ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT AND DESIGNATION OF NOMINEES

Exhibit 10.46

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

AND DESIGNATION OF NOMINEES

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT AND DESIGNATION OF NOMINEES is made to be effective as of this 8th day of October, 2010 (this “Assignment and Assumption”) between Xxxxxxxxxx Xxxxxx Capital, Inc., a Florida corporation (“Assignor”), and XX-XX Florida MOB Venture, LLC, a Delaware limited liability company (“Assignee”).

RECITALS

A. Assignor entered into that certain Purchase and Sale Agreement dated as of May 27, 2010, as amended (the “Agreement”) between Assignor and Xxxxxxx X. Xxxx, as successor trustee pursuant to the FMC Land Trust Agreement Number 1001, and not individually, Xxxxx Hialeah Healthsystem, Inc., a Florida corporation, Xxxxx Healthsystem North Shore, Inc., a Florida corporation, Lifemark Hospitals, Inc., a Delaware corporation, Xxxxx Good Samaritan, Inc., a Florida corporation, and Xxxxx St. Mary’s Inc., a Florida corporation, for the acquisition of the property described therein; and

B. Assignor now desires to assign all of its right, title and interest in the Agreement to Assignee.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignment.  Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in the Agreement.

2. Acceptance and Assumption.  Assignee hereby accepts the assignment and assumes and shall perform all of Assignor’s duties as “Buyer” under the Agreement.

3. Designation of Nominees.   In accordance with Section 10.3 of the Agreement, Assignee does hereby designate those certain Nominees to take title to those certain Projects identified in Schedule A attached hereto and made a part hereof.

4. Counterparts.  This Assignment and Assumption may be executed in two or more facsimile counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[Signatures on Next Page]

IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption as of the date first set forth above.

	ASSIGNOR:
	Xxxxxxxxxx Waxman Capital, Inc.
	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	President
	ASSIGNEE:
	XX-XX Florida MOB Venture, LLC
	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	President

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SCHEDULE A

	PROJECT (as more particularly described in the Agreement)		NOMINEE
1	Central Medical Building at Florida Medical Center		XX-XX FMC Central, LLC, a Delaware limited liability company
2	East Medical Building at Florida Medical Center		XX-XX FMC East, LLC, a Delaware limited liability company
3	Oakland Medical Mall at Florida Medical Center		XX-XX FMC Medical Mall, LLC, a Delaware limited liability company
4	North Medical Building at Florida Medical Center		XX-XX FMC North, LLC, a Delaware limited liability company
5	Excess Land at Florida Medical Center		XX-XX FMC Land, LLC, a Delaware limited liability company
6	Hialeah Medical Office Building		XX-XX Hialeah, LLC, a Delaware limited liability company
7	Palmetto Medical Building		XX-XX Palmetto, LLC, a Delaware limited liability company
8	Medical Arts Building at North Shore Medical Center		XX-XX North Shore, LLC, a Delaware limited liability company
9	Xxxxxx Building at Good Samaritan Medical Center		XX-XX Xxxxxx Xxxxxx, LLC, a Delaware limited liability company
10	St. Mary’s Professional Building		ST. Mary’s Professional Center, LLC, a Florida limited liability company

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