Exhibit 10.67




 





Confidential material appearing in this document
has been omitted and filed separately with the Securities and Exchange Commission in accordance with Rule 24b-2, promulgated under
the Securities and Exchange Act of 1934, as amended. Omitted information has been replaced with asterisks.





 


LEKSELL GAMMA KNIFE PERFEXION


PURCHASED SERVICES AGREEMENT





 


THIS PURCHASED SERVICES
AGREEMENT (“Agreement”) is made and entered into as of the date of the last party to sign below, by and between
GK FINANCING, LLC, a California limited liability company (“GKF”) and PEACEHEALTH, a Washington non-profit
corporation (“PeaceHealth”), doing business through its operating division PEACEHEALTH SACRED HEART MEDICAL
CENTER AT RIVERBEND (“Medical Center”), with reference to the following facts:


 


R E C I T A L S


 


WHEREAS, PeaceHealth
currently operates a Gamma Knife at another of its Oregon facilities; and


 


WHEREAS, PeaceHealth
administrators do not consider the current Gamma Knife center financially viable; and


 


WHEREAS, the current
Gamma Knife equipment requires expensive upkeep to remain functional, and is outmoded in comparison to more recently developed
technology; and


 


WHEREAS, PeaceHealth
administrators and GKF have determined through financial and community need analysis that a newer, more clinically flexible Gamma
Knife, located at Medical Center, could reasonably be expected to serve a broader cohort of patients, enhancing quality of care
and financial viability; and


 


WHEREAS, without access
to additional resources, PeaceHealth would not be able to purchase or otherwise obtain access to newer, more flexible equipment,
so that the quality of care available to the community could be adversely affected; and


 


WHEREAS, GKF is willing
provide additional resources to PeaceHealth according to the terms and conditions of this Agreement, and thereby join with Medical
Center to ensure that the community has access to updated, more flexible Gamma Knife services by providing Medical Center with
the right to use a Leksell Gamma Knife® Perfexion (the “Equipment”),
manufactured by Elekta Instruments, Inc., a Georgia corporation ("Elekta"); and


 






    	 



    	 



    

 


WHEREAS, Medical Center
is willing to transfer ownership of its current Leksell Gamma Knife® Model
4C unit, serial number 4366 (the “Model 4C”) to GKF for * free and clear of any and all liens, encumbrances or debt
obligations, and to join with GKF according to the terms and conditions of this Agreement to furnish Gamma Knife services to the
people of the community.


 


A G R E E M E N T


 


NOW, THEREFORE,
in consideration of the above recitals, which are hereby made a part of this Agreement, and of the mutual covenants, conditions
and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.Right to Use
the Equipment. Subject to and in accordance with the covenants and conditions set forth in this Agreement, GKF hereby grants
the right to use the Equipment to Medical Center, and Medical Center hereby accepts the right to use the Equipment from GKF. The
Equipment to be placed at the Medical Center pursuant to this Agreement shall include the Gamma Knife technology as specified in
Exhibit 1, including all hardware and software related thereto.


 


2.LGK Agreement.
Simultaneously with the execution of this Agreement, Medical Center and Elekta shall enter into that certain Leksell Gamma Knife®
End User Agreement pertaining to the Equipment (the “LGK Agreement”). Medical Center shall perform, satisfy and fulfill
all of its obligations arising under the LGK Agreement when and as required thereunder. Medical Center acknowledges that GKF is
a third party beneficiary of the LGK Agreement and, in that capacity, GKF shall be entitled to enforce Medical Center’s performance,
satisfaction and fulfillment of its obligations thereunder.


 


3.Term of the
Agreement. The initial term (“Initial Term”) of this Agreement shall commence as of the date hereof and, unless
earlier terminated or extended (“Renewal Term”; Initial Term and Renewal Term may be referred to collectively as the
“Term”) in accordance with the provisions of this Agreement, shall continue for a period of ten (10) years following
the date of the performance of the first clinical Procedure (as defined in Section 8 below) performed on the Equipment (the “First
Procedure Date”) at the Site (as defined in Section 5.1).  The parties agree to amend this Agreement to memorialize
the First Procedure Date upon the performance of the first clinical Procedure performed on the Equipment. Medical Center’s
obligation to make the “Purchased Services Payments” to GKF for the Equipment described in Section 8 below shall commence
as of the First Procedure Date.


 


4.User License.
Medical Center shall apply for and use its reasonable efforts to obtain in a timely manner a User License from the Nuclear Regulatory
Commission and, if necessary, from the applicable state agency authorizing it to take possession of and maintain the Cobalt supply
required in connection with the use of the Equipment during any Term of this Agreement. Medical Center also shall apply for and
use its reasonable efforts to obtain in a timely manner all other licenses, permits, approvals, consents and authorizations which
may be required by state or local governmental or other regulatory agencies for the development, construction and preparation of
the Site, the charging of the Equipment with its Cobalt supply, the conduct of acceptance tests with respect to the Equipment,
and the use of the Equipment during the Term, as more fully set forth in Article 2.1 of the LGK Agreement. GKF shall provide assistance
to the Medical Center as reasonably requested in applying for and for obtaining all such licenses, permits, approvals, consents
or authorizations. If the applicable regulatory authorities affirmatively decline to issue a required license, permit, approval,
consent or authorization notwithstanding Medical Center’s best efforts to obtain the same, all parties shall be released
from further performance or any obligations or duties arising under this Agreement.


 






    	 



    	 



    

 


5.Delivery of
Equipment; Site.


 


5.1GKF shall coordinate
with Elekta and Medical Center to have the Equipment delivered to Medical Center at the site, as described in Exhibit 5.1 of this
Agreement (the “Site”), which delivery is anticipated to be on or before September 30, 2014,
subject to all approvals and User Licenses having been obtained by Medical Center. GKF makes no representations or warranties,
and assumes no responsibility or liability, concerning delivery of the Equipment to the Site or the actual date thereof. Medical
Center shall bear no risk of loss prior to actual delivery of Equipment to the Site.


 


5.2Medical Center
shall provide access to the Site for the Equipment. Medical Center at its cost and expense shall prepare the Site for the
Equipment in accordance with Elekta’s guidelines, specifications, technical instructions and site planning criteria (collectively
the “Site Planning Criteria”). The location of the Site has been agreed upon by Medical Center and GKF as described
in Exhibit 5.1 of this Agreement.


 


 6. Site Preparation and Installation of Equipment.




 


6.1Medical Center,
at its cost, expense and risk, shall prepare all plans and specifications required to construct and improve the Site for the installation,
use and operation of the Equipment during the Term. The plans and specifications shall comply in all respects with the Site Planning
Criteria and with all applicable federal, state and local laws, rules and regulations. All plans and specifications prepared by
or on behalf of Medical Center (and all material changes thereto following approval by GKF and Elekta) shall be subject to the
written approval of GKF and Elekta prior to commencement of construction at the Site. Medical Center shall provide GKF and Elekta
with a reasonable period of time for the review and consideration of all plans and specifications following the submission thereof
for approval (and GKF and Elekta shall not unreasonably withhold or delay its approval). Following approval of the plans and specifications
by GKF and Elekta, Medical Center, at its cost and expense, shall obtain all permits, certifications, approvals or authorizations
required by applicable federal, state or local laws, rules or regulations necessary to construct and improve the Site for the installation,
use and operation of the Equipment.


 






    	 



    	 



    

 


6.2Based upon the
plans and specifications approved by GKF and Elekta, Medical Center, at its cost, expense and risk, shall prepare, construct and
improve the Site as necessary for the installation, use and operation of the Equipment during the Term, including, without limitation,
providing all temporary or permanent shielding required for the charging of the Equipment with the Cobalt supply and for its subsequent
use, selecting and constructing a proper foundation for the Equipment and the temporary or permanent shielding, aligning the Site
for the Equipment, and installing all electrical systems and other wiring required for the Equipment. In connection with the construction
of the Site, Medical Center, at its cost and expense, shall select, purchase and install all radiation monitoring equipment, devices,
safety circuits and radiation warning signs required, if any, at the Site in connection with the use and operation of the Equipment,
all in accordance with applicable federal, state and local laws, rules, regulations or custom.


 


6.3Medical Center,
at its cost, expense and risk, shall be responsible for the installation of the Equipment at the Site, including the positioning
of the Equipment on its foundation at the Site in compliance with the Site Planning Criteria.


 


6.4Medical Center
warrants that upon completion of preparation, construction, and improvement of the Site including the positioning of the Equipment
on its foundation at the Site and installation of the Equipment, (a) the Site shall comply in all material respects with the Site
Planning Criteria and all applicable federal, state and local laws, rules and regulations, and (b) with respect to those portions
of the Site that are not addressed by the Site Planning Criteria, the Site shall be safe and suitable for the ongoing use and operation
of the Equipment during the Term.


