OTHER DEBTOR RELIEF LAWS, OR IV) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF
ITS CREDITORS, AND LENDER IS ENTITLED TO RELY, AND HAS RELIED, UPON THIS
REPRESENTATION AND WARRANTY IN THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND
ALL OTHER DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED BY LENDER IN
CONNECTION WITH THIS AGREEMENT; MMM) THERE ARE NO TAXES, ASSESSMENTS, OR LEVIES
OF ANY TYPE WHATSOEVER THAT CAN BE IMPOSED UPON AND COLLECTED FROM THE PROPERTY
ARISING OUT OF OR IN CONNECTION WITH THE OWNERSHIP OR OPERATION OF THE PROPERTY,
OR ANY PUBLIC IMPROVEMENTS IN THE GENERAL VICINITY OF THE PROPERTY OTHER THAN
NORMAL AND CUSTOMARY REAL ESTATE TAXES THAT ARE NOT YET DUE OR PAYABLE; NNN) THE
NEXT PAYMENT FOR REAL PROPERTY TAXES ON THE PROPERTY, WHICH WILL BE FOR SUCH
TAXES FOR THE CALENDAR YEAR 2004, IS DUE DECEMBER 1, 2003; OOO) ALL INSURANCE
REQUIRED BY THE SECURITY DOCUMENTS (THE "REQUIRED INSURANCE") IS CURRENTLY
MAINTAINED ON THE PROPERTY AND SUCH POLICY CONTAINS THE NON-CONTRIBUTORY NEW
YORK STANDARD MORTGAGE CLAUSE OR ITS EQUIVALENT IN FAVOR OF 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, ITS SUCCESSORS AND/OR ASSIGNS, C/O MIDLAND LOAN SERVICES, INC.,
MASTER SERVICER, 10851 MASTIN, SUITE 700, OVERLAND PARK, KANSAS 66210, RE: LOAN
NUMBER 03-0812070; PPP) ALL INSURANCE PREMIUMS ON THE REQUIRED INSURANCE HAVE
BEEN PAID; QQQ) THE REQUIRED INSURANCE WILL CONTINUE IN PLACE AFTER THE DATE THE
PROPERTY IS CONVEYED TO BUYER; RRR) THERE IS NO PENDING OR, TO THE BEST OF
BUYER'S KNOWLEDGE AFTER DILIGENT INQUIRY AND INVESTIGATION, THREATENED ACTION,
SUIT, CLAIM, LITIGATION, OR PROCEEDING BY AN ENTITY, INDIVIDUAL, OR GOVERNMENTAL
AGENCY AFFECTING THE PROPERTY WHICH WOULD IN ANY WAY CONSTITUTE A LIEN, CLAIM,
OR OBLIGATION OF ANY KIND AGAINST THE PROPERTY AND, TO BUYER'S KNOWLEDGE AFTER
DILIGENT INQUIRY AND INVESTIGATION, THREATENED CONDEMNATION OR SIMILAR
PROCEEDINGS OR ASSESSMENTS AFFECTING THE PROPERTY OR ANY PART THEREOF NOR, TO
BUYER'S KNOWLEDGE, ARE ANY SUCH ASSESSMENTS OR PROCEEDINGS CONTEMPLATED BY ANY
GOVERNMENTAL AUTHORITY; SSS) TO THE BEST OF BUYER'S KNOWLEDGE AFTER DILIGENT
INQUIRY AND INVESTIGATION, BUYER IS NOT IN BREACH OF ANY LAW OR REGULATION, OR
UNDER ANY ORDER OF ANY COURT OR FEDERAL, STATE, MUNICIPAL OR OTHER GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY, OR INSTRUMENTALITY, WHEREVER
LOCATED, WITH RESPECT TO THE PROPERTY OR BUYER'S PRESENT USE OR OPERATION OF THE
PROPERTY, OF WHICH BUYER HAS RECEIVED NOTICE OR OTHERWISE HAS KNOWLEDGE THEREOF;
TTT) ALL REPRESENTATIONS AND WARRANTIES REFERRED TO IN THIS AGREEMENT SHALL BE
TRUE AS OF THE DATE OF THIS AGREEMENT AND CLOSING AND SHALL SURVIVE CLOSING; AND
UUU) BUYER HEREBY SPECIFICALLY RATIFIES AND AFFIRMS THAT IT HAS COMPLIED AND
WILL CONTINUE TO COMPLY WITH THE "SINGLE PURPOSE ENTITY" REQUIREMENTS SET FORTH
IN ANY OF THE LOAN DOCUMENTS.
NONE OF THE REPRESENTATIONS, WARRANTIES,
COVENANTS, AGREEMENTS AND INDEMNITIES OF BUYER IN THE LOAN DOCUMENTS OR THIS
AGREEMENT SHALL BE AFFECTED BY ANY INVESTIGATION BY OR ON BEHALF OF LENDER OR BY