AGREEMENT OF SALE AND PURCHASE GREENVILLE HOSPITAL SYSTEM, a political subdivision organized under the laws of South Carolina

AGREEMENT OF SALE AND PURCHASE

GREENVILLE HOSPITAL SYSTEM,
a political subdivision organized under the laws of South Carolina,

GREENVILLE HEALTH CORPORATION, INC.
a South Carolina corporation,

and

GHC HEALTH RESOURCES, INC.,
a South Carolina corporation

(collectively, SELLER)

&

HTA — GREENVILLE, LLC,
a Delaware limited liability company

(BUYER)
TABLE OF CONTENTS

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AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT OF SALE AND PURCHASE (this “ Agreement ”) is made this 15th day of July 2009, between Greenville Hospital System (“ GHS ”), a political subdivision organized under the laws of South Carolina, Greenville Health Corporation (“ GHC ”), a South Carolina corporation and GHC Health Resources, Inc. (“ GHR ”), a South Carolina corporation, all having an address at 701 Grove Road, Greenville, SC 29605 (collectively the “ Seller ”), and HTA — Greenville, LLC , a Delaware limited liability company, having an address at 16427 N. Scottsdale Road, Suite 440, Scottsdale, Arizona 85254 (“ Buyer ”). This Agreement is to be effective as of the date this Agreement has been executed and delivered by the last party to sign, as evidenced by the dates next to the respective signatures of Seller and Buyer on the execution page(s) of this Agreement (the “ Effective Date ”). Seller and Buyer are each individually referred to herein as a “ Party ,” and collectively as the “ Parties .” Except as expressly set forth herein, all references to Seller shall be deemed to refer to each of GHS, GHC and GHR individually, as well as to all of them collectively.

WHEREAS, GHS is the owner of all of the “Properties” (as hereinafter defined) other than the Properties known as Maxwell Pointe, Mills Avenue and Cleveland Street (all Properties, other than the three excluded in this clause, the “ GHS Properties ”).

WHEREAS, GHC is the owner of the Property known as Maxwell Pointe as more particularly identified on the attached Exhibit A-12 (the “ GHC Property ”).

WHEREAS, GHR is the owner of the Properties known as Mills Avenue and Cleveland Street as more particularly identified on the attached Exhibit A-15 and Exhibit A-16 respectively (the “ GHR Properties” ).

WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Properties, as more particularly set forth herein.

NOW THEREFORE, in consideration of the covenants and provisions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.  Agreement to Sell and Purchase . Seller agrees to sell, assign, convey, transfer, deliver and lease to Buyer, and Buyer agrees to purchase and lease from Seller, subject to the terms and conditions of this Agreement, the following:

(a)  Fee Properties . Pursuant to the Deeds (as hereinafter defined) to be executed as of the Closing Date by Seller, those certain tracts or pieces of land identified as “Fee” on the attached Exhibit “A” (each, a “ Fee Property ” and collectively, the “ Fee Properties ”);

(b)  Ground Lease Properties . Pursuant to the “Ground Leases” (as hereinafter defined) to be executed as of the Closing Date by Seller, as lessor, and Buyer, as lessee, Seller will ground lease to Buyer a leasehold interest in, to and under those certain tracts or pieces of land identified as a “Leasehold” on the attached Exhibit “A” (each, a “ Ground Lease Property ” and collectively, the “ Ground Lease Properties ;” the Fee Properties together with the Ground Lease Properties shall be referred to as the “ Land ”);

(c)  Additional Property .

(i) All of Seller’s right, title and interest, if any, in, to and under all privileges and easements appurtenant to the Land, including, without limitation, (A) all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances in, on or under the Fee Properties but not the Ground Lease Properties, (B) parking and access rights sufficient to service each Property and in reasonable proximity thereto, (C) all development rights, air rights, water rights and water stock owned by Seller relating to the Land, and (D) all easements, rights of way or other appurtenances of Seller used in connection with the beneficial use and enjoyment of the Land (collectively, the “ Appurtenances ”);

(ii) All of Seller’s right, title and interest in and to all improvements and fixtures located on the Land, including, without limitation, all buildings and structures presently located on the Land, all apparatus, equipment and appliances used in connection with the operation or occupancy of the Land, such as heating, air conditioning, and lighting systems and other facilities used to provide any utility services, refrigeration, ventilation, garbage disposal, or other services on the Land, excluding the personal property listed on attached Exhibit “B” (the “ Personal Property ”) and excluding trade fixtures, equipment and personal property owned by Tenants or other occupants of the Land (all of which are collectively referred to as the “ Improvements ” and each parcel or tract of Land, together with the Appurtenances associated therewith and the Improvements located thereon, are sometimes individually referred to as the “ Real Property ,” and all of the foregoing are collectively referred to as the “ Real Properties ”);

(iii) All of Seller’s right, title and interest in, to and under all leases, subleases, licenses and other documents affecting in any way a right to occupy the Real Properties or any portion thereof, together with all associated amendments, modifications, extensions or supplements thereto and any of the same entered into after the Effective Date in accordance with the terms and conditions of this Agreement prior to the Closing Date which are listed on Exhibit “C” hereto (collectively, the “ Leases ”), with all persons or entities occupying any portion of the Real Properties pursuant to the Leases (“ Tenants ”), together with all unapplied deposits held in connection with the Leases, including, without limitation, all deposits for security, key, cleaning, storage locker or otherwise, prepaid rent, guarantees, letters of credit and other similar charges and credit enhancements providing additional security for the Leases (collectively, the “ Security Deposits ”);

(iv) To the extent assignable, all right, title and interest in, to and under all intangible personal property now or hereafter owned by Seller and used in the ownership, use, operation, occupancy, maintenance or development of the Real Properties or any portion thereof, including, without limitation: (a) all governmental and public certificates, permits, licenses and approvals relating to the development, construction, operation, use, maintenance or occupancy of the Property, including without limitation, all building permits, certificates of completion, certificates of occupancy for the Property as a whole and each Tenant’s individual unit, environmental permits and licenses (including, without limitation, permits relating to the existence, operation or removal of underground storage tanks), and sign permits (individually and collectively “ Permits ”), (b) copies in Seller’s possession and control relating to the Real Properties of all as-built plans and specifications for the Improvements (collectively, “ Plans ”); (c) all reports in Seller’s possession or control relating to the Real Properties, including but not limited to environmental reports, environmental audits, soils reports, site plans, engineering reports and plans, landscape plans, structural calculations, floor plans, construction contracts, a current inspection report by a licensed structural pest control operator, traffic reports, demographic information (collectively, “ Reports ”), (d) all presently effective warranties or guaranties from any contractors, subcontractors, suppliers, manufacturers, servicemen or materialmen in connection with or any construction, renovation, repairs or alterations of the Improvements or any tenant improvements (collectively, the “ Warranties ”), (e) all other intangible property related to any Real Property; excluding, in each case, (1) any intangible property owned by Tenants or other occupants of any Real Property; (2) all trade names, trademarks, service marks, building and property names and building signs used in connection with any Real Property and all variations thereof, including all interest Seller may have, if any, in the building names at the Ground Lease Properties and including all interest Seller may have, if any, in the building names of the Properties which are specifically related to any practice groups or programs of GHS (the “ Tradenames ”) and (3) other intangible property not relevant to the Properties but necessary for the conduct of Seller’s business (collectively, the “ Intangible Property ”); and

(v) To the extent approved by Buyer pursuant to Section 4(f) , all right, title and interest in, to and under the “ Assigned Contracts ” (as defined below).

