{"id":41864,"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-south-miami-fl-doctors.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-of-sale-and-purchase-south-miami-fl-doctors","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/agreement-of-sale-and-purchase-south-miami-fl-doctors.html","title":{"rendered":"Agreement of Sale and Purchase (South Miami, FL) &#8211; Doctors&#8217; Hospital of South Miami Ltd. and Crescent Capital Trust Inc."},"content":{"rendered":"<pre>\n                         AGREEMENT OF SALE AND PURCHASE\n\n                                 BY AND BETWEEN\n\n                    DOCTORS' HOSPITAL OF SOUTH MIAMI, LTD.,\n                         a Florida limited partnership\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\n\n\n\n\n                                                          TABLE OF CONTENTS\n                                                                                                                  \nARTICLE I        DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1\n                                                                                                                      \nARTICLE II       AGREEMENTS TO SELL, PURCHASE AND LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n         2.1     AGREEMENT TO SELL AND PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n         2.2     AGREEMENT TO LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n                                                                                                                      \nARTICLE III      PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\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         4.1     DUE DILIGENCE MATERIALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n         4.2     DUE DILIGENCE REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7\n                                                                                                                      \nARTICLE V        TITLE AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n         5.1     TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n         5.2     REVIEW PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n         5.3     ADDITIONAL EXCEPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n                                                                                                                      \nARTICLE VI       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . .    8\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         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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17\n         8.1     SELLER'S CLOSING OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17\n         8.2     PURCHASER'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n         8.3     TITLE COMPANY'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n                                                                                                                      \nARTICLE IX       EXPENSES OF CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n         9.1     ADJUSTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n         9.2     CLOSING COSTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n                                                                                                                      \nARTICLE X        DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\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         11.1    SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n\n\n\n<font size=\"2\">                                                                                                                  \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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21\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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22\n<\/font>\n\n                         AGREEMENT OF SALE AND PURCHASE\n\n                 THIS AGREEMENT OF SALE AND PURCHASE (the 'Agreement') is made\nand entered into by and between DOCTORS' HOSPITAL OF SOUTH MIAMI, LTD., a\nFlorida limited partnership (hereinafter referred to as 'Seller'), and CRESCENT\nCAPITAL TRUST, INC., a Maryland corporation (hereinafter referred to as\n'Purchaser').  Seller and Purchaser are sometimes collectively referred to\nherein as the 'Parties' and each of the Parties is sometimes singularly\nreferred to herein as a 'Party'.\n\n                 WHEREAS, Seller is the owner of the Property (as hereinafter\ndefined), consisting of certain real property and improvements thereon located\nin Dade County, Florida, consisting of a medical office building containing\n10,255 square feet, more or less, as more particularly described on Exhibit A\nattached hereto and made a part hereof for all purposes by this reference; and\n\n                 WHEREAS, Seller desires to sell and Purchaser desires to\npurchase the Property, and simultaneously therewith, to enter into a lease\ntransaction pursuant to which Purchaser shall lease to Seller, and Seller shall\nlease from Purchaser, the Property.\n\n                 NOW, THEREFORE, in consideration of the sum of $10.00, the\nmutual covenants 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\nfollowing terms shall have the meanings indicated:\n\n                 'Bill of Sale' means a bill or bills of sale in the form\nattached as Exhibit B hereto, and sufficient to transfer to Purchaser all of\nthe items set forth therein.\n\n                 'Business Agreement' means any management agreement, service\ncontract, easement, covenant, restriction or other agreement relating to the\noperation or maintenance of the Property.\n\n                 'Business Day(s)' means calendar days other than Saturdays,\nSundays and legal holidays.\n\n                 'Certificate of Non-Foreign Status' means a certificate dated\nas of the Closing Date, addressed to Purchaser and duly executed by Seller, in\nthe form of Exhibit C attached hereto.\n\n                 'Claim' means any obligation, liability, lien, encumbrance,\nloss, damage, cost, expense or claim, including, without limitation, any claim\nfor damage to property or injury to or death of any person or persons.\n\n                 'Closing' means the consummation of the sale and purchase\nprovided for herein, to be held at the offices of Sirote &amp; Permutt, P.C., 2222\nArlington Avenue South, Birmingham, Alabama or such other place as the Parties\nmay mutually agree.\n\n                 'Closing Certificate' means a certificate in the form of\nExhibit D wherein Seller shall represent that the representations and\nwarranties of Seller 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\nbut no later than June 30, 1994 or such earlier or later date as shall be\nhereafter agreed upon by the Parties.\n\n                 'Credit Enhancements' means all security deposits, security\ninterests, letters of credit, pledges, prepaid rent or other sums, deposits or\ninterests, if any, held by Seller with respect to the Property, the Tenant\nLeases or the Tenants.\n\n                 'Disclosure Schedule' has the meaning set forth in Section\n6.1(u).\n\n                 'Due Diligence Materials' means the information to be provided\nby Seller to Purchaser pursuant to the provisions of Section 4.1 hereof.\n\n                 'Effective Date' means the later of the two dates on which\nthis Agreement 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\nand substrata 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\nhereof.