 


6.5In accordance
with the schedule determined by GKF and/or Elekta, Medical Center, at its cost, expense and risk, shall be responsible for the
appropriate de-installation of the Model 4C, including the rigging in and out of (i) the Model 4C, and (ii) cobalt loading machine,
and the loading of the Model 4C onto the truck furnished by Elekta at the Site. Notwithstanding the above, GKF, at GKF’s
expense, shall be responsible for providing a cobalt loading machine that will unload and dispose the Model 4C’s cobalt (loading
machine to be rigged in and out by the Medical Center). Effective upon the loading of the Model 4C onto the truck furnished by
Elekta at the Site, and for a purchase price of *, Medical Center shall sell, assign, transfer and convey to GKF (or to Elekta,
if designated by GKF), and GKF (or Elekta, if designated by GKF) shall purchase and acquire the Model 4C from Medical Center, free
and clear of all liens, encumbrances and adverse claims. In furtherance of the foregoing, concurrently with the execution of this
Agreement, Medical Center shall deliver to GKF a duly executed bill of sale in substantially the form set forth on Exhibit A attached
hereto. Medical Center shall be responsible for any sales and use taxes levied by any state or political subdivision thereof which
may become due and owing by reason of the sale of the Model 4C. It is acknowledged by the parties that GKF intends to trade in
the Model 4C to Elekta for credit towards GKF's purchase of the Equipment, and that the trade in credit pertaining to the Model
4C has been factored by GKF into the calculation of the Purchased Services Payment set forth herein. Neither GKF nor Elekta shall
bear any risk of loss prior to the loading of the Model 4C onto the truck furnished by Elekta at the Site.


 






    	 



    	 



    

 


6.6Medical Center
shall use its reasonable efforts to satisfy its obligations under this Section 6 in a timely manner. Medical Center shall keep
GKF informed on a regular basis of its progress in the design of the Site, the preparation of plans and specifications, the construction
and improvement of the Site, and the satisfaction of its other obligations under this Section 6. In all events, Medical Center
shall complete all construction and improvement of the Site required for the installation, positioning and testing of the Equipment
on or prior to the delivery date described in Section 5.1 above. During the Term, Medical Center, at its cost and expense, shall
maintain the Site in a good working order, condition and repair, reasonable wear and tear excepted.


 


7.Marketing
Support.


 


7.1Within ninety
(90) days of acceptance of the Equipment and the commencement of each succeeding twelve (12) month period during the Term, GKF
and Medical Center shall jointly develop an annual marketing plan, budget and timeline for the clinical service to be supported
by the Equipment for the succeeding twelve (12) month period of the Term (the "Plan"), which Plan shall be implemented
by Medical Center based on the approved budget and timeline. The Plan shall require the approval of both GKF and Medical Center;
however, neither party’s approval of such Plan shall be unreasonably withheld or delayed. As
funds are expended by Medical Center in accordance with the Plan, Medical Center shall submit to GKF invoices for its marketing
expenses paid to unrelated third parties that are included in the Plan and promptly following the receipt of such invoices, GKF
shall reimburse Medical Center for * of approved expenditures. Medical Center shall make available upon request invoices (together
with documentary evidence supporting the invoices) for marketing expenditures paid to unrelated third parties that are included
in the Plan. The annual average marketing budget will not exceed * in the aggregate during the Term of this Agreement.


 


7.2The Gamma Knife
program at Medical Center (the “Program”) shall be named the PeaceHealth Sacred Heart Medical Center at RiverBend Gamma
Knife Center of the Oregon Neuroscience Institute. All signage at the Gamma Knife center and all communications to the public regarding
the Program shall identify the Program as being a Medical Center service, as required by applicable federal billing and reimbursement
guidelines. The cost of the signage shall be treated as a shared marketing expense under Section 7.1 above. Without limiting Section
7.1 above, Medical Center shall use commercially reasonable and industry standard efforts to promote the Program and to encourage
the use thereof by the public and medical community.


 






    	 



    	 



    

 


8Purchased Services Payments.


 


8.1The parties have
negotiated this Agreement at arm’s length based upon reasonable and jointly derived assumptions regarding the capacity for
clinical services available from the Equipment, Medical Center’s capabilities in providing high quality radiation oncology
services, market dynamics, GKF’s risk in providing the Equipment, and the provision to GKF of a reasonable rate of return
on its investment in support of the Equipment. Based thereon, the Parties believe that the “Purchased Services Payments”
as defined below represent fair market value for the use of the Equipment, service, maintenance, insurance and personal property
tax and marketing expenses related to the Equipment, cobalt unloading assistance, as well as other services to be provided by GKF
to Medical Center hereunder. Medical Center undertakes no obligation to perform any minimum number of procedures on the Equipment,
and the use of the Equipment for the performance of procedures is wholly based upon the independent judgment of physicians who
order such procedures to meet the medical needs of their patients.


 


8.2In consideration
for and as compensation to GKF for use of the Equipment and other services rendered pursuant to this Agreement, Medical Center
shall pay GKF, on a monthly basis, the applicable “Purchased Services Payments” (as defined below) for each “Procedure”
that is performed by Medical Center, whether on an inpatient or outpatient basis, and irrespective of whether the Procedure is
performed on the Equipment or using any other equipment or devices. As used in this Agreement:


 


(a)“Purchased
Services Payments” shall be equal to the applicable percentage (%) (Set forth in Schedule 1 of this Agreement)
of the “Gross Technical Component Collections” for the applicable period relating to each Procedure performed using
the Equipment and/or any other equipment or devices at the Site during the Term of this Agreement.


 


(b) "Gross
Technical Component Collections" means *. Subject to all applicable legal
requirements, Medical Center agrees that it will utilize best efforts to maximize third party reimbursement for the Program
and revenues from the Program; provided, however,
that GKF acknowledges and agrees that Medical Center shall perform Procedures as medically indicated on patients who qualify
under Medical Center’s guidelines for free or reduced cost care, regardless of such patients’ ability to pay.


 


(c) "Procedure"
means any treatment that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, that
may include one or more isocenters during the patient treatment session, delivered to any site(s) as medically indicated and consistent
with appropriate utilization parameters of the Equipment.


 






    	 



    	 



    

 


8.3Within thirty
(30) days after the last day of each month (or portion thereof) during
the Term of this Agreement, (a) Medical Center shall inform GKF in writing as to (i) the number of Procedures performed during
that month utilizing the Equipment (and, if applicable, any other equipment or devices); and (ii) the Gross Technical Component
Collections during that month. Medical Center certifies that all claims submitted for reimbursement to the appropriate payors
shall be in accordance with its standard billing and collection policies and procedures which provide that claims shall be submitted
within thirty (30) days of (i) each outpatient Procedure and (ii) discharge for each
inpatient Procedure. If no Gross Technical Component Collections are received during any month, then, no Purchased Services
Payments shall be owing by Medical Center to GKF for that month.


 


8.4During the Term
of this Agreement, Medical Center shall, by the twenty-fifth (25th) day of each month, remit GKF’s aggregate Purchased Services
Payment, for the immediately preceding month, and, for a period of eighteen (18) months following the termination or expiration
of this Agreement (the "Collections Run-Out Period"), Medical Center shall, by the twenty-fifth (25th) day of each such
month, continue to remit GKF’s aggregate Purchased Services Payment pertaining to Gross Technical Component Collections
received during the Collections Run-Out Period. All or any portion of any Purchased
Services Payment which are not paid in full within forty-five (45) days after its due date shall bear interest at the rate of
one and one-half percent (1.50%) per month (or the maximum monthly interest rate permitted to be charged by law between an unrelated,
commercial borrower and lender, if less) until the unpaid Purchased Services Payment, together with all accrued interest thereon
are paid in full. GKF will accept payment from Medical Center in the following forms: check and electronic funds transfer.
If GKF shall at any time accept any Purchased Services Payment from Medical Center after it shall become due, such acceptance
shall not constitute or be construed as a waiver of any or all of GKF’s rights under this Agreement, including the rights
of GKF set forth in Section 19 hereof.


 


8.5Within
thirty (30) days after the close of each month, Medical Center shall provide GKF with a written report, in a format mutually agreed
upon by the parties, indicating the status of billings and collections for each Procedure performed during that month using the
Equipment and/or any other equipment or devices, including, without limitation, the amount of the claim submitted and the amount
received for each such Procedure provided, however, Medical Center shall not identify the patient or payor.