The Real Property, inclusive of the Appurtenances thereto and Improvements thereon, the Personal Property, the Leases, the Security Deposits, the Intangible Property and the Assigned Contracts are each referred to as the “ Property ,” and collectively as the “ Properties .” The term “ Real Properties ” and “ Properties ” shall be amended to reflect the exclusion of a “Removed Property” (as defined in Section 3(b) below) from the transactions contemplated by this Agreement.

(d)  Excluded Liabilities .

(i)  Seller Responsibility for Excluded Liabilities . Buyer is solely purchasing assets of Seller. Nothing herein shall be deemed to constitute any assumption of liability by Buyer, and Seller shall retain all responsibility for the “ Excluded Liabilities ” (as hereinafter defined), including, without limitation, performance, payment, discharge or other satisfaction thereof.

(ii)  Definition of Excluded Liabilities . “ Excluded Liability ” and “ Excluded Liabilities ” shall mean any liability or obligation of Seller to any third party (a) that accrued prior to the Settlement; (b) relating to any Property and/or Seller that arose from acts or omissions of Seller and/or for which Seller is otherwise responsible occurring prior to the Settlement, whether or not accrued and whether or not disclosed (including, without limitation, violations of law, torts, breach of contract, employment practices and environmental, health and safety matters); (c) relating to Seller’s operation of acute care hospitals and other healthcare facilities (including, without limitation, payment of taxes payable with respect thereto) or any other aspect of the operation of Seller’s business whether before or after Settlement; (d) relating to any former business operations of Seller that have been discontinued; (e) relating to any unpaid taxes under Treasury Regulations Section 1.1502-6 (or any similar provisions of state, local or foreign law); (f) relating to any asset of Seller that was not included as part of any Property; (g) relating to any liability or obligation owed by any affiliate of Seller; (h) relating to Seller’s employees or any Seller employee benefit plans; (i) relating to the preparation, negotiation and execution hereof and the consummation of the transactions contemplated hereby (including, without limitation, any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Seller); (j) relating to any indebtedness of, or other amount owed by, Seller (including, without limitation, any interest or penalties accrued thereon); and (k) relating to claims made against Seller in any pending or future legal, governmental or administrative proceeding or investigation.

(iii)  Acknowledgment of Intent . Seller and Buyer acknowledge and agree that it is their intent that Seller have sole responsibility for all Excluded Liabilities (including, without limitation, all litigation, arbitration or other proceedings related thereto and all costs and expenses incurred in connection therewith), and any third party (including without limitation, any court, arbitrator or other tribunal) shall construe this Agreement so as to reflect such intent.

(iv)  Survival . The provisions of this Section 1(d) shall survive Settlement.

2.  Purchase Price .

(a) The purchase price for the Property is One Hundred Sixty-One Million Six Hundred Thirty Thousand Dollars ($161,630,000), as the same may be decreased by the exclusion of a Removed Property (as so adjusted, the “ Purchase Price ”). The Parties hereby acknowledge and agree that the Purchase Price shall be allocated among the Properties in the manner set forth on the attached Exhibit “D” (the “ Allocated Purchase Price ”). The Parties agree that the Allocated Purchase Price has been arrived at by a process of arm’s length negotiations and the Parties’ best judgment as to the fair market value of each respective asset, and will consistently reflect those allocations on their respective federal, state and local tax returns, including any state, county and other local transfer or sales tax declarations or forms to be filed in connection with this transaction, which obligations shall survive Settlement (as defined below). The Purchase Price shall be paid as follows:

(i) Five Million Dollars ($5,000,000) (such sum, together with all interest earned thereon, the “ Deposit ”) by wire transfer or check payable to First American Title Insurance Company (“ Escrow Agent ”), which Buyer shall deliver to Escrow Agent within two (2) business days following the mutual execution of this Agreement. Escrow Agent shall provide written notice to Seller of its receipt of the Deposit. In the event Buyer fails to deliver the Deposit to Escrow Agent in accordance with the foregoing, this Agreement shall be void and of no force or effect. The Deposit shall be held, in a non-commingled, interest bearing, federally insured account, by Escrow Agent in accordance with this Agreement and a joint order escrow agreement among Seller, Buyer and Escrow Agent in the form attached hereto as Exhibit “E” (the “ Escrow Agreement ”) pending consummation of this transaction. At the completion of Settlement, the Deposit shall be paid to Seller and shall be applied as a credit to the Purchase Price. Buyer’s Federal Tax I.D. Number is 27-0489421. GHS’ Federal Tax I.D. Number is 57-6007863. GHC’s Federal Tax I.D. Number is 57-0835816. GHR’s Federal Tax I.D. Number is 57-1004941.

(ii) Contemporaneously with the execution and delivery of this Agreement, Buyer has paid Seller as further consideration for Seller’s execution and delivery of this Agreement, in cash, a bargained for and agreed to sum of One Hundred Dollars ($100.00) (“ Independent Consideration ”), in addition to the Deposit and the Purchase Price, independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non refundable under any circumstances.

(iii) The balance of the Purchase Price shall be paid to the Escrow Agent prior to Settlement in cash by wire transfer of immediately available federal funds who shall in turn release such funds to Seller upon joint written instructions from Buyer and Seller that all conditions to such funding have been satisfied.

(b) Upon request, Escrow Holder shall promptly return the Deposit to Buyer or Seller, as applicable, in accordance with the Escrow Agreement. If there is a dispute between Seller and Buyer regarding whether the Deposit shall be returned to Buyer or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Buyer except to interplead the proceeds into an appropriate court of competent jurisdiction.

(c) Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person. Escrow Agent shall not be liable in connection with the performance by Escrow Agent of its duties hereunder, except for Escrow Agent’s own fraudulent misconduct or gross negligence. Escrow Agent shall be under no obligation to institute or defend any action, suit or legal proceeding in connection herewith or to take any other action likely to involve Escrow Agent in expense (except to interplead the Deposit as aforesaid) unless first indemnified to its reasonable satisfaction by Seller and Buyer.

3.  Settlement and Removed Property .

(a)  Settlement . The payment of the balance of the Purchase Price, the transfer of title to the Property, and the satisfaction of all other terms and conditions of this Agreement (“ Settlement ”) shall occur on the date (the “ Closing Date ”) which is twenty-one (21) days after expiration of the “ Due Diligence Period ” (as defined below), or on such earlier date as Buyer and Seller may mutually agree, at the offices of Haynsworth Sinkler Boyd, P.A. at 10:00 a.m. (the “ Closing Office ”) with a representative from Parker Poe Adams & Bernstein, LLP (“ Buyer’s Local Counsel ”) and/or Cox, Castle & Nicholson, LLP (“ Buyer’s Counsel ”) present at the Closing Office, consistent with the terms, conditions and requirements of this Agreement. The foregoing sentence notwithstanding, (i) if Buyer or Seller is unable to satisfy its obligations to complete the Settlement as a result of a “Force Majeure” (as hereinafter defined), Buyer or Seller, as applicable, shall have the right to extend the Closing Date upon written notice to the other party until a future date on which completion of Buyer’s or Seller’s Settlement obligations, as applicable, is reasonably practicable; and (ii) Buyer may, at Buyer’s election, evidenced by written notice to Seller and upon the delivery of an additional Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) to the Escrow Agent (the “ Extension Deposit ”), extend the Closing Date by fifteen (15) days. The Extension Deposit, once made, shall be deemed part of the Deposit for all purposes of this Agreement (including that it shall be credited against the Purchase Price). Notwithstanding anything to the contrary contained in this Agreement and except as a result of a Force Majeure, a failure of the Subdivision Condition in accordance with Section 6(k) below and/or a default by Seller, the outside date for the Settlement shall be September 15, 2009. For purposes of this Section 3(a), “ Force Majeure ” shall mean any inability of a party to perform any obligations hereunder as a result, either directly or indirectly, of fire or other casualty, earthquake, flood, tornado or other act of God, civil disturbance, terrorist attack or other terrorist activity, war, organized labor dispute, freight embargo, governmental order or other unforeseeable event reasonably beyond the control of the performing party.

