{"id":41862,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-of-sale-and-purchase-pulasky-county-ak-healthsouth.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-of-sale-and-purchase-pulasky-county-ak-healthsouth","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/agreement-of-sale-and-purchase-pulasky-county-ak-healthsouth.html","title":{"rendered":"Agreement of Sale and Purchase (Pulasky County, AK) &#8211; HealthSouth Rehabilitation Corp. and Crescent Capital Trust Inc."},"content":{"rendered":"<pre>                         AGREEMENT OF SALE AND PURCHASE\n\n                                 BY AND BETWEEN\n\n                    HEALTHSOUTH Rehabilitation Corporation,\n                             a Delaware corporation\n                                   ('SELLER')\n\n                                      AND\n\n                         CRESCENT CAPITAL TRUST, INC.,\n                             a Maryland corporation\n                                 ('PURCHASER')\n\n                                  May 23, 1994\n\n\n\n                                                         TABLE OF CONTENTS\n\n                                                                                                                  \nARTICLE I        DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1  \n                 -----------                                                                                               \n                                                                                                                           \nARTICLE II       AGREEMENTS TO SELL, PURCHASE AND LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6  \n                 --------------------------------------                                                                    \n     2.1         AGREEMENT TO SELL AND PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6  \n     2.2         AGREEMENT TO LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6  \n                                                                                                                           \nARTICLE III      PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6  \n                 --------------                                                                                            \n     3.1         PAYMENT OF PURCHASE PRICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6  \n     3.2         INDEPENDENT CONSIDERATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6  \n                                                                                                                           \nARTICLE IV       ITEMS TO BE FURNISHED TO PURCHASER BY SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . .     6  \n                 --------------------------------------------                                                              \n     4.1         DUE DILIGENCE MATERIALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6  \n     4.2         DUE DILIGENCE REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7  \n                                                                                                                           \nARTICLE V        TITLE AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7  \n                 ----------------                                                                                          \n     5.1         TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . .     7  \n     5.2         REVIEW PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8  \n     5.3         ADDITIONAL EXCEPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8  \n                                                                                                                           \nARTICLE VI       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . .     8  \n                 -----------------------------------------------------                                                     \n     6.1         REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8  \n     6.2         INDEMNITY OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12  \n     6.3         COVENANTS OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12  \n     6.4         REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER . . . . . . . . . . . . . . . . . . . . . .    13  \n                                                                                                                           \nARTICLE VII      CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . .    14  \n                 ------------------------------------------------------                                                    \n     7.1         CONDITIONS TO THE PURCHASER'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14  \n     7.2         FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . .    16  \n     7.3         CONDITIONS TO SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16  \n     7.4         FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . .    16  \n                                                                                                                           \nARTICLE VIII     PROVISIONS WITH RESPECT TO THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16  \n                 --------------------------------------                                                                    \n     8.1         SELLER'S CLOSING OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16  \n     8.2         PURCHASER'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17  \n     8.3         TITLE COMPANY'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18  \n                                                                                                                           \nARTICLE IX       EXPENSES OF CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18  \n                 -------------------                                                                                       \n     9.1         ADJUSTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18  \n     9.2         CLOSING COSTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18  \n                                                                                                                           \nARTICLE X        DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18  \n                 --------------------                                                                                      \n     10.1        SELLER'S DEFAULT; PURCHASER'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18  \n     10.2        PURCHASER'S DEFAULT; SELLER'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19  \n                                                                                                                           \nARTICLE XI       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19  \n                 -------------                                                                                             \n     11.1        SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19  \n\n\n\n                                                                                                                 \n      11.2       NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19\n      11.3       ENTIRE AGREEMENT; MODIFICATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20\n      11.4       APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20\n      11.5       CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20\n      11.6       BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20\n      11.7       EXTENSION OF DATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21\n      11.8       TIME IS OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21\n      11.9       WAIVER OF CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21\n      11.10      OFFER AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21\n      11.11      BROKERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21\n      11.12      RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21\n      11.13      NO ASSUMPTION OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21\n      11.14      COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21\n\n\n                         AGREEMENT OF SALE AND PURCHASE\n\n         THIS AGREEMENT OF SALE AND PURCHASE (the 'Agreement') is made and\nentered into by and between HEALTHSOUTH REHABILITATION CORPORATION, a Delaware\ncorporation (hereinafter referred to as 'Seller'), and CRESCENT CAPITAL TRUST,\nINC., a Maryland corporation (hereinafter referred to as 'Purchaser').  Seller\nand Purchaser are sometimes collectively referred to herein as the 'Parties'\nand each of the Parties is sometimes singularly referred to herein as a\n'Party'.\n\n         WHEREAS, Seller is the owner of the Property (as hereinafter defined),\nconsisting of certain real property and improvements thereon located in Pulaski\nCounty, Arkansas, consisting of a medical office building containing 11,963\nsquare feet, more or less, as more particularly described on Exhibit A attached\nhereto and made a part hereof for all purposes by this reference; and\n\n         WHEREAS, Seller desires to sell and Purchaser desires to purchase the\nProperty, and simultaneously therewith, to enter into a lease transaction\npursuant to which Purchaser shall lease to Seller, and Seller shall lease from\nPurchaser, the Property.\n\n         NOW, THEREFORE, in consideration of the sum of $10.00, the mutual\ncovenants and agreements contained herein and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged,\nthe Parties agree as follows:\n\n                                   ARTICLE I\n                                  DEFINITIONS\n\n         As used herein (including any Exhibits attached hereto), the following\nterms shall have the meanings indicated:\n\n         'Bill of Sale' means a bill or bills of sale in the form attached as\nExhibit B hereto, and sufficient to transfer to Purchaser all of the items set\nforth therein.\n\n         'Business Agreement' means any management agreement, service contract,\neasement, covenant, restriction or other agreement relating to the operation or\nmaintenance of the Property.\n\n         'Business Day(s)' means calendar days other than Saturdays, Sundays\nand legal holidays.\n\n         'Certificate of Non-Foreign Status' means a certificate dated as of\nthe Closing Date, addressed to Purchaser and duly executed by Seller, in the\nform of Exhibit C attached hereto.\n\n         'Claim' means any obligation, liability, lien, encumbrance, loss,\ndamage, cost, expense or claim, including, without limitation, any claim for\ndamage to property or injury to or death of any person or persons.