 


8.6
Inspection of Records and Record Retention. Throughout the Term, and thereafter until final settlement
of all amounts owed to or claimed by either party under this Agreement, each party, at its own expense, shall have the right upon
request and from time-to-time, not more than once annually, to inspect, audit and copy the other party's books and records which
relate to the accounting for and calculation of Gross Technical Component Collections; provided that any patient names or identifiers
shall not be disclosed. GKF acknowledges that Medical Center's managed care contracts may contain confidentiality provisions that
prohibit Medical Center from disclosing payment rates to GKF. Accordingly, Medical Center agrees to provide payment rates to GKF’s
designated auditing firm for purposes of auditing and monitoring the Purchase Services Payments and other obligations contemplated
by the parties under this Agreement. GKF’s designated auditing firm shall agree to (i) only use the payment rate information
in connection with this Agreement, and (ii) disclose to GKF the minimum amount information regarding payment rates as necessary
for GKF to audit and monitor the Purchased Services Payments and other obligations contemplated by the parties under this Agreement;
provided, however, GKF's auditing firm shall in no case share Medical Center's payment rates with GKF.


 






    	 



    	 



    

 


8.7Reimbursement
Rate for Gamma Knife Procedures. Medical Center shall use commercially reasonable efforts to renegotiate Medical Center's existing
managed care contracts to include coverage for stereotactic radiosurgery services utilizing the Equipment to be provided through
the Program, and to include in new managed care contracts provisions covering such services


 


8.8Survival.
The provisions of this Section 8 shall survive the termination or expiration of this Agreement.


 


9.Use of the
Equipment.


 


9.1The Equipment
shall be used by Medical Center only at the Site and shall not be removed therefrom. Medical Center shall use the Equipment only
in the regular and ordinary course of Medical Center’s business operations and only within the capacity of the Equipment
as determined by Elekta’s specifications. Medical Center shall not use nor permit the Equipment to be used in any manner
nor for any purpose which, in the opinion of Elekta or GKF, the Equipment is not designed or reasonably suitable.


 


9.2Notwithstanding
anything to the contrary contained in this Agreement, this is an agreement of purchasing a service only. Nothing herein shall be
construed as conveying to Medical Center any right, title or interest in or to the Equipment, except for the express right to use
the Equipment granted herein to Medical Center during the Term. All Equipment shall remain personal property (even though said
Equipment may hereafter become attached or affixed to real property) and the title thereto shall at all times remain exclusively
in GKF.


 


9.3During the Term,
upon the request of GKF, Medical Center shall promptly affix to the Equipment an identifying label supplied by GKF indicating GKF’s
ownership of the Equipment, and shall keep the same affixed for the entire Term. Medical Center hereby authorizes GKF or its Lender
(as defined in Section 14), as the case may be, to cause this Agreement or any statement or other instrument showing the interest
of GKF in the Equipment to be filed or recorded, or refiled or re-recorded, with all governmental agencies considered appropriate
by GKF. Without limiting the generality foregoing, Medical Center hereby authorizes GKF or its Lender to execute and file any statement
or instrument, including a UCC-1 financing statement(s), for the purpose of evidencing GKF’s and/or such Lender’s,
as the case may be, interest in the Equipment. Medical Center also shall promptly execute and deliver, or cause to be executed
and delivered other relevant statements, agreements, waivers and other documents with respect to GKF’s and its Lender’s
rights in the Equipment for the Term of the Agreement.


 






    	 



    	 



    

 


9.4At Medical Center's
cost and expense, Medical Center shall (a) protect and defend GKF’s ownership of and title to the Equipment from and against
all persons claiming against or through Medical Center, (b) at all times keep the Equipment free from any and all liens, encumbrances,
attachments, levies, executions, burdens, charges or legal processes imposed against Medical Center, (c) give GKF immediate written
notice of any matter described in clause (b), and (d) in the manner described in Section 21 below indemnify GKF harmless from and
against any loss, cost or expense (including reasonable attorneys’ fees) with respect to any of the foregoing.


 


10.Additional
Covenants of Medical Center. In addition to the other covenants of Medical Center contained in this Agreement, Medical Center
shall, at its cost and expense:


 


10.1Provide properly
trained professional, technical and support personnel and supplies required for the proper performance of Gamma Knife procedures
utilizing the Equipment. In this regard, Medical Center shall maintain on staff at least two (2) neurosurgeons, two (2) radiation
oncologists and (1) physicist to operate the Equipment. The Gamma Knife shall be available for use by all credentialed neurosurgeons,
radiation oncologists and physicists.


 


10.2Direct, supervise
and administer the provision of all services relating to the performance of Procedures
utilizing the Equipment in accordance with all applicable laws, rules and regulations.


 


10.3Provide reasonable
and customary marketing materials (i.e. brochures, announcements, etc.) together with administrative and physician support (e.g.,
seminars for physicians by neurosurgeons and radiation therapists, in accordance with Medical Center’s policies and procedures,
etc.) for the Equipment to be operated by the Medical Center. The obligation to provide marketing materials and administration
and physician support shall be included in, and not in addition to, the annual marketing budget referenced in Section 7 above.


 






    	 



    	 



    

 


10.4Keep and maintain
the Equipment and the Site fully protected, secure and free from unauthorized access or use by any person to the extent that Medical
Center provides security for its other radiation oncology services.


 


10.5Operate a fully
functional radiation therapy department at the Site or Affiliate site which shall include the Equipment.


 


11.Additional
Covenants of GKF. In addition to the other covenants of GKF contained in this Agreement, GKF, at its cost and expense, shall:


 


11.1Use its best
efforts to require Elekta to meets its contractual obligations to GKF and Medical Center upon delivery of the Equipment and put
the Equipment, as soon as reasonably possible, into good, safe and serviceable condition and fit for its intended use in accordance
with the manufacturer’s specifications, guidelines and field modification instructions.


 


11.2Cause Medical
Center to enjoy the use of the Equipment, free of the rights of any other persons except for those rights reserved by GKF or granted
to Elekta under the LGK Agreement.


 


11.3Pay the tuition
costs for up to ten (10) Perfexion training slots for physicians and physicists who will be using the Equipment. Travel and entertainment
associated with training shall not be the responsibility of GKF.


 


11.4To the extent
GKF personnel may, during the performance of their obligations under this Agreement, be exposed to or otherwise access Protected
Health Information, as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and regulations
promulgated thereunder, codified at 45 C.F.R §§ 160 – 164, GKF agrees to ensure that GKF personnel who furnish
services at Medical Center are trained as appropriate and comply with all privacy and security provisions of HIPAA and similar
state and federal laws. GKF agrees to indemnify and hold harmless Medical Center for any breach of this Section 11.4, which shall
survive the termination of this Agreement. Medical Center shall not disclose any Protected Health Information (and shall de-identify
any Protected Health Information prior to its disclosure) to GKF or any of its personnel.


 


11.5Provide suggested
marketing materials for the Gamma Knife, including content for web pages, that GKF has found to be effective in other areas.


 


12.Maintenance
of Equipment; Damage or Destruction of Equipment.


 


12.1During the Term
and except as otherwise provided in this Agreement, GKF, at its cost and expense, shall (a) maintain the Equipment in good operating
condition and repair, reasonable wear and tear excepted. Medical Center shall promptly notify GKF in the event of any damage or
destruction to the Equipment or of any required maintenance or repairs to the Equipment, regardless of whether such repairs or
maintenance are covered or not covered by the Service Agreement.


 






    	 



    	 



    

 


12.2GKF and Elekta
shall have the right to access the Equipment for the purpose of inspection and the performance of repairs at all reasonable times,
upon reasonable advance notice and with a minimum of interference or disruptions to Medical Center’s regular business operations.


 


12.3Medical Center
shall be liable for, and in the manner described in Section 21 below shall indemnify GKF from and against, any damage to or destruction
of the Equipment caused by the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical
Center’s officers, employees, agents, contractors and physicians. In the event the Equipment is damaged as a result
of the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical Center’s officers,
employees, agents, contractors and/or physicians, to the extent such damage is not covered by warranties or insurance, GKF may
service or repair the Equipment as needed and the cost thereof shall be paid by Medical Center to GKF immediately upon written
request together with interest thereon at the rate of one percent (1%) per month (or the maximum monthly interest rate permitted
to be charged by law between an unrelated, commercial borrower and lender, if less) and reasonable attorneys’ fees and costs
incurred by GKF in collecting such amount from Medical Center. Any work so performed by GKF shall not deprive GKF of any of its
rights, remedies or actions against Medical Center for such damages.


 


12.4If the Equipment
is rendered unusable as a result of any physical damage to or destruction of the Equipment, Medical Center shall give GKF written
notice thereof. GKF shall determine, within thirty (30) days after it is given written notice of such damage or destruction, whether
the Equipment can be repaired. In the event GKF determines that the Equipment cannot be repaired (a) subject to Section 12.3 above,
GKF, at its cost and expense, shall replace the Equipment as soon as reasonably possible taking into account the availability of
replacement equipment from Elekta, Elekta’s other then existing orders for equipment, and the then existing limitations on
Elekta’s manufacturing capabilities, (b) the Term of this Agreement shall be extended for the period of time the Equipment
is unusable, and (c) this Agreement shall continue in full force and effect as though such damage or destruction had not occurred.
In the event GKF determines that the Equipment can be repaired, GKF shall cause the Equipment to be repaired as soon as reasonably
possible thereafter. Medical Center shall fully cooperate with GKF to effect the replacement of the Equipment or the repair of
the Equipment (including, without limitation, providing full access to the Site) following the damage or destruction thereof.