(b)  Removed Property .

(i)  Definition of Removed Property . For purposes of this Agreement, a “ Removed Property ” shall be defined as a Property that is excluded from the transactions contemplated under this Agreement either automatically or by Buyer’s timely election pursuant to the provisions of Section 3(c) (failure of Subdivision Condition), Section 4(g) (uncured title defect), Section 4(a) (due diligence objection), Section 6(e) (failure to obtain estoppel), Section 12 (damage), Section 9 (condemnation), or Section 11 (Seller default).

(ii)  Buyer’s Right to Terminate . If any Property is deemed or treated as a Removed Property, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Properties minus the Removed Property (the “ Remaining Properties ”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Property, (b) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Property, (c) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the Parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Property, (d) all instruments held by the Escrow Agent relating solely to such Removed Property shall be returned to the Party depositing the same, (e) Buyer shall, within thirty (30) days of notifying Seller that a Property is being treated as a Removed Property, return all items relating to such Removed Property previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (f) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Property shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Property pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Properties, and (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Properties, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Properties. The provisions of this Section 3(b)(ii) shall survive Settlement and recording of the applicable deed and/or assignment agreement or earlier termination of this Agreement.

(iii)  Seller’s Right to Terminate . Except as set forth in Section 11, if any Property is deemed or treated as a Removed Property and the Purchase Price for all remaining Properties is thereby reduced to an amount equal to eighty-five percent (85%) or less of the original Purchase Price for all Properties, Seller may terminate this Agreement by providing written notice to Buyer and (a) the Deposit shall be returned to Buyer, (b) Buyer and Seller shall each be liable for one half of any escrow fees or charges, (c) Buyer shall return all items relating to the Property previously delivered by Seller to Buyer (without representation or warranty of any kind, express or implied) within thirty (30) days of Seller’s written notice referenced above, and (d) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties under this Agreement shall be void and of no further force and effect, except for any indemnity obligations of any Party expressly stated in this Agreement to survive termination of this Agreement. The provisions of this Section 3(b)(iii) shall survive termination of this Agreement.

(c)  Satisfaction of Subdivision Condition. If the Subdivision Condition is not satisfied prior to the Closing Date with respect to any Property and provided that Seller does not exercise its extension right set forth in Section 6(k), Buyer may elect, in its sole and absolute discretion to exclude and deem any Property not properly subdivided pursuant to the terms of this Agreement as a Removed Property by providing notice thereof to Seller on or prior to the Closing Date.

4.  Due Diligence Period; Condition of Title .

(a) Buyer shall have a period of time from June 12, 2009 through August 14, 2009 (such period, as extended pursuant to the below, the “ Due Diligence Period ”) to (i) conduct due diligence investigations and analysis of the Property and all information pertaining to the Property and (ii) agree to the list of Excluded Personal Property for the Properties indentified on Exhibit “B” as “TBD During Due Diligence Period” and (iii) agree to definitive agreements evidencing the Estoppel Certificates defined in Section 6(e), a ground lease between Buyer and Seller for each Ground Lease Property (each, a “ Ground Lease ”), a space lease between Buyer, as landlord, and Seller and the “Endowment Fund” (as hereinafter defined), as tenant (each of which shall be for the square footage and contain the basic terms and conditions more particularly described on Exhibit “F” attached hereto) for each building located on the Properties (i.e., one Space Lease for each building) (each, a “ Space Lease ”), “ REAs ” (as hereinafter defined) for each Property, as applicable, “Property Management Agreements” (as hereinafter defined) for each Property, the “ ROFR Agreement ” (as hereinafter defined), the “ Tenant Improvement Agreement ” (as hereinafter defined) and the “ Future Development Agreement ” (as hereinafter defined) (collectively, the “ Primary Closing Documents . If Buyer determines in its sole and absolute discretion that it does not desire to acquire the Property for any reason or no reason and notifies Seller by 8:00 p.m. Eastern Standard Time or Eastern Daylight Time (as then currently applicable) on the last day of the Due Diligence Period (as extended, if applicable) of its election to terminate this Agreement, the Deposit shall be immediately returned to Buyer, this Agreement thereupon shall become void and there shall be no further obligation or liability on any of the Parties, except as otherwise specifically provided herein, and Buyer promptly shall return to Seller, without retaining any copies thereof, the Title Commitment, the Surveys, all copies of the Leases, the Service Contracts and Seller’s Materials (as defined below) and shall deliver to Seller copies of all studies and reports relating to the Property obtained by Buyer other than proprietary information of Buyer. Buyer’s failure to deliver notice to Seller of its election to terminate this Agreement prior to 8:00 p.m. EST/EDT on the last day of the Due Diligence Period shall obligate Buyer to complete Settlement under this Agreement except with respect to the Removed Properties, if any. If Buyer shall identify a material defect with respect to one or more of the Properties during the Due Diligence Period, then Buyer shall have the right to terminate this Agreement (as set forth above) or exclude and deem any such Property a Removed Property by providing notice thereof to Seller prior to the expiration of the Due Diligence Period. Seller agrees to cooperate and work in good faith with Buyer to help ensure that all of Buyer’s due diligence review, as well as a final agreement with respect to all Primary Closing Documents, is completed prior to the expiration of the Due Diligence Period.

(b) At reasonable times following reasonable notice and prior to the end of the Due Diligence Period, Buyer, its accountants, architects, attorneys, engineers, contractors and other representatives shall be afforded reasonable access as follows (collectively, “ Buyer’s Access Rights ”):

(i) to the Property to, at Buyer’s sole expense, inspect, measure, appraise, test and make surveys of (including, without limitation, feasibility, environmental, engineering and physical inspections of the Property) the Property; provided, however, that Buyer shall be obligated to obtain Seller’s prior approval for the performance of any invasive or intrusive environmental testing. Buyer’s written request to Seller therefor must be accompanied by a summary of the proposed scope of work;

(ii) to the Real Properties in order to conduct Tenant interviews, provided, however, that Buyer shall not communicate with any Tenants under the Leases, except with Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed, and at Seller’s election, with Seller being present at the time of such communication. In the event of such consent, Buyer shall not disclose any of the terms and conditions of this transaction to such Tenants; and

(iii) to the records and files relating to the Property, and at Buyer’s expense, to make copies of such records and files; provided, however, that Buyer shall return all copies of such records and files if this Agreement is terminated or if Settlement does not occur under this Agreement (Items 4(b)(i), 4(b)(ii), and 4(b)(iii) collectively, the “ Inspections ”).