\n\n                 'Exception Documents' means true, correct and legible copies\nof each document 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                 'Ground Lease' means a ground lease substantially in the form\nof Exhibit E attached hereto (as the same may be modified to comply with local\nlaw and custom), executed by Seller as landlord in favor of Purchaser as tenant\ndemising the Land and the Improvements to Purchaser, subject only to the\nPermitted Exceptions.\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\nordinance relating to environmental conditions, medical waste and industrial\nhygiene, including, without limitation, the Resource Conservation and Recovery\nAct of 1976 ('RCRA'), the Comprehensive Environmental Response, Compensation\nand Liability Act of 1980 ('CERCLA'), as amended by the Superfund Amendments\nand Reauthorization Act of 1986 ('SARA'), the Hazardous Materials\nTransportation Act, the Federal Water Pollution Control Act, the Clean Air Act,\nthe Clean Water Act, the Toxic Substances Control Act, the Safe Drinking Water\nAct, and all similar federal, state and local environmental statutes,\nordinances and the regulations, orders, or decrees now or hereafter promulgated\nthereunder.\n\n                 'HEALTHSOUTH' means HEALTHSOUTH Rehabilitation Corporation, a\nDelaware corporation, which is an affiliate of Lessee.\n\n                 'Independent Consideration' means the sum of $100.00.\n\n                 'Improvements' means all buildings, structures, Fixtures and\nother improvements of every kind now or on the Closing Date located on the\nLand, including, without limitation, all alleyways, connecting tunnels,\ncrosswalks, sidewalks, landscaping, parking lots and structures, roads,\ndrainage and all above ground and underground utility structures, equipment\nsystems that constitute Fixtures and other so-called 'infrastructure'\nimprovements.\n\n                 'Intangible Property' means all intangible property or any\ninterest therein now or on the Closing Date owned or held by Seller in\nconnection with the Land, the Improvements or the Fixtures, or any business or\nbusinesses now or hereafter conducted by Seller or any Tenant thereon or with\nthe use thereof, including all leases, the Business Agreements, contract\nrights, agreements, trade names, water rights and reservations, zoning rights,\nbusiness licenses and warranties (including those relating to construction or\nfabrication) related to the Land, the Improvements or the Fixtures, or any part\nthereof, provided '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\nExhibit A attached hereto and made a part hereof, together with all covenants,\nlicenses, privileges and benefits thereto belonging, and any easements,\nrights-of-way, rights of ingress or egress or other interests of Seller in, on,\nor to any land, highway, street, road or avenue, open or proposed, in, on,\nacross, in front of, abutting or adjoining such real property including,\nwithout limitation, 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\n\n\n\n                                       3\n\n                 'Lease' means a lease agreement in the form set forth on\nExhibit G attached hereto and made a part hereof, which shall be executed and\ndelivered by HEALTHSOUTH and Purchaser at the Closing, and pursuant to the\nterms of which Purchaser shall lease the Property to HEALTHSOUTH following the\nClosing.\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\npreamble to this Agreement.\n\n                 'Permits' means all permits, licenses, approvals,\nentitlements, notifications, determinations and other governmental and\nquasi-governmental authorizations including, without limitation, certificates\nof occupancy, required in connection with the ownership, planning, development,\nconstruction, use, 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\nwhich are approved in writing by Purchaser pursuant to Article V of this\nAgreement.\n\n                 'Property' means, collectively, the Land and all rights,\ntitles, and appurtenant interests, the Credit Enhancements, the Improvements,\nthe Fixtures, the Intangible Property, the Warranties, the Business Agreements,\nthe Engineering 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 $2,250,000.00.\n\n                 'Real Property' means the Land, the Improvements and the\nFixtures.\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\nthe Uniform Commercial Code Records of the County in which the Property is\nlocated, and of the office of the Secretary of State of the State in which the\nProperty is 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\nExhibit J attached hereto and made a part hereof, which shall be executed and\ndelivered by HEALTHSOUTH, as sublessor, and Seller,\n\n\n\n\n\n                                       4\n\nas sublessee, at the Closing, and pursuant to the terms of which HEALTHSOUTH\nshall sublease the Property to Seller following the Closing.\n\n                 'Survey' means a current 'as-built' ALTA survey, certified to\nALTA requirements, 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,\nif any.\n\n                 'Tenant Leases' means all leases, subleases (including the\nSublease) and other rental agreements, if any, (written or verbal, now or\nhereafter in effect) that grant a possessory interest in and to any space in\nthe Improvements or that otherwise have rights with regard to the use of the\nLand or Improvements, and all Credit Enhancements, if any, held in connection\ntherewith.\n\n                 'Title Commitment' means a current commitment issued by the\nTitle Company to the Purchaser pursuant to the terms of which the Title Company\nshall commit to issue the Title Policy to Purchaser in accordance with the\nprovisions of this Agreement, and reflecting all matters which would be listed\nas exceptions to coverage on the Title Policy.\n\n                 'Title Company' means First American Title Insurance Company,\nwhose address is 6065 Roswell Road, N.E., Suite 120, Atlanta, Georgia\n30328-4011, Attention: Mr. Rob Reeder.\n\n                 'Title Policy' means an ALTA Extended Coverage Owner's Policy\nof Title Insurance (1970 Form B - 1990 revision), together with such\nendorsements thereto as are reasonably and customarily required by\ninstitutional purchasers of real property similar to the Property, with\nliability in the amount of the Purchase Price, dated as of the Closing Date,\nissued by the Title Company, insuring title to the fee interest in the Real\nProperty in Purchaser, subject only to the Permitted Exceptions and to the\nstandard printed exceptions included in the ALTA standard form owner's extended\ncoverage policy of title insurance, with the following modifications: (a) the\nexception for areas and boundaries shall be deleted; (b) the exception for ad\nvalorem taxes shall reflect only taxes for the current and subsequent years;\n(c) any exception as to parties in possession shall be limited to rights of\ntenants in possession, as tenants only, pursuant to the Lease and the Tenant\nLeases; (d) there shall be no general exception for visible and apparent\neasements or roads and highways or similar items (with any exception for\nvisible and apparent easements or roads and highways or similar items to be\nspecifically referenced to and shown on the Survey and also identified by\napplicable recording information); and (e) all other exceptions shall be\nmodified or endorsed in a manner reasonably acceptable to Purchaser.\n\n\n\n\n\n                                       5\n\n                 'Warranties' means all warranties, representations and\nguaranties with respect to the Property, whether express or implied, which\nSeller now holds or under which Seller is the beneficiary, including, without\nlimitation, all of the representations, warranties and guaranties given and\/or\nassigned to Seller under the Tenant Leases.