\n\n         'Closing' means the consummation of the sale and purchase provided for\nherein, to be held at the offices of Sirote &amp; Permutt, P.C., 2222 Arlington\nAvenue South, Birmingham, Alabama or such other place as the Parties may\nmutually agree.\n\n         'Closing Certificate' means a certificate in the form of Exhibit D\nwherein Seller shall represent that the representations and warranties of\nSeller contained in this Agreement are true and correct as of\n\n\n\n\n\n                                       1\n\nthe Closing Date as if made on and as of the Closing Date, except with respect\nto those matters that may be disclosed in writing to and accepted by Purchaser\nprior to the Closing Date.\n\n         'Closing Date' means the closing date in the Escrow Agreement but no\nlater than June 30, 1994 or such earlier or later date as shall be hereafter\nagreed upon by the Parties.\n\n         'Credit Enhancements' means all security deposits, security interests,\nletters of credit, pledges, prepaid rent or other sums, deposits or interests,\nif any, held by Seller with respect to the Property, the Tenant Leases or the\nTenants.\n\n         'Deed' means a special (limited) warranty deed substantially in the\nform of Exhibit E attached hereto (as the same may be modified to comply with\nlocal law and custom), executed by Seller, as grantor, in favor of Purchaser,\nas grantee, conveying the Land and Improvements to Purchaser, subject only to\nthe Permitted Exceptions.\n\n         'Disclosure Schedule' has the meaning set forth in Section 6.1(u).\n\n         'Due Diligence Materials' means the information to be provided by\nSeller to Purchaser pursuant to the provisions of Section 4.1 hereof.\n\n         'Effective Date' means the later of the two dates on which this\nAgreement is signed and all changes initialed by Seller and Purchaser, as\nindicated by their signatures below; provided that in the event only one Party\ndates its signature, then the date of its signature shall be the Effective\nDate.\n\n         'Engineering Documents' means all site plans, surveys, soil and\nsubstrata studies, architectural drawings, plans and specifications,\nengineering plans and studies, floor plans, landscape plans, and other plans\nand studies that relate to the Land, the Improvements or the Fixtures and are\nin Seller's possession or control.\n\n         'Escrow Agreement' has the meaning set forth in Section 8.1 hereof.\n\n         'Exception Documents' means true, correct and legible copies of each\ndocument listed as an exception to title on the Title Commitment.\n\n         'Fixtures' means all permanently affixed equipment, machinery,\nfixtures, and other items of real and\/or personal property, including all\ncomponents thereof, now and hereafter located in, on or used in connection\nwith, and permanently affixed to or incorporated into the Improvements,\nincluding, without limitation, all furnaces, boilers, heaters, electrical\nequipment, heating, plumbing, lighting, ventilating, refrigerating,\nincineration, air and water pollution control, waste disposal, air-cooling and\nair-conditioning systems and apparatus, sprinkler systems and fire and theft\nprotection equipment, built-in vacuum, cable transmission, oxygen and similar\nsystems, all of which, to the greatest extent permitted by law, are hereby\ndeemed by the Parties hereto to constitute real estate, together with all\nreplacements, modifications, alterations and additions thereto, but\nspecifically excluding any Tenant's trade fixtures or other fixtures or\nequipment that a Tenant is permitted to remove pursuant to the applicable\nTenant Lease.\n\n         'Hazardous Materials' means any substance, including without\nlimitation, asbestos or any substance containing asbestos and deemed hazardous\nunder any Hazardous Materials Law, the group of organic compounds known as\npolychlorinated biphenyls, flammable explosives, radioactive materials,\n\n\n\n\n\n                                       2\n\nmedical waste, chemicals, pollutants, effluents, contaminants, emissions or\nrelated materials and items included in the definition of hazardous or toxic\nwastes, materials or substances under any Hazardous Materials Law.\n\n         'Hazardous Materials Law' means any law, regulation or ordinance\nrelating to environmental conditions, medical waste and industrial hygiene,\nincluding, without limitation, the Resource Conservation and Recovery Act of\n1976 ('RCRA'), the Comprehensive Environmental Response, Compensation and\nLiability Act of 1980 ('CERCLA'), as amended by the Superfund Amendments and\nReauthorization Act of 1986 ('SARA'), the Hazardous Materials Transportation\nAct, the Federal Water Pollution Control Act, the Clean Air Act, the Clean\nWater Act, the Toxic Substances Control Act, the Safe Drinking Water Act, and\nall similar federal, state and local environmental statutes, ordinances and the\nregulations, orders, or decrees now or hereafter promulgated thereunder.\n\n         'Independent Consideration' means the sum of $100.00.\n\n         'Improvements' means all buildings, structures, Fixtures and other\nimprovements of every kind now or on the Closing Date located on the Land,\nincluding, without limitation, all alleyways, connecting tunnels, crosswalks,\nsidewalks, landscaping, parking lots and structures, roads, drainage and all\nabove ground and underground utility structures, equipment systems that\nconstitute Fixtures and other so-called 'infrastructure' improvements.\n\n         'Intangible Property' means all intangible property or any interest\ntherein now or on the Closing Date owned or held by Seller in connection with\nthe Land, the Improvements or the Fixtures, or any business or businesses now\nor hereafter conducted by Seller or any Tenant thereon or with the use thereof,\nincluding all leases, the Business Agreements, contract rights, agreements,\ntrade names, water rights and reservations, zoning rights, business licenses\nand warranties (including those relating to construction or fabrication)\nrelated to the Land, the Improvements or the Fixtures, or any part thereof,\nprovided 'Intangible Property' shall not include the general corporate\ntrademarks, service marks, logos or insignia or books and records of Seller or\nthe Tenant Leases or the Credit Enhancements.\n\n         'IPO' has the meaning set forth in Section 7.1(k) hereof.\n\n         'Land' means the real property more particularly described on Exhibit A\nattached hereto and made a part hereof, together with all covenants, licenses,\nprivileges and benefits thereto belonging, and any easements, rights-of-way,\nrights of ingress or egress or other interests of Seller in, on, or to any\nland, highway, street, road or avenue, open or proposed, in, on, across, in\nfront of, abutting or adjoining such real property including, without\nlimitation, any strips and gores adjacent to or lying between such real\nproperty and any adjacent real property.\n\n         'Laws' means all federal, state and local laws, moratoria,\ninitiatives, referenda, ordinances, rules, regulations, standards, orders and\nother governmental requirements, including, without limitation, those relating\nto the environment, health and safety, disabled or handicapped persons.\n\n         'Lease' means a lease agreement in the form set forth on Exhibit G\nattached hereto and made a part hereof, which shall be executed and delivered\nby Seller and Purchaser at the Closing, and pursuant to the terms of which\nPurchaser shall lease the Property to Seller following the Closing.\n\n\n\n\n\n                                       3\n\n         'Lease Assignment' means an Assignment of Rents and Leases\nsubstantially in the form of Exhibit H attached hereto, to be executed by\nSeller to Purchaser at Closing, pursuant to the terms of which (i) Seller shall\nabsolutely and unconditionally assign to Purchaser all of its right, title and\ninterest in and to the Tenant Leases, and (ii) Seller shall assign to Purchaser\nthe Credit Enhancements, if any, as security for the obligations of Seller\nunder the Lease, and any other obligation of Seller to Purchaser.\n\n         'Party' or 'Parties' have the meanings set forth in the preamble to\nthis Agreement.\n\n         'Permits' means all permits, licenses, approvals, entitlements,\nnotifications, determinations and other governmental and quasi-governmental\nauthorizations including, without limitation, certificates of occupancy,\nrequired in connection with the ownership, planning, development, construction,\nuse, operation or maintenance of the Property. As used herein,\n'quasi-governmental' shall include the providers of all utilities services to\nthe Property.\n\n         'Permitted Exceptions' means those title exceptions or defects which\nare approved in writing by Purchaser pursuant to Article V of this Agreement.\n\n         'Property' means, collectively, the Land and all rights, titles, and\nappurtenant interests, the Credit Enhancements, the Improvements, the Fixtures,\nthe Intangible Property, the Warranties, the Business Agreements, the\nEngineering Documents and the Tenant Leases. As used in the foregoing,\n'appurtenant interests' shall mean those interests which pass by operation of\nlaw with the conveyance of the fee simple estate in the Land and Improvements.\n\n         'Purchase Price' means an amount equal to $2,060,000.00.\n\n         'Real Property' means the Land, the Improvements and the Fixtures.\n\n         'Review Period' has the meaning set forth in Section 5.2.\n\n         'Search Reports' means the initial reports of searches made of the\nUniform Commercial Code Records of the County in which the Property is located,\nand of the office of the Secretary of State of the State in which the Property\nis located, which searches shall reflect that none of the Property is\nencumbered by liens. The Search Reports shall be updated, at Seller's expense,\nat or within one week prior to Closing.\n\n         'Seller's Personal Property' means all machinery, equipment,\nfurniture, furnishings, beds, computers, signage, trade fixtures or other\npersonal property and consumable inventory and supplies used or useful in the\nbusiness of the Seller operated on the Property, except for the Property, all\nas more fully set forth on Exhibit I attached hereto.\n\n         'Sublease' means a sublease agreement in the form set forth on Exhibit\nJ attached hereto and made a part hereof, which shall be executed and delivered\nby Seller, as sublessor, and Sublessee, as sublessee, at the Closing, and\npursuant to the terms of which Seller shall sublease the Property to Sublessee\nfollowing the Closing.\n\n         'Sublessee' means HEALTHSOUTH Rehabilitation Center of Little Rock\nLimited Partnership, an Alabama limited partnership.