Buyer agrees to promptly discharge any liens that may be imposed against the Properties as a result of Buyer’s Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and reasonable attorneys’ fees), liabilities, judgments and damages (collectively, “ Claims ”) incurred by any Seller as a result of any Inspections performed by Buyer; provided, however, that Buyer shall not be responsible for any Claims arising out of any obligations and liabilities of any Seller, including, without limitation, Claims arising out of Buyer’s discovery of a pre-existing condition at any Property, including, without limitation, reporting any such condition to the appropriate authorities if required to do so by law, and Seller shall be solely responsible for any Claims arising out of Buyer’s discovery of such pre-existing condition at any Property, and for compliance with any reporting obligation that arises from such discovery. Buyer shall not interfere unreasonably with the operation of the Property and shall coordinate all of Buyer’s activities under this Section with Seller to minimize possible interference with the Property or its operation. Buyer shall restore any area on the Property disturbed in the course of Buyer’s testing to the condition existing prior to any tests conducted by Buyer. Prior to making any entry upon the Property, Buyer will deliver to Seller an insurance certificate naming Seller as the certificate holder, evidencing a minimum of $5,000,000.00 of commercial general liability insurance and naming Seller as additional insured thereunder. Such certificate shall state that the insurance coverage may not be canceled or modified except upon thirty (30) days’ prior written notice to Seller. Buyer agrees to indemnify, defend, and hold Seller harmless from and against any claim made against Seller as a result of any entry upon the Property and any activities conducted thereon by Buyer or on behalf of Buyer except to the extent caused by the gross negligence or willful misconduct of Seller or Excluded Liabilities. The foregoing indemnification obligation of Buyer shall survive Settlement and shall survive any termination of this Agreement.

(c) After the end of the Due Diligence Period, at reasonable times following reasonable notice and with the express consent of Seller, Buyer’s Access Rights shall continue provided that, except as otherwise provided herein, Buyer shall not have the right to terminate this Agreement or exclude and deem any Property a Removed Property as a result of the Inspections or any other information obtained through Buyer’s Access Rights after the end of the Due Diligence Period.

(d) Within ten (10) business days after the Effective Date, to the extent not previously delivered to Buyer and to the extent in the possession and control of the Seller, Seller shall deliver to Buyer all Plans, Permits, Warranties, Reports, copies of all leasing and brokerage agreements, a rent roll pertaining to the Real Properties dated no earlier than thirty (30) days prior to the Effective Date (the “ Rent Roll ”), an aged receivables report regarding income from the Leases, all other items listed on Exhibit “G” attached hereto and such other items or information relating to the Property as are specifically requested by Buyer of Seller in writing during the Due Diligence Period to the extent such information is in the possession or control of Seller (collectively, the “ Seller’s Materials ”). Except as otherwise set forth in this Agreement, Seller makes no representations as to the accuracy of the information contained in Seller’s Materials. Buyer shall keep Seller’s Materials and all information obtained by Buyer as part of its due diligence review of the Property (“ Buyer’s Materials ”) confidential and, except as may otherwise be required by law, shall not share any of the foregoing with anyone other than Buyer’s directors, officers, employees, outside counsel, accounting firm and other professional consultants (all of whom are collectively referred to as the “ Related Parties ”) who, in Buyer’s judgment, need to know such information for evaluating a possible purchase of the Property. The Related Parties shall be informed by Buyer of the confidential nature of the Seller’s Materials and the Buyer’s Materials and shall be directed by Buyer to keep same in the strictest confidence.

(e) On or before the expiration of the Due Diligence Period, Buyer may deliver a written notice to Seller (the “ Contracts Notice ”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights specific to an individual Property and related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of such Property (collectively, the “ Service Contracts ”) listed on Exhibit “H” that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “ Assigned Contracts ”); provided that the Assigned Contracts shall not include contracts for services to be provided by GHS under any shared services arrangements governed by the REAs or PMAs. All Service Contracts that are not Assigned Contracts (the “ Terminated Contracts ”) shall be terminated as of the Closing Date by Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration of the Due Diligence Period, there shall be no Terminated Contracts and Buyer shall assume all of the Service Contracts listed on Exhibit “H” on the Closing Date. With respect to each Assigned Contract, Seller shall use best efforts to provide Buyer with a certificate of insurance from each vendor thereunder at Settlement naming Buyer and Buyer’s property manager as an additional insured in a form reasonably acceptable to Buyer.

(f) On or prior to July 15, 2009 (“ Title Delivery Date ”), Seller will order (i) a title search to be performed with regard to the Properties, and will cause a title insurance commitment (each, a “ Title Commitment ” and collectively, the “ Title Commitments ”) to be issued with regard to each Property, together with the vesting deeds and copies of all other documents referred to in the Title Commitments (collectively, the “ Title Documents ”), and (ii) an ALTA/ACSM survey of each Real Property and each Improvement located on a Ground Lease Property to be prepared reflecting all plottable items referenced in the Title Commitments by a surveyor or civil engineer licensed in the State of South Carolina, containing commercially reasonable requirements and certifications in sufficient detail so as to provide the basis for the required Title Policy without boundary, encroachment or survey exceptions (each, a “ Survey ” and collectively, the “ Surveys ”). Should Buyer require the Survey to show any additional items or certify to matters beyond those required by ALTA/ACSM standards, the cost of obtaining such changes to the survey or certifications shall be borne by the Buyer (except to the extent such additional items or matters are necessary in connection with satisfying the Subdivision Condition or in connection with any shared services governed by the REAs or PMAs, in which case such costs shall be borne by Seller). On or before August 14, 2009 (the “ Title Objection Date ”), Buyer will give notice to Seller of the existence of any title defect, lien, or encumbrance related to the Real Properties which Buyer finds unacceptable (such matters being “ Defects ” and each being a “ Defect ”). If, by the Title Objection Date, Buyer does not give notice to Seller of any Defects, then at the time of Settlement, Buyer agrees to accept title to the Real Properties subject to all matters of public record as of the date of the Title Commitment, but subject to Buyer’s rights with respect to New Defects as provided herein or as may be related to the Subdivision Condition or any shared services governed by the REAs or PMAs. If, by the Title Objection Date, Buyer gives notice to Seller of one or more Defects, Seller shall, within five (5) days after receiving such notice, give notice to Buyer that Seller will or will not attempt to cure such Defects to Buyer’s reasonable satisfaction (“ Seller Cure Notice ”); provided , however , Seller will specifically remove the “ Pre-Disapproved Exceptions ” (as hereinafter defined). If Seller elects not to cure the Defects, Buyer shall be entitled, by giving notice to Seller within ten (10) days after Buyer’s receipt of the Seller Cure Notice (the “ Title Determination Date”) to (a) terminate this Agreement and have the Deposit returned to it, (b) treat any affected Property as a Removed Property, or (c) complete Settlement and accept title to the Property subject to the uncured Defects, without an abatement of the Purchase Price. If Seller elects to cure the Defects, but at the time of Settlement the Defects have not been cured, Buyer’s sole option shall be either to (i) terminate this Agreement and have the Deposit returned to it, (ii) treat any affected Property as a Removed Property, or (iii) complete Settlement and accept title to the Property subject to the uncured Defects, without an abatement of the Purchase Price. Notwithstanding anything in this Agreement to the contrary, and notwithstanding Buyer’s failure to deliver any notice of Defects or any approval or consent given or deemed given by Buyer hereunder, Seller covenants with respect to each Property owned or leased by it, to cause a full release, reconveyance or termination of, and to remove as exceptions to title on or prior to the Closing Date, all mortgages, deeds of trust and other monetary encumbrances, assessments and/or indebtedness affecting each Property (except for real estate taxes not yet due or payable), and all labor, materialmen’s and mechanics’ liens affecting each Property (collectively, the “ Pre-Disapproved Exceptions ”). Notwithstanding anything set forth in this Agreement to the contrary, the Deposit shall not be deemed “hard” (i.e., refundable except as expressly set forth herein), until all rights of Buyer under this Section 4(g) and 4(h) have been satisfied and the Title Determination Date has passed and the Due Diligence Period has expired.