\n\n                                   ARTICLE II\n                     AGREEMENTS TO SELL, PURCHASE AND LEASE\n\n                 2.1      AGREEMENT TO SELL AND PURCHASE.  On the Closing Date,\nSeller shall lease and assign, to Purchaser and Purchaser shall lease and\naccept from Seller, the Property pursuant to the Ground Lease, 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\nto performance by the Parties of the terms and provisions of this Agreement,\nPurchaser shall lease to HEALTHSOUTH and HEALTHSOUTH shall lease from\nPurchaser, the Property at the rental and upon the terms and conditions set\nforth in the Lease.\n\n                                  ARTICLE III\n                                 PURCHASE PRICE\n\n                 3.1      PAYMENT OF PURCHASE PRICE.  The Purchase Price shall\nbe paid by Purchaser delivering to the Title Company at the Closing a wire\ntransfer or other immediately available funds payable to the order of the Title\nCompany in the amount of the Purchase Price, subject to adjustment as provided\nin Article IX hereof.\n\n                 3.2      INDEPENDENT CONSIDERATION.  Within three Business\nDays following the Effective Date, Purchaser shall deliver to the Title\nCompany, in funds immediately forfeitable to Seller, the Independent\nConsideration, as independent consideration for any option granted to Purchaser\nby Seller herein, and based upon such consideration and the mutual covenants of\nSeller and Purchaser contained herein, Seller hereby agrees that any such\noption granted Purchaser is irrevocable and Seller shall not terminate said\noption without the prior written consent of Purchaser, except as may be\nexpressly provided for herein.\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\nEffective Date, Seller shall deliver to Purchaser or make available to\nPurchaser at the Property for its review the following items:\n\n                 (a)      True, correct, complete and legible copies of all\nTenant Leases, Business Agreements, Warranties, Permits, and Engineering\nDocuments;\n\n                 (b)      A true, correct, complete and legible rent roll of\nall existing 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\n\n\n\n\n\n                                       6\n\ncontained in any of the Tenant Leases; (viii) the status of Tenant improvements\nto 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\n                 following items:\n\n                          (i)     tax statements or assessments for all real\n                 estate and personal property taxes assessed against the\n                 Property for the current and the prior two calendar years;\n\n                          (ii)    all existing fire and extended coverage\n                 insurance policies and any other insurance policies pertaining\n                 to the Property;\n\n                          (iii)   all instruments evidencing, governing or\n                 securing the payment of any loans secured by the Property or\n                 related thereto;\n\n                          (iv)    unaudited balance sheets and income\n                 statements of the Seller for 1991, 1992 and 1993, certified as\n                 correct to the best knowledge of an officer or managing\n                 general partner of Seller, as the case may be;\n\n                          (v)     all environmental studies or impact reports\n                 relating to the Property in possession or control of Seller,\n                 if any, and any approvals, conditions, orders or declarations\n                 issued by any governmental authority relating thereto (such\n                 studies and reports shall include, but not be limited to,\n                 reports indicating whether the Property is or has been\n                 contaminated by Hazardous Materials); and\n\n                          (vi)    all litigation files, if any, with respect to\n                 any pending litigation and claim files for any claims made or\n                 threatened, the outcome of which might have a material adverse\n                 effect on the Property or the use and operation of the\n                 Property.\n\n                 4.2      DUE DILIGENCE REVIEW.  During the Review Period\nPurchaser shall be entitled to review the Due Diligence Materials delivered or\nmade available 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\n\n\n\n                                       7\n\n                                   ARTICLE V\n                                TITLE AND SURVEY\n\n                 5.1      TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY.\nWithin 15 days after the Effective Date, Seller shall deliver or cause to be\ndelivered to Purchaser, the Title Commitment, Exception Documents, Survey, and\nSearch Reports.\n\n                 5.2      REVIEW PERIOD.  Purchaser shall have the right to\nreview the Title Commitment, Exception Documents, Search Reports and Survey for\na period of 30 days from the date of Purchaser's receipt of the last of such\nitems (the 'Review Period'). In the event any matters appear therein that are\nunacceptable to Purchaser, Purchaser shall, within the Review Period notify\nSeller in writing of such fact. Upon the expiration of said Review Period,\nPurchaser shall be deemed to have accepted all exceptions to title referenced\nin the Title Commitment and all matters shown on the Survey except for matters\nwhich are the subject of a notification made under the preceding sentence, and\nsuch accepted exceptions shall be included in the term 'Permitted Exceptions'\nas used 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\nthe Title Commitment, Exception Documents, Survey or Search Reports are\nmodified (other than the deletion or elimination of any item as to which\nPurchaser has made an objection), Purchaser shall have the right to review and\napprove or disapprove any such modification and to terminate this Agreement in\nthe event that Seller is unable or unwilling to eliminate any such matters to\nthe satisfaction 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\nPurchaser to enter into this Agreement and to purchase the Property, Seller\nrepresents and 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\nClosing Seller will have, and will convey, transfer and assign to Purchaser,\ngood, marketable, fee simple and insurable title to the Land, free and clear of\nany deeds of mortgages, liens, encumbrances, leases, tenancies, licenses,\nchattel\n\n\n\n\n\n                                       8\n\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\nthis Agreement, 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 execution by Seller of this Agreement and the\nconsummation by Seller of the transactions contemplated hereby do not, and at\nthe Closing will not, result in a breach of any of the terms or provisions of,\nor 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 Seller is a party or by which the Property or any portion\nthereof is bound; and does not and at the Closing will not, constitute a\nviolation of any order, rule or regulation applicable to Seller or any portion\nof the Property of any court or of any federal or state or municipal regulatory\nbody or administrative agency or other governmental body having jurisdiction\nover Seller or any portion of the Property.\n\n                 (c)      Without the benefit of any independent investigation\nor estoppel 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\npursuant to this Agreement is in full force and effect and has not been\nmaterially amended, modified or supplemented in any way that has not been\ndisclosed to Purchaser in writing.  The Tenant Leases, if any, furnished to\nPurchaser pursuant to this Agreement constitute all material written and oral\nagreements of any kind for the leasing, rental or occupancy of any portion of\nthe Property.  