 






    	 



    	 



    

 


13.Alterations
and Upgrades to Equipment.


 


13.1Medical Center
shall not make any modifications, alterations or additions to the Equipment (other than normal operating accessories or controls)
without the prior written consent of GKF. Medical Center shall not, and shall not permit any person other than representatives
of Elekta or any other person authorized by GKF to, effect any inspection, adjustment, preventative or remedial maintenance, or
repair to the Equipment without the prior written consent of GKF. All modifications, alterations, additions, accessories or operating
controls incorporated in or affixed to the Equipment (herein collectively called “additions” and included in the definition
of “Equipment”) shall become the property of the GKF upon termination of this Agreement.


 


13.2The necessity
and financial responsibility for modifications, additions or upgrades to the Equipment, including the reloading of the Cobalt-60
source, shall be mutually agreed upon by GKF and Medical Center. If (a) GKF and Medical Center agree to reload the Cobalt-60 source
(i.e., on or around the 75th month of the Term), then, notwithstanding any provisions to the contrary herein,
the Initial Term shall be automatically extended for an additional three (3) years. The necessity for modifications, additions
or upgrades to the Equipment, including the reloading of the Cobalt-60 source, shall be as mutually agreed upon by GKF and Medical
Center, and the financial responsibility for such modifications, additions and upgrades (excluding repairs, which pursuant to Section
12.1 and subject to Section 12.3, are GKF’s and Medical Center’s responsibility, respectively) shall be paid equally
by GKF and Medical Center.


 


14.Financing
of Equipment by GKF. GKF, in its sole discretion, may finance the Equipment. If GKF finances the Equipment, GKF may be required
to grant the lender, lessor or other financing entity (the “Lender”) a security interest in the Equipment as collateral
for the loan, and Lender may file a UCC-1 financing statement(s) to perfect its security interest in the Equipment. In addition,
if GKF finances the Equipment, title to the Equipment may remain with Lender until the financing term ends or GKF exercises its
buy-out option, if any, under the financing. If required by the Lender, GKF may also be required to assign its interest under this
Agreement as security for the financing described above. Medical Center's interest under this Agreement shall be subordinate to
the interests of the Lender, which Medical Center shall promptly confirm in writing on Lender's form, if requested by GKF.


 


15.Taxes.
GKF shall pay all sales or use taxes imposed or assessed in connection with the use or purchase of the Equipment and all
personal property taxes imposed, levied or assessed on the ownership and possession of the Equipment during the Term. Unless Medical
Center provides GKF with a tax exemption certificate, all other taxes, assessments, licenses or other charges imposed, levied or
assessed on the Equipment during the Term for which Medical Center is not expressly exempt, shall be paid by Medical Center before
the same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against GKF or Medical Center;
provided, however, Medical Center shall not be required to pay any federal, state or local income, franchise, corporation or excise
taxes imposed upon GKF's net income realized from the Purchased Services Payments of the Equipment. In case of a failure by either
party to pay any taxes, assessments, licenses or other charges when and as required under this Section, the other party may pay
all or any part of such taxes, in which event the amount paid by such paying party shall be immediately payable to the paying party
upon written request together with interest thereon at the rate of at the rate of one percent (1%) per month (or the maximum monthly
interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less).


 






    	 



    	 



    

 


16.No Warranties
by GKF. Medical Center warrants that as of the First Procedure Date, it shall have (a) thoroughly inspected the Equipment
to the best of their knowledge, (b) determined that to the best of its knowledge the Equipment is consistent with the size, design,
capacity and manufacture selected by it, and (c) satisfied itself that to the best of its knowledge the Equipment is suitable
for Medical Center intended purposes and is good working order, condition and repair. GKF
will work with Medical Center in good faith to remedy any problems identified in writing by Medical Center during Medical Center's
inspection. GKF SUPPLIES THE EQUIPMENT UNDER THIS AGREEMENT IN ITS “AS IS” CONDITION. GKF, NOT BEING THE MANUFACTURER
OF THE EQUIPMENT OR THE MANUFACTURER’S AGENT, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, AS TO THE
EQUIPMENT’S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONDITION, DURABILITY, CAPACITY, MATERIAL
OR WORKMANSHIP OR AS TO PATENT INFRINGEMENT OR THE LIKE. As between GKF and Medical Center, Medical Center shall bear all risks
with respect to the foregoing warranties. Notwithstanding the foregoing, GKF shall use its commercially reasonable efforts as
set forth below in this Section to ensure that all benefits under the manufacturer’s warranty shall run to the Medical Center.
GKF shall not be liable for any direct, indirect and consequential losses or damages suffered by Medical Center or by any other
person, and Medical Center expressly waives any right to hold GKF liable hereunder for, any claims, demands and liabilities arising
out of or in connection with the design, manufacture, possession or operation of the Equipment, including,
without limitation, injury to persons or property resulting from the failure of, defective or faulty design,
operation, condition, suitability or use of the Equipment.
All warranty or other similar claims with respect to the Equipment shall be made by Medical Center solely and exclusively
against Elekta and any other manufacturers or suppliers, but shall in no event be asserted against GKF. In this regard and with
prior written approval of GKF, Medical Center may, in GKF’s name, but at Medical Center’s sole cost and expense, enforce
all warranties, agreements or representations, if any, which may have been made by Elekta or manufacturers, suppliers or other
third parties regarding the Equipment to GKF or Medical Center. GKF shall not be responsible for the delivery or operation of
the Equipment or for any delay or inadequacy of either or both of the foregoing.


 






    	 



    	 



    

 


17.Termination
for Economic Justification. If, following the initial twenty four (24) months after the First Procedure Date and following
each subsequent twelve (12) month period thereafter during the Term, based upon the utilization of the Equipment and other factors
considered relevant by GKF in the exercise of its reasonable discretion, within a reasonable period of time after GKF’s
written request, Medical Center does not provide GKF with a reasonable economic justification to continue this Agreement and the
utilization of the Equipment at the Medical Center, then and in that event, GKF shall have the option to terminate this Agreement
by giving a written notice thereof to Medical Center not less than one hundred eighty (180) days prior to the effective date of
the termination designated in GKF’s written notice. Without limiting the generality of the foregoing, for purposes of this
Section, “reasonable economic justification to continue this Agreement” shall not be deemed to exist (and GKF shall
have the option to terminate this Agreement) if, during the twelve (12) month period immediately preceding the issuance of GKF’s
written notice of termination, the “Net Cash Flow” is negative. As used herein, “Net Cash Flow” shall mean,
for the applicable period, (a) the aggregate Purchased Services Payments actually received by GKF during such period, minus (b)
the sum of the aggregate (i) debt service on the Equipment, (ii) maintenance expenses, (iii) marketing support, and (iv) Equipment-related
personal property taxes and insurance during such period.


 


18.Options to
Extend Agreement. As of the end of the Initial Term, Medical Center shall have the option either to:


 


18.1Extend the Term
of this Agreement for a specified period of time and upon such other terms and conditions as may be agreed upon by GKF and Medical
Center;


 


18.2Terminate this
Agreement as of the expiration of the Initial Term. Upon the expiration of the Initial Term and within a reasonable time thereafter,
GKF, at its cost and expense, may enter upon the Site under Medical Center supervision and remove the Equipment.


 


18.3Medical Center
shall exercise one (1) of the two (2) options referred to above by giving an irrevocable written notice thereof to GKF at least
one (1) year prior to the expiration of the Initial Term. Any such notice shall be sufficient if it states in substance that Medical
Center elects to exercise its option and states which of the two (2) options referred to above Medical Center is exercising. If
Medical Center fails to exercise the option granted herein at least one (1) year prior to the expiration of the Initial Term, the
option shall lapse and this Agreement shall expire as of the end of the Initial Term. Further, if Medical Center exercises the
option specified in Section 18.1 above and the parties are unable to mutually agree upon the length of the extension of the Initial
Term or any other terms or conditions applicable to such extension prior to the expiration of the Initial Term, this Agreement
shall expire as of the end of the Initial Term.


 






    	 



    	 



    

 


19.Events of
Default and Remedies.