(g) If at anytime prior to Settlement, Buyer receives a new, updated or supplemental Title Commitment, Title Documents or Survey and such new, updated or supplemental Title Commitment, Title Documents or Survey discloses one or more Defects that are not “ Permitted Exceptions ” (as defined below) (in each case, a “ New Defect ”) and any New Defect is unacceptable to Buyer, Buyer may, within three (3) business days after receiving such new, updated or supplemental Title Commitment, Title Documents or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Defect only and the process described in this Section shall apply thereto.

(h) On the Closing Date, Seller shall convey and transfer, or cause to be conveyed or transferred, to Buyer (i) with respect to each Fee Property, fee simple title to such Real Property by depositing a Deed (as defined below) with Buyer’s Local Counsel; and (ii) with respect to each Ground Lease Property, (a) Seller’s right, title and interest in and to the applicable Ground Lease and leasehold interest in the applicable Ground Lease Property and (b) Seller’s fee interest (subject to a right of reverter for the benefit of the ground lessor) in and to all Improvements (other than any Improvements owned by easement holders, if any) located on the each such Ground Lease Property by depositing the Ground Lease and Deed and Bill of Sale (as hereinafter defined) with Buyer’s Local Counsel. Evidence of delivery of such fee simple title and leasehold interest shall be the issuance by HPBM&J Title Agency acting as local agent for First American Title Insurance Company (the “ Title Company ”) to Buyer of (i) a 2006 ALTA Extended Leasehold Policy of Title Insurance for the Ground Lease Properties, (ii) a 2006 ALTA Extended Coverage Owner’s Policy of Title Insurance for the Improvements located on the Ground Lease Properties, and (iii) a 2006 ALTA Extended Coverage Owner’s Policy of Title Insurance for the Fee Properties, which shall each insure the full amount of the Purchase Price (based on an aggregate title policy with pro tanto endorsement), show fee title or leasehold estate, as applicable, vested exclusively in Buyer, subject only to such exceptions as Buyer shall have approved pursuant to Sections 4(g) and 4(h) above (the “ Permitted Exceptions ”), with the arbitration provision, the creditors’ rights exclusion and general exceptions deleted (each, a “ Title Policy ” and collectively, the “ Title Policies ’) or the Title Company’s written commitment to issue such Title Policies. Each Title Policy shall provide full coverage against all labor, mechanics’ and materialmen’s liens, and contain such endorsements as Buyer may reasonably require (the “ Endorsements ”). At the time of Settlement, Seller will cause each Property to be released or otherwise discharged from any lien, securing the payment of a sum certain, which Seller granted or created voluntarily.

5.  Representations and Warranties .

(a) Seller, to induce Buyer to enter into this Agreement and to complete the sale and purchase of the Properties hereunder, represents, warrants and covenants to Buyer with respect to each Property, each of which shall remain true, complete and correct as of the date hereof and as of the Closing Date and shall survive Settlement for a period of twelve (12) months as follows:

(i) GHS is a political subdivision duly formed and validly existing under the laws of the State of Carolina.

(ii) GHC is a corporation duly formed and validly existing under the laws of the State of Carolina.

(iii) GHR is a corporation duly formed and validly existing under the laws of the State of Carolina.

(iv) Seller has full power and authority to enter into this Agreement, to perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all documents contemplated hereby by GHS have been duly and validly authorized by all necessary action on the part of GHS. Prior to Settlement, the execution, delivery and performance of this Agreement and all documents contemplated hereby by GHC and GHR shall have been duly and validly authorized by all necessary action on the part of GHC and GHR, respectively. All required consents and approvals (including without limitation, corporate or governmental/regulatory) have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture or related documents (including without limitation any documents evidencing indebtedness to bondholders), agreement or instrument to which Seller is a party or otherwise bound. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

(v) At Settlement, the Endowment Fund shall be duly and validly authorized to enter into the Space Leases and shall have obtained all required consents and approvals with respect thereto. The execution of the Space Leases by the Endowment Fund will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture or related documents (including without limitation any documents evidencing or guaranteeing indebtedness to bondholders), agreement or instrument to which the Endowment Fund is a party or otherwise bound.

(vi) No actions, suits, or proceedings are pending or, to Seller’s knowledge, threatened at law or in equity, by or before any court, arbitrator or governmental department, commission, board, bureau or agency against or affecting any portion of any Property or Seller which materially adversely affect the condition of, operations at, or title to any Property, or Seller’s ability to perform hereunder or under any leases of space at any Property from Buyer.

(vii) The execution and delivery by Seller, and the performance of and compliance by Seller with the terms and provisions of this Agreement, do not (a) conflict with or result in a breach of, the terms, conditions or provisions of, or constitute a default under, Seller’s organizational documents or any other agreement or instrument to which Seller is a party or by which all or any part of any Property is bound, (b) violate any restriction, requirement, covenant or condition to which all or any part of any Property is bound, (c) to Seller’s knowledge, constitute a violation of any applicable code, resolution, law, statute, regulation, ordinance or rule applicable to Seller or any Property, (d) constitute a violation of any judgment, decree or order applicable to Seller or specifically applicable to any Property, or (e) require the consent, waiver or approval of any third party.

(viii) To Seller’s knowledge, Seller is in compliance with applicable Laws relating to its ownership and possession of the Properties and the operation of its business, including without limitation, the operation of its hospitals and related facilities.

(ix) Each Seller is the sole owner of fee simple title to the Properties owned by such Seller, subject only to such matters as are disclosed on the Title Commitment.

(x) To Seller’s knowledge, there is no material fact or circumstance which could reasonably be expected to, directly or indirectly, result in a material change in Seller’s financial condition either immediately or in the future.

(xi) No condemnation or eminent domain proceedings are pending or, to Seller’s knowledge, threatened against or involving any Property or any portion thereof.

(xii) Except as set forth on the attached Exhibit “I” on the Closing Date, there will be no outstanding written or oral agreement made for any materials, improvements, repairs or any other work (including, without limitation, capital improvements) to the spaces covered by the Leases, to the Property or for offsite work related to any Property, which have not been fully completed and paid for or a credit given to Buyer at Settlement in the amount sufficient complete the work.

(xiii) There are no non-cash security deposits with respect to any Leases.

(xiv) There are no unpaid bills, claims, or liens in connection with any construction or repair of any Property except for those that will be paid in the ordinary course of business prior to the Closing Date or which have been bonded over or the payment of which has otherwise been adequately provided for to the satisfaction of Buyer.

