{"id":41868,"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-tucker-ga-northlake-center.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-of-sale-and-purchase-tucker-ga-northlake-center","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/agreement-of-sale-and-purchase-tucker-ga-northlake-center.html","title":{"rendered":"Agreement of Sale and Purchase (Tucker, GA) &#8211; Northlake Center for Outpatient Surgery LP and Crescent Capital Trust Inc."},"content":{"rendered":"<pre>\n                         AGREEMENT OF SALE AND PURCHASE\n\n                                 BY AND BETWEEN\n\n                 NORTHLAKE CENTER FOR OUTPATIENT SURGERY, L.P.,\n                         a Georgia limited partnership\n                                   ('SELLER')\n\n                                      AND\n\n                         CRESCENT CAPITAL TRUST, INC.,\n                             a Maryland corporation\n                                 ('PURCHASER')\n                                  May 27, 1994\n\n\n\n\n       \n                                              TABLE OF CONTENTS\n                                                                                        \nARTICLE I        DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1\n                 -----------                                                                   \n                                                                                         \nARTICLE II       AGREEMENTS TO SELL, PURCHASE AND LEASE . . . . . . . . . . . . . . . . . .   6\n                 --------------------------------------                                        \n         2.1     AGREEMENT TO SELL AND PURCHASE . . . . . . . . . . . . . . . . . . . . . .   6\n         2.2     AGREEMENT TO LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6\n                                                                                         \n                                                                                         \n         2.3     AGREEMENT TO SUBLEASE  . . . . . . . . . . . . . . . . . . . . . . . . . .   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 . . . . . . . . . . . . . . .   7\n                 --------------------------------------------                                  \n         4.1     DUE DILIGENCE MATERIALS  . . . . . . . . . . . . . . . . . . . . . . . . .   7\n         4.2     DUE DILIGENCE REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . .   7\n                                                                                         \nARTICLE V        TITLE AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8\n                 ----------------                                                              \n         5.1     TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY . . . . . . . . . . . . .   8\n         5.2     REVIEW PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8\n         5.3     ADDITIONAL EXCEPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . .   9\n                                                                                         \nARTICLE VI       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS  . . . . . . . . . .   9\n                 -----------------------------------------------------                         \n         6.1     REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . .   9\n         6.2     INDEMNITY OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . .  12\n         6.3     COVENANTS OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . .  12\n         6.4     REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER . . . . . . . . . .  13\n                                                                                         \nARTICLE VII      CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS . . . . . . . . . .  14\n                 ------------------------------------------------------                        \n         7.1     CONDITIONS TO THE PURCHASER'S OBLIGATIONS  . . . . . . . . . . . . . . . .  15\n         7.2     FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS . . . . . . . . . . . . .  16\n         7.3     CONDITIONS TO SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . .  16\n         7.4     FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS  . . . . . . . . . . . . . .  16\n                                                                                         \nARTICLE VIII     PROVISIONS WITH RESPECT TO THE CLOSING . . . . . . . . . . . . . . . . . .  16\n                 --------------------------------------                                        \n         8.1     SELLER'S CLOSING OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . .  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                 -------------------                                                           \n         9.1     ADJUSTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18\n         9.2     CLOSING COSTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18\n                                                                      \n\n\n\n\n<font size=\"2\">                                                                                       \nARTICLE X        DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . .  18\n                 --------------------                                                          \n         10.1    SELLER'S DEFAULT; PURCHASER'S REMEDIES . . . . . . . . . . . . . . . . . .  18\n         10.2    PURCHASER'S DEFAULT; SELLER'S REMEDIES . . . . . . . . . . . . . . . . . .  19\n                                                                                      \nARTICLE XI       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19\n                 -------------                                                                 \n         11.1    SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19\n         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 . . . . . . . . . . . . . . . . . . . . . . .  