 


19.1Medical Center
Event of Default. The occurrence of any one of the following shall constitute a Medical Center event of default under this Agreement
(a “Medical Center Event of Default”):


 


19.1.1Medical Center
fails to pay any Purchased Services Payment when due pursuant to Paragraph 8 above and such failure continues for a period of thirty
(30) days after written notice thereof is given by GKF or its assignee to Medical Center; however, if Medical Center cures
the Purchased Services Payment default within the applicable thirty (30) day period, such default shall not constitute an Event
of Default.


 


19.1.2Medical Center
attempts to remove, sell, transfer, encumber, assign, sublet or part with possession of the Equipment or any items thereof, except
as expressly permitted herein.


 


19.1.3Medical Center
fails to observe or perform any of its covenants, duties or obligations arising under this Agreement or the LGK Agreement and such
failure continues for a period of thirty (30) days after written notice thereof by GKF to Medical Center; however, if Medical Center
cures the default within the applicable thirty (30) day period or if the default reasonably requires more than thirty (30) days
to cure, Medical Center commences to cure the default during the initial thirty (30) day period and Medical Center diligently completes
the cure within sixty (60) days following the end of the thirty (30) day period, such default shall not constitute a Medical Center
Event of Default; provided that the foregoing cure periods shall not apply to a Medical Center Event of Default under Subsections
19.1.1 or 19.1.2.


 


19.1.4 Medical
Center ceases doing business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability
to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files
a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement
under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed
against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or
of all or any substantial part of its assets or properties, or it or its shareholders shall take any action looking to its dissolution
or liquidation.


 


19.1.5Within sixty
(60) days after the commencement of any proceedings against Medical Center seeking reorganization, arrangement, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed,
or if within thirty (30) days after the appointment without Medical Center consent or acquiescence of any trustee, receiver or
liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated.


 






    	 



    	 



    

 


19.1.6Medical Center
is suspended or terminated from participation in the Medicare program.


 


19.2GKF Event
of Default. The occurrence of any one of the following shall constitute a GKF event of default under this Agreement (a “GKF
Event of Default”):


 


19.2.1GKF causes
Medical Center’s quiet enjoyment and use of the Equipment pursuant to this Agreement to be materially interfered with (other
than by reason of a Medical Center Event of Default or in connection with servicing, maintenance or repairs as contemplated in
this Agreement), and GKF fails to cure such default within thirty (30) days after written notice thereof is given by Medical Center
or its assignee to GKF; however, if GKF cures such default within the applicable thirty (30) day period, such default shall not
constitute an GKF Event of Default.


 


19.2.2GKF fails
to pay or reimburse Medical Center for any monies payable by GKF to Medical Center pursuant to this Agreement and such failure
continues for a period of thirty (30) days after written notice thereof is given by Medical Center or its assignee to GKF; however,
if GKF cures the default within the applicable thirty (30) day period, such default shall not constitute a GKF Event of Default.


 


19.2.3GKF fails
to observe or perform any of its covenants, duties or obligations arising under this Agreement and such failure continues for a
period of thirty (30) days after written notice thereof by Medical Center to GKF; however, if GKF cures the default within the
applicable thirty (30) day period or if the default reasonably requires more than thirty (30) days to cure, GKF commences to cure
the default during the initial thirty (30) day period and GKF diligently completes the cure within sixty (60) days following the
end of the thirty (30) day period, such default shall not constitute a GKF Event of Default; provided that the foregoing cure periods
shall not apply to a GKF Event of Default under Subsections 19.2.1 or 19.2.2.


 


19.2.4GKF ceases
doing business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay its
debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition
seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement
under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed
against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or
of all or any substantial part of its assets or properties, or it or its shareholders shall take any action looking to its dissolution
or liquidation.


 






    	 



    	 



    

 


19.2.5Within sixty (60) days after
the commencement of any proceedings against GKF seeking reorganization, arrangement, readjustment, liquidation, dissolution or
similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within
thirty (30) days after the appointment without GKF consent or acquiescence of any trustee, receiver or liquidator of it or of all
or any substantial part of its assets and properties, such appointment shall not be vacated.


 


19.3Upon the occurrence
of a Medical Center Event of Default or a GKF Event of Default, the non-breaching party may at its option do any or all of the
following:


 


19.3.1By written
notice to GKF, Medical Center may at its option immediately terminate this Agreement as to the Equipment, wherever situated, but
only upon the occurrence of a GKF Event of Default under Subsections 19.2.1 or 19.2.2. As a result of such termination, Medical
Center may, at its option and upon written notice to GKF, demand that GKF immediately enter upon the Site and remove the Equipment
at GKF’s sole cost and expense. For the avoidance of doubt, Medical Center shall not have the right to terminate this Agreement
by reason of a GKF Event of Default, other than due to the occurrence of a GKF Event of Default under Subsections 19.2.1 and/or
19.2.2.


 


19.3.2By written
notice to Medical Center, GKF may at its option immediately terminate this Agreement as to the Equipment, wherever situated, but
only upon the occurrence of any of the Medical Center Events of Default as set forth in Subsections 19.1.1, 19.1.2, 19.1.6 and/or
noncompliance with Sections 10.1 and/or 10.5 above (which noncompliance has not been cured within the periods set forth in Section
19.1.3 above) (collectively, the “Termination Defaults”). For the avoidance of doubt, but without limiting GKF’s
rights under Section 17 above (Termination for Economic Justification), GKF shall not have the right to terminate this Agreement
by reason of a Medical Center Event of Default, other than due to the occurrence of any Termination Default. As a result of such
termination pursuant to any Termination Default, GKF may (a) provide reasonable notice to Medical Center of its intention to remove
the Equipment, and upon such date as provided by notice, GKF may then enter upon the Site and remove the Equipment in a manner
and at a time that causes least amount of disruption to patient care, or, at Medical Center’s election, Medical Center shall
remove and return the Equipment to GKF, but in either event at Medical Center’s sole cost and expense; and (b) recover from
Medical Center as liquidated damages for the loss of the bargain represented by this Agreement and not as a penalty an amount equal
to the present value of the unpaid estimated future Purchased Services Payments to be made by Medical Center to GKF through the
end of the Term discounted at the rate of nine percent (9%), which liquidated damages shall become immediately due and payable.
The unpaid estimated future Purchased Services Payments shall be based on the prior twelve (12) months Purchased Services Payments
made by Medical Center to GKF hereunder with an annual four (4%) percent increase thereof through the end of the Term. Medical
Center and GKF acknowledge that the liquidated damages formula set forth in this Section constitutes a reasonable method to calculate
GKF’s damages resulting from any Termination Default and under the circumstances existing as of the date of this Agreement.


 






    	 



    	 



    

 


19.3.3With respect
to all other Medical Center Events of Default, GKF may:


 


A.Sell, dispose
of, hold, use or lease the Equipment, as GKF in its sole and absolute discretion may determine (and GKF shall not be obligated
to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar
Equipment owned or leased by GKF).


 


B.Exercise any
other right or remedy which may be available to GKF under the Uniform Commercial Code or any other applicable law or proceed by
appropriate court action, without affecting GKF’s title or right to possession of the Equipment, to enforce the terms hereof
or to recover damages for the breach hereof or to cancel this Agreement as to the Equipment.


 


19.3.4Upon termination
of this Agreement or the exercise of any other rights or remedies under this Agreement or available under applicable law following
a Medical Center Event of Default, Medical Center shall, without further request or demand, pay to GKF all Purchased Services Payments
and other sums owing under this Agreement as of the date of termination. In the event that Medical Center shall pay the liquidated
damages referred to in Section 19.3.2 above to GKF, GKF shall pay to Medical Center promptly after receipt thereof all rentals
or proceeds received from the reletting or sale of the Equipment during the balance of the Initial Term (after deduction of all
costs and expenses, including reasonable attorneys’ fees and costs, incurred by GKF as a result of the Event of Default),
said amount never to exceed the amount of the liquidated damages paid by Medical Center. However, Medical Center acknowledges that
GKF shall have no obligation to sell the Equipment. Medical Center shall in any event remain fully liable for all damages as may
be provided by law and for all costs and expenses incurred by GKF on account of such default, including but not limited to, all
court costs and reasonable attorneys’ fees.


 


19.3.5Subject
to Section 16 above, each party shall in any event remain fully liable to the other non-defaulting party for all damages as may
be provided by law and for all costs and expenses incurred by the non-defaulting party on account of such default, including but
not limited to, all court costs and reasonable attorneys’ fees.


 






    	 



    	 



    

 


19.3.6Subject
to Sections 19.3.1 and 19.3.2 above (regarding limitations on the right to terminate this Agreement), the rights and remedies afforded
a non-defaulting party under this Agreement shall be deemed cumulative and not exclusive, and shall be in addition to any other
rights or remedies available to the non-defaulting party provided by law or in equity.


 


20.Insurance.


