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the performance of the first clinical Procedure (as defined in Section 8) performed on theEquipment (the “First Procedure Date”) at the Site (as defined in Section 5.1). The parties agreeto amend this Agreement to memorialize the First Procedure Date upon the performance of the firstclinical Procedure performed on the Equipment. Hospital’s obligation to make the PurchasedServices Payments to GKF for the Equipment described in Section 8 below shall commence as of theFirst Procedure Date.     4. User License. Hospital shall apply for and use its reasonable efforts to obtain ina timely manner a User License from the Nuclear Regulatory Commission and, if necessary, from theapplicable state agency authorizing it to take possession of and maintain the Cobalt supplyrequired in connection with the use of the Equipment during the term of this Agreement. Hospitalalso shall apply for and use its reasonable efforts to obtain in a timely manner all otherlicenses, permits, approvals, consents and authorizations which may be required by state or localgovernmental or other regulatory agencies for the development, construction and preparation of theSite, the charging of the Equipment with its Cobalt supply, the conduct of acceptance tests withrespect to the Equipment, and the use of the Equipment during the Term, as more fully set forth inArticle 2.1 of the LGK Agreement. GKF shall provide assistance to the Hospital in applying for andfor obtaining all such licenses, permits, approvals, consents or authorizations. If the applicableregulatory authorities affirmatively decline to issue a required license, permit, approval, consentor authorization notwithstanding Hospital’s best efforts to obtain the same, all parties shall bereleased from further performance or any obligations or duties arising under this Agreement.     5. Delivery of Equipment; Site.          5.1 GKF shall coordinate with Elekta and Hospital to have the Equipment delivered to Hospitalat the site at which the Model C is currently located, as described in Exhibit 5.1 of thisAgreement (the “Site”), which delivery shall be on or prior to the delivery date agreed upon byElekta and GKF when the Equipment is ordered by GKF. GKF makes no representations or warrantiesconcerning delivery of the Equipment to the Site or the actual date thereof.          5.2 Hospital shall provide access to the Site for the Equipment. GKF at its cost and expenseshall prepare the Site for the Equipment in accordance with Elekta’s guidelines, specifications,technical instructions and site planning criteria (which site planning criteria are attached asExhibit 5.2 of this Agreement) (collectively the “Site Planning Criteria”). The location of theSite has been agreed upon by Hospital and GKF as described in Exhibit 5.1 of this Agreement.     6. Site Preparation, Deinstallation of Model C and Installation ofEquipment.          6.1 GKF, at its cost, expense and risk, shall prepare all plans and specifications required toconstruct and improve the Site for the installation, use and operation of the Equipment during theTerm. The plans and specifications shall comply in all respects with
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the Site Planning Criteria and with all applicable federal, state and local laws, rules andregulations. All plans and specifications prepared by or on behalf of GKF (and all material changesthereto following approval by Hospital and Elekta) shall be subject to the written approval ofHospital and Elekta prior to commencement of construction at the Site. GKF shall provide Hospitaland Elekta with a reasonable period of time for the review and consideration of all plans andspecifications following the submission thereof for approval. Following approval of the plans andspecifications by Hospital and Elekta, GKF, at its cost and expense, shall assist Hospital inobtaining 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 theinstallation, use and operation of the Equipment.          6.2 Based upon the plans and specifications approved by Hospital and Elekta, GKF, 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 alltemporary or permanent shielding required for the charging of the Equipment with the Cobalt supplyand for its subsequent use, selecting and constructing a proper foundation for the Equipment andthe temporary or permanent shielding, aligning the Site for the Equipment, and installing allelectrical systems and other wiring required for the Equipment. In connection with theconstruction of the Site, GKF, at its cost and expense, shall select, purchase and install allradiation monitoring equipment, devices, safety circuits and radiation warning signs required, ifany, at the Site in connection with the use and operation of the Equipment, all in accordance withapplicable federal, state and local laws, rules, regulations or custom.          6.3 GKF, at its cost, expense and risk, shall be responsible for the installation of theEquipment at the Site, including the positioning of the Equipment on its foundation at the Site incompliance with the Site Planning Criteria.          6.4 GKF ensures that, to its best knowledge, upon completion of construction, the Site shall(a) comply in all respects with the Site Planning Criteria and all applicable federal, state andlocal laws, rules and regulations, and (b) be safe and suitable for the ongoing use and operationof the Equipment during the Term.          6.5 GKF at its cost, expense and risk, shall coordinate with Elekta the deinstallation andremoval of the Model C including unloading and disposing of the cobalt.          6.6 GKF shall use its reasonable efforts to satisfy its obligations under this Section 6 in atimely manner. GKF shall keep Hospital informed on a regular basis of its progress in the designof the Site, the preparation of plans and specifications, the construction and improvement of theSite, and the satisfaction of its other obligations under this Section 6. In all events, GKF shallcomplete all construction and improvement of the Site required for the installation, positioningand testing of the Equipment on or prior to the delivery date described in Section 5.1 above.During the Term, Hospital, at its cost and expense, shall maintain the Site in a good workingorder, condition and repair, reasonable wear and tear excepted.