(xv) There are no existing leases, whether oral or written, affecting the Property except as listed on Exhibit “C” attached hereto (the “ Leases ”). The Leases and other agreements with the Tenants delivered to Buyer pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Property, have not been amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Buyer, and there are no other leases, tenancy agreements, licenses or other rights of occupancy or use of any portion of the Property or any assignments or sublets thereunder affecting the Property. Except as set forth on Exhibit “C” , each of the Leases is valid and in compliance with all applicable Laws (as hereinafter defined) and in full force and effect and no default exists under any of such Leases.

(xvi)  Exhibit “H” attached hereto is a true and complete schedule of all of the Service Contracts, true, complete and correct copies of which will have been delivered to Buyer as part of the Seller’s Materials. The Service Contracts are in full force and effect, without default by any party and without any claims made for the right of setoff, except as expressly provided by the terms of such Service Contracts.

(xvii) No brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of any of the Leases, except as set forth in Exhibit “J” hereto, if any.

(xviii) Seller has a policy of fire and extended coverage insurance in at least the full amount of the replacement cost of all buildings and improvements located on the Property, if any.

(xix) No options, consent rights, rights of first refusal, rights of first offer, contracts or other preemptive rights have been granted or entered into by Seller which are still outstanding and which give any party a right to purchase any interest in any Property or any part thereof.

(xx) There are no violations at or by any Property of any applicable governmental laws, regulations, rules, ordinances, codes, licenses, or permits, and Seller is maintaining all licenses and permits necessary to conduct its business.

(xxi) Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended (the “ Code ”).

(xxii) Except as expressly set forth in the Seller’s Materials, Seller has not received any written notice from any governmental or quasi-governmental authority of any violations of any applicable federal, state or local laws, statutes, rules, regulations, ordinances, orders or requirements (collectively, “ Laws ”) noted or issued by any governmental authority having jurisdiction over or affecting the Property, including, without limitation, Laws relating to “Hazardous Materials.” For purposes of this Agreement, “ Hazardous Materials ” are substances defined as: “toxic substances,” “toxic materials,” “hazardous waste,” “hazardous substances,” “pollutants,” or “contaminants” as those terms are defined in the Resource, Conservation and Recovery Act of 1976, as amended (42 U.S.C. § 6901 et. seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et. seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. § 1801 et. seq.), the Toxic Substances Control Act of 1976, as amended (15 U.S.C. § 2601 et. seq.), the Clean Air Act, as amended (42 U.S.C. § 1251 et. seq.) and any other federal, state or local law, statute, ordinance, rule, regulation, code, order, approval, policy and authorization relating to health, safety or the environment; asbestos or asbestos-containing materials; lead or lead-containing materials; oils; petroleum-derived compounds; pesticides; or polychlorinated biphenyls. No part of any Property has been previously used by Seller, or, to Seller’s knowledge, by any other person or entity, for the storage, manufacture or disposal of Hazardous Materials, except in compliance with Laws or as may be disclosed in the Seller’s Materials. Except as set forth in the Seller’s Materials, to Seller’s knowledge, there are no underground storage tanks of any nature located on any portion of the Property.

(xxiii) To Seller’s knowledge, the Seller’s Materials constitute all of the material documents, information, data, reports or written materials that are related to the Properties in Seller’s possession, control or known to Seller and, to Seller’s knowledge, do not contain any material inaccuracies.

(xxiv) Seller has received no notice advising that (i) any utility required by law for the present use and operation of any Property has not been installed across public property or valid easements to the boundary lines of the Real Properties, or is not connected pursuant to valid permits, or (ii) such facilities are inadequate to service any Property or are not in good operating condition.

(xxv) The Rent Roll is true and correct and complete. As of the Closing Date, the rent roll delivered at Settlement pursuant to Section 6(l)(xix) will be true, correct and complete. No Tenant is entitled to any rebate, free rent or other concessions, deduction or offset except as set forth in the rent roll.

(xxvi) All insurance policies maintained by Seller that concern any of the Properties or Seller’s operation of any of the Properties are listed on Exhibit “K” attached hereto.

(xxvii) To the extent applicable to Seller, Seller has complied in all material respects with the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, which comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “ Patriot Act ”) and the regulations promulgated thereunder, and the rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“ OFAC ”), to the extent such Laws are applicable to Seller. Seller is not included on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, or is a resident in, or organized or chartered under the laws of, (A) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns or (B) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur.

For the purpose of this Agreement, the phrase “to Seller’s knowledge” shall be deemed to mean the actual knowledge of Gregory J. Rusnak, Chief Operating Officer of Seller, on the date that Seller executes this Agreement and as of the Closing Date, having made reasonable inquiry or investigation. Seller represents and warrants that Gregory J. Rusnak has primary responsibility for overseeing the management and operations of the Property and is the person most likely to have knowledge of the matters set forth in the representations and warranties.

(b) Buyer, to induce Seller to enter into this Agreement and to complete the sale and purchase of the Property hereunder, represents and warrants to Seller that the following matters are true and correct as of the Effective Date:

(i) Neither the execution and delivery of this Agreement, nor compliance with the terms and conditions of this Agreement by Buyer, nor the consummation of the purchase, constitutes or will constitute a violation or breach of the Articles of Formation of Buyer, or of any agreement or judicial order to which Buyer is a party or to which Buyer is subject.

(ii) There are no proceedings pending or, to the best of Buyer’s knowledge, threatened, by or against Buyer in bankruptcy, insolvency or reorganization in any state or federal court.

(iii) Buyer is duly formed, validly existing and in good standing under the laws of the State of Delaware. Buyer has duly authorized, executed and delivered this Agreement.

Each of the representations and warranties of Buyer set forth above shall be deemed remade by Buyer as of the Closing Date and shall survive Settlement for twelve (12) months.

For the purpose of this Agreement, the phrase “to the best of Buyer’s knowledge” and any phrase or words of similar import shall be deemed to mean the actual knowledge of Scott D. Peters, the President and Chief Executive Officer of Buyer without having made inquiry or investigation beyond such individual’s actual knowledge on the date that Buyer executes this Agreement and as of the Closing Date.

6.  Conditions to Buyer’s Obligations . The obligation of Buyer under this Agreement to purchase each Property from Seller is subject to the satisfaction at Settlement of each of the conditions set forth in this Section 6 (any one of which may be waived in whole or in part by Buyer at or prior to Settlement) with respect to each Property (collectively, “ Closing Conditions ”). In the event that any of the Closing Conditions have not been satisfied prior to Settlement, Buyer may, in its sole and absolute discretion, elect to terminate this Agreement and have the Deposit refunded to Buyer in full.

(a) All of the representations and warranties by Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Buyer. Seller shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed on its part prior to or as of Settlement, and all conditions to Settlement (other than those resulting from a default by Buyer) shall have occurred.

(b) There shall be no “material adverse change” in the matters reflected in the Title Documents, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Documents except for the Permitted Exceptions or matters to be satisfied as of the Closing Date. For purposes of this Section 6(b), a “material adverse change” to a matter reflected in the Title Documents shall mean any change to a Title Document which, in Buyer’s reasonable discretion, could result in a cost or liability to Buyer of $25,000 or more or which could adversely affect Buyer’s ability to finance or sell a Property subsequent to Closing.