22\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 NORTHLAKE CENTER FOR OUTPATIENT SURGERY, L.P.,\na Georgia limited partnership (hereinafter referred to as 'Seller'), and\nCAPSTONE CAPITAL TRUST, INC., a Maryland corporation, and\/or its assigns\n(hereinafter referred to as 'Purchaser').  Seller and Purchaser are sometimes\ncollectively referred to herein as the 'Parties' and each of the Parties is\nsometimes singularly referred 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\nincluding an ambulatory surgery center containing 8,749 square feet, more or\nless, as more particularly described on Exhibit A attached hereto and made a\npart 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 Lessee (as hereinafter\ndefined), and Lessee shall lease 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                 'Assignment of Ground Lease' means an assignment of lease\nsubstantially in the form of Exhibit F attached hereto executed by Seller and\nPurchaser, in which Seller absolutely and unconditionally assigns its interests\nin the Ground Lease, and Purchaser absolutely and unconditionally assumes\nSeller's obligations under the Ground Lease.\n\n                 'Best of Seller's Knowledge' means the actual knowledge of the\nofficers of Seller, without any independent investigation or inquiry.\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\n                                      1\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 the\nClosing Date as if made on and as of the Closing Date, except with respect to\nthose 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 contemplated by the\nEscrow Agreement but no later than June 30, 1994 unless otherwise agreed upon\nby the Parties.\n\n                 'Deed' means a special (limited) warranty deed substantially\nin the form of Exhibit E attached hereto (as the same may be modified to comply\nwith local law and custom), executed by Seller, as grantor, in favor of\nPurchaser, as grantee, conveying the Improvements to Purchaser, subject only to\nthe Permitted Exceptions.\n\n                 'Disclosure Schedule' has the meaning set forth in Section\n6.1(q).\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                                       2\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, and built-in vacuum, cable transmission, oxygen and\nsimilar systems, all of which, to the greatest extent permitted by law, are\nhereby deemed by the Parties hereto to constitute real estate, together with\nall replacements, modifications, alterations and additions thereto, but\nspecifically excluding any and all equipment, personalty and trade fixtures\n(including medical equipment, whether affixed or not) which is used by Seller\nin operating the ambulatory surgery center located on the Property.\n\n                 'Ground Lease' means that certain Ground Lease dated\n____________________, executed by J. T. Honea, Sr. and J. T.  Honea, Jr., as\nlandlord and Seller as tenant as amended by that certain amendment dated\n____________________, for the lease of the Land.\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, medical\nwaste, chemicals known to cause cancer or reproductive toxicity, pollutants,\neffluents, contaminants, emissions or related materials and items included in\nthe definition of hazardous or toxic wastes, materials or substances under any\nHazardous 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                 'Independent Consideration' means the sum of $100.00.\n\n                 'Improvements' means all buildings, improvements, structures\nand Fixtures now or on the Closing Date located on the Land, including, without\nlimitation, landscaping, parking lots and structures, roads, drainage and all\nabove ground and underground utility structures, equipment.\n\n\n                                       3\n\nsystems and other so-called 'infrastructure' improvements, but specifically\nexcluding any and all equipment, personalty and trade fixtures (including\nmedical equipment, whether affixed or not) which is used by Seller in operating\nthe ambulatory surgery center located on the Property.\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, including all\nleases, contract rights, agreements, trade names, water rights and\nreservations, zoning rights, business licenses and warranties (including those\nrelating to construction or fabrication) related to the Land, the Improvements\nor the Fixtures, or any part thereof, provided 'Intangible Property' shall not\ninclude the general corporate trademarks, service marks, logos or insignia of\nSeller.\n\n                 'IPO' has the meaning set forth in Section 7.1(j) 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                 '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 Lessee and Purchaser at the Closing, and pursuant to the terms of\nwhich Purchaser shall lease the Property to Lessee following the Closing.\n\n                 'Lease Assignment' means an Assignment of Rents and Leases\nsubstantially in the form attached hereto as Exhibit H, to be executed by\nPurchaser and Lessee at the Closing, pursuant to the terms of which Lessee\nshall assign to Purchaser all of its right, title and interest in and to the\nSublease.\n\n                 'Lessee' means Surgical Health Corporation, a Delaware\ncorporation, which is the corporate parent company of the general partner of\nthe 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,\n\n\n                                       4\n\ncertificates of occupancy or need, required in connection with the ownership,\nplanning, development, construction, use, operation or maintenance of the\nProperty by Seller or Lessee. As used herein, 'quasi-governmental' shall\ninclude the providers of all utilities services to the 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 Improvements, the Fixtures, the\nIntangible Property, the Warranties, the Business Agreements and the\nEngineering Documents. As used in the foregoing, 'appurtenant interests' shall\nmean those interests which pass by operation of law with the conveyance of the\nfee simple estate in the Land and Improvements.\n\n                 'Purchase Price' means an amount equal to $1,040,000.00.