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          6.7 GKF shall be responsible for all costs and expenses in connection with Section 6.1, 6.2,6.3 and 6.5 up to *. All costs in excess of * shall be the responsibility of Hospital.     7. Marketing Support. GKF, in coordination with Hospital, shall provide Hospital withmarketing support for the service to be provided by Hospital using the Equipment. Notwithstandingthe preceding sentence or any provision to the contrary herein, GKF shall not engage in any director indirect marketing or advertising of the Gamma Knife services to be rendered by Hospital duringthe term of this Agreement. Not less than ninety (90) days prior to the First Procedure Date andthe commencement of each succeeding twelve (12) month period during the Term, GKF and Hospitalshall develop a mutually agreed upon marketing budget and plan (“Plan”) for the clinical service tobe supported by the Equipment for the succeeding twelve (12) month period of the Term. Onceapproved, the Plan shall be implemented by Hospital in accordance with its terms. If Hospital hasnot approved or disapproved of the Plan within thirty (30) days following its receipt, Hospitalshall be deemed to have approved the same. All advertisements, brochures and other marketingmaterials pertaining to the Plan shall be subject to review and written approval by Hospital andGKF prior to their use. Hospital and GKF shall discuss the Plan on a regular basis not less thanonce per quarter. Hospital’s and any Hospital subsidiary’s or related corporation’s name,trademarks, service marks, or other identifying names, marks, images or designations shall be andremain the sole and exclusive property of Hospital, but which may be used in any approved marketingmaterials without payment of any license or royalty fee. As funds are expended by Hospital inaccordance with the Plan, Hospital shall submit invoices (together with documentary evidencesupporting the invoices) for its expenditures and, promptly following the receipt of such invoices,GKF shall reimburse Hospital for * of approved expenditures. GKF’s reimbursement to Hospital shallnot exceed an average of * annually during the term of the Agreement. It is acknowledged by theparties that such expenses to be reimbursed by GKF as provided in Section 7 have been included inGKF’s calculation of Hospital’s Purchased Services Payments so as to allow GKF to recover such GKFexpenses during the Term of this Agreement; provided that, without limiting or otherwise affectingHospital’s obligation to pay the Purchased Services Payments as set forth herein.     8. Purchased Services Payments.          (a) The parties have negotiated this Agreement at arm’s length based upon reasonable, jointlyderived, assumptions regarding the capacity for clinical services available from the Equipment,Hospital’s capabilities in providing high quality radiation oncology services and market dynamics,GKF’s risk in providing the Equipment, and the provision to GKF of a reasonable rate of return onits investment in support of the Equipment. Based thereon, the Parties believe that the “PurchasedServices Payments” as defined below represent fair market value for the use of the Equipment, thedeinstallation and removal of the Model C, the preparation, construction and improvement of theSite, and the marketing support and other services to be provided by GKF to Hospital hereunder.Hospital undertakes no obligation to perform any minimum number of Procedures on the Equipment andthe use of the Equipment for
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the performance of Procedures is wholly based on the independent judgment of physicians whoorder such Procedures to meet the medical needs of their patients.          (b) In consideration for and as compensation to GKF for deinstallation and removal of theModel C, the preparation, construction and improvement of the Site, installation of the Equipmentand marketing support and the other additional services to be provided by GKF under this Agreement,Hospital shall pay to GKF, on a monthly basis, the applicable per Procedure payments set forth inExhibit 8 of this Agreement (the “Purchased Services Payments”) for each “Procedure” that isperformed by Hospital or its representatives or affiliates, whether on an inpatient or outpatientbasis, and irrespective of whether the Procedure is performed on the Equipment or using any otherequipment or devices, including any “Additional GK Unit” (defined below); provided that noPurchased Services Payments shall be payable for any Procedures performed at the Hospital using theCyberknife equipment as presently configured, upgraded or replaced and located at the Hospital onthe date hereof. Notwithstanding the foregoing, and for the avoidance of doubt, if at any time inaddition to the Equipment, Hospital purchases, leases or otherwise acquires the use of a LeksellGamma Knife unit(s) of any model type or configuration (an “Additional GK Unit”), then, in additionto the Purchased Services Payments that are payable to GKF for Procedures performed using theEquipment as set forth above, Hospital shall pay to GKF the Purchased Services Payments on amonthly basis for any and all Procedures performed at the Hospital using the Additional GK Unit,whether on an inpatient or outpatient basis. As used herein, a “Procedure” means any treatmentthat involves stereotactic, external, single fraction, conformal radiation, commonly calledradiosurgery, that may include one or more isocenters during the patient treatment session,delivered to any site(s) superior to the foramen magnum.          (c) GKF shall submit an invoice to Hospital on the fifteenth (15th) and the last day of eachcalendar month (or portion thereof) for the actual number of Procedures performed utilizing theEquipment (and, if applicable, any Additional GK Unit) during the first and second half of thecalendar month, respectively. Upon request by GKF, Hospital shall inform GKF in writing as to thenumber of Procedures performed during that month utilizing the Equipment and any other equipment ordevices. If no Procedures are performed by Hospital or any other person utilizing the Equipment(and, if applicable, any Additional GK Unit), no Purchased Services Payments shall be owing byHospital to GKF. Hospital shall pay the invoice within forty-five (45) days after submission byGKF to Hospital. All or any portion of an invoice which is not paid in full within ninety (90)days after submission 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 invoice together with all accruedinterest thereon is paid in full. Subject to Section 20.1.1 below, if GKF shall at any time accepta Purchased Services Payment from Hospital after it shall become due, such acceptance shall notconstitute 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 20 hereof.
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          (d) Within ten (10) days after Hospital’s receipt of written request by GKF, GKF shall havethe right to audit Hospital’s books and records (including, without limitation, the books andrecords pertaining to any other radiosurgery equipment or devices) during normal business hours toverify the number of Procedures that have been performed by Hospital utilizing the Equipment andany other equipment or devices, and Hospital shall provide GKF with access to such books andrecords; provided that any patient names or identifiers or other Protected Health Information shallnot be disclosed.     9. Use of the Equipment.          9.1 The Equipment shall be used by Hospital only at the Site and shall not be removedtherefrom. Hospital shall use the Equipment only in the regular and ordinary course of Hospital’sbusiness operations and only within the capacity of the Equipment as determined by Elekta’sspecifications. Hospital shall not use nor permit the Equipment to be used in any manner nor forany purpose which, in the opinion of Elekta or GKF, the Equipment is not designed or reasonablysuitable.          9.2 Notwithstanding anything to the contrary contained in this Agreement, this is an agreementof purchasing a service only. Nothing herein shall be construed as conveying to Hospital anyright, title or interest in or to the Equipment, except for the express right to use the Equipmentgranted herein to Hospital for the Term. All Equipment shall remain personal property (even thoughsaid Equipment may hereafter become attached or affixed to real property) and the title theretoshall at all times remain exclusively in GKF.          9.3 During the Term, upon the request of GKF, Hospital shall promptly affix to the Equipmentin a prominent place, or as otherwise directed by GKF, labels, plates, insignia, lettering or othermarkings supplied by GKF indicating GKF’s ownership of the Equipment, and shall keep the sameaffixed for the entire Term. Hospital hereby authorizes GKF to cause this Agreement or anystatement 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. Hospitalalso shall promptly execute and deliver, or cause to be executed and delivered, to GKF anystatement or instrument reasonably requested by GKF for the purpose of evidencing GKF’s interest inthe Equipment, including financing statements and waivers with respect to rights in the Equipmentfrom any owners or mortgagees of any real estate where the Equipment may be located.          9.4 At Hospital’s cost and expense, Hospital shall (a) protect and defend GKF’s ownership ofand title to the Equipment from and against all persons claiming against or through Hospital, (b)at all times keep the Equipment free from any and all liens, encumbrances, attachments, levies,executions, burdens, charges or legal processes imposed against Hospital, (c) give GKF immediatewritten notice of any matter described in clause (b), and (d) in the manner described in Section 22below indemnify GKF harmless from and against any loss, cost or expense (including reasonableattorneys’ fees) with respect to any of the foregoing.