No material default or breach on the part of the Seller as\nlandlord or Tenant exists under any of the Tenant Leases.  All material Tenant\nimprovements, repairs and other work and obligations, if any, then required to\nbe performed by the landlord under each of the Tenant Leases will be fully\nperformed and paid for in full on or prior to the Closing.  Seller has not,\nexcept as disclosed to Purchaser in writing, accepted the payment of rent or\nother sums due under any of the Tenant Leases for more than one month in\nadvance.\n\n                 (e)      None of the Tenant Leases and none of the rents or\nother charges payable thereunder, if any, have been assigned, pledged or\nencumbered by Seller.\n\n                 (f)      No brokerage or leasing commissions or other\ncompensation will be due or payable to any person, firm, corporation or other\nentity with respect to, or on account of, any Tenant Lease or any extensions or\nrenewals thereof, if any, excepting those agreements entered into or accepted\nin writing by Purchaser.\n\n                 (g)      No notice has been received by Seller and Seller is\nnot aware of any person having received notice from any insurance company that\nhas issued a policy with respect to any portion of the Property or from any\nboard of fire underwriters (or other body exercising similar functions),\nclaiming any defects or deficiencies or requiring the performance of any\nrepairs, replacements, alterations or other work.  No notice has been received\nby Seller from any issuing insurance company that any of such\n\n\n\n\n\n                                       9\n\npolicies will not be renewed, or will be renewed only at a higher premium rate\nthan is presently payable therefor, except as disclosed to and accepted by\nPurchaser in writing.\n\n                 (h)      No pending condemnation, eminent domain, assessment\nor similar proceeding or charge affecting the Property or any portion thereof\nexists.  Seller has not received any notice of a proposed increase in the\nassessed valuation of the Property.\n\n                 (i)      All of the Improvements (including all utilities)\nhave been substantially completed and installed and are being used in\nsubstantial accordance with all applicable Laws, including the plans and\nspecifications approved by the governmental authorities having jurisdiction to\nthe extent applicable.  Permanent certificates of occupancy, all licenses,\npermits, authorizations and approvals required by all governmental authorities\nhaving jurisdiction, 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,\nstorm sewer and other utility systems on the Land are adequate to serve the\nutility needs 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\nthe buildings or other Improvements constituting the Property.  The\nImprovements, all heating, electrical, plumbing and drainage at, or servicing,\nthe Property and all facilities and equipment relating thereto are in\nreasonably good condition and working order and adequate in quantity and\nquality for the normal operation of the Property. No part of the Property has\nbeen destroyed or damaged by fire or other casualty. There are no unsatisfied\nrequests for repairs, restorations or alterations with regard to the Property\nfrom any Tenant, lender, insurance provider or governmental authority.\n\n                 (l)      No work has been performed or is in progress at the\nProperty, and no materials will have been delivered to the Property that might\nreasonably be expected to provide the basis for a mechanic's, materialmen's or\nother lien against the Property or any portion thereof.\n\n                 (m)      There will exist no material service contracts,\nmanagement or other agreements applicable to the Property other than the\nBusiness Agreements furnished to Purchaser pursuant to Section 4.1.  There are\nno material agreements or understandings (whether oral or written) with respect\nto the Property or any portion thereof, to which Seller is a party, other than\nthose delivered 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\n\n\n\n                                       10\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\npresently existing public highways and\/or roads (either directly or by way of\nperpetual easements), and all approvals necessary therefor have been obtained\nand in full force and effect.  No fact or condition exists which would result\nin the termination of the current access from the Property to any presently\nexisting public highways and\/or roads adjoining or situated on the Property.\n\n                 (q)      There are no attachments, executions, assignments for\nthe benefit of creditors, or voluntary or involuntary proceedings in bankruptcy\nor under 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\nwith or conditions arising strictly from customary and ordinary use or\nmaintenance of the Property by Seller and Tenants in full compliance with any\nor all Hazardous Materials Law, Seller is unaware of (i) any Hazardous\nMaterials installed, used, generated, manufactured, treated, handled, refined,\nproduced, processed, stored or disposed of, or otherwise on or under the\nProperty; (ii) any activity being undertaken on the Property which could cause\n(a) the Property to become a hazardous waste treatment, storage or disposal\nfacility within the meaning of any Hazardous Materials Law, (b) a release or\nthreatened release of Hazardous Materials from the Property within the meaning\nof any Hazardous Materials Law or (c) the discharge of Hazardous Materials into\nany watercourse, body of surface or subsurface water or wetland, or the\ndischarge into the atmosphere of any Hazardous Materials which would require a\npermit under any Hazardous Materials Law; (iii) any activity undertaken with\nrespect to the Property which would cause a violation or support a claim under\nany Hazardous Materials Law; (iv) any investigation, administrative order,\nlitigation or settlement with respect to any Hazardous Materials, being\nthreatened or in existence with respect to the Property; (v) any notice being\nserved on Seller from any entity, governmental body or individual claiming any\nviolation of any Hazardous Materials Law, or requiring compliance with any\nHazardous Materials Law, or demanding payment or contribution for the\nenvironmental damage or injury to natural resources.  Seller has not obtained\nand is not required to obtain, and Seller has no knowledge of any reason\nPurchaser will be required to obtain, any permits, licenses, or similar\nauthorizations to occupy, operate or use the Improvements or any part of the\nProperty by reason of any Hazardous Materials Law.\n\n                 (s)      The Purchase Price is being allocated to the Real\nProperty and the portion of the Property which is considered to be personal\nproperty as set forth on Exhibit K attached hereto.\n\n                 (t)      No certificate of need or approval or consent from\nany governmental authority is necessary or appropriate for Seller's use of the\nproperty.\n\n                 (u)      All documents and information delivered by Seller to\nPurchaser pursuant to the provisions of this Agreement are materially true,\ncorrect and complete as of the date hereof and will be correct and complete as\nof the Closing Date, except as set forth in this Agreement and in the\ndisclosure schedule accompanying this Agreement and initialled by the Parties\n(the 'Disclosure Schedule').  The Disclosure Schedule will be arranged in\nparagraphs corresponding to the lettered paragraphs in this Section 6.1 and\nSection 6.3.  