\n\n\n\n\n\n                                       4\n\n         'Survey' means a current 'as-built' ALTA survey, certified to ALTA\nrequirements, prepared by an engineer or surveyor licensed in the State in\nwhich the Land is located acceptable to Purchaser, which shall: (a) include a\nlegal description of the Land by metes and bounds (which shall include a\nreference to the recorded plat, if any), and a computation of the area\ncomprising the Land in both acre, gross square feet and net square feet (to the\nnearest one-hundredth of said respective measurement); (b) accurately (upon\nSeller's belief, without inquiry) show the location on the Land of all\nimprovements, building and set-back lines, fences, evidence of abandoned\nfences, ponds, creeks, streams, rivers, officially designated 100-year flood\nplains and flood prone areas, canals, ditches, easements, roads, rights-of-way\nand encroachments; (c) be certified to the Purchaser, the Title Company, and\nany third-party lender designated by Purchaser; (d) legibly identify any and\nall recorded matters shown on the Title Commitment or on said survey by\nappropriate volume and page recording references and the survey shall show the\nlocation of all adjoining streets; and (e) be satisfactory to the Title Company\nso as to permit it to amend the standard exception for area and boundaries in\nthe Title Policy.\n\n         'Tenant' means the lessees or tenants under the Tenant Leases, if any.\n\n         'Tenant Leases' means all leases, subleases (including the Sublease)\nand other rental agreements, if any, (written or verbal, now or hereafter in\neffect) that grant a possessory interest in and to any space in the\nImprovements or that otherwise have rights with regard to the use of the Land\nor Improvements, and all Credit Enhancements, if any, held in connection\ntherewith.\n\n         'Title Commitment' means a current commitment issued by the Title\nCompany to the Purchaser pursuant to the terms of which the Title Company shall\ncommit to issue the Title Policy to Purchaser in accordance with the provisions\nof this Agreement, and reflecting all matters which would be listed as\nexceptions to coverage on the Title Policy.\n\n         'Title Company' means First American Title Insurance Company, whose\naddress is 6065 Roswell Road, N.E., Suite 120, Atlanta, Georgia 30328-4011,\nAttention: Mr. Rob Reeder.\n\n         'Title Policy' means an ALTA Extended Coverage Owner's Policy of Title\nInsurance (1970 Form B - 1990 revision), together with such endorsements\nthereto as are reasonably and customarily required by institutional purchasers\nof real property similar to the Property, with liability in the amount of the\nPurchase Price, dated as of the Closing Date, issued by the Title Company,\ninsuring title to the fee interest in the Real Property in Purchaser, subject\nonly to the Permitted Exceptions and to the standard printed exceptions\nincluded in the ALTA standard form owner's extended coverage policy of title\ninsurance, with the following modifications: (a) the exception for areas and\nboundaries shall be deleted; (b) the exception for ad valorem taxes shall\nreflect only taxes for the current and subsequent years; (c) any exception as\nto parties in possession shall be limited to rights of tenants in possession,\nas tenants only, pursuant to the Lease and the Tenant Leases; (d) there shall\nbe no general exception for visible and apparent easements or roads and\nhighways or similar items (with any exception for visible and apparent\neasements or roads and highways or similar items to be specifically referenced\nto and shown on the Survey and also identified by applicable recording\ninformation); and (e) all other exceptions shall be modified or endorsed in a\nmanner reasonably acceptable to Purchaser.\n\n         'Warranties' means all warranties, representations and guaranties with\nrespect to the Property, whether express or implied, which Seller now holds or\nunder which Seller is the beneficiary, including, without limitation, all of\nthe representations, warranties and guaranties given and\/or assigned to Seller\nunder the Tenant Leases.\n\n\n\n\n\n                                       5\n\n                                   ARTICLE II\n                     AGREEMENTS TO SELL, PURCHASE AND LEASE\n\n         2.1     AGREEMENT TO SELL AND PURCHASE.  On the Closing Date, Seller\nshall sell, convey, assign, transfer and deliver to Purchaser and Purchaser\nshall purchase, acquire and accept from Seller, the Property, for the Purchase\nPrice and subject to the terms and conditions of this Agreement.  To the extent\npermitted or required by law, Seller shall assign to Purchaser all of Seller's\nright, title and interest in and to the Permits.\n\n         2.2     AGREEMENT TO LEASE.  On the Closing Date, and subject to\nperformance by the Parties of the terms and provisions of this Agreement,\nPurchaser shall lease to Seller and Seller shall lease from Purchaser, the\nProperty at the rental and upon the terms and conditions set forth in the\nLease.\n\n                                  ARTICLE III\n                                 PURCHASE PRICE\n\n         3.1     PAYMENT OF PURCHASE PRICE.  The Purchase Price shall be paid\nby Purchaser delivering to the Title Company at the Closing a wire transfer or\nother immediately available funds payable to the order of the Title Company in\nthe amount of the Purchase Price, subject to adjustment as provided in Article\nIX hereof.\n\n         3.2     INDEPENDENT CONSIDERATION.  Within three Business Days\nfollowing the Effective Date, Purchaser shall deliver to the Title Company, in\nfunds immediately forfeitable to Seller, the Independent Consideration, as\nindependent consideration for any option granted to Purchaser by Seller herein,\nand based upon such consideration and the mutual covenants of Seller and\nPurchaser contained herein, Seller hereby agrees that any such option granted\nPurchaser is irrevocable and Seller shall not terminate said option without the\nprior written consent of Purchaser, except as may be expressly provided for\nherein.\n\n                                   ARTICLE IV\n                  ITEMS TO BE FURNISHED TO PURCHASER BY SELLER\n\n         4.1     DUE DILIGENCE MATERIALS.  Within 15 days after the Effective\nDate, Seller shall deliver to Purchaser or make available to Purchaser at the\nProperty for its review the following items:\n\n         (a)     True, correct, complete and legible copies of all Tenant\nLeases, Business Agreements, Warranties, Permits, and Engineering Documents;\n\n         (b)     A true, correct, complete and legible rent roll of all\nexisting Tenant Leases, if any, setting forth with respect to each of the\nTenant Leases: (i) the premises covered; (ii) the date of such Tenant Lease and\nall amendments and modifications thereto; (iii) the name of the Tenant,\nlicensee or occupant; (iv) the term, including specification of the\ncommencement date and the termination date; (v) the rents; (vi) the nature and\namount of the security deposits thereunder; if any (vii) options to renew or\nextend contained in any of the Tenant Leases; (viii) the status of Tenant\nimprovements to be performed by Seller; and\n\n         (c)     An inventory of the Seller's Personal Property;\n\n         (d)     True, correct, complete and legible copies of the following\nitems:\n\n\n\n\n\n                                       6\n\n                 (i)      tax statements or assessments for all real estate and\n         personal property taxes assessed against the Property for the current\n         and the prior two calendar years;\n\n                 (ii)     all existing fire and extended coverage insurance\n         policies and any other insurance policies pertaining to the Property;\n\n                 (iii)    all instruments evidencing, governing or securing the\n         payment of any loans secured by the Property or related thereto;\n\n                 (iv)     unaudited balance sheets and income statements of the\n         Seller for 1991, 1992 and 1993, certified as correct to the best\n         knowledge of an officer or managing general partner of Seller, as the\n         case may be;\n\n                 (v)      all environmental studies or impact reports relating\n         to the Property in possession or control of Seller, if any, and any\n         approvals, conditions, orders or declarations issued by any\n         governmental authority relating thereto (such studies and reports\n         shall include, but not be limited to, reports indicating whether the\n         Property is or has been contaminated by Hazardous Materials); and\n\n                 (vi)     all litigation files, if any, with respect to any\n         pending litigation and claim files for any claims made or threatened,\n         the outcome of which might have a material adverse effect on the\n         Property or the use and operation of the Property.\n\n         4.2     DUE DILIGENCE REVIEW.  During the Review Period Purchaser\nshall be entitled to review the Due Diligence Materials delivered or made\navailable by Seller to Purchaser pursuant to the provisions of Section 4.1\nabove.  If Purchaser shall, for any reason in Purchaser's sole discretion,\ndisapprove or be dissatisfied with any aspect of such information, or the\nProperty, then Purchaser shall be entitled to terminate this Agreement by\ngiving written notice thereof to Seller on or before the expiration of the\nReview Period, whereupon this Agreement shall automatically be rendered null\nand void, all moneys which have been delivered by Purchaser to Seller or the\nTitle Company (other than the Independent Consideration) shall be immediately\nreturned to Purchaser and thereafter neither Party shall have any further\nobligations or liabilities to the other hereunder.  Alternatively, Purchaser\nmay give written notice setting forth any defect, deficiency or encumbrance and\nspecify a time within which Seller may remedy or cure such matter (before or\nafter the expiration of the Review Period). If any defect, deficiency or\nencumbrance, so noticed, is not satisfied or resolved to the satisfaction of\nPurchaser, in Purchaser's sole discretion, within the time period specified in\nsuch written notice, this Agreement shall automatically terminate as provided\nin this section.  If no such notice is timely given, then Purchaser shall be\ndeemed to have waived its right to so terminate.  Also, Purchaser shall treat\nthe Due Diligence Materials as confidential and shall use them solely for the\npurpose of evaluating the Property.  If this Agreement is terminated, Purchaser\nshall promptly redeliver to Seller all Due Diligence Materials and shall not\nretain any copies, extracts or other reproductions in whole or in part of the\nDue Diligence Materials.