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     10. Additional Covenants of Hospital. In addition to the other covenants of Hospitalcontained in this Agreement, Hospital shall, at its cost and expense:          10.1 Provide properly trained professional, technical and support personnel and suppliesrequired for the proper performance of Gamma Knife procedures utilizing the Equipment. In thisregard, Hospital shall make reasonable efforts to maintain on staff a minimum of two (2) GammaKnife trained teams comprised of neurosurgeons, radiation oncologists and physicists. The GammaKnife shall be available for use by all credentialed neurosurgeons, radiation oncologists andphysicists.          10.2 Direct, supervise and administer the provision of all services relating to theperformance of Procedures utilizing the Equipment in accordance with all applicable laws, rules andregulations.          10.3 Provide reasonable and customary marketing materials (i.e. brochures, announcements,etc.) together with administrative and physician support (e.g., seminars for physicians byneurosurgeons and radiation therapists, in accordance with Hospital’s policies and procedures,etc.) for the Equipment to be operated by the Hospital. The obligation to provide marketingmaterials and administration and physician support shall be included in, and not in addition to,the annual marketing budget referenced in Section 7 above.          10.4 Keep and maintain the Equipment and the Site fully protected, secure and free fromunauthorized access or use by any person to the extent that Hospital provides security for itsother radiation oncology services.          10.5 Operate a fully functional radiation therapy department at the Site or Affiliate sitewhich shall include the Equipment.     11. Additional Covenants of GKF. In addition to the other covenants of GKF containedin this Agreement, GKF, at its cost and expense, shall:          11.1 Use its best efforts to require Elekta to meets its contractual obligations to GKF andHospital upon delivery of the Equipment and put the Equipment, as soon as reasonably possible, intogood, safe and serviceable condition and fit for its intended use in accordance with themanufacturer’s specifications, guidelines and field modification instructions.          11.2 Cause Hospital to enjoy the use of the Equipment, free of the rights of any other personsexcept for those rights reserved by GKF or granted to Elekta under the LGK Agreement.     12. Maintenance of Equipment; Damage or Destruction of Equipment.          12.1 During the Term and except as otherwise provided in this Agreement, GKF, at its cost andexpense, shall (a) maintain the Equipment in good operating condition and
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repair, reasonable wear and tear excepted, and (b) maintain in full force and effect a serviceagreement with Elekta (“Service Agreement”) and any other service or other agreements required tofulfill GKF’s obligation to repair and maintain the Equipment under this Section 12. Hospitalshall promptly notify GKF in the event of any damage or destruction to the Equipment or of anyrequired maintenance or repairs to the Equipment, regardless of whether such repairs or maintenanceare covered or not covered by the Service Agreement. GKF shall pursue all remedies available to itunder the Service Agreement and under any warranties made by Elekta with respect to the Equipmentso that the Equipment will be free from defects in design, materials and workmanship and willconform to Elekta’s technical specifications concerning the Equipment.          12.2 GKF and Elekta shall have the right to access the Equipment for the purpose of inspectionand the performance of repairs at all reasonable times, upon reasonable advance notice and with aminimum of interference or disruptions to Hospital’s regular business operations.          12.3 Hospital shall be liable for, and in the manner described in Section 22 below shallindemnify 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 Hospital’sofficers, employees, agents, contractors and physicians. In the event the Equipment is damaged asa result of the misuse, improper use, or other intentional and wrongful or negligent acts oromissions of Hospital’s officers, employees, agents, contractors and/or physicians, to the extentsuch damage is not covered by the Service Agreement or any warranties or insurance, GKF may serviceor repair the Equipment as needed and the cost thereof shall be paid by Hospital to GKF immediatelyupon written request together with interest thereon 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 anunrelated, commercial borrower and lender, if less) and reasonable attorneys’ fees and costsincurred by GKF in collecting such amount from Hospital. Any work so performed by GKF shall notdeprive GKF of any of its rights, remedies or actions against Hospital for such damages.          