any other party

evidencing, securing, memorializing or in a any way relating to the Loan or

perfecting the lien or security interest created by any Security Document (such

documents, instruments and agreements together with the Note, the Mortgage, the

Guaranty, the Environmental Indemnity and the other Security Documents, as same

may be amended, reinstated, consolidated, supplemented, increased, decreased,

restated, extended or otherwise modified at any time, and from time to time, are

collectively and individually referred to herein as the "Loan Documents").



         C.       Lender now holds all of Original Lender's interest in and

under the Mortgage and the other Loan Documents. Midland Loan Services, Inc.

services the Loan as Master Servicer and General Special Servicer, pursuant to

that certain Pooling and Servicing Agreement dated as of December 1, 2001.



         D.       Seller and Buyer entered into that certain Agreement of

Purchase and Sale (as amended, the "Contract of Sale") dated April 18, 2003, for

the sale and purchase of the Property. Unless Lender elects to consent to the

transfer, the provisions of the Loan Documents entitle Lender to, among other

things, accelerate payment of the balance owing under the Note, to foreclose the

Mortgage and exercise any and all rights, remedies or recourses to which it is

entitled under any of the Loan Documents. Seller will sell, transfer, and convey

the Property, subject to the Loan Documents, to Buyer (i) if Buyer assumes, to

Lender's full satisfaction, the Loan and all of Seller's obligations,

agreements, covenants, liabilities, representations, warranties, duties and the

like (collectively, the "Obligations") arising under the Loan Documents, and

(ii) if Lender agrees not to exercise its right under the Mortgage to accelerate

the unpaid balance of the Note as a result of such transfer to Buyer and allows

Buyer to assume the Loan and all of Seller's obligations under the Loan

Documents.



         E.       Subject to the terms and conditions of this Agreement and the

Loan Documents, Lender is willing to consent to the transfer of the Property to

Buyer and permit Buyer's assumption of the Loan and Obligations arising under

the Loan Documents. Lender's willingness to consent to such assumption by Buyer

is expressly conditioned on, among other things, Buyer's agreement that it is

specifically assuming all Obligations under the Note and other Loan Documents

which are fully and unconditionally recourse subject, however, to the non

recourse provisions set forth in the Loan Documents.

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