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<br />    			MEMORANDUM OF UNDERSTANDING FOR HEALTH SYSTEM PROPERTIES ACQUISITIONS
<br />     			NOW COME Health System Properties, LLC, corporate entity, and Orange County, a political
<br />   		subdivision of the State of North Carolina,together"the Parties", and acknowledge and agree to the
<br />   		following:
<br />			1.   In return for good and valuable consideration,the receipt of which is hereby acknowledged,
<br />     			Health System Properties, LLC, has agreed to pay a sum equal to the 2011 property tax amount
<br />     			on a tract of land, located in Orange County, Chapel Hill, North Carolina, at 1350 Raleigh Road
<br />     			(Orange County Property Identifier#9798-44-1499), which it purchased on May 12, 2005.
<br />			2.  The Parties agree that Health System Properties, LLC, will pay$18,205.73 as a fixed amount on
<br />     			an annual basis, upon receipt of an invoice from the Orange County Tax Collector Office,for the
<br />     			property located in Orange County, Chapel Hill, North Carolina, at 1350 Raleigh Road (Orange
<br />     			County Property Identifier#9798-44-1499).
<br />			3.   The Parties agree that the$18,205.73 shall be distributed annually on a pro rata basis the same
<br />     			as the tax receipts for any other similarly situated property would be distributed.
<br />			4.   Health System Properties, LLC, does not own and did not construct the building located in
<br />     			Orange County, Chapel Hill, North Carolina, at 1350 Raleigh Road (Orange County Property
<br />     			Identifier#9798-44-1499).
<br />			5.  The University of North Carolina Hospitals constructed the building located in Orange County,
<br />     			Chapel Hill, North Carolina, at 1350 Raleigh Road (Orange County Property Identifier#9798-44-
<br />     			1499), and entered into a ground lease with Health System Properties, LLC, effective 1 January
<br />     			2011,for ninety-nine years and six months, for that property.
<br />			6.   The term of this Memorandum of Understanding ("Memorandum") shall coincide with the term
<br />     			of the ground lease referenced in Section 5 above. This Memorandum shall thereafter
<br />     			automatically renew for successive terms of one-year or for the full term of any successive
<br />     			ground lease.
<br />			7.  The Parties hereby agree that Health System Properties, LLC,will not pay any amount, annual or
<br />     			otherwise,for the structures or equipment located in Orange County, Chapel Hill, North
<br />     			Carolina, at 1350 Raleigh Road (Orange County Property Identifier#9798-44-1499).
<br />			8.   The Parties agree that this Memorandum constitutes and expresses the entire agreement and
<br />     			understanding between the Parties concerning the subject matter herein.
<br />   		This the   	day of January 2012.
<br />   		Health System     perties, LLC  				Orange County
<br />   		By:     				"'     			By:
<br />      		William L. Roper,  r  a ant      				Frank Clifton,    unt '     n`wa   r
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