\n\n                                   ARTICLE V\n                                TITLE AND SURVEY\n\n         5.1     TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY.  Within 15\ndays after the Effective Date, Seller shall deliver or cause to be delivered to\nPurchaser, the Title Commitment, Exception Documents, Survey, and Search\nReports.\n\n\n\n\n\n                                       7\n\n         5.2     REVIEW PERIOD.  Purchaser shall have the right to review the\nTitle Commitment, Exception Documents, Search Reports and Survey for a period\nof 30 days from the date of Purchaser's receipt of the last of such items (the\n'Review Period'). In the event any matters appear therein that are unacceptable\nto Purchaser, Purchaser shall, within the Review Period notify Seller in\nwriting of such fact. Upon the expiration of said Review Period, Purchaser\nshall be deemed to have accepted all exceptions to title referenced in the\nTitle Commitment and all matters shown on the Survey except for matters which\nare the subject of a notification made under the preceding sentence, and such\naccepted exceptions shall be included in the term 'Permitted Exceptions' as\nused herein; provided that in no event shall any of the items listed on\nSchedule B-1 or C of the Title Commitment constitute Permitted Exceptions for\npurposes hereof.  In the event that Purchaser objects to any such matters\nwithin the Review Period, Seller shall have 30 days from receipt of such notice\nwithin which to eliminate or modify any such unacceptable exceptions or items.\nIn the event that Seller is unable or unwilling to eliminate or modify such\nunacceptable items to the satisfaction of Purchaser on or before the expiration\nof said 30-day period, Purchaser may either (a) waive such objections and\naccept title to the Property subject to such unacceptable items (which items\nshall then be deemed to constitute part of the 'Permitted Exceptions'), or (b)\nterminate this Agreement by written notice to Seller, whereupon this Agreement\nshall automatically be rendered null and void, all moneys which have been\ndelivered by Purchaser to Seller or the Title Company (other than the\nIndependent Consideration) shall be immediately returned to Purchaser, and\nthereafter neither Party shall have any further obligations or liabilities to\nthe other hereunder.\n\n         5.3     ADDITIONAL EXCEPTIONS.  In the event that at any time the\nTitle Commitment, Exception Documents, Survey or Search Reports are modified\n(other than the deletion or elimination of any item as to which Purchaser has\nmade an objection), Purchaser shall have the right to review and approve or\ndisapprove any such modification and to terminate this Agreement in the event\nthat Seller is unable or unwilling to eliminate any such matters to the\nsatisfaction of Purchaser in accordance with the provisions of Section 5.2\nabove, except that Purchaser's Review Period as to such additional items shall\nbe for a period expiring on the date that is the earlier to occur of (a) 15\ndays following the date of Purchaser's receipt of such modification, and (b)\nthe Closing Date, and all other time periods referred to in Section 5.2 shall\nexpire on the date that is the earlier of (i) the final day of the specified\ntime period as set forth therein, and (ii) the Closing Date.\n\n                                   ARTICLE VI\n             REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS\n\n         6.1     REPRESENTATIONS AND WARRANTIES OF SELLER.  To induce Purchaser\nto enter into this Agreement and to purchase the Property, Seller represents\nand warrants to Purchaser, to the best of its knowledge, as follows:\n\n         (a)     Pursuant to Section 5.2 hereof, Seller has and at the Closing\nSeller will have, and will convey, transfer and assign to Purchaser, good,\nmarketable, fee simple and insurable title to the Land, free and clear of any\ndeeds of mortgages, liens, encumbrances, leases, tenancies, licenses, chattel\nmortgages, conditional sales agreements, security interests, covenants,\nconditions, restrictions, judgments, rights-of-way, easements, encroachments\nand any other matters affecting title or use of the Property.\n\n         (b)     Seller has duly and validly authorized and executed this\nAgreement, and has right, title, power and authority to enter into this\nAgreement and, at Closing, to consummate the actions provided for herein, and\nthe joinder of no person or entity will be necessary to convey the Property\nfully and completely to Purchaser at Closing and to lease the Property from\nPurchaser following Closing. The\n\n\n\n\n\n                                       8\n\nexecution by Seller of this Agreement and the consummation by Seller of the\ntransactions contemplated hereby do not, and at the Closing will not, result in\na breach of any of the terms or provisions of, or constitute a default or a\ncondition which upon notice or lapse of time or both would ripen into a default\nunder any indenture, agreement, instrument or obligation to which Seller is a\nparty or by which the Property or any portion thereof is bound; and does not\nand at the Closing will not, constitute a violation of any order, rule or\nregulation applicable to Seller or any portion of the Property of any court or\nof any federal or state or municipal regulatory body or administrative agency\nor other governmental body having jurisdiction over Seller or any portion of\nthe Property.\n\n         (c)     Without the benefit of any independent investigation or\nestoppel certificates from any of the Tenants, there are no adverse or other\nparties in possession of the Property or of any part thereof except the\nproperty manager, Seller and Tenants, if any, under valid and effective Tenant\nLeases delivered to Purchaser pursuant to this Agreement.  No party has been\ngranted any license, lease or other right relating to the use or possession of\nthe Property, except Tenants under Tenant Leases which have been delivered to\nPurchaser pursuant to this Agreement.\n\n         (d)     Each Tenant Lease, if any, furnished to Purchaser pursuant to\nthis Agreement is in full force and effect and has not been materially amended,\nmodified or supplemented in any way that has not been disclosed to Purchaser in\nwriting.  The Tenant Leases, if any, furnished to Purchaser pursuant to this\nAgreement constitute all material written and oral agreements of any kind for\nthe leasing, rental or occupancy of any portion of the Property.  No material\ndefault or breach on the part of the Seller as landlord or Tenant exists under\nany of the Tenant Leases.  All material Tenant improvements, repairs and other\nwork and obligations, if any, then required to be performed by the landlord\nunder each of the Tenant Leases will be fully performed and paid for in full on\nor prior to the Closing.  Seller has not, except as disclosed to Purchaser in\nwriting, accepted the payment of rent or other sums due under any of the Tenant\nLeases for more than one month in advance.\n\n         (e)     None of the Tenant Leases and none of the rents or other\ncharges payable thereunder, if any, have been assigned, pledged or encumbered\nby Seller.\n\n         (f)     No brokerage or leasing commissions or other compensation will\nbe due or payable to any person, firm, corporation or other entity with respect\nto, or on account of, any Tenant Lease or any extensions or renewals thereof,\nif any, excepting those agreements entered into or accepted in writing by\nPurchaser.\n\n         (g)     No notice has been received by Seller and Seller is not aware\nof any person having received notice from any insurance company that has issued\na policy with respect to any portion of the Property or from any board of fire\nunderwriters (or other body exercising similar functions), claiming any defects\nor deficiencies or requiring the performance of any repairs, replacements,\nalterations or other work.  No notice has been received by Seller from any\nissuing insurance company that any of such policies will not be renewed, or\nwill be renewed only at a higher premium rate than is presently payable\ntherefor, except as disclosed to and accepted by Purchaser in writing.\n\n         (h)     No pending condemnation, eminent domain, assessment or similar\nproceeding or charge affecting the Property or any portion thereof exists.\nSeller has not received any notice of a proposed increase in the assessed\nvaluation of the Property.\n\n\n\n\n\n                                       9\n\n         (i)     All of the Improvements (including all utilities) have been\nsubstantially completed and installed and are being used in substantial\naccordance with all applicable Laws, including the plans and specifications\napproved by the governmental authorities having jurisdiction to the extent\napplicable.  Permanent certificates of occupancy, all licenses, permits,\nauthorizations and approvals required by all governmental authorities having\njurisdiction, and the requisite certificates of the local board of fire\nunderwriters (or other body, exercising similar functions) have been issued for\nthe Improvements, all of the same will be in full force and effect. The\nImprovements, as designed and constructed, comply materially with all statutes,\nrestrictions, regulations and ordinances applicable thereto.\n\n         (j)     The existing water, sewer, gas and electricity lines, storm\nsewer and other utility systems on the Land are adequate to serve the utility\nneeds of the Property.  All utilities required for the operation of the\nImprovements will enter the Land through adjoining public streets or through\nadjoining private land in accordance with valid public or private easements\nthat will inure to the benefit of Purchaser.  All approvals, licenses and\npermits required for said utilities have been obtained and are in force and\neffect. All of said utilities are installed and operating, all installation and\nconnection charges have been paid in full, and the right to the return of any\ndeposit or contribution in connection therewith shall inure to Purchaser.\n\n         (k)     There are no material structural defects in any of the\nbuildings or other Improvements constituting the Property.  The Improvements,\nall heating, electrical, plumbing and drainage at, or servicing, the Property\nand all facilities and equipment relating thereto are in reasonably good\ncondition and working order and adequate in quantity and quality for the normal\noperation of the Property. No part of the Property has been destroyed or\ndamaged by fire or other casualty. There are no unsatisfied requests for\nrepairs, restorations or alterations with regard to the Property from any\nTenant, lender, insurance provider or governmental authority.