From time to time after the execution of this Agreement until the\nClosing, Seller shall\n\n\n\n\n\n                                       11\n\ndeliver to Purchaser 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.  Purchaser and its counsel shall have 30 days\nto object in writing to any material information in any supplemental schedule;\nfailure by Purchaser to notify Seller 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                 6.2      INDEMNITY OF SELLER.  Subject to the provisions\nprovided hereafter limiting the liability of Seller, Seller hereby agrees to\nindemnify and defend, at its sole cost and expense, and hold Purchaser, its\nsuccessors and assigns, harmless from and against and to reimburse Purchaser\nwith respect to any and all claims, demands, actions, causes of action, losses,\ndamages, liabilities, costs and expenses (including, without limitation,\nreasonable attorneys' fees and court costs) of any and every kind or character,\nknown or unknown, fixed or contingent, asserted against or incurred by\nPurchaser at any time and from time to time by reason of or arising out of (a)\nthe breach of any representation or warranty of Seller set forth in this\nAgreement, (b) the failure of Seller, in whole or in part, to perform any\nobligation required to be performed by Seller pursuant to Section 6.1 or (c)\nexcept for the matters disclosed herein or in the Disclosure Schedule the\nownership, construction, occupancy, operation, use and maintenance of the\nProperty prior to the Closing Date.  This obligation of indemnity shall remain\nin effect only for the term of the Lease, but notwithstanding such limitation,\notherwise it shall be without limitation with respect to the violation on or\nbefore the Closing Date of any Hazardous Material Law in effect on or before\nthe Closing Date and any and all matters arising out of any act, omission,\nevent or circumstance existing or occurring on or prior to the Closing Date\n(including, without limitation, the presence on the Property or release from\nthe Property of Hazardous Materials disposed of or otherwise released prior to\nthe Closing Date) which results in a violation of a Hazardous Materials Law,\nregardless of whether the act, omission, event or circumstance constituted a\nviolation of any Hazardous Materials Law at the time of its existence or\noccurrence.  The provisions of this Section 6.2 shall survive the Closing of\nthe transaction contemplated by this Agreement and shall continue thereafter in\nfull force and effect for the benefit of Purchaser, its successors and assigns.\nHowever, notwithstanding any provision of this Agreement to the contrary,\nPurchaser may exercise any right or remedy Purchaser may have at law or in\nequity should Seller fail to meet, comply with or perform its indemnity\nobligations required by this Section 6.2.\n\n                 6.3      COVENANTS OF SELLER.  Seller covenants and agrees\nwith Purchaser, from the Effective Date until the Closing or earlier\ntermination of this Agreement:\n\n                 (a)      Seller shall not collect rents in advance for more\nthan one month.\n\n                 (b)      Upon reasonable notice as to time by Purchaser to\nSeller or any Tenant affected thereby, subject to the provisions of any of the\nTenant Leases, Purchaser shall be entitled to make all inspections or\ninvestigations desired by Purchaser with respect to the Property or any portion\nthereof, and, subject to the Tenant Leases and any security requirements, shall\nhave complete physical access to the Property and each of the leased premises\nlocated thereon, 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\n\n\n\n                                       12\n\n                 (c)      Seller shall cause to be maintained in full force\nfire and extended coverage insurance upon the Property and public liability\ninsurance with respect to damage or injury to persons or property occurring on\nor relating 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\nthe Property. Seller shall not voluntarily enter into or assume any new\ncontracts or obligations with regard to the Property which are in addition to\nor different from those furnished and disclosed to Purchaser and reviewed and\napproved pursuant to Section 4.1 other than any which may be terminated upon\nnot more than 30 days prior notice or any providing for a term of 12 months or\nless and an annual payment of not more than $10,000.00.\n\n                 (e)      Seller shall not create or voluntarily permit to be\ncreated any 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\nprincipal and all other charges payable under any indebtedness secured by the\nProperty of Seller from the date hereof until Closing and will not knowingly\nsuffer or permit any material default or amend or modify the documents\nevidencing or securing any such indebtedness of Seller to institutional lenders\nwithout the prior consent of Purchaser.\n\n                 (g)      Seller will: (i) give to Purchaser, its attorneys,\naccountants and other representatives, during normal business hours and as\noften as may be requested, full access to the Property and to all books,\nrecords and files (but excluding information which may be protected by the\nattorney-client privilege) relating to the Property; provided that Purchaser\nwill not interfere with the business operations of any of the Tenants or\nsubject Seller to unreasonable expense not expressly contemplated by this\nAgreement; (ii) furnish to Purchaser all information concerning the Property\nwhich the Purchaser, its attorneys, accountants or other representatives will\nreasonably request; and (iii) furnish to Purchaser, to the extent readily\navailable to Seller, all information necessary for an audit to be conducted\nwith respect to the operations of the Property for the 36-month period\npreceding the Closing, including, without limitation, the general ledger, check\nregister, cash receipts and disbursement journals, bank statements, rent rolls,\nTenant Leases, invoices relating to direct operating expenses, ad valorem tax\nstatements, payroll records, schedule of accounts payable, schedule of accounts\nreceivable; and (iv) cooperate with Purchaser in the conducting of such audit\nto the extent that it does not materially interfere with Seller's business or\nrequire any substantial out-of-pocket expense and will deliver to the\naccountants conducting such audit such information known to Seller as may be\nreasonably required addressing, among other things, any irregularities or\nundisclosed claims or liabilities that could have a material effect on the\nresults of the audit.  Any information furnished to Purchaser hereunder shall\nbe subject to the confidentiality provisions contained in Section 4.2.\n\n                 (h)      Seller shall not remove any of the Seller's Personal\nProperty from the Land or Improvements which is necessary for the operation of\nthe Property 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\nPURCHASER.  Purchaser represents and warrants to Seller that:\n\n                 (a)      Purchaser has duly and validly authorized and\nexecuted this Agreement, and has full right, power and authority to enter into\nthis Agreement and to consummate the actions provided for herein, and\n\n\n\n\n\n                                       13\n\nthe joinder of no person or entity will be necessary to purchase the Property\nfrom Seller at Closing, and 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 Purchaser or any portion of the\nProperty of any court or of any federal or state or municipal regulatory body\nor administrative agency or other governmental body having jurisdiction over\nPurchaser.