 


20.1During the Term,
GKF shall, at its cost and expense, purchase and maintain in effect an all-risk property and casualty insurance policy covering
the Equipment. The all-risk property and casualty insurance policy shall be for an amount not less than the replacement cost of
the Equipment. Medical Center shall be named as an additional insured party on the all-risk property and casualty insurance policy
to the extent of its interest in the Equipment arising under this Agreement. The all-risk property and casualty insurance policy
maintained by GKF shall be evidenced by a certificate of insurance or other reasonable documentation which shall be delivered by
GKF to Medical Center upon request following the commencement of this Agreement and as of each annual renewal of such policy during
the Term.


 


20.2During the Term,
Medical Center shall, at its cost and expense, purchase, and maintain in effect general liability and professional liability insurance
coverage/policies covering the Site (together with all premises where the Site is located) and the use or operation of the Equipment
by Medical Center or its officers, directors, agents, employees, contractors or physicians. Medical Center has a self-insured retention
coverage which provides general liability and professional liability insurance policies shall provide coverage in amounts not less
than One Million Dollars ($1,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00) annual aggregate. The program
is operated by PeaceHealth and is funded in accordance with recognized actuarial projections. GKF shall be named as additional
insured party on the general liability and professional liability insurance coverage/policies to be maintained hereunder by Medical
Center. The coverage/policies to be maintained by Medical Center hereunder shall be evidenced by a certificate of insurance or
other reasonable documentation which shall be delivered by Medical Center upon request to GKF no later than the First Procedure
Date and as of each annual renewal of such policies during the Term. Medical Center shall require any physicians using the Equipment
to show evidence of professional liability insurance consistent with Medical Center’s Medical Staff Bylaws. PeaceHealth will
not cancel or terminate this program of self-insurance without at least thirty (30) days prior written notice to GKF, together
with a description of the insurance program to be substituted; provided that GKF shall be named as an additional insured party
on any such substitute insurance programs or policies, as evidenced by a certificate of insurance or other reasonable documentation
which shall be delivered by Medical Center upon request to GKF.


 






    	 



    	 



    

 


20.3During the construction
of the Site and prior to the First Procedure Date, Medical Center, at its cost and expense, shall purchase, and maintain a general
liability insurance policy which conforms with the coverage amounts and other requirements described in Section 20.2 above and
which names GKF as an additional insured party. The policy to be maintained by Medical Center hereunder shall be evidenced by a
certificate of insurance or other reasonable documentation which shall be delivered by Medical Center to GKF prior to the commencement
of any construction at the Site.


 


20.4During the Term,
Medical Center and GKF shall purchase and maintain all workers compensation insurance to the maximum extent required by applicable
law.


 


21.Indemnification.


 


21.1Medical
Center shall be liable for and shall indemnify, defend, protect and hold GKF and its members, managers, officers, employees,
agents and contractors (collectively “GKF”) harmless from and against all losses, claims, damages, liabilities, assessments,
deficiencies, actions, proceedings, orders, judgments, liens, costs and other expenses (including reasonable attorneys’
fees) of any nature or kind whatsoever asserted against or incurred by GKF (collectively “Damages”) which in any manner
arise out of or relate to (a) the failure by Medical Center to fully perform, observe or satisfy its covenants, duties or obligations
contained in this Agreement or in the LGK Agreement; (b) negligent, intentional or
wrongful acts or omissions by Medical Center or any of its officers, directors, agents, contractors (or their subcontractors),
or employees in connection with the use and operation of the Equipment during the Term; (c) defects
arising out of materials or parts provided, modified or designed by Medical Center for or with respect to the Site; (d)
the maintenance of the Site during the Term by Medical Center; (e) Damages to the Equipment caused by the negligent or wrongful
acts or omissions of Medical Center, its agents, officers, employees or contractors (if the Equipment is destroyed or rendered
unusable, subject to Section 21.7 below, this indemnity shall extend up to (but not exceed) the full replacement value of the
Equipment at the time of its destruction less salvage value, if any); (f) the events or occurrences described in Article 7.3 of
the LGK Agreement to the same extent that Medical Center agrees to indemnify Elekta thereunder (other
than with respect to the failure of the Site to comply with the Site Planning Criteria or defective maintenance of the Equipment
under the Service Agreement); and (g) any other matters for which Medical Center has specifically agreed to indemnify
GKF pursuant to this Agreement.


 






    	 



    	 



    

 


21.2GKF shall
be liable for and shall indemnify, defend, protect and hold Medical Center and its directors, members, managers, officers,
employees, agents and contractors (collectively “Medical Center”) harmless from and against all losses, claims, damages,
liabilities, assessments, deficiencies, actions, proceedings, orders, judgments, liens, costs and other expenses (including reasonable
attorneys’ fees) of any nature or kind whatsoever asserted against or incurred by Medical
Center (collectively “Damages”) which in any manner arise out of or relate to (a)
the failure by GKF to fully perform, observe or satisfy its covenants, duties or obligations contained in this Agreement; (b)
negligent, intentional or wrongful acts or omissions by GKF or any of its officers,
directors, agents, contractors (or their subcontractors), or employees in connection with the installation or removal of
the Equipment, (c) the failure by GKF to maintain the Equipment as provided
in this Agreement; and (d) any other matters for which GKF has specifically agreed
to indemnify Medical Center pursuant to this Agreement.


 


21.3Upon
the occurrence of an event for which GKF or Medical Center is entitled to indemnification under this Agreement (“Indemnitee”),
such party shall give written notice thereof to
the other party setting forth the type and amount of Damages. If the indemnity relates to a Third Party Claim (as defined
in Section 21.4 below), the matter shall be subject to Section 21.4 below. If the indemnity relates to any Damages other than
a Third Party Claim, not more than thirty (30) days after written notice is given, the indemnifying party shall acknowledge its
obligation in writing to the Indemnitee to indemnify hereunder and pay the Damages
in full to the Indemnitee.


 


21.4GKF
or Medical Center, as Indemnitee, shall give written notice to the other party
as Indemnitor as soon as reasonably possible after the Indemnitee has
knowledge of any third party claim or legal proceedings (“Third Party Claim”) for which the
Indemnitee is entitled to indemnification under this Section 21. Indemnitor
shall (a) immediately assume, at its sole cost and expense, the defense of the Third Party Claim with legal counsel approved
by the Indemnitee (which approval will not be unreasonably withheld, delayed
or conditioned), and (b) as soon as reasonably possible after Indemnitee’s written
notice is given to the Indemnitor, acknowledge in writing to Indemnitee
its obligation to indemnify Indemnitee in accordance with the terms of
this Agreement. If either party as the Indemnitor fails to assume the defense
of a Third Party Claim or fails to timely acknowledge in writing its obligation to indemnify the Indemnitee,
then, the Indemnitee may assume the defense of the Third Party Claim in the manner described in Section 21.5 below. Each
party shall cooperate with the other in the defense of any Third Party
Claim. Any settlement or compromise of a Third Party Claim to which either party is a party shall be subject to the express written
approval of the other party, which approval shall not be unreasonably withheld,
delayed or conditioned as long as an unconditional term of the settlement or compromise is the full and absolute release of the
Indemnitee from all Damages arising out of the Third Party Claim. Either party
as Indemnitee, at its own cost and expense, may participate on its own behalf with legal counsel of its own selection in
the defense of any Third Party Claim which may have a material impact on it.


 






    	 



    	 



    

 


21.5If either
party having the obligation as Indemnitor fails to promptly assume the defense of any Third Party Claim, the
Indemnitee may assume the defense of the Third Party Claim with legal counsel selected by the
Indemnitee, all at the Indemnitor’s cost and expense. The defense
of an action by an Indemnitee under this Section 21.5 shall not impair, limit
or otherwise restrict Indemnitor’s indemnification obligations arising
under this Section 21 or Indemnitee’s right to enforce such obligations.


 


21.6The indemnity
obligations under this Section 21 shall expire on the expiration of the applicable
statute of limitations relating to the underlying claim that is the subject of the indemnification claim. Any indemnification
obligation shall be in proportion to the amount of responsibility found attributable to the Indemnitor.


 


21.7The indemnification
obligations set forth in this Agreement are intended to supplement, and not supersede, supplant or replace, any coverage for Damages
which may be available under any insurance policies that may be maintained by GKF or Medical Center. In the event any Damages
may be covered by insurance policies, the parties shall exercise good faith and use their best efforts to obtain the benefits
of and apply the available insurance coverage to the Damages subject to indemnification under this Agreement. In the event that
an insurer provides coverage under an insurance policy on the basis of a “reservation of rights”, the indemnification
obligations under this Agreement shall apply to all Damages which are finally determined as not being covered under the insurance
policy.


 


22.Miscellaneous.