\n\n         (l)     No work has been performed or is in progress at the Property,\nand no materials will have been delivered to the Property that might reasonably\nbe expected to provide the basis for a mechanic's, materialmen's or other lien\nagainst the Property or any portion thereof.\n\n         (m)     There will exist no material service contracts, management or\nother agreements applicable to the Property other than the Business Agreements\nfurnished to Purchaser pursuant to Section 4.1.  There are no material\nagreements or understandings (whether oral or written) with respect to the\nProperty or any portion thereof, to which Seller is a party, other than those\ndelivered to Purchaser pursuant to Section 4.1\n\n         (n)     No default or breach exists under any of the Business\nAgreements, or any of the covenants, conditions, restrictions, rights-of-way or\neasements affecting the Property or any portion thereof.\n\n         (o)     There are no actions, suits or proceedings pending or\nthreatened against or affecting the Property or any portion thereof, any of the\nTenant Leases or relating to or arising out of the ownership, or by any\nfederal, state, county or municipal department, commission, board, bureau or\nagency or other governmental instrumentality, other than those disclosed to\nPurchaser pursuant to Section 4.1.  All judicial proceedings concerning the\nProperty will be finally dismissed and terminated prior to Closing.\n\n         (p)     The Property has free and unimpeded access to presently\nexisting public highways and\/or roads (either directly or by way of perpetual\neasements), and all approvals necessary therefor have been\n\n\n\n\n\n                                       10\n\nobtained and in full force and effect.  No fact or condition exists which would\nresult in the termination of the current access from the Property to any\npresently existing public highways and\/or roads adjoining or situated on the\nProperty.\n\n         (q)     There are no attachments, executions, assignments for the\nbenefit of creditors, or voluntary or involuntary proceedings in bankruptcy or\nunder any other debtor relief laws contemplated by or pending or, threatened\nagainst Seller or the Property.\n\n         (r)     Other than with respect to activities in connection with or\nconditions arising strictly from customary and ordinary use or maintenance of\nthe Property by Seller and Tenants in full compliance with any or all Hazardous\nMaterials Law, Seller is unaware of (i) any Hazardous Materials installed,\nused, generated, manufactured, treated, handled, refined, produced, processed,\nstored or disposed of, or otherwise on or under the Property; (ii) any activity\nbeing undertaken on the Property which could cause (a) the Property to become a\nhazardous waste treatment, storage or disposal facility within the meaning of\nany Hazardous Materials Law, (b) a release or threatened release of Hazardous\nMaterials from the Property within the meaning of any Hazardous Materials Law\nor (c) the discharge of Hazardous Materials into any watercourse, body of\nsurface or subsurface water or wetland, or the discharge into the atmosphere of\nany Hazardous Materials which would require a permit under any Hazardous\nMaterials Law; (iii) any activity undertaken with respect to the Property which\nwould cause a violation or support a claim under any Hazardous Materials Law;\n(iv) any investigation, administrative order, litigation or settlement with\nrespect to any Hazardous Materials, being threatened or in existence with\nrespect to the Property; (v) any notice being served on Seller from any entity,\ngovernmental body or individual claiming any violation of any Hazardous\nMaterials Law, or requiring compliance with any Hazardous Materials Law, or\ndemanding payment or contribution for the environmental damage or injury to\nnatural resources.  Seller has not obtained and is not required to obtain, and\nSeller has no knowledge of any reason Purchaser will be required to obtain, any\npermits, licenses, or similar authorizations to occupy, operate or use the\nImprovements or any part of the Property by reason of any Hazardous Materials\nLaw.\n\n         (s)     The Purchase Price is being allocated to the Real Property and\nthe portion of the Property which is considered to be personal property as set\nforth on Exhibit K attached hereto.\n\n         (t)     No certificate of need or approval or consent from any\ngovernmental authority is necessary or appropriate for Seller's use of the\nproperty.\n\n         (u)     All documents and information delivered by Seller to Purchaser\npursuant to the provisions of this Agreement are materially true, correct and\ncomplete as of the date hereof and will be correct and complete as of the\nClosing Date, except as set forth in this Agreement and in the disclosure\nschedule accompanying this Agreement and initialled by the Parties (the\n'Disclosure Schedule').  The Disclosure Schedule will be arranged in paragraphs\ncorresponding to the lettered paragraphs in this Section 6.1 and Section 6.3.\nFrom time to time after the execution of this Agreement until the Closing,\nSeller shall deliver to Purchaser one or more supplemental schedules setting\nforth all changes in the schedules, and in previously delivered supplemental\nschedules, if any, and in any of the representations and warranties made herein\nwhether or not previously modified by a schedule, arising out of matters\ndiscovered or occurring prior to the Closing.  Purchaser and its counsel shall\nhave 30 days to object in writing to any material information in any\nsupplemental schedule; failure by Purchaser to notify Seller within such 30-day\nperiod of any objection to information provided in the supplemental schedule\nprior to the Closing shall be deemed to be approval thereof.\n\n\n\n\n\n                                       11\n\n         6.2     INDEMNITY OF SELLER.  Subject to the provisions provided\nhereafter limiting the liability of Seller, Seller hereby agrees to indemnify\nand defend, at its sole cost and expense, and hold Purchaser, its successors\nand assigns, harmless from and against and to reimburse Purchaser with respect\nto any and all claims, demands, actions, causes of action, losses, damages,\nliabilities, costs and expenses (including, without limitation, reasonable\nattorneys' fees and court costs) of any and every kind or character, known or\nunknown, fixed or contingent, asserted against or incurred by Purchaser at any\ntime and from time to time by reason of or arising out of (a) the breach of any\nrepresentation or warranty of Seller set forth in this Agreement, (b) the\nfailure of Seller, in whole or in part, to perform any obligation required to\nbe performed by Seller pursuant to Section 6.1 or (c) except for the matters\ndisclosed herein or in the Disclosure Schedule the ownership, construction,\noccupancy, operation, use and maintenance of the Property prior to the Closing\nDate.  This obligation of indemnity shall remain in effect only for the term of\nthe Lease, but notwithstanding such limitation, otherwise it shall be without\nlimitation with respect to the violation on or before the Closing Date of any\nHazardous Material Law in effect on or before the Closing Date and any and all\nmatters arising out of any act, omission, event or circumstance existing or\noccurring on or prior to the Closing Date (including, without limitation, the\npresence on the Property or release from the Property of Hazardous Materials\ndisposed of or otherwise released prior to the Closing Date) which results in a\nviolation of a Hazardous Materials Law, regardless of whether the act,\nomission, event or circumstance constituted a violation of any Hazardous\nMaterials Law at the time of its existence or occurrence.  The provisions of\nthis Section 6.2 shall survive the Closing of the transaction contemplated by\nthis Agreement and shall continue thereafter in full force and effect for the\nbenefit of Purchaser, its successors and assigns. However, notwithstanding any\nprovision of this Agreement to the contrary, Purchaser may exercise any right\nor remedy Purchaser may have at law or in equity should Seller fail to meet,\ncomply with or perform its indemnity obligations required by this Section 6.2.\n\n         6.3     COVENANTS OF SELLER.  Seller covenants and agrees with\nPurchaser, from the Effective Date until the Closing or earlier termination of\nthis Agreement:\n\n         (a)     Seller shall not collect rents in advance for more than one\nmonth.\n\n         (b)     Upon reasonable notice as to time by Purchaser to Seller or\nany Tenant affected thereby, subject to the provisions of any of the Tenant\nLeases, Purchaser shall be entitled to make all inspections or investigations\ndesired by Purchaser with respect to the Property or any portion thereof, and,\nsubject to the Tenant Leases and any security requirements, shall have complete\nphysical access to the Property and each of the leased premises located\nthereon, which access shall not unreasonably interfere with Tenants in\npossession. Seller and any Tenant affected thereby shall have the right to have\none or more representatives present at any such inspection or investigation.\nPurchaser agrees to (i) repair any damages to the Property resulting from its\ninspection, (ii) prevent any liens from being filed against the Property\nresulting from such inspections, and (iii) indemnify Seller from any and all\nClaims by Purchaser arising out of such inspections.\n\n         (c)     Seller shall cause to be maintained in full force fire and\nextended coverage insurance upon the Property and public liability insurance\nwith respect to damage or injury to persons or property occurring on or\nrelating to operation of the Property in substantially the amounts as are\nmaintained by Seller on the date of this Agreement.\n\n         (d)     Seller shall pay when due all bills and expenses of the\nProperty. Seller shall not voluntarily enter into or assume any new contracts\nor obligations with regard to the Property which are in addition to or\ndifferent from those furnished and disclosed to Purchaser and reviewed and\napproved\n\n\n\n\n\n                                       12\n\npursuant to Section 4.1 other than any which may be terminated upon not more\nthan 30 days prior notice or any providing for a term of 12 months or less and\nan annual payment of not more than $10,000.00.\n\n         (e)     Seller shall not create or voluntarily permit to be created\nany liens, easements or other encumbrances affecting any portion of the\nProperty or the uses thereof without the prior written consent of Purchaser.