\n\n                 (c)      Purchaser shall have made its own investigation\nregarding anticipated future Property performance, revenues, profits and\nexpenses and shall not rely on any performance, revenue, profit or expense\nprojections, forecasts or predictions relating to the Property provided by or\non behalf of Seller; provided that the foregoing provision shall in no way\nlessen or diminish the obligation of Seller to furnish true and correct copies\nof the Due Diligence Materials to Purchaser as provided under Article IV\nhereof.\n\n                 (d)      Purchaser shall indemnify and hold Seller harmless\nfrom and against any claims for any brokerage fee or commission, finder's fee\nor financial advisory fee arising from or related to the transactions\ncontemplated by this Agreement and which is asserted by any person or entity\nclaiming to have acted as agent or a representative of Purchaser.\n\n                 (e)      All documents and information delivered by Purchaser\nto Seller pursuant to the provisions of this Agreement are 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.  From time to time after the execution of this Agreement until the\nClosing, Purchaser shall deliver to Seller one or more supplemental schedules\nsetting forth all changes in the schedules, and in previously delivered\nsupplemental schedules, if any, and in any of the representations and\nwarranties made herein whether or not previously modified by a schedule,\narising out of matters discovered or occurring prior to the Closing.  Seller\nand its counsel shall have 30 days to object in writing to any material\ninformation in any supplemental schedule; failure by Seller to notify Purchaser\nwithin such 30-day period of any objection to information provided in the\nsupplemental schedule prior to the Closing shall be deemed to be approval\nthereof.\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\nobligations of Purchaser to purchase the Property from Seller and to consummate\nthe transactions contemplated by this Agreement are subject to the\nsatisfaction, as of the Closing, of each of the following conditions:\n\n                 (a)      All of the representations and warranties of Seller\nset forth in this Agreement shall be true as of the Closing in all material\nrespects except for changes expressly permitted or contemplated by the terms of\nthis Agreement.\n\n                 (b)      Seller 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\n\n\n\n\n\n                                       14\n\nAgreement to be delivered, performed, observed and complied with by Seller\nprior to, or as of, the Closing.\n\n                 (c)      Neither Seller nor any Tenant shall be in\nreceivership or dissolution proceedings or have made any assignment for the\nbenefit of creditors, or admitted in writing its inability to pay its debts as\nthey mature, 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                 (d)      No material or substantial change shall have occurred\nwith respect to the condition, financial or otherwise, of the Property or the\nSeller.\n\n                 (e)      Neither the Property nor any part thereof or interest\ntherein shall have been taken by execution or other process of law in any\naction prior to Closing.\n\n                 (f)      Seller shall have obtained and delivered to Purchaser\na current 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\ninspection of the Property with respect to the physical condition thereof by\nagents or contractors 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\ncertificates and the like of third parties to the validity and effectiveness of\nthe transactions contemplated hereby shall have been obtained.\n\n                 (j)      Purchaser shall be reasonably satisfied that the\nProperty is sufficient and adequate for Seller to carry on the business now\nbeing conducted thereon and that the Property is in good condition and repair\nas reasonably required for the proper operation and use thereof in compliance\nwith applicable Laws and the requirements of applicable accreditation and\nlicensing authorities.\n\n                 (k)      Purchaser (or Purchaser's corporate parent company)\nshall have been successful in causing the formation of a real estate investment\ntrust whose interests have been sold to the public and in connection therewith\nhas raised capital in an amount not less than $100,000,000.00 (the 'IPO').\n\n                 (l)      Purchaser shall be satisfied with all matters\nregarding title and survey pursuant to Article V hereof.\n\n                 (m)      The Purchaser shall have obtained an environmental\nsite assessment report covering the Property in form and content acceptable to\nPurchaser.\n\n                 (n)      No portion of the Property shall have been destroyed\nby fire or casualty.\n\n\n\n\n\n                                       15\n\n                 (o)      No condemnation, eminent domain or similar\nproceedings shall have been commenced or threatened with respect to any portion\nof the Property.\n\n                 (p)      Purchaser shall have received an appraisal\nsatisfactory to Purchaser in all respects, including without limitation, a fair\nmarket value substantially equivalent to the Purchase Price.\n\n                 (q)      Seller shall have provided such representations,\nwarranties and consents as may be reasonably required by the United States\nSecurities and Exchange Commission in connection with the IPO, including but\nnot limited to inclusion of financial statements, financial information and\nother required information concerning Seller, or any affiliate in any United\nStates Securities and Exchange Commission filings.\n\n                 7.2      FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS.  In\nthe event 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\nof Seller to 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\ncontained herein shall be in all material respects true and accurate as of the\nClosing Date.\n\n                 (b)      Purchaser shall have delivered, performed, observed\nand complied 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\ninjunction shall have been enacted, entered, promulgated or enforced by any\ncourt of competent jurisdiction or United States governmental authority which\nprohibits the consummation of the transactions contemplated by this Agreement.\n\n                 (d)      All action required to be taken by the Purchaser to\nauthorize the execution, delivery, and performance of this Agreement and the\nother agreements 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\nall required Permits and\/or necessary consents and approvals in form and\nsubstance satisfactory to Seller of third parties to the validity and\neffectiveness of the transactions contemplated by this Agreement.\n\n                 7.4      FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS.  In\nthe event any one or more of the conditions to Seller's obligations are not\nsatisfied in whole or in part as of the Closing, Seller, at Seller's option,\nshall be entitled to: (a) terminate this Agreement by giving written notice\nthereto to Purchaser, whereupon all moneys which have been delivered by\nPurchaser to Seller or the Title Company (other than\n\n\n\n\n\n                                       16\n\nthe Independent Consideration) shall be immediately refunded to Purchaser and\nneither Purchaser nor Seller shall have any further obligations or liabilities\nhereunder; or (b) waive such failure of conditions and proceed to Closing\nhereunder.\n\n                                  ARTICLE VIII\n                     PROVISIONS WITH RESPECT TO THE CLOSING\n\n                 8.1      SELLER'S CLOSING OBLIGATIONS.  Seller and Purchaser\nshall enter into a mutually acceptable escrow agreement (the 'Escrow\nAgreement') with the Title Company prior to the Closing.  