12.4 If the Equipment is rendered unusable as a result of any physical damage to ordestruction of the Equipment, Hospital 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 theEquipment 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 asreasonably 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’smanufacturing capabilities, (b) the Term of this Agreement shall be extended for the period of timethe Equipment is unusable, and (c) this Agreement shall continue in full force and effect as thoughsuch damage or destruction had not occurred. In the event GKF determines that the Equipment can berepaired, GKF shall cause the Equipment to be repaired as soon as reasonably possible thereafter.Hospital shall fully cooperate with GKF to effect the
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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.          13.1 Hospital 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.Hospital shall not, and shall not permit any person other than representatives of Elekta or anyother person authorized by GKF to, effect any inspection, adjustment, preventative or remedialmaintenance, or repair to the Equipment without the prior written consent of GKF. Allmodifications, alterations, additions, accessories or operating controls incorporated in or affixedto 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.          13.2 The necessity and financial responsibility for modifications, additions or upgrades tothe Equipment, including the reloading of the Cobalt-60 source, shall be mutually agreed upon byGKF and Hospital. In the event GKF and Hospital agree to reload the Cobalt-60 source (i.e., inapproximately the seventh (7th) year of the Term), and GKF pays the costs associated therewith,notwithstanding any provisions to the contrary herein, the initial Term shall be automaticallyextended for an additional two years.     14. Financing of Equipment by GKF. GKF, in its sole discretion, may finance theEquipment. Financing may be in the form of an installment loan, a capitalized lease or othercommercially available debt or financing instrument. If GKF finances the Equipment through aninstallment loan, GKF shall be required to provide the Equipment as collateral for the loan. IfGKF finances the Equipment through a capitalized lease, title shall vest with the lessor until suchtime as GKF exercises its buy-out option under the lease, if any. If required by the lender,lessor or other financing entity (the “Lender”), GKF may assign its interest under this Agreementas security for the financing. Hospital’s interest under this Agreement shall be subject to theinterests of the Lender.     15. Equipment Operational Costs. Except as otherwise expressly provided in thisAgreement, Hospital shall be responsible and liable for all costs and expenses incurred, directlyor indirectly, in connection with the operation and use of the Equipment during the Term,including, without limitation, the costs and expenses required to provide trained physicians,professionals, and technical and support personnel, supplies and other items required to properlyoperate the Equipment and perform Procedures.     16. Taxes. GKF shall pay all sales or use taxes imposed or assessed in connectionwith the use or purchase of the Equipment and all personal property taxes imposed, levied orassessed on the ownership and possession of the Equipment during the Term. All other taxes,assessments, licenses or other charges imposed, levied or assessed on the Equipment during the Termshall be paid by Hospital before the same shall become delinquent, whether such taxes are assessedor would ordinarily be assessed against GKF or Hospital; provided, however, Hospital
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shall not be required to pay any federal, state or local income, franchise, corporation orexcise taxes imposed upon GKF’s net income realized from the lease of the Equipment. In case of afailure by either party to pay any taxes, assessments, licenses or other charges when and asrequired under this Section, the other party may pay all or any part of such taxes, in which eventthe amount paid by such paying party shall be immediately payable to the paying party upon writtenrequest together with interest thereon at the rate of 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 anunrelated, commercial borrower and lender, if less).     