\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, except any such liens that secure debts that will be paid\nin full by Seller at or prior to Closing. The Search Reports shall be updated,\nat Seller's expense, at or within one week prior to Closing.\n\n                 'Sublease' means a sublease agreement in the form attached\nhereto as Exhibit I attached hereto and made a part hereof, which shall be\nexecuted and delivered by Lessee as sublessor and Sublessee at the Closing, and\npursuant to the terms of which Lessee shall sublease the Property to Sublessee\nfollowing the Closing.\n\n                 'Sublessee' means NORTHLAKE CENTER FOR OUTPATIENT SURGERY,\nL.P., a Georgia limited partnership.\n\n                 'Survey' means a current 'as-built' ALTA survey, certified to\nALTA requirements, which shall: (a) include a legal description of the Land by\nmetes and bounds (which shall include a reference to the recorded plat, if\nany), and a computation of the area comprising the Land in both acre, gross\nsquare feet and net square feet (to the nearest one-hundredth of said\nrespective measurement); (b) accurately (upon Seller's belief, without inquiry)\nshow the location on the Land of all improvements, building and set-back lines,\nfences, evidence of abandoned fences, ponds, creeks, streams, rivers,\nofficially designated 100-year flood plains and flood prone areas, canals,\nditches, easements, roads, rights-of-way and encroachments; (c) be certified to\nthe Purchaser, the\n\n\n                                       5\n\nTitle Company, and any third-party lender designated by Purchaser; (d) legibly\nidentify any and all recorded matters shown on the Title Commitment or on said\nsurvey by appropriate volume and page recording references and the survey shall\nshow the location of all adjoining streets; and (e) be satisfactory to the\nTitle Company so as to permit it to amend the standard exception for area and\nboundaries in the Title Policy.\n\n                 'Termination Date' means June 30, 1994.\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 the rights of\nSublessee under the Sublease; (d) there shall be no general exception for\nvisible and apparent easements or roads and highways or similar items (with any\nexception for visible and apparent easements or roads and highways or similar\nitems to be specifically referenced to and shown on the Survey and also\nidentified by applicable recording information, if any); and (d) all other\nexceptions shall be modified or endorsed in a manner reasonably acceptable to\nPurchaser.\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.\n\n                                   ARTICLE II\n                     AGREEMENTS TO SELL, PURCHASE AND LEASE\n\n                 2.1      AGREEMENT TO SELL AND PURCHASE.  On the Closing Date\nand subject to performance by the Parties of the terms and provisions of this\nAgreement, Seller shall sell, convey, assign, transfer and deliver to Purchaser\nand Purchaser shall purchase, acquire and accept from Seller, Seller's\nleasehold estate in the Property under the Assignment of Lease, for the\n\n\n                                       6\n\nPurchase Price and subject to the terms and conditions of this Agreement.  To\nthe extent permitted or required by law, Seller shall assign to Purchaser all\nof Seller's right, 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 Lessee and Lessee shall lease from Purchaser, the\nProperty at the rental and upon the terms and conditions set forth in the\nLease.\n\n                 2.3      AGREEMENT TO SUBLEASE.  On the Closing Date, and\nsubject to performance by the Parties of the terms and provisions of this\nAgreement, Lessee shall sublease to Sublessee and Sublessee shall sublease from\nLessee, the Property at the rental and upon the terms and conditions set forth\nin the Sublease.\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 Seller, the\nIndependent Consideration, as independent consideration for the right granted\nby Seller to Purchaser to examine the Due Diligence Materials and the Property\nduring the Review Period, and based upon such consideration and the mutual\ncovenants of Seller and Purchaser contained herein, Seller hereby agrees that\nany such right granted Purchaser is irrevocable and Seller shall not terminate\nthis Agreement prior to the end of the Review Period without the prior written\nconsent of Purchaser, except as may be expressly 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\nBusiness Agreements, Warranties, Permits, and Engineering Documents which\nSeller has in its possession;\n\n                 (b)      True, correct, complete and legible copies of the\nfollowing items:\n\n\n                                       7\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, except with respect to any loans that will be\n                 paid in full at or prior to Closing;\n\n                          (iv)    all environmental studies or impact reports\n                 relating to the Property and in possession or control of\n                 Seller, if any, and any approvals, conditions, orders or\n                 declarations issued by any governmental authority relating\n                 thereto (such studies and reports shall include, but not be\n                 limited to, reports indicating whether the Property is or has\n                 been contaminated by Hazardous Materials) and of which Seller\n                 is aware; and\n\n                          (v)     all litigation files with respect to any\n                 pending litigation, other than the litigation disclosed to\n                 Purchaser under Article VI hereof, and claim files for any\n                 claims made or threatened, the outcome of which might have a\n                 material adverse effect on the Property or the use and\n                 operation of the 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 in its sole discretion elect to (but\nshall have no obligation whatsoever to do so) remedy or cure such matter\n(before or after the expiration of the Review Period). If any defect,\ndeficiency or encumbrance, so noticed, is not satisfied or resolved to the\nsatisfaction of Purchaser, in Purchaser's sole discretion, within the time\nperiod specified in such written notice, this Agreement shall automatically\nterminate as provided in this section.  