The Escrow Agreement\nwill require the Title Company to close the transaction contemplated hereby in\nescrow pending closing of and funding under the IPO; provided that the Closing\nshall occur no later than June 30, 1994.  Upon execution of the Escrow\nAgreement, Seller shall furnish and deliver to the Title Company for delivery\nto Purchaser, pursuant to instructions to be set forth in the Escrow Agreement,\nthe following:\n\n                 (a)      The Ground Lease, Title Commitment obligating the\nTitle Company to issue the Title Policy subject only to the Permitted\nExceptions, Bill of Sale, Certificate of Non-Foreign Status, Closing\nCertificate, the Sublease, the Lease Assignment and the Lease, each duly\nexecuted and acknowledged by Seller, or HEALTHSOUTH, as the case may be.\n\n                 (b)      An affidavit, agreement and indemnity executed by\nSeller and dated as of the Closing Date, stating that there are no unpaid debts\nfor any work that has been done or materials furnished to the Property prior to\nand as of Closing and stating that Seller shall indemnify, save and protect\nPurchaser and its assigns harmless from and against any and all Claims,\nincluding courts costs and reasonable attorneys' fees related thereto, arising\nout of, in connection with, or resulting from the same, up to and including the\nClosing Date, in form and substance mutually acceptable to Seller and\nPurchaser.\n\n                 (c)      Certificates of casualty and fire insurance for the\nProperty as required pursuant to the Lease showing Purchaser as additional\ninsured and loss payee thereunder, with appropriate provisions for prior notice\nto Purchaser in the event of cancellation or termination of such policies.\n\n                 (d)      Updated Search Reports, dated not more than ten days\nprior to Closing, evidencing no UCC-1 Financing Statements or other filings in\nthe name of Seller with respect to the Property.\n\n                 (e)      Such affidavits, certificates or letters of indemnity\nas the Title Company shall reasonably require in order to omit from its\ninsurance policy all exceptions for unfiled mechanic's, materialman's or\nsimilar liens.\n\n                 (f)      Any and all transfer declarations or disclosure\ndocuments, duly executed by the appropriate parties, required in connection\nwith the Ground Lease by any state, county or municipal agency having\njurisdiction over the Property or the transactions contemplated hereby.\n\n                 (g)      Such instruments or documents as are necessary, or\nreasonably required by Purchaser or the Title Company, to evidence the status\nand capacity of Seller or HEALTHSOUTH and the authority of the person or\npersons who are executing the various documents on behalf of Seller or\nHEALTHSOUTH in connection with the purchase and sale transaction contemplated\nhereby.\n\n                 (h)      Such other documents as are reasonably required by\nthe Title Company to carry out the provisions of the Escrow Agreement.\n\n\n\n\n\n                                       17\n\n                 8.2      PURCHASER'S CLOSING OBLIGATIONS.  Upon the execution\nof the Escrow Agreement, Purchaser shall deliver to the Title Company for\ndelivery to Seller, pursuant to the terms of the Escrow Agreement, the\nfollowing:\n\n                 (a)      The Ground Lease and the Lease, duly executed and\nacknowledged by Purchaser.\n\n                 (b)      Such instruments as are necessary, or reasonably\nrequired by Seller or the Title Company to evidence the authority of Purchaser\nto consummate the transactions contemplated hereby and to execute and deliver\nthe closing documents on the Purchaser's part to be delivered.\n\n                 (c)      Such other documents as are reasonably required by\nthe Title Company to carry out the provisions of the Escrow Agreement.\n\n                 8.3      TITLE COMPANY'S CLOSING OBLIGATIONS.  Upon the\nclosing of the IPO and disbursement of funds thereunder, the Title Company\nshall deliver to Seller the Purchase Price together with the items and\ndocuments specified in Section 8.2 and to Purchaser the items and documents\nspecified in Section 8.1.  In the event the IPO does not close prior to June\n30, 1994, the Title Company will return the items specified in Section 8.1 to\nSeller and the items specified in Section 8.2 to Purchaser, unless otherwise\nagreed to by the parties 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\nattorneys' fees.  Seller shall pay all other costs of closing, including\nwithout limitation all title examination fees and premiums for the Title\nPolicy, the Search Reports, the Survey, any environmental reports, any\nappraisals, any and all state, municipal or other documentary or transfer taxes\npayable in connection with the delivery of any instrument or document provided\nin or contemplated by this Agreement or any agreement or commitment described\nor referred to herein, and the charges for or in connection with the recording\nand\/or filing of any instrument or document provided herein or contemplated by\nthis Agreement or any agreement 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\ndefault hereunder upon the occurrence of any one or more of the following\nevents: (i) any of Seller's warranties or representations set forth herein\nshall be untrue in any material aspect when made or at Closing; or (ii) Seller\nshall fail in any material respect to meet, comply with, or perform any\ncovenant, agreement or obligation on its part required within the time limits\nand in the manner required in this Agreement.\n\n\n\n\n\n                                       18\n\n                 (b)      Purchaser's Remedies. In the event Seller shall be\ndeemed to be in default hereunder Purchaser may, as its sole remedies: (i)\nterminate this Agreement by written notice delivered to Seller on or before the\nClosing; or (ii) in the event that Seller shall willfully refuse to close the\nsale and only in such event, enforce specific performance of this Agreement\nagainst Seller including Purchaser's reasonable costs and attorneys fees in\nconnection therewith.  It is understood and agreed that termination or specific\nperformance as provided in (i) and (ii) above constitute Purchaser's sole\nremedy against Seller, and that Purchaser shall not be entitled to seek\nmonetary damages from Seller or 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\nin default 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\ndeemed to be in default hereunder, Seller, as Seller's sole and exclusive\nremedy for such default, shall be entitled to terminate this Agreement and all\nrights of Purchaser hereunder and to receive the Independent Consideration, it\nbeing agreed between Purchaser and Seller that such sum shall be liquidated\ndamages for a default of Purchaser hereunder because of the difficulty,\ninconvenience, and uncertainty of ascertaining actual damages for such default.\nIf Seller shall be entitled to the Independent Consideration in accordance with\nthis Section 10.2, Purchaser agrees to deliver, on written request of Seller,\nsuch instructions 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,\ncovenants, agreements and indemnities (but not matters or items identified as\nconditions for parties' obligation to close) of Seller and Purchaser contained\nin this Agreement, to the extent not performed at the Closing, shall survive\nthe Closing only to the extent provided herein and shall not be deemed to merge\nupon the acceptance of the Ground Lease by Purchaser.\n\n                 11.2     NOTICES.  All notices, requests and other\ncommunications under this Agreement shall be in writing and shall be delivered\nin person or sent by reputable overnight delivery service, addressed as\nfollows:\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\n                 If intended for Seller:\n\n                 Doctors' Hospital of South Miami, Ltd.