\n\n         (f)     Seller will pay, as and when due, all interest and principal\nand all other charges payable under any indebtedness secured by the Property of\nSeller from the date hereof until Closing and will not knowingly suffer or\npermit any material default or amend or modify the documents evidencing or\nsecuring any such indebtedness of Seller to institutional lenders without the\nprior consent of Purchaser.\n\n         (g)     Seller will: (i) give to Purchaser, its attorneys, accountants\nand other representatives, during normal business hours and as often as may be\nrequested, full access to the Property and to all books, records and files (but\nexcluding information which may be protected by the attorney-client privilege)\nrelating to the Property; provided that Purchaser will not interfere with the\nbusiness operations of any of the Tenants or subject Seller to unreasonable\nexpense not expressly contemplated by this Agreement; (ii) furnish to Purchaser\nall information concerning the Property which the Purchaser, its attorneys,\naccountants or other representatives will reasonably request; and (iii) furnish\nto Purchaser, to the extent readily available to Seller, all information\nnecessary for an audit to be conducted with respect to the operations of the\nProperty for the 36-month period preceding the Closing, including, without\nlimitation, the general ledger, check register, cash receipts and disbursement\njournals, bank statements, rent rolls, Tenant Leases, invoices relating to\ndirect operating expenses, ad valorem tax statements, payroll records, schedule\nof accounts payable, schedule of accounts receivable; and (iv) cooperate with\nPurchaser in the conducting of such audit to the extent that it does not\nmaterially interfere with Seller's business or require any substantial\nout-of-pocket expense and will deliver to the accountants conducting such audit\nsuch information known to Seller as may be reasonably required addressing,\namong other things, any irregularities or undisclosed claims or liabilities\nthat could have a material effect on the results of the audit.  Any information\nfurnished to Purchaser hereunder shall be subject to the confidentiality\nprovisions contained in Section 4.2.\n\n         (h)     Seller shall not remove any of the Seller's Personal Property\nfrom the Land or Improvements which is necessary for the operation of the\nProperty as it is currently being used without replacing same with\nsubstantially similar items of equal or greater value.\n\n         6.4     REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.\nPurchaser represents and warrants to Seller that:\n\n         (a)     Purchaser has duly and validly authorized and executed this\nAgreement, and has full right, power and authority to enter into this Agreement\nand to consummate the actions provided for herein, and the joinder of no person\nor entity will be necessary to purchase the Property from Seller at Closing,\nand to lease the Property to Seller following Closing.\n\n         (b)     The execution by Purchaser of this Agreement and the\nconsummation by Purchaser of the transactions contemplated herein do not, and\nat the Closing will not, result in any breach of any of the terms or provisions\nof or constitute a default or a condition which upon notice or lapse of time or\nboth would ripen into a default under any indenture, agreement, instrument or\nobligation to which Purchaser is a party; and does not constitute a violation\nof any order, rule or regulation applicable to\n\n\n\n\n\n                                       13\n\nPurchaser or any portion of the Property of any court or of any federal or\nstate or municipal regulatory body or administrative agency or other\ngovernmental body having jurisdiction over Purchaser.\n\n         (c)     Purchaser shall have made its own investigation regarding\nanticipated future Property performance, revenues, profits and expenses and\nshall not rely on any performance, revenue, profit or expense projections,\nforecasts or predictions relating to the Property provided by or on behalf of\nSeller; provided that the foregoing provision shall in no way lessen or\ndiminish the obligation of Seller to furnish true and correct copies of the Due\nDiligence Materials to Purchaser as provided under Article IV hereof.\n\n         (d)     Purchaser shall indemnify and hold Seller harmless from and\nagainst any claims for any brokerage fee or commission, finder's fee or\nfinancial advisory fee arising from or related to the transactions contemplated\nby this Agreement and which is asserted by any person or entity claiming to\nhave acted as agent or a representative of Purchaser.\n\n         (e)     All documents and information delivered by Purchaser to Seller\npursuant to the provisions of this Agreement are true, correct and complete as\nof the date hereof and will be correct and complete as of the Closing Date,\nexcept as set forth in this Agreement and in the Disclosure Schedule.  From\ntime to time after the execution of this Agreement until the Closing, Purchaser\nshall deliver to Seller one or more supplemental schedules setting forth all\nchanges in the schedules, and in previously delivered supplemental schedules,\nif any, and in any of the representations and warranties made herein whether or\nnot previously modified by a schedule, arising out of matters discovered or\noccurring prior to the Closing.  Seller and its counsel shall have 30 days to\nobject in writing to any material information in any supplemental schedule;\nfailure by Seller to notify Purchaser within such 30-day period of any\nobjection to information provided in the supplemental schedule prior to the\nClosing shall be deemed to be approval thereof.\n\n                                  ARTICLE VII\n             CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS\n\n         7.1     CONDITIONS TO THE PURCHASER'S OBLIGATIONS.  The obligations of\nPurchaser to purchase the Property from Seller and to consummate the\ntransactions contemplated by this Agreement are subject to the satisfaction, as\nof the Closing, of each of the following conditions:\n\n         (a)     All of the representations and warranties of Seller set forth\nin this Agreement shall be true as of the Closing in all material respects\nexcept for changes expressly permitted or contemplated by the terms of this\nAgreement.\n\n         (b)     Seller shall have delivered, performed, observed and complied\nin all material respects with, all of the items, instruments, documents,\ncovenants, agreements and conditions required by this Agreement to be\ndelivered, performed, observed and complied with by Seller prior to, or as of,\nthe Closing.\n\n         (c)     Neither Seller nor any Tenant shall be in receivership or\ndissolution proceedings or have made any assignment for the benefit of\ncreditors, or admitted in writing its inability to pay its debts as they\nmature, or have been adjudicated as bankrupt, or have filed a petition in\nvoluntary bankruptcy, a petition or answer seeking reorganization or an\narrangement with creditors under the federal bankruptcy law or any other\nsimilar law or statute of the United States or any state and no such petition\nshall have been filed against it.\n\n\n\n\n\n                                       14\n\n         (d)     No material or substantial change shall have occurred with\nrespect to the condition, financial or otherwise, of the Property or the\nSeller.\n\n         (e)     Neither the Property nor any part thereof or interest therein\nshall have been taken by execution or other process of law in any action prior\nto Closing.\n\n         (f)     Seller shall have obtained and delivered to Purchaser a\ncurrent report, dated no more than ten days prior to this Agreement, from a\nlicensed pest control company reasonably acceptable to Purchaser, and which\nmust show the Property to be free of all termite, or other destructive insect\nand pest infestation, dry rot, fungus or other destructive agency infestation.\n\n         (g)     Purchaser shall be reasonably satisfied with its inspection of\nthe Property with respect to the physical condition thereof by agents or\ncontractors selected by Purchaser.\n\n         (h)     Purchaser shall have received, in form acceptable to\nPurchaser, evidence of compliance by the Property with all Permits required as\nof the Effective Date hereof and such other Permits as may be necessary or\nappropriate for the operation of the Property for the current and intended use\nand for the transactions contemplated by this Agreement and the Lease.\n\n         (i)     All necessary approvals, consents, estoppel certificates and\nthe like of third parties to the validity and effectiveness of the transactions\ncontemplated hereby shall have been obtained.\n\n         (j)     Purchaser shall be reasonably satisfied that the Property is\nsufficient and adequate for Seller to carry on the business now being conducted\nthereon and that the Property is in good condition and repair as reasonably\nrequired for the proper operation and use thereof in compliance with applicable\nLaws and the requirements of applicable accreditation and licensing\nauthorities.\n\n         (k)     Purchaser (or Purchaser's corporate parent company) shall have\nbeen successful in causing the formation of a real estate investment trust\nwhose interests have been sold to the public and in connection therewith has\nraised capital in an amount not less than $100,000,000.00 (the 'IPO').\n\n         (l)     Purchaser shall be satisfied with all matters regarding title\nand survey pursuant to Article V hereof.\n\n         (m)     The Purchaser shall have obtained an environmental site\nassessment report covering the Property in form and content acceptable to\nPurchaser.\n\n         (n)     No portion of the Property shall have been destroyed by fire\nor casualty.\n\n         (o)     No condemnation, eminent domain or similar proceedings shall\nhave been commenced or threatened with respect to any portion of the Property.\n\n         (p)     Purchaser shall have received an appraisal satisfactory to\nPurchaser in all respects, including without limitation, a fair market value\nsubstantially equivalent to the Purchase Price.\n\n         (q)     Seller shall have provided such representations, warranties\nand consents as may be reasonably required by the United States Securities and\nExchange Commission in connection with the IPO, including but not limited to\ninclusion of financial statements, financial information and other\n\n\n\n\n\n                                       15\n\nrequired information concerning Seller, or any affiliate in any United States\nSecurities and Exchange Commission filings.