If no such notice is timely given, then\nPurchaser shall be deemed to have waived its right to so terminate.  Also,\nPurchaser shall treat the Due Diligence Materials as confidential and shall use\nthem solely for the purpose of evaluating the Property.  If this Agreement is\nterminated pursuant to the provisions of this Section, Purchaser shall promptly\nredeliver to Seller all Due Diligence Materials and shall not retain any\ncopies, extracts or other reproductions in whole or in part of the Due\nDiligence Materials and Purchaser shall also reimburse Seller for\n\n\n                                       8\n\none-half of the actual out-of-pocket costs and expenses incurred by Seller to\ndeliver the Due Diligence Materials and the items required by Section 5.1 to\nPurchaser, including one-half of Seller's reasonable, actual attorney's fees.\nPurchaser shall reimburse Seller for the required amount within ten business\ndays following Seller's delivery to Purchaser of an invoice for the costs\nincurred.\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 45 days from the Effective Date of this Agreement ('Review\nPeriod'); provided, however, that if Purchaser notifies Seller on or before the\nexpiration of 15 days after the Effective Date that Seller has not delivered to\nPurchaser all of the Due Diligence Materials or all of the items required by\nSection 5.1 and shall specify which items are missing, the Review Period shall\nbe extended on a day-for-day basis until Seller delivers to Purchaser the\nspecified, missing Due Diligence Materials or the specified, missing items\ndescribed in Section 5.1 above. In the event any matters appear therein that\nare unacceptable 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 in its sole discretion elect to (but shall have no obligation\nwhatsoever to do so) eliminate or modify any such unacceptable exceptions or\nitems. In the event that Seller is unable or unwilling to eliminate or modify\nsuch unacceptable items to the satisfaction of Purchaser on or before the\nexpiration of said 30-day period, Purchaser may either (a) waive such\nobjections and accept title to the Property subject to such unacceptable items\n(which items shall then be deemed to constitute part of the 'Permitted\nExceptions'), or (b) terminate this Agreement by written notice to Seller,\nwhereupon this Agreement shall automatically be rendered null and void, all\nmoneys which have been delivered by Purchaser to Seller or the Title Company\n(other than the Independent Consideration) shall be immediately returned to\nPurchaser, and thereafter neither Party shall have any further obligations or\nliabilities to the other hereunder, except for Purchaser's obligation to pay\none-half of Seller's expenses as set forth in Section 4.2.\n\n                 5.3      ADDITIONAL EXCEPTIONS.  In the event that at any time\nthe Title Commitment, Exception Documents, Survey or Search Reports are\nmodified in any material respect that is\n\n\n                                       9\n\nadverse to Purchaser (other than the deletion or elimination of any item as to\nwhich Purchaser has made an objection or any addition or modification which is\nmade at the request of Purchaser), 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 Seller's Knowledge, as\nfollows:\n\n                 (a)      Seller has and at the Closing Seller will convey,\ntransfer and assign to Purchaser, title to the Property, subject to the\nPermitted Exceptions.\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. The\nexecution by Seller of this Agreement and the consummation by Seller of the\ntransactions contemplated hereby do not, and at the Closing will not result in\na breach of any of the terms or provisions of, or constitute a default or a\ncondition which upon notice or lapse of time or both would ripen into a default\nunder any indenture, including the Ground Lease, 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 estoppel certificates from\nany third parties, there are no adverse or other parties in possession of the\nProperty or of any part thereof except the Seller.  No party has been granted\nany license, lease or other right relating to the use or possession of the\nProperty by Seller.\n\n                 (d)      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\n\n\n                                       10\n\ninsurance company that any of such policies will not be renewed, or will be\nrenewed only at a higher premium rate than is presently payable therefor,\nexcept as disclosed to and accepted by Purchaser in writing.\n\n                 (e)      No pending condemnation, eminent domain, assessment\nor similar proceeding or charge affecting the Property or any portion thereof\nexists.\n\n                 (f)      All of the Improvements (including all utilities)\nhave been substantially completed and installed and are being used in all\nmaterial respects in accordance with all applicable Laws, including the plans\nand specifications approved by the governmental authorities having jurisdiction\nto the 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 with all statutes,\nrestrictions, regulations and ordinances applicable thereto.\n\n                 (g)      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 of said utilities are installed and\noperating, all installation and connection charges have been paid in full, and\nthe right to the return of any deposit or contribution in connection therewith\nshall inure to Purchaser.\n\n                 (h)      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 good\ncondition and working order and adequate in quantity and quality for the normal\noperation of the Property. No part of the Property has been destroyed or\ndamaged by fire or other casualty. There are no unsatisfied requests for\nrepairs, restorations or alterations with regard to the Property from any\nperson, entity or authority, lender, insurance provider or governmental\nauthority.