\n                 c\/o HEALTHSOUTH Rehabilitation Corporation\n                 Two Perimeter Park South\n                 Suite 224W\n                 Birmingham, Alabama  35243\n                 Attention: Gerald P. Scrushy, Group Vice President, \n                            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\nembodies and constitutes the entire understanding between the parties with\nrespect to the transactions contemplated herein, and all prior or\ncontemporaneous agreements, understandings, representations and statements\n(oral or written) are merged into this Agreement. Neither this Agreement nor\nany provision hereof may be waived, modified, amended, discharged or terminated\nexcept by an instrument in writing signed by the Party against whom the\nenforcement of such waiver, modification, amendment, discharge or termination\nis sought, and then only to the 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\ninserted for convenience of reference only and in no way define, describe, or\nlimit the scope or intent of this Agreement or any of the provisions hereof.\n\n\n\n\n\n                                       20\n\n                 11.6     BINDING EFFECT.  This Agreement shall be binding upon\nand shall inure to the benefit of the parties hereto and their respective\nheirs, executors, administrators, legal and personal representatives,\nsuccessors, and assigns.\n\n                 11.7     EXTENSION OF DATES.  Notwithstanding anything to the\ncontrary contained in this Agreement, if Seller shall fail to deliver any\ndocument or item required pursuant to any of the terms and provisions of\nArticle IV and\/or Article V within the applicable time period required,\nPurchaser, at its option, shall have the right to extend the date of expiration\nof the Review Period, and correspondingly the date of Closing, by the number of\ndays elapsing from the date such items were required to be delivered and the\ndate such items were actually delivered to Purchaser; provided that Purchaser\nshall give Seller notice of its intent to extend such dates.  Nothing herein\nshall diminish Seller's obligation to timely furnish such items.\n\n                 11.8     TIME IS OF THE ESSENCE.  With respect to all\nprovisions of this Agreement, time is of the essence. However, if the first\ndate of any period which is set out in any provision of this Agreement falls on\na day which is not a Business Day, then, in such event, the time of such period\nshall be extended to the next day which is a Business Day.\n\n                 11.9     WAIVER OF CONDITIONS.  Any Party may at any time or\ntimes, at its election, waive any of the conditions to its obligations\nhereunder, but any such waiver shall be effective only if contained in a\nwriting signed by such Party. No waiver by a Party of any breach of this\nAgreement or of any warranty or representation hereunder by the other Party\nshall be deemed to be a waiver of any other breach by such other Party (whether\npreceding or succeeding and whether or not of the same or similar nature), and\nno acceptance of payment or performance by a Party after any breach by the\nother Party shall be deemed to be a waiver of any breach of this Agreement or\nof any representation or warranty hereunder by such other Party, whether or not\nthe first Party knows of such breach at the time it accepts such payment or\nperformance. No failure or delay by a Party to exercise any right it may have\nby reason of the default of the other Party shall operate as a waiver of\ndefault or modification of this Agreement or shall prevent the exercise of any\nright by the first Party while the other Party continues to be so in default.\n\n                 11.10    OFFER AND ACCEPTANCE.  This Agreement shall\nautomatically terminate at 5:00 p.m. on May 30, 1994, unless, prior to such\ntime, Purchaser has returned to Seller, and Seller shall have returned to\nPurchaser, two fully-executed copies of this Agreement.\n\n                 11.11    BROKERS.  Seller hereby represents to Purchaser that\nSeller has not discussed this Agreement or the subject matter thereof with any\nreal estate broker or salesman so as to create any legal rights in any such\nbroker or salesman to claim a real estate commission or similar fee with\nrespect to the purchase or sale of the Property.  Seller agrees to defend,\nindemnify and hold Purchaser harmless from any and all claims for any real\nestate commissions, leasing fees or similar fees arising out of or in any way\nrelating to a breach of the foregoing representation.\n\n                 11.12    RISK OF LOSS.  Until the Closing Date, the risk of\nloss of any portion of the Property shall be solely that of Seller.  Risk of\nloss shall be that of Purchaser from and after the Closing Date, at which time\nSeller shall deliver to Purchaser possession of the Property.\n\n                 11.13    NO ASSUMPTION OF LIABILITIES.  Purchaser shall not\nassume any of the existing liabilities, indebtedness, commitments or\nobligations of any nature whatsoever (whether fixed or contingent) of Seller in\nrespect of the Property or otherwise, except those expressly assumed herein.\n\n\n\n\n\n                                       21\n\n                 11.14    COUNTERPARTS.  This Agreement may be executed in one\nor more counterparts, each of which shall be deemed an original, but all of\nwhich together shall constitute one and the same instrument.\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                                      DOCTORS' HOSPITAL OF                   \n                                      SOUTH MIAMI, LTD.,                     \n                                      a Florid limited partnership           \n                                                                             \n                                      By Hospital Health Systems, Inc.       \n                                      Its general partner                    \n                                                                             \n                                                                             \n                                               \/s\/ Anthony J. Tanner     \n                                      ---------------------------------------\n                                                   Anthony J. Tanner     \n                                                    Vice President      \n                                                                             \n                                      Date           May 23, 1994          \n                                          -----------------------------------\n                                                                             \n                                      Seller's Tax Identification Number:    \n                                                                             \n                                                     59-2639380            \n                                      ---------------------------------------\n                                                                             \n\n\n                                       22\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":[9587,9579],"class_list":["post-41864","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-land__fl","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41864","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=41864"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41864"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41864"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41864"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}