\n\n         7.2     FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS.  In the\nevent any one or more of the conditions to Purchaser's obligations are not\nsatisfied in whole or in part as of the Closing, Purchaser, at Purchaser's\noption, shall be entitled to: (a) terminate this Agreement by giving written\nnotice thereto to Seller, whereupon all moneys which have been delivered by\nPurchaser to Seller or the Title Company (other than the Independent\nConsideration) shall be immediately refunded to Purchaser and neither Purchaser\nnor Seller shall have any further obligations or liabilities hereunder; (b)\nwaive such failure of condition and proceed to Closing hereunder; or (c) pursue\nsuch other remedies as may be available to Purchaser.\n\n         7.3     CONDITIONS TO SELLER'S OBLIGATIONS.  The obligations of Seller\nto sell the Property to Purchaser and to consummate the transactions\ncontemplated by this Agreement are subject to the satisfaction, as of the\nClosing Date, of each of the following conditions:\n\n         (a)     The representations and warranties of Purchaser contained\nherein shall be in all material respects true and accurate as of the Closing\nDate.\n\n         (b)     Purchaser shall have delivered, performed, observed and\ncomplied in all material respects with all of the items, instruments,\ndocuments, covenants, agreements and conditions required by this Agreement to\nbe delivered, performed, observed and complied with by Purchaser as of the\nClosing Date.\n\n         (c)     No statute, rule, regulation, order, decree or injunction\nshall have been enacted, entered, promulgated or enforced by any court of\ncompetent jurisdiction or United States governmental authority which prohibits\nthe consummation of the transactions contemplated by this Agreement.\n\n         (d)     All action required to be taken by the Purchaser to authorize\nthe execution, delivery, and performance of this Agreement and the other\nagreements or documents related hereto, and the consummation of the\ntransactions contemplated hereby, shall have been duly and validly taken.\n\n         (e)     Seller shall have received duly executed copies of all\nrequired Permits and\/or necessary consents and approvals in form and substance\nsatisfactory to Seller of third parties to the validity and effectiveness of\nthe transactions contemplated by this Agreement.\n\n         7.4     FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS.  In the event\nany one or more of the conditions to Seller's obligations are not satisfied in\nwhole or in part as of the Closing, Seller, at Seller's option, shall be\nentitled to: (a) terminate this Agreement by giving written notice thereto to\nPurchaser, whereupon all moneys which have been delivered by Purchaser to\nSeller or the Title Company (other than the Independent Consideration) shall be\nimmediately refunded to Purchaser and neither Purchaser nor Seller shall have\nany further obligations or liabilities hereunder; or (b) waive such failure of\nconditions and proceed to Closing hereunder.\n\n                                  ARTICLE VIII\n                     PROVISIONS WITH RESPECT TO THE CLOSING\n\n         8.1     SELLER'S CLOSING OBLIGATIONS.  Seller and Purchaser shall\nenter into a mutually acceptable escrow agreement (the 'Escrow Agreement') with\nthe Title Company prior to the Closing.  The Escrow\n\n\n\n\n\n                                       16\n\nAgreement will require the Title Company to close the transaction contemplated\nhereby in escrow pending closing of and funding under the IPO; provided that\nthe Closing shall occur no later than June 30, 1994.  Upon execution of the\nEscrow Agreement, Seller shall furnish and deliver to the Title Company for\ndelivery to Purchaser, pursuant to instructions to be set forth in the Escrow\nAgreement, the following:\n\n         (a)     The Deed, Title Commitment obligating the Title Company to\nissue the Title Policy subject only to the Permitted Exceptions, Bill of Sale,\nCertificate of Non-Foreign Status, Closing Certificate, the Sublease the Lease\nAssignment and the Lease, each duly executed and acknowledged by Seller, or\nSublessee, as the case may be.\n\n         (b)     An affidavit, agreement and indemnity executed by Seller and\ndated as of the Closing Date, stating that there are no unpaid debts for any\nwork that has been done or materials furnished to the Property prior to and as\nof Closing and stating that Seller shall indemnify, save and protect Purchaser\nand its assigns harmless from and against any and all Claims, including courts\ncosts and reasonable attorneys' fees related thereto, arising out of, in\nconnection with, or resulting from the same, up to and including the Closing\nDate, in form and substance mutually acceptable to Seller and Purchaser.\n\n         (c)     Certificates of casualty and fire insurance for the Property\nas required pursuant to the Lease showing Purchaser as additional insured and\nloss payee thereunder, with appropriate provisions for prior notice to\nPurchaser in the event of cancellation or termination of such policies.\n\n         (d)     Updated Search Reports, dated not more than ten days prior to\nClosing, evidencing no UCC-1 Financing Statements or other filings in the name\nof Seller with respect to the Property.\n\n         (e)     Such affidavits, certificates or letters of indemnity as the\nTitle Company shall reasonably require in order to omit from its insurance\npolicy all exceptions for unfiled mechanic's, materialman's or similar liens.\n\n         (f)     Any and all transfer declarations or disclosure documents,\nduly executed by the appropriate parties, required in connection with the Deed\nby any state, county or municipal agency having jurisdiction over the Property\nor the transactions contemplated hereby.\n\n         (g)     Such instruments or documents as are necessary, or reasonably\nrequired by Purchaser or the Title Company, to evidence the status and capacity\nof Seller and the authority of the person or persons who are executing the\nvarious documents on behalf of Seller in connection with the purchase and sale\ntransaction contemplated hereby.\n\n         (h)     Such other documents as are reasonably required by the Title\nCompany to carry out the provisions of the Escrow Agreement.\n\n         8.2     PURCHASER'S CLOSING OBLIGATIONS.  Upon the execution of the\nEscrow Agreement, Purchaser shall deliver to the Title Company for delivery to\nSeller, pursuant to the terms of the Escrow Agreement, the following:\n\n         (a)     The Lease, duly executed and acknowledged by Purchaser.\n\n\n\n\n\n                                       17\n\n         (b)     Such instruments as are necessary, or reasonably required by\nSeller or the Title Company to evidence the authority of Purchaser to\nconsummate the transactions contemplated hereby and to execute and deliver the\nclosing documents on the Purchaser's part to be delivered.\n\n         (c)     Such other documents as are reasonably required by the Title\nCompany to carry out the provisions of the Escrow Agreement.\n\n         8.3     TITLE COMPANY'S CLOSING OBLIGATIONS.  Upon the closing of the\nIPO and disbursement of funds thereunder, the Title Company shall deliver to\nSeller the Purchase Price together with the items and documents specified in\nSection 8.2 and to Purchaser the items and documents specified in Section 8.1.\nIn the event the IPO does not close prior to June 30, 1994, the Title Company\nwill return the items specified in Section 8.1 to Seller and the items\nspecified in Section 8.2 to Purchaser, unless otherwise agreed to by the\nparties in writing.\n\n                                   ARTICLE IX\n                              EXPENSES OF CLOSING\n\n         9.1     ADJUSTMENTS.  There shall be no adjustment of taxes,\nassessments, water or sewer charges, gas, electric, telephone or other\nutilities, operating expenses, employment charges, premiums on insurance\npolicies, rents or other normally proratable items, it being agreed and\nunderstood by the Parties that the Seller shall be obligated to pay such items\nunder the terms of the Lease.\n\n         9.2     CLOSING COSTS.  Purchaser shall pay its own attorneys' fees.\nSeller shall pay all other costs of closing, including without limitation all\ntitle examination fees and premiums for the Title Policy, the Search Reports,\nthe Survey, any environmental reports, any appraisals, any and all state,\nmunicipal or other documentary or transfer taxes payable in connection with the\ndelivery of any instrument or document provided in or contemplated by this\nAgreement or any agreement or commitment described or referred to herein, and\nthe charges for or in connection with the recording and\/or filing of any\ninstrument or document provided herein or contemplated by this Agreement or any\nagreement or document described or referred to herein.\n\n                                   ARTICLE X\n                              DEFAULT AND REMEDIES\n\n         10.1    SELLER'S DEFAULT; PURCHASER'S REMEDIES.\n\n         (a)     Seller's Default.  Seller shall be deemed to be in default\nhereunder upon the occurrence of any one or more of the following events: (i)\nany of Seller's warranties or representations set forth herein shall be untrue\nin any material aspect when made or at Closing; or (ii) Seller shall fail in\nany material respect to meet, comply with, or perform any covenant, agreement\nor obligation on its part required within the time limits and in the manner\nrequired in this Agreement.\n\n         (b)     Purchaser's Remedies. In the event Seller shall be deemed to\nbe in default hereunder Purchaser may, as its sole remedies: (i) terminate this\nAgreement by written notice delivered to Seller on or before the Closing; or\n(ii) in the event that Seller shall willfully refuse to close the sale and only\nin such event, enforce specific performance of this Agreement against Seller\nincluding Purchaser's reasonable costs and attorneys fees in connection\ntherewith.  It is understood and agreed that termination or specific\nperformance as provided in (i) and (ii) above constitute Purchaser's sole\nremedy against Seller,\n\n\n\n\n\n                                       18\n\nand that Purchaser shall not be entitled to seek monetary damages from Seller\nor assert any other remedy against Seller.\n\n         10.2    PURCHASER'S DEFAULT; SELLER'S REMEDIES.\n\n         (a)     Purchaser's Default.  Purchaser shall be deemed to be in\ndefault hereunder upon the occurrence of any one or more of the following\nevents: (i) any of Purchaser's warranties or representations set forth herein\nshall be untrue in any material respect when made or at Closing; or (ii)\nPurchaser shall fail in any material respect to meet, comply with, or perform\nany covenant, agreement or obligation on its part within the time limits and in\nthe manner required in this Agreement.