\n\n                 (i)      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                 (j)      There will exist no service contracts, management or\nother agreements applicable to the Property other than the Business Agreements\nfurnished to Purchaser pursuant to Section 4.1.  There are no agreements or\nunderstandings (whether oral or written) with respect to the Property or any\nportion thereof, to which Seller is a party, other than those delivered to\nPurchaser pursuant to Section 4.1\n\n                 (k)      No default or breach by Seller exists under any of\nthe Business Agreements, or any of the covenants, conditions, restrictions,\nrights-of-way or easements affecting the Property or any portion thereof.\n\n\n                                       11\n\n                 (l)      There are no actions, suits or proceedings pending or\nthreatened against or affecting the Property or any portion thereof or relating\nto or arising out of the ownership, or by any federal, state, county or\nmunicipal department, commission, board, bureau or agency or other governmental\ninstrumentality, other than those set forth on the Disclosure Schedule under\nSection 6.1(l).  All judicial proceedings concerning the Property will be\nfinally dismissed and terminated prior to Closing.\n\n                 (m)      No fact or condition exists which would result in the\ntermination of the current access from the Property to any presently existing\npublic highways and\/or roads adjoining or situated on the Property.\n\n                 (n)      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                 (o)      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 in full compliance with any or all\nHazardous Materials Law, and except as disclosed in any environmental studies\nor reports delivered by Seller to Purchaser pursuant to Section 4.1 of this\nAgreement, Seller is unaware of (i) any Hazardous Materials installed, used,\ngenerated, manufactured, treated, handled, refined, produced, processed, stored\nor disposed of, or otherwise on or under the Property; (ii) any activity being\nundertaken on the Property which could cause (a) the Property to become a\nhazardous waste treatment, storage or disposal facility within the meaning of,\nor otherwise cause a violation of any Hazardous Materials Law, (b) a release or\nthreatened release of Hazardous Materials from the Property within the meaning\nof, or otherwise cause a violation of any Hazardous Materials Law or (c) the\ndischarge of Hazardous Materials into any watercourse, body of surface or\nsubsurface water or wetland, or the discharge into the atmosphere of any\nHazardous Materials which would require a permit under any Hazardous Materials\nLaw; (iii) any activity undertaken with respect to the Property which would\ncause a violation or support a claim under any Hazardous Materials Law; (iv)\nany investigation, administrative order, litigation or settlement with respect\nto any Hazardous Materials, being threatened or in existence with respect to\nthe Property; (v) any notice being served on Seller from any entity,\ngovernmental body or individual claiming any violation of any Hazardous\nMaterials Law, or demanding payment or contribution for the environmental\ndamage or injury to natural resources.  Seller has not obtained and is not\nrequired to obtain, and Seller has no knowledge of any reason Purchaser will be\nrequired to obtain, any permits, licenses, or similar authorizations to occupy,\noperate or use the Improvements or any part of the Property by reason of any\nHazardous Materials Law.\n\n                 (p)      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 J attached hereto.\n\n\n                                       12\n\n                 (q)      All documents and information delivered by Seller to\nPurchaser 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 accompanying this Agreement and initialled by the Parties (the\n'Disclosure Schedule').  The Disclosure Schedule will be arranged in paragraphs\ncorresponding to the lettered paragraphs in this Section 6.1 and Section 6.3.\nFrom time to time after the execution of this Agreement until the Closing,\nSeller shall deliver to Purchaser one or more supplemental schedules setting\nforth all changes in the schedules, and in previously delivered supplemental\nschedules, if any, and in any of the representations and warranties made herein\nwhether or not previously modified by a schedule, arising out of matters\ndiscovered or occurring prior to the Closing.  Purchaser and its counsel shall\nhave 30 days to object in writing to any material information in any\nsupplemental schedule; failure by Purchaser to notify Seller within such 30-day\nperiod of any objection to information provided in the supplemental schedule\nprior to the Closing shall be deemed to be approval thereof.\n\n                 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 the\nbreach of any representation or warranty of Seller set forth in Section 6.1 of\nthis Agreement.  This obligation of indemnity shall remain in effect only for\none year from the Closing Date; provided that such obligation shall be without\nlimitation with respect to the violation on or before the Closing Date by\nSeller of any Hazardous Material Law.  The provisions of this Section 6.2 shall\nsurvive the Closing of the transaction contemplated by this Agreement for one\nyear from the Closing Date for the benefit of Purchaser, its successors and\nassigns. However, notwithstanding any provision of this Agreement to the\ncontrary, Purchaser may exercise any right or remedy Purchaser may have at law\nor in equity 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)      Upon reasonable notice as to time by Purchaser to\nSeller, Purchaser shall be entitled to make all inspections or investigations\ndesired by Purchaser with respect to the Property or any portion thereof, and,\nsubject to any security requirements, shall have complete physical access to\nthe Property, which access by Purchaser shall not interfere with Lessee's or\nSublessee's use and enjoyment of the Property. Seller shall have the right to\nhave one or more representatives present at any such inspection or\ninvestigation. Purchaser agrees to (i) repair any damages to the Property\n\n\n                                       13\n\nresulting from its inspection, (ii) prevent any liens from being filed against\nthe Property resulting from such inspections, and (iii) indemnify Seller from\nany and all Claims by Purchaser arising out of such inspections.