17. No Warranties by GKF. Hospital warrants that as of the First Procedure Date, itshall have (a) thoroughly inspected the Equipment to the best of their knowledge, (b) determinedthat to the best of its knowledge the Equipment is consistent with the size, design, capacity andmanufacture selected by it, and (c) satisfied itself that to the best of its knowledge theEquipment is suitable for Hospital intended purposes and is good working order, condition andrepair. GKF will work with Hospital in good faith to remedy any problems identified in writing byHospital during Hospital’s inspection. GKF SUPPLIES THE EQUIPMENT UNDER THIS AGREEMENT IN ITS “ASIS” CONDITION. GKF, NOT BEING THE MANUFACTURER OF THE EQUIPMENT OR THE MANUFACTURER’S AGENT, MAKESNO 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 ORWORKMANSHIP OR AS TO PATENT INFRINGEMENT OR THE LIKE. As between GKF and Hospital, Hospital shallbear all risks with respect to the foregoing warranties. GKF shall not be liable for any direct,indirect and consequential losses or damages suffered by Hospital or by any other person, andHospital expressly waives any right to hold GKF liable hereunder for, any claims, demands andliabilities arising out of or in connection with the design, manufacture, possession or operationof the Equipment, including**,**without limitation, injury to persons or property resulting from thefailure 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 Hospital solelyand exclusively against Elekta and any other manufacturers or suppliers, but shall in no event beasserted against GKF. In this regard and with prior written approval of GKF, Hospital may, inGKF’s name, but at Hospital sole cost and expense, enforce all warranties, agreements orrepresentations, if any, which may have been made by Elekta or manufacturers, suppliers or otherthird parties regarding the Equipment to GKF or Hospital. GKF shall not be responsible for thedelivery or operation of the Equipment or for any delay or inadequacy of either or both of theforegoing.     18. Termination for Economic Justification. If, following the initial thirty six (36)months after the First Procedure Date and following each subsequent 12 month period thereafterduring the Term, based upon the utilization of the Equipment and other factors considered relevantby GKF in the exercise of its reasonable discretion, within a reasonable period of time after GKF’swritten request, Hospital does not provide GKF with a reasonable economic justification to continuethis Agreement and the utilization of the Equipment at the Hospital, then
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and in that event, GKF shall have the option to terminate this Agreement by giving a writtennotice thereof to Hospital not less than one hundred eighty (180) days prior to the effective dateof the termination designated in GKF’s written notice. For purposes of this Section, “reasonableeconomic justification to continue this Agreement” shall not be deemed to exist if, during thetwelve (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 applicableperiod, (a) the aggregate Purchased Services Payments during such period, minus (b) the sum of theaggregate (i) debt service on the Equipment, (ii) maintenance expenses, (iii) marketing support,and (iv) Equipment-related personal property taxes and insurance during such period.     19. Options to Extend Agreement. As of the end of the Term, Hospital shall have theoption either to:          19.1 Extend the Term of this Agreement for a specified period of time and upon such otherterms and conditions as may be agreed upon by GKF and Hospital;          19.2 Terminate this Agreement as of the expiration of the Term.Hospital shall exercise one (1) of the two (2) options referred to above by giving an irrevocablewritten 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 Hospital elects to exercise itsoption and states which of the two (2) options referred to above Hospital is exercising. IfHospital fails to exercise the option granted herein at least one (1) year prior to the expirationof the initial Term, the option shall lapse and this Agreement shall expire as of the end of theinitial Term. Further, if Hospital exercises the option specified in Section 19.1 above and theparties are unable to mutually agree upon the length of the extension of the Term or any otherterms or conditions applicable to such extension prior to the expiration of the Term, thisAgreement shall expire as of the end of the initial Term.     20. Events of Default by Hospital and Remedies.          20.1 The occurrence of any one of the following shall constitute an event of default underthis Agreement (an “Event of Default”):               20.1.1 Hospital fails to pay any Purchased Services Payment when due pursuant to Paragraph 8above and such failure continues for a period of thirty (30) days after written notice thereof isgiven by GKF or its assignee to Hospital; however, if Hospital cures the Purchased Services Paymentdefault within the applicable thirty (30) day period, such default shall not constitute an Event ofDefault.               20.1.2 Hospital attempts to remove, sell, transfer, encumber, assign, sublet or part withpossession of the Equipment or any items thereof, except as expressly permitted herein.