(c) On the Closing Date, the Title Company shall be unconditionally obligated and prepared, subject to the payment of the applicable title insurance premium and other related charges, to issue the Title Policies to Buyer.

(d) Except as set forth in Exhibit “C” , no Tenant shall be in default under its Lease nor shall any Tenant have given notice that it is discontinuing operations at its leased Property nor shall a tenant have filed bankruptcy or sought any similar debtor protective measure or be the subject of an involuntary bankruptcy.

(e) Seller shall obtain and deliver to Buyer, no later than five (5) business days prior to the Closing Date, (a) estoppel certificates from all Major Tenants (as defined below) as of the Closing Date or at Seller’s election, solely with respect to Tenants occupying more than 5,000 square feet in any Real Property, estoppel certificates executed by Seller, in a form to be agreed upon by the Parties prior to the expiration of the Due Diligence Period (each, an “ Estoppel Certificate ”) and (b) estoppel certificates from all parties to, or owners of the Property subject to, any reciprocal construction, easement, operating or similar agreement affecting the Property and from the declarant, architectural committee and/or association, as applicable, under any declaration of covenants, conditions or restrictions affecting the Property in a form to be agreed upon by the Parties prior to the expiration of the Due Diligence Period dated no earlier than thirty (30) days prior to the Closing Date. Buyer shall notify Seller within three (3) days before the Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior to the Closing Date, then Buyer shall have the right to treat the Property affected by such disapproved estoppel as a Removed Property. In the event that Seller delivers to Buyer an estoppel certificate executed by Seller for any Tenant to the extent permitted herein, and thereafter such Tenant executes and delivers an Estoppel Certificate, then the Estoppel Certificate executed by such Tenant shall replace the estoppel certificate executed by Seller which automatically shall be null and void and be superseded by the Estoppel Certificate delivered by such Tenant. For purposes of this Paragraph, a “ Major Tenant ” shall be any Tenant occupying more than 1,000 square feet in any Real Property.

(f) There shall be no change in the zoning classification or the zoning ordinances or regulations affecting the Property from that existing as of the conclusion of the Due Diligence Period.

(g) As of the Closing Date, neither Seller nor any ground lessor under any Ground Lease (each, a “ Ground Lessor ”) shall have commenced (within the meaning of any Bankruptcy Law) a voluntary case, nor shall there have been commenced against Seller or Ground Lessor an involuntary case, nor shall Seller or any Ground Lessor have consented to the appointment of a Custodian of it or for all or any substantial part of its property, nor shall a court of competent jurisdiction have entered an order or decree under any Bankruptcy Law that is for relief against Seller or any Ground Lessor in an involuntary case or appoint a Custodian of Seller or any Ground Lessor for all or any substantial part of the Property. The term “ Bankruptcy Law ” means Title 11, U.S. Code, or any similar state law for the relief of debtors. The term “ Custodian ” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

(h) There shall not have been a downgrade in any credit rating for GHS’ outstanding bond indebtedness from the credit ratings in effect as of the Effective Date.

(i) There shall have been no material adverse change in the financial condition of Seller or the “Obligated Group” as defined in Seller’s outstanding bond documentation.

(j) Seller shall have cooperated with Buyer in good faith in connection with the preparation and execution of all documents required to close, including without limitation, if applicable, cooperation with respect to Buyer’s financing of the Property and any reasonable requests from Buyer’s prospective lender in connection therewith (e.g., modifications of the mortgagee protection provisions in the Ground Leases, delivery of estoppels and SNDAs, etc.).

(k) Seller shall, at its sole cost and expense, have obtained all governmental approvals of the Surveys for recordation with the Register of Deeds Office for Greenville County, South Carolina (the “ Governmental Approvals ”) and shall have taken all other steps necessary to ensure that each Real Property and each Improvement located on a Ground Lease Property is subdivided in a manner consistent with the terms of this Agreement, sufficient to enable the Title Company to issue the Title Policies and to the mutual reasonable satisfaction of Buyer and Seller (the “ Subdivision Condition ”). From and after the Effective Date, Seller shall in good faith diligently pursue obtaining such Governmental Approvals however if on the Closing Date Seller has not received Governmental Approvals which allow for the Surveys to be recorded in the Register of Deeds Office for Greenville County, South Carolina, Seller may upon written notice to Buyer extend the Closing Date for such reasonable period of time as may be necessary to obtain such Governmental Approvals of the Surveys.

(l) Seller together with The Endowment Fund of the Greenville Hospital System, Inc., has unencumbered, unrestricted cash and cash equivalents in excess of $200,000,000.

(m) At Settlement, Seller shall deliver to Buyer’s Local Counsel for the benefit of Buyer (except in the case of the items in clause (xxiii) which shall be delivered directly to Buyer) duly executed originals of the following:

(i) With respect to the Fee Properties, one (1) special warranty deed in the form attached hereto as Exhibit “L” (the “ Deed ”) duly executed and acknowledged by Seller and in proper form for recording, conveying fee simple absolute title to the Fee Properties to Buyer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character, except the Permitted Exceptions;

(ii) With respect to each Fee Property, two (2) originals of a valid bill of sale for the Personal Property, if any, in the form attached hereto as Exhibit “M” duly executed by Seller.

(iii) With respect to each Ground Lease Property, two (2) originals of the Ground Lease duly executed and acknowledged by Seller, together with a Memorandum of Ground Lease, duly executed and acknowledged and in a proper form for recording;

(iv) With respect to each Ground Lease Property, two (2) originals of a valid Deed and Bill of Sale for the Improvements located on the Ground Lease Properties in the form to be agreed upon prior to the expiration of the Due Diligence Period, duly executed and acknowledged by Seller and in a proper form for recording;

(v) With respect to each Property, two (2) originals of a valid assignment of the Leases in the form attached hereto as Exhibit “N” (the “ Assignment of Leases ”), duly executed and acknowledged, pursuant to which Seller shall assign to Buyer all of Seller’s right, title and interest in and to the Leases and Buyer shall assume the obligations of Seller under the Leases;

(vi) With respect to each Property, two (2) originals of a valid assignment in the form attached hereto as Exhibit “O” (the “ Assignment of Intangibles ”), pursuant to which Seller shall assign to Buyer all of Seller’s right, title and interest in and to the Assigned Contracts, if any, and Buyer shall assume the obligations of Seller under the Assigned Contracts;

(vii) With respect to each Lease, one (1) original letter, in a form attached hereto as Exhibit “P ,” duly executed by Seller, advising each Tenant of the change in ownership of the Property;

(viii) With respect to the Properties, two (2) originals of the Tenant Improvement Agreement governing Seller’s making and financing with Buyer tenant improvements during the first five years of the Space Leases in the form agreed upon prior to the expiration of the Due Diligence Period (the “ Tenant Improvement Agreement ”);

(ix) With respect to each Property, one (1) original certification as to Seller’s non-foreign status which complies with the provisions of Section 1445(b)(2) of the Code, and any revenue procedures or other officially published announcements of the Internal Revenue Service or the U.S. Department of the Treasury in connection therewith in the form attached hereto as Exhibit “Q ”;