\n\n                 (b)      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                 (c)      Seller shall pay when due all bills and expenses of\nthe Property including any rent or other charges due under the Ground Lease.\nSeller shall not voluntarily enter into or assume any new contracts or\nobligations with regard to the Property which are in addition to or different\nfrom those furnished and disclosed to Purchaser and reviewed and approved\npursuant to Section 4.1 other than any which may be terminated upon not more\nthan 30 days prior notice or any providing for a term of 12 months or less and\nan annual payment of not more than $10,000.00.\n\n                 (d)      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                 (e)      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                 (f)      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; (ii) furnish to Purchaser\nall information concerning the Property which the Purchaser, its attorneys,\naccountants or other representatives will reasonably request; and (iii)\ncooperate with Purchaser in the conducting of such audit to the extent that it\ndoes not materially interfere with Seller's business or require any substantial\nout-of-pocket expense and will deliver to the accountants conducting such audit\nsuch information known to Seller as may be reasonably required addressing,\namong other things, any irregularities or undisclosed claims or liabilities\nthat could have a material effect on the results of the audit. Any information\nfurnished to Purchaser hereunder shall be subject to the confidentiality\nprovisions contained in Section 4.2.\n\n                 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\n\n\n                                       14\n\nprovided for herein, and the joinder of no person or entity will be necessary\nto purchase the Property from Seller at Closing, and to lease the Property to\nLessee 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 the physical condition of the Property and all other relevant matters\nconcerning the condition or status of the Property, including, without\nlimitation, 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 or any\nstatements or representations concerning the Property made by Seller (except\nfor the representations and warranties expressly set forth in Section 6.1\nabove) provided by or on behalf of Seller; provided that the foregoing\nprovision shall in no way lessen or diminish the obligation of Seller to\nfurnish true and correct copies of the Due Diligence Materials to Purchaser as\nprovided under Article IV hereof.\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                 (f)      Immediately upon the conveyance of the Property by\nSeller to Purchaser, Purchaser shall lease the Property to Lessee by executing\nand delivering to Lessee the Lease in a form identical to that attached hereto\nas Exhibit G.\n\n\n                                       15\n\n                 (g)      Purchaser shall not, so long as the Lease remains in\nfull force and effect, enter into any agreement, grant any easement or\notherwise encumber the Property without the consent of Lessee, except as\nexpressly permitted by the Lease.\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 execute and deliver to Purchaser all\ndocuments reasonably necessary to convey the Property to Purchaser in\naccordance with the terms of this Agreement.\n\n                 (c)      Seller shall not be in receivership or dissolution\nproceedings or shall not have made any assignment for the benefit of creditors,\nor admitted in writing its inability to pay its debts as they mature, or shall\nnot have been adjudicated as bankrupt, or shall not 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 which is not removed within 60 days of the\ndate it is filed.\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 material part thereof or\ninterest therein shall have been taken by execution or other process of law in\nany action prior to Closing.\n\n                 (f)      Purchaser shall have received, in form acceptable to\nPurchaser, evidence of compliance by the Property with all Permits required as\nof the Closing 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                 (g)      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 including any\nnecessary approvals or consents required under the Ground Lease.\n\n\n                                       16\n\n                 (h)      Purchaser shall have been successful in causing the\nformation of a real estate investment trust whose interests have been sold to\nthe public and in connection therewith has raised capital in an amount not less\nthan $100,000,000.00 (the 'IPO').\n\n                 (i)      No portion of the Property shall have been destroyed\nby fire or casualty.\n\n                 (j)      No condemnation, eminent domain or similar\nproceedings shall have been commenced or threatened with respect to any portion\nof the Property.\n\n                 (k)      Seller shall have provided such representations,\nwarranties and consents in form and substance satisfactory to Seller as may be\nrequired by any governmental authority in connection with the IPO, including\nbut not 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 except\nif such condition is the failure to close and fund the IPO for reasons other\nthan a default hereunder by Seller, the Purchaser shall reimburse Seller for\nall third- party out of pocket expenses incurred by Seller in connection with\nthe performance of its obligations hereunder, including any reasonable actual\nattorney's fees incurred by Seller in connection with the preparation,\nnegotiation and execution of this Agreement; (b) waive such failure of\ncondition and proceed to Closing hereunder without any reduction whatsoever in\nthe Purchase Price; or (c) pursue such other remedies as may be available to\nPurchaser pursuant to Section 10.1(b) hereof.