 


22.1Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Medical Center shall not assign this Agreement or any of its rights hereunder or sublease the Equipment without the prior written
consent of GKF, which consent shall not be unreasonably withheld; provided, however that the Medical Center may assign this Agreement
without prior written consent of GKF to an entity controlled by, controlling, or under common control with the Medical Center
and which entity is the holder of the general acute care hospital license for the facility
at which the Equipment is located, and provided further, that such entity shall have credit rating and
financial position equivalent to or higher than that of Medical Center as reasonably
determined by GKF. Unless otherwise agreed to in writing by GKF, an assignment or sublease shall not relieve Medical
Center of any liability for performance of this Agreement during the remainder of the Term. Any purported assignment or sublease
made without GKF’s prior written consent shall be null, void and of no force or effect. 


 






    	 



    	 



    

 


22.2Agreement
to Perform Necessary Acts. Each party agrees to perform any further acts and execute and deliver any further documents which
may be reasonably necessary or otherwise reasonably required to carry out the provisions of this Agreement.


 


22.3Validity.
If for any reason any clause or provision of this Agreement, or the application of any such clause or provision in a particular
context or to a particular situation, circumstance or person, should be held unenforceable, invalid or in violation of law by any
court or other tribunal of competent jurisdiction, then the application of such clause or provision in contexts or to situations,
circumstances or persons other than that in or to which it is held unenforceable, invalid or in violation of law shall not be affected
thereby, and the remaining clauses and provisions hereof shall nevertheless remain in full force and effect.


 


22.4Attorneys’
Fees and Costs. In the event of any action, arbitration or other proceedings between or among the parties hereto with respect
to this Agreement, the non-prevailing party or parties to such action, arbitration or proceedings shall pay to the prevailing party
or parties all costs and expenses, including reasonable attorneys’ fees, incurred in the defense or prosecution thereof by
the prevailing party or parties. The party which is a “prevailing party” shall be determined by the arbitrator(s) or
judge(s) hearing the matter and shall be the party who is entitled to recover his, her or its costs of suit, whether or not the
matter proceeds to a final judgment, decree or determination. A party not entitled to recover his, her or its costs of suit shall
not recover attorneys’ fees. If a prevailing party or parties shall recover a decision, decree or judgment in any action,
arbitration or proceeding, the costs and expenses awarded to such party may be included in and as part of such decision, decree
or judgment.


 


22.5Entire Agreement;
Amendment. This Agreement together with the Exhibits and Schedules attached hereto constitutes the full and complete agreement
and understanding between the parties hereto concerning the subject matter hereof and shall supersede any and all prior written
and oral agreements with regard to such subject matter. This Agreement may be modified or amended only by a written instrument
executed by all of the parties hereto.


 


22.6Number and
Gender. Words in the singular shall include the plural, and words in a particular gender shall include either or both additional
genders, when the context in which such words are used indicates that such is the intent.


 


22.7Effect of
Headings. The titles or headings of the various paragraphs hereof are intended solely for convenience or reference and are
not intended and shall not be deemed to modify, explain or place any construction upon any of the provisions of this Agreement.


 






    	 



    	 



    

 


22.8Counterparts.
This Agreement may be executed in one or more counterparts by the parties hereto. All counterparts shall be construed together
and shall constitute one agreement.


 


22.9Governing
Law. This Agreement shall be interpreted and enforced in accordance with the internal laws, and not the law of conflicts, of
the State of Oregon.


 


22.10Exhibits
and Schedules. All exhibits and schedules attached hereto and referred to in this Agreement are hereby incorporated by reference
herein as though fully set forth at length.


 


22.11Ambiguities.
The general rule that ambiguities are to be construed against the drafter shall not apply to this Agreement. In the event that
any provision of this Agreement is found to be ambiguous, each party shall have an opportunity to present evidence as to the actual
intent of the parties with respect to such ambiguous provision.


 


22.12Representations.
Each of the parties hereto represents (a) that no representation or promise not expressly contained in this Agreement has been
made by any other party hereto or by any of its agents, employees, representatives or attorneys; (b) that this Agreement is not
being entered into on the basis of, or in reliance on, any promise or representation, expressed or implied, other than such as
are set forth expressly in this Agreement; (c) that it has been represented by counsel of its own choice in this matter or has
affirmatively elected not to be represented by counsel; (d) it is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, (e) it has full power and authority to execute, deliver and perform this Agreement,
and (f) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or other
similar action.


 


22.13Non-Waiver.
No failure or delay by a party to insist upon the strict performance of any term, condition, covenant or agreement of this Agreement,
or to exercise any right, power or remedy hereunder or under law or consequent upon a breach hereof or thereof shall constitute
a waiver of any such term, condition, covenant, agreement, right, power or remedy or of any such breach or preclude such party
from exercising any such right, power or remedy at any later time or times.


 


22.14Notices.
All notices, requests, demands or other communications required or permitted to be given under this Agreement shall be in writing
and shall be delivered to the party to whom notice is to be given either (a) by personal delivery (in which case such notice shall
be deemed to have been duly given on the date of delivery), (b) by next business day air courier service (e.g., Federal Express
or other similar service) (in which case such notice shall be deemed given on the business day following deposit with the air courier
service), or (c) by United States mail, first class, postage prepaid, registered or certified, return receipt requested (in which
case such notice shall be deemed given on the third (3rd) day following the date of mailing), and properly addressed as follows:


 






    	 



    	 



    

 





	 	To GKF:	GK Financing, LLC
	 	 	4 Embarcadero Center, Suite 3700
	 	 	San Francisco, CA 94111
	 	 	Attn: Craig K. Tagawa, CEO
	 	 	 
	 	To Medical Center:	PeaceHealth Sacred Heart Medical Center at RiverBend
	 	 	3333 RiverBend Drive
	 	 	Springfield, OR  97477
	 	 	Attn: Hospital Administrator







 


A party to this Agreement may change his,
her or its address for purposes of this Section by giving written notice to the other parties in the manner specified herein.


 


22.15Special Provisions
Respecting Medicare and Medicaid Patients


 


22.15.1Medical
Center and GKF shall generate such records and make such disclosures as may be required, from time to time, by the Medicare, Medicaid,
TriCare, HCAP and other third party payment programs with respect to this Agreement in order to meet all requirements for participation
and payment associated with such programs, including but not limited to the matters covered by Section 1861(v)(1)(I) of the Social
Security Act.


 


22.15.2For the
purpose of compliance with Section 1861(v)(1)(I) of the Social Security Act, as amended, and any regulations promulgated pursuant
thereto, both parties agree to comply with the following statutory requirements (a) Until the expiration of four (4) years after
the termination of this Agreement, both parties shall make available, upon written request to the Secretary of Health and Human
Services or, upon request, to the Comptroller General of the United States, or any of their duly authorized representatives, the
contract, and books, documents and records of such party that are necessary to certify the nature and extent of such costs, and
(b) if either party carries out any of the duties of the contract through a subcontract with a value or cost of $10,000 or more
over a twelve month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration
of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available,
upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives
the subcontract, and books, documents and records of such organization that are necessary to verify the nature and extent of such
costs.


 






    	 



    	 



    

 


22.15.3It is the
intent of the parties to comply fully with all applicable requirements of federal law, including but not limited to the Federal
Anti-Kickback Statute, codified at 42 U.S.C. § 1320a-7b, and regulations promulgated thereunder, codified at 42 C.F.R. §
1001.952. All payments under this Agreement have been negotiated at arm’s length and are, to the best knowledge of the parties,
consistent with fair market value for items and services rendered. Nothing in this Agreement is intended to encourage or induce
referral for any item or service payable under federal health care programs.


 


22.16Force Majeure.
Failure to perform by either party will be excused in the event of any delay or inability to perform its duties under this Agreement
directly or indirectly caused by conditions beyond its reasonable control, including, without limitation, fires, floods, earthquakes,
snow, ice, disasters, acts of God, accidents, riots, wars, operation of law, strikes, governmental action or regulations, shortages
of labor, fuel, power, materials, manufacturer delays or transportation problems. Notwithstanding the foregoing, all parties shall
make good faith efforts to perform under this Agreement in the event of any such circumstance. Further, once such an event is resolved,
the parties shall again perform their respective obligations under this Agreement. Notwithstanding the foregoing, and for the avoidance
of doubt, (i) no reductions or other changes to reimbursement amounts and/or payment methodology(ies) pertaining to any third party
payors or governmental programs, including, without limitation, Medicare, Medicaid, any other federal or state programs, and/or
any commercial payors, and (ii) no suspension or exclusion of Medical Center from participation in the Medicare program shall be
deemed to constitute a force majeure event under this Section, and shall not excuse or delay Medical Center’s obligations
under this Agreement or provide Medical Center with the right to terminate this Agreement.