(x) To the extent deemed necessary and appropriate by the Buyer and Seller, with respect to each Fee Property and Ground Lease Property located on a hospital campus identified on the attached Exhibit “A ,” one (1) original of the Agreement for Grant of Reciprocal Easements and Establishment of Covenants, Conditions and Restrictions in the form agreed upon prior to the expiration of the Due Diligence Period (which includes, among other things, provisions for parking reasonably adequate to Buyer and Seller) (the “ REAs ”), duly executed and acknowledged by Seller and in a proper form for recording, which allocates the responsibilities and costs related to all exterior services and utilities provided to the related hospital campus;

(xi) With respect to each Fee Property, two (2) originals of the Property Management Agreement in the form agreed upon prior to the expiration of the Due Diligence Period (the “ Fee Property Management Agreements ”) duly executed by Seller, which allocates the responsibilities and costs related to all services and utilities provided to the Improvements located on such Fee Property;

(xii) With respect to each Ground Lease Property, two (2) originals of the Property Management Agreement in the form agreed upon prior to the expiration of the Due Diligence Period (the “ Ground Lease Property Management Agreements ” and together with the Fee Property Management Agreements, the “ PMAs ”) duly executed by Seller, which allocates the responsibilities and costs related to all services and utilities provided to the Improvements located on such Ground Lease Property;

(xiii) Two (2) originals of the Future Development Agreement in the form agreed upon prior to the expiration of the Due Diligence Period (the “ Future Development Agreement ”) duly executed by Seller, which describes the exclusive arrangement between Buyer and Seller with respect to financing certain future development projects;

(xiv) With respect to any Space Lease in which a related entity of GHS, rather than GHS itself, is the tenant, a guaranty of all obligations of such tenant by GHS, in the form agreed upon prior to the expiration of the Due Diligence Period;

(xv) With respect to each Property in which Seller will be a Tenant from and after the Closing Date, two (2) originals of the Space Lease applicable to the portion of such Property that will be leased by Seller;

(xvi) With respect to each Property, one (1) certificate, in the form required by the State in which the Property is located, duly executed by Seller under penalty of perjury, certifying that such Seller is exempt from the requirement to withhold taxes in connection with the sale of its respective Property, or alternatively, such taxes will be withheld and paid to the Title Company for disbursement to the State in which the Property is located, in accordance with laws of the State in which the Property is located;

(xvii) With respect to each Property, a full release, reconveyance or termination of all (i) Pre-Disapproved Exceptions not previously released, reconveyed or terminated and (ii) Defects which Seller agrees to cure pursuant to the terms of this Agreement;

(xviii) With respect to each Property, such other documents and instruments, executed and properly acknowledged (if applicable) by Seller, as Title Company may reasonably require from Seller in order to issue the Title Policy;

(xix) With respect to each Property, one (1) original updated Rent Roll certified by Seller as being true and accurate as of the Closing Date;

(xx) A certificate of tax compliance, if deemed applicable by the Title Company;

(xxi) Any resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller as shall be reasonably required by Buyer, Escrow Agent and/or the Title Company;

(xxii) With respect to the properties owned by Seller which are commonly known as “Hillcrest MOB” and Hillcrest Sleep Lab”, a Right of First Refusal Agreement (the “ ROFR Agreement ”) pursuant to which Seller shall provide Buyer for a period of three years with a right of first refusal to purchase such properties in the event that Seller otherwise intends to sell such properties to a third party (other than as part of a larger sale of the associated hospital campus), subject to the agreement on the other material terms of such ROFR Agreement.

(xxiii) With respect to each Property and to the extent, if any, that the following consents, permits, certificates, licenses and approvals are required, Seller shall have provided evidence that all Certificates of Need (or evidence of exemption from the requirements for any Certificates of Need) as well as all other all governmental or quasi-governmental consents relating to or required for the transfer of the Properties to Buyer have been obtained.

(xxiv) To the extent not previously made available to Buyer, originals of the following instruments (or certified copies if originals are unavailable):

(A) the Leases; and

(B) the Assigned Contracts;

(xxv) All keys, combinations to locks, or security codes at each Property, to the extent in Seller’s possession or control; and

(xxvi) Seller has named Buyer as a loss payee on all property insurance policies issued to Seller that concern the Properties, including without limitation: (1) those in effect as of Settlement (including without limitation Fireman’s Fund Portfolio Policy Number S 60 MXX 808960029 with an inception date of October 1, 2008), and (2) those that would be applicable to claims that are not barred by any applicable statute of limitations (including without limitation Fireman’s Fund Portfolio Policy Number S 60 MXX 80880002 with an inception date of October 1, 2007). Seller has named Buyer as an additional insured on all liability insurance policies issued to Seller that concern the Properties, including without limitation: (1) those in effect as of Settlement (including without limitation Continental Casualty Company Policy Number HMU 2097454451-1 with an inception date of October 1, 2008), and (2) those that would be applicable to claims that are not barred by any applicable statute of limitations. Evidence that Buyer has been named as an additional insured on the Policies shall be evidenced by certificates of insurance issued with respect thereto and loss payee and additional insured endorsements reasonably acceptable to Buyer. Seller will request that the applicable insurers endeavor to provide Buyer with thirty (30) days written notice in the event that any of Seller’s insurance policies are to be cancelled, and in any event, Seller will provide Buyer with thirty (30) days written notice prior to any cancellation, non-renewal or modification of any of Seller’s insurance policies. Buyer shall cooperate with the insurance company(ies) that issued the Policies to the extent reasonably required to add Buyer thereto as an additional insured (e.g., Buyer will sign affidavits regarding its knowledge of any claims applicable thereto). Buyer shall be responsible for the costs, if any, incurred as a result of adding Buyer as an additional insured. The foregoing is intended to provide Buyer with insurance coverage in the event that Buyer is subjected to any claim arising out of the Properties by Seller or attributable to any act or omission of Seller, including, without limitation, the Excluded Liabilities. The provisions of this paragraph shall survive Settlement.

(xxvii) Seller acknowledges that it has been advised that Buyer is a publicly registered company and that as a result, Buyer is required to make certain filings with the Securities and Exchange Commission (the “ SEC Filings ”) that relate to the three most recent pre-acquisition fiscal years (the “ Audited Years ”) for Seller. To assist the Buyer in preparing the SEC filings, Seller agrees to deliver, and it shall be a condition to Settlement that Seller has delivered, GHS’ audited financial statements to Buyer for the Audited Years on or prior to the Closing Date. With respect to GHS and GHR, to Buyer’s knowledge, these statements constitute all of the financial information related to the pre-Settlement period that Buyer will need to be provided from Seller in connection with its SEC Filings. With respect to GHC, in the event that Buyer requires any further financial information prior to Settlement, and Seller is unable or unwilling to provide such financial information, Buyer may treat the Property owned by GHC as a Removed Property. Seller agrees that if after Settlement Buyer is required by the Securities and Exchange Commission to provide any additional financial information regarding any Property in any SEC Filings , Seller will reasonably cooperate with Buyer in connection with the preparation of such information, including providing access to certain information at Seller’s offices; provided, however, that in no event shall Seller be required to provide interim audited financial statements and if Seller has not prepared any of such items in the normal course of Seller’s business, then Seller shall reasonably cooperate with Buyer regarding the creation of such items and Buyer will reimburse Seller for Seller’s reasonable internal and out-of-pocket costs incurred in connection with creating the same. Further, Seller agrees that if Buyer is required by the Securities and Exchange Commission to provide additiona