\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 execute and deliver to Seller all\ndocuments reasonably necessary to convey the Property to Purchaser in\naccordance with the terms of this Agreement.\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\n                                       17\n\n                 (d)      All action required to be taken by 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 the Independent\nConsideration) shall be immediately refunded to Purchaser and neither Purchaser\nnor Seller shall have any further obligations or liabilities hereunder; or (b)\nwaive such failure of conditions and proceed to Closing hereunder.\n\n                                  ARTICLE VIII\n                     PROVISIONS WITH RESPECT TO THE CLOSING\n\n                 8.1      SELLER'S CLOSING OBLIGATIONS.  Seller, Lessee and\nPurchaser shall 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 the Termination Date.  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 Deed, Title Commitment obligating the Title\nCompany to issue the Title Policy subject only to the Permitted Exceptions,\nBill of Sale, Certificate of Non-Foreign Status, Closing Certificate, the\nGuaranty, the Lease Assignment, the Lease, and the Sublease, each duly executed\nand acknowledged by Seller, Lessee or Sublessee, 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\n\n\n                                       18\n\nprovisions for prior notice to Purchaser in the event of cancellation or\ntermination of such policies.\n\n                 (d)      Updated Search Reports, dated not more than five days\nprior to Closing, evidencing no UCC-l Financing Statements or other filings in\nthe name of Seller with respect to the Property, except with respect to those\nsecuring a loan which will be paid in full at Closing;\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 Assignment of Lease or the Deed by any state, county or municipal\nagency having jurisdiction over the Property or the transactions contemplated\nhereby.\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 and the authority of the person or persons who are\nexecuting the various documents on behalf of Seller in connection with the\npurchase and sale transaction contemplated hereby.\n\n                 (h)      An opinion of Seller's and Lessee's counsel, dated as\nof the Closing Date, in form and substance reasonably satisfactory to\nPurchaser, with respect to the formation and existence of Seller, the execution\nof this Agreement, and all the related documents and instruments to be executed\nby Seller or Lessee.\n\n                 (i)      An assignment of Lease transferring leasehold title\nto the Property to Seller from Healthcare Real Estate Holdings II, Inc.\n\n                 (i)      Such other documents as are reasonably necessary to\ncarry out the terms and provisions of the Escrow Agreement.\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 Lease and the Assignment of Lease, duly executed\nand acknowledged 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\n                                       19\n\n                 (c)      Such other documents as are reasonably required to\ncarry out the terms and 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 Lessee 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 and shall fail to cure such\ndefault within ten Business Days following written notice from Purchaser to\nSeller.\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\n\n                                       20\n\ndelivered to Seller on or before the Closing; or (ii) in the event that Seller\nshall willfully refuse to close the sale and only in such event, enforce\nspecific performance of this Agreement against Seller including Purchaser's\nreasonable costs and attorneys fees in connection therewith.  It is understood\nand agreed that termination or specific performance as provided in (i) and (ii)\nabove constitute Purchaser's sole remedy against Seller, and that Purchaser\nshall not be entitled to seek monetary damages from Seller or assert any other\nremedy 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 and shall fail to cure such default\nwithin ten Business Days following written notice from Seller to Purchaser.\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 retain the Independent Consideration and\nreceive from Purchaser a sum equal to all third party out-of-pocket expenses\nincurred by Seller in performing its obligations under this Agreement including\nany reasonable, actual attorneys' fees incurred by Seller in connection with\nthe preparation, negotiation and execution of this Agreement and the\nperformance by Seller of its obligations hereunder, it being agreed between\nPurchaser and Seller that such sum shall be liquidated damages for a default of\nPurchaser hereunder because of the difficulty, inconvenience, and uncertainty\nof ascertaining actual damages for such default.\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 for one year after the Closing Date and shall not be deemed to\nmerge upon the acceptance of the Deed and the Assignment of 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, sent by certified mail, return receipt requested or delivered by\nrecognized expedited delivery service, addressed as follows:\n\n\n                                       21\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                 With a copy to:\n\n                 Mr. Thomas A. Ansley\n                 Sirote &amp; Permutt, P.C.\n                 2222 Arlington Avenue South\n                 Birmingham, Alabama  35205\n\n                 If intended for Seller:\n\n                 NORTHLAKE CENTER FOR OUTPATIENT SURGERY, L.P.