 


22.17Independent
Contractor. It is mutually understood and agreed that nothing in this Agreement is intended nor shall be construed to create
between GKF and Medical Center, with respect to their relationship hereunder, an employer/employee relationship, a partnership
or joint venture relationship, or a landlord/tenant relationship.


 


22.18Supplier
and Owner of Equipment. The parties hereto agree that, notwithstanding anything to the contrary set forth in this Agreement,
this Agreement is and shall be treated and interpreted as a "finance lease," as such term is defined in Article 2A of
the Uniform Commercial Code, that GKF shall be treated as a finance lessor who is entitled to the benefits and releases from liability
accorded to a finance lessor under Article 2A of the Uniform Commercial Code. In furtherance of the foregoing, Medical Center acknowledges
that, before signing this Agreement, GKF has informed Medical Center in writing (a) that Elekta is the entity supplying the Equipment
to GKF, (b) that Medical Center is entitled (under Section 2A of the Uniform Commercial Code) to the promises and warranties, including
those of any third party, provided to GKF by Elekta which is the entity supplying the goods in connection with or as part of the
contract by which GKF acquired the Equipment or the right to possession and use of the Equipment, and (c) that Medical Center may
communicate with Elekta and receive an accurate and complete statement of those promises and warranties, including any disclaimers
and limitations of them or of remedies. Medical Center also acknowledges that Medical Center has selected Elekta to supply the
Equipment and has directed GKF to acquire the Equipment or the right to possession and use of the Equipment from Elekta.


 






    	 



    	 



    

 


22.19Legal Status.


 


22.19.1Notwithstanding
anything to the contrary herein, if two (2) independent legal counsel specializing in healthcare law (collectively, the “Independent
Legal Counsel”), one of whom shall be chosen by and at the expense of Medical Center, and one of whom shall be chosen by
and at the expense of GKF, issue separate written legal opinions addressed to both of the parties stating that performance by either
of the parties hereto of any term of this Agreement shall jeopardize the licensure of Medical Center, or the full accreditation
of Medical Center by Medical Center’s accrediting body, or the tax-exempt status of PeaceHealth, or the ability of PeaceHealth
to issue tax-exempt bonds or should be in violation of applicable laws or regulations (each, a "Disqualifying Event"),
then, the parties mutually agree to use their best efforts to renegotiate such term. In the event (a) the parties are unable
to renegotiate said term within sixty (60) days following receipt of such written opinions from the Independent Legal Counsel;
and (b) the Independent Legal Counsel each determine in writing that any modification to the Agreement would be impossible, illegal
or would disqualify a party from providing services to Medicare or Medicaid patients, then, (i) either party may terminate
this Agreement upon thirty (30) days prior written notice to the other party, except for any obligations under the Agreement accruing
to the date of termination and those obligations surviving the date of termination as provided hereunder; and (ii) if any part
or all of the representations and warranties made by Medical Center set forth in Section 22.19.3 were untrue as of the date made,
then, Medical Center shall, upon such termination, pay to GKF as liquidated damages for the loss of the bargain represented by
this Agreement and not as a penalty an amount equal to that specified in Section 19.3.2(b).


 


22.19.2Each party
shall select one of the two Independent Legal Counsel to render the aforementioned opinions. All costs and expenses of the Independent
Legal Counsel will be borne by the party initiating the request unless the determination is made by the Independent Legal Counsel
as described above that the performance by either of the parties hereto of any term of this Agreement shall result in the occurrence
of a Disqualifying Event, in which event, such costs and expenses shall be shared equally between the parties. In the event that
the two Independent Legal Counsel render conflicting opinions, either the parties hereto shall decide upon a third attorney who
meets the above qualifications or shall instruct the Independent Legal Counsel to select a third attorney specializing in healthcare
law to review and render an opinion, which opinion by such third attorney shall be binding on both parties. Under the circumstance
of having to select a third attorney, the costs of the Independent Legal Counsel shall be borne by the party selecting such counsel
and the costs of the third attorney shall be borne equally by the parties.


 






    	 



    	 



    

 


22.19.3Medical
Center represents and warrants to GKF that, as of the date of the parties' respective execution and delivery of this Agreement,
(a) no Disqualifying Event has occurred or will occur as of such date; and (b) the percentage of tax-exempt bond proceeds and/or
tax-exempt bond financed property (pertaining to any specific tax-exempt bond issue or in the aggregate) that are used directly
or indirectly for any private business use (after taking into account the effect of this Agreement) does not exceed nine hundredths
percent (.09%). For purposes of determining at any time or from time-to-time the percentage of tax-exempt bond proceeds and/or
tax-exempt bond financed property (pertaining to any specific tax-exempt bond issue or in the aggregate) that are used directly
or indirectly for any private business use, Medical Center shall (and any Independent Legal Counsel shall be instructed to) disregard
any private business use unrelated to this Agreement arising or that has been placed into service after the commencement date of
the Initial Term of this Agreement.


 


[Signatures on next page]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as of the date first set forth above.


 








	 	"GKF"	GK FINANCING, LLC
	 	 	 	 
	 	 	By:	 
	 	 	Title:	 
	 	 	Date:  	                      
	 	 	 	 
	 	“MEDICAL CENTER”	PEACEHEALTH SACRED HEART 

MEDICAL CENTER AT RIVERBEND
	 	 	 	 
	 	 	By:	 
	 	 	Title:	 
	 	 	Date:	 


 









    	 



    	 



    

 


Exhibit A


 


BILL OF SALE


 


This
BILL OF SALE is executed and delivered effective as of the date of the last party to sign below, but
is made effective at the “Effective Time" (as defined below) by PEACEHEALTH, a Washington non-profit corporation (“PeaceHealth”),
doing business through its operating division PEACEHEALTH SACRED HEART MEDICAL CENTER AT RIVERBEND (“Medical Center”),
and GK FINANCING, LLC, a California limited liability company ("GKF").


 


		1.	In consideration for the sum of * and other good and valuable consideration,
effective as of the Effective Time, Medical Center hereby sells, bargains, grants, assigns, conveys, transfers and delivers to
GKF, and GKF hereby accepts, all of Medical Center’s right, title and interest to the equipment listed on Schedule A attached
hereto (collectively, the "Equipment"). As used herein, the “Effective Time" shall mean the date on which
the Equipment is loaded by Medical Center onto the truck furnished by Elekta Instruments, Inc. ("Elekta") at the "Site"
(as defined in the below-referenced Agreement).



 


		2.	Medical Center hereby covenants and agrees with GKF that Medical
Center shall duly execute and deliver all such deeds, bills of sale, endorsements, assignments, drafts, checks, and other instruments
of transfer as may be necessary or helpful more fully to sell, transfer, assign and convey to and to invest in GKF, the Equipment
hereby sold, transferred, assigned and conveyed by this Bill of Sale. 



 


		3.	Medical Center represents and warrants that it has full, complete
and absolute right to transfer the Equipment to GKF. Medical Center further represents and warrants that the Equipment is free
and clear of all liens, claims, debts, liabilities, liens and encumbrances of any kind. All of the terms and provisions of this
Bill of Sale shall be binding upon Medical Center and its respective successors and assigns, and shall inure to the benefit of
GKF and its successors and assigns. Medical Center agrees to indemnify, defend and hold GKF and its successors and assigns harmless
from and against all expenses including reasonable attorneys’ fees, costs, losses, liabilities, judgment and damages including
amounts paid in settlement incurred by GKF and its successors and assigns in connection with any claim, assertion or lawsuit made
or brought by any party claiming title to or any interest whatsoever in the Equipment, other than a party claiming to have derived
its interest as a grantee of GKF.



 


		4.	This Bill of Sale is being executed and delivered in connection with
that certain Purchased Services Agreement dated ______, 2014, between Medical Center and GKF (the "Agreement"). This
Bill of Sale is in all respects subject to the provisions of the Agreement and is not intended in any way to supersede, limit or
qualify any provision of the Agreement. This Bill of Sale may be assigned at any time by GKF to Elekta without Medical Center's
consent.



 





		5.	This Bill of Sale shall be governed by and construed in
                                                                                                                     accordance with the laws of the State of Oregon without regard to the principles of conflicts of laws.





 






    	 



    	 



    

 


IN WITNESS WHEREOF,
Medical Center has caused this Bill of Sale to be executed by its duly authorized officers effective as of the Effective Date.


 





	 	PEACEHEALTH SACRED HEART
	 	MEDICAL CENTER AT RIVERBEND
	 	 	 
	 	By:	                     
	 	Title:  	 
	 	Date:	 


 


 


	AGREED AND ACCEPTED:	 
	 	 
	GK FINANCING, LLC	 
	 	 
	By:	             	 
	Title:  	 	 
	Date:	 	 


 




    	 



    	 



    

 


Schedule 1


 


The Purchased Services Payment percentage is as follows:


 


Purchased Services Payment Percentage:            *