\n\n         (b)     Seller's Remedy.  In the event Purchaser shall be deemed to be\nin default hereunder, Seller, as Seller's sole and exclusive remedy for such\ndefault, shall be entitled to terminate this Agreement and all rights of\nPurchaser hereunder and to receive the Independent Consideration, it being\nagreed between Purchaser and Seller that such sum shall be liquidated damages\nfor a default of Purchaser hereunder because of the difficulty, inconvenience,\nand uncertainty of ascertaining actual damages for such default.  If Seller\nshall be entitled to the Independent Consideration in accordance with this\nSection 10.2, Purchaser agrees to deliver, on written request of Seller, such\ninstructions as may be reasonably necessary to cause the Title Company to\ndeliver the Independent Consideration to Seller.  In such event, Purchaser will\npay the costs of the Survey, Title Commitment, Search Reports, appraisals and\nany environmental survey, report or study.\n\n                                   ARTICLE XI\n                                 MISCELLANEOUS\n\n         11.1    SURVIVAL.  All of the representations, warranties, covenants,\nagreements and indemnities (but not matters or items identified as conditions\nfor parties' obligation to close) of Seller and Purchaser contained in this\nAgreement, to the extent not performed at the Closing, shall survive the\nClosing only to the extent provided herein and shall not be deemed to merge\nupon the acceptance of the Deed by Purchaser.\n\n         11.2    NOTICES.  All notices, requests and other communications under\nthis Agreement shall be in writing and shall be delivered in person or sent by\nreputable overnight delivery service, addressed as follows:\n\n         If to Purchaser:\n\n         Crescent Capital Trust, Inc.\n         One Perimeter Park South\n         Suite 335S\n         Birmingham, Alabama  35243\n         Attention:  John W. McRoberts, President\n\n\n\n\n\n                                       19\n\n         With a copy to:\n\n         Mr. Thomas A. Ansley\n         Sirote &amp; Permutt, P.C.\n         2222 Arlington Avenue South\n         Birmingham, Alabama  35205\n\n         If intended for Seller:\n\n         HEALTHSOUTH Rehabilitation Corporation\n         Two Perimeter Park South\n         Suite 224W\n         Birmingham, Alabama  35243\n         Attention: Gerald P. Scrushy, Group Vice President, Physical Resources\n\n         With a copy to:\n\n         Mr. C. Drew Demaray\n         Vice President and Counsel\n         HEALTHSOUTH Rehabilitation Corporation\n         Two Perimeter Park South\n         Suite 224W\n         Birmingham, Alabama  35243\n\nor at such other address, and to the attention of such other person, as the\nparties shall give notice as herein provided. All such notices, requests and\nother communications shall be deemed to have been sufficiently given for all\npurposes hereof upon delivery in person or one day after deposit with an\novernight delivery service.\n\n         11.3    ENTIRE AGREEMENT; MODIFICATIONS.  This Agreement embodies and\nconstitutes the entire understanding between the parties with respect to the\ntransactions contemplated herein, and all prior or contemporaneous agreements,\nunderstandings, representations and statements (oral or written) are merged\ninto this Agreement. Neither this Agreement nor any provision hereof may be\nwaived, modified, amended, discharged or terminated except by an instrument in\nwriting signed by the Party against whom the enforcement of such waiver,\nmodification, amendment, discharge or termination is sought, and then only to\nthe extent set forth in such instrument.\n\n         11.4    APPLICABLE LAW.  This Agreement and the transactions\ncontemplated hereby shall be governed by and construed in accordance with the\nlaws of the state in which the Property is located.\n\n         11.5    CAPTIONS.  The captions in this Agreement are inserted for\nconvenience of reference only and in no way define, describe, or limit the\nscope or intent of this Agreement or any of the provisions hereof.\n\n         11.6    BINDING EFFECT.  This Agreement shall be binding upon and\nshall inure to the benefit of the parties hereto and their respective heirs,\nexecutors, administrators, legal and personal representatives, successors, and\nassigns.\n\n\n\n\n\n                                       20\n\n         11.7    EXTENSION OF DATES.  Notwithstanding anything to the contrary\ncontained in this Agreement, if Seller shall fail to deliver any document or\nitem required pursuant to any of the terms and provisions of Article IV and\/or\nArticle V within the applicable time period required, Purchaser, at its option,\nshall have the right to extend the date of expiration of the Review Period, and\ncorrespondingly the date of Closing, by the number of days elapsing from the\ndate such items were required to be delivered and the date such items were\nactually delivered to Purchaser; provided that Purchaser shall give Seller\nnotice of its intent to extend such dates.  Nothing herein shall diminish\nSeller's obligation to timely furnish such items.\n\n         11.8    TIME IS OF THE ESSENCE.  With respect to all provisions of\nthis Agreement, time is of the essence. However, if the first date of any\nperiod which is set out in any provision of this Agreement falls on a day which\nis not a Business Day, then, in such event, the time of such period shall be\nextended to the next day which is a Business Day.\n\n         11.9    WAIVER OF CONDITIONS.  Any Party may at any time or times, at\nits election, waive any of the conditions to its obligations hereunder, but any\nsuch waiver shall be effective only if contained in a writing signed by such\nParty. No waiver by a Party of any breach of this Agreement or of any warranty\nor representation hereunder by the other Party shall be deemed to be a waiver\nof any other breach by such other Party (whether preceding or succeeding and\nwhether or not of the same or similar nature), and no acceptance of payment or\nperformance by a Party after any breach by the other Party shall be deemed to\nbe a waiver of any breach of this Agreement or of any representation or\nwarranty hereunder by such other Party, whether or not the first Party knows of\nsuch breach at the time it accepts such payment or performance. No failure or\ndelay by a Party to exercise any right it may have by reason of the default of\nthe other Party shall operate as a waiver of default or modification of this\nAgreement or shall prevent the exercise of any right by the first Party while\nthe other Party continues to be so in default.\n\n         11.10   OFFER AND ACCEPTANCE.  This Agreement shall automatically\nterminate at 5:00 p.m. on May 30, 1994, unless, prior to such time, Purchaser\nhas returned to Seller, and Seller shall have returned to Purchaser, two\nfully-executed copies of this Agreement.\n\n         11.11   BROKERS.  Seller hereby represents to Purchaser that Seller\nhas not discussed this Agreement or the subject matter thereof with any real\nestate broker or salesman so as to create any legal rights in any such broker\nor salesman to claim a real estate commission or similar fee with respect to\nthe purchase or sale of the Property.  Seller agrees to defend, indemnify and\nhold Purchaser harmless from any and all claims for any real estate\ncommissions, leasing fees or similar fees arising out of or in any way relating\nto a breach of the foregoing representation.\n\n         11.12   RISK OF LOSS.  Until the Closing Date, the risk of loss of any\nportion of the Property shall be solely that of Seller.  Risk of loss shall be\nthat of Purchaser from and after the Closing Date, at which time Seller shall\ndeliver to Purchaser possession of the Property.\n\n         11.13   NO ASSUMPTION OF LIABILITIES.  Purchaser shall not assume any\nof the existing liabilities, indebtedness, commitments or obligations of any\nnature whatsoever (whether fixed or contingent) of Seller in respect of the\nProperty or otherwise, except those expressly assumed herein.\n\n         11.14   COUNTERPARTS.  This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n\n\n\n\n                                       21\n\n         EXECUTED to be effective as of the Effective Date.\n\n                                         PURCHASER:\n\n                                         CRESCENT CAPITAL TRUST, INC.,\n                                         a Maryland corporation\n\n\n                                              \/s\/ John W. McRoberts\n                                         --------------------------------------\n                                                  John W. McRoberts\n                                                       President\n\n                                         Date          May 23, 1994     \n                                              ---------------------------------\n\n                                         Purchaser's Tax Identification Number:\n\n                                                       63-1115479 \n                                         --------------------------------------\n\n\n                                         SELLER:\n\n                                         HEALTHSOUTH REHABILITATION CORPORATION,\n                                         a Delaware corporation\n\n\n                                              \/s\/ Anthony J. Tanner\n                                         --------------------------------------\n                                                  Anthony J. Tanner\n                                               Executive Vice President\n\n\n                                         Date          May 23, 1994 \n                                              ---------------------------------\n\n                                         Seller's Tax Identification Number:\n\n                                                       63-0860407\n                                         --------------------------------------\n\n\n\n\n\n                                       22\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9580,9579],"class_list":["post-41862","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-land__ak","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41862","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41862"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41862"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41862"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41862"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}