\n                 c\/o Surgical Health Corporation\n                 990 Hammond Drive\n                 Suite 300\n                 Atlanta, Georgia  30328\n                 Attention: Gary W. Rasmussen, Senior Vice President - Finance\n\n                 With a copy to:\n\n                 Mr. Mark C. Rusche\n                 Alston &amp; Bird\n                 One Atlantic Center\n                 1201 West Peachtree Street\n                 Atlanta, Georgia  30309-3424\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 receipt at such address, or if mailed, upon deposit of a\ncopy in a post office of official depository of the United States Postal\nService.\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\n\n\n                                       22\n\nby the Party against whom the enforcement of such waiver, modification,\namendment, discharge or termination is sought, and then only to the extent set\nforth 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                 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 have given Seller written notice of the missing items within 15 days of\nthe Effective Date (as provided in Section 5.2) and provided Purchaser shall\ngive Seller notice of its intent to extend such dates within five Business Days\nfollowing Seller's receipt of the last of the items set forth on Purchaser's\nnotice letter.  Nothing herein shall diminish Seller's obligation to timely\nfurnish 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\n\n\n                                       23\n\na waiver of default or modification of this Agreement or shall prevent the\nexercise of any right by the first Party while the other Party continues to be\nso in default.\n\n                 11.10    OFFER AND ACCEPTANCE.  This Agreement shall\nautomatically terminate at 5:00 pm. on June 1, 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.  Purchaser and Seller hereby represent to\neach other that neither has discussed this Agreement or the subject matter\nthereof with any real estate broker or salesman so as to create any legal\nrights in any such broker or salesman to claim a real estate commission or\nsimilar fee with respect to the purchase or sale of the Property.  Purchaser\nand Seller each agree to defend, indemnify and hold the other harmless from any\nand all claims for any real estate commissions, leasing fees or similar fees\narising out of or in any way relating to the purchase, sale or lease of the\nProperty based on their respective acts.\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                 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\n\n\n                       [Signatures Begin On Next Page]\n\n\n                                       24\n\n                 EXECUTED to be effective as of the Effective Date.\n\n\n\n\n                                         PURCHASER:                            \n                                                                               \n                                         CAPSTONE 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 27, 1994\n                                             ----------------------------------\n                                                                              \n                                         Purchaser's Tax Identification Number:\n                                                                              \n                                                      63-1115479\n                                         --------------------------------------\n                                                                               \n                                         SELLER:                               \n                                                                               \n                                         NORTHLAKE CENTER FOR OUTPATIENT       \n                                         SURGERY, L.P.,                        \n                                         a Georgia limited partnership         \n                                                                               \n                                         By SHC Northlake, Inc.,               \n                                            Georgia corporation                \n                                         Its general partner                   \n                                                                               \n                                                                               \n                                                                               \n                                         By    \/s\/ \n                                           ------------------------------------\n                                                                               \n                                         Its      Vice President\n                                            -----------------------------------\n                                                                               \n                                         Date         5-27-94\n                                             ----------------------------------\n                                                                               \n                                         Seller's Tax Identification Number:\n\n                                                       58-2010069\n                                         --------------------------------------\n\n\n\n\n\n                                       25\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9588,9579],"class_list":["post-41868","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-land__ga","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41868","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=41868"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41868"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41868"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41868"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}