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               20.1.3 Hospital fails to observe or perform any of its covenants, duties or obligationsarising 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 Hospital; however, if Hospital cures the defaultwithin the applicable thirty (30) day period or if the default reasonably requires more than thirty(30) days to cure, Hospital commences to cure the default during the initial thirty (30) day periodand Hospital diligently completes the cure within sixty (60) days following the end of the thirty(30) day period, such default shall not constitute an Event of Default.               20.1.4 Hospital ceases doing business as a going concern, makes an assignment for the benefitof creditors, admits in writing its inability to pay its debts as they become due, files avoluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petitionseeking for itself any reorganization, arrangement, composition, readjustment, liquidation,dissolution or similar arrangement under any present or future statute, law or regulation or filesan 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 allor any substantial part of its assets or properties, or it or its shareholders shall take anyaction looking to its dissolution or liquidation.               20.1.5 Within sixty (60) days after the commencement of any proceedings against Hospitalseeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief underany present or future statute, law or regulation, such proceedings shall not have been dismissed,or if within thirty (30) days after the appointment without Hospital consent or acquiescence of anytrustee, receiver or liquidator of it or of all or any substantial part of its assets andproperties, such appointment shall not be vacated.               20.1.6 Hospital is suspended or terminated from participation in the Medicare program.          20.2 Upon the occurrence of an Event of Default with respect to Hospital, GKF may at itsoption do any or all of the following:               20.2.1 By written notice to Hospital, immediately terminate this Agreement as to theEquipment, wherever situated. As a result of the termination, GKF may enter upon the Site andremove the Equipment without liability of any kind or nature for so doing or GKF may demand thatHospital remove and return the Equipment to GKF, all at Hospital sole cost and expense.               20.2.2 Recover from Hospital as liquidated damages for the loss of the bargain represented bythis Agreement and not as a penalty an amount equal to the present value of the unpaid estimatedfuture Purchased Services Payments to be made by Hospital to GKF through the end of the Termdiscounted at the rate of * which liquidated damages shall become immediately due and payable. Theunpaid estimated future Purchased Services Payments shall be based on the prior twelve (12) monthsPurchased Services Payments made by Hospital to
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GKF hereunder with an annual * increase thereof through the end of the Term. Hospital and GKFacknowledge that the liquidated damages formula set forth in this Section 20.2.2 constitutes areasonable method to calculate GKF’s damages resulting from an Event of Default under thecircumstances existing as of the date of this Agreement. The liquidated damages remedy availableunder this Section 20.2.2 shall apply if and only to the extent an Event of Default has occurredunder Sections 20.1.1 and/or 20.1.2 above.               20.2.3 Sell, dispose of, hold, use or lease the Equipment, as GKF in its sole and absolutediscretion may determine (and GKF shall not be obligated to give preference to the sale, lease orother disposition of the Equipment over the sale, lease or other disposition of similar Equipmentowned or leased by GKF).               20.2.4 Exercise any other right or remedy which may be available to GKF under the UniformCommercial Code or any other applicable law or proceed by appropriate court action, withoutaffecting GKF’s title or right to possession of the Equipment, to enforce the terms hereof or torecover damages for the breach hereof or to cancel this Agreement as to the Equipment.               20.2.5 In addition to the foregoing remedies, Hospital shall be liable to GKF for allreasonable attorneys fees, costs and expenses incurred by GKF as a result of the Event of Defaultor the exercise of GKF’s remedies.          20.3 Upon termination of this Agreement or the exercise of any other rights or remedies underthis Agreement or available under applicable law following an Event of Default, Hospital shall,without further request or demand, pay to GKF all Purchased Services Payments and other sums owingunder this Agreement. In the event that Hospital shall pay the liquidated damages referred to inSection 20.2.2 above to GKF, GKF shall pay to Hospital promptly after receipt thereof all rentalsor proceeds received from the reletting or sale of the Equipment during the balance of the initialTerm (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 theliquidated damages paid by Hospital. However, Hospital acknowledges that GKF shall have noobligation to sell the Equipment. Hospital shall in any event remain fully liable for all damagesas may be provided by law and for all costs and expenses incurred by GKF on account of suchdefault, including but not limited to, all court costs and reasonable attorneys’ fees. The rightsand remedies afforded GKF under this Agreement shall be deemed cumulative and not exclusive, andshall be in addition to any other rights or remedies to GKF provided by law or in equity.     21. Insurance.          21.1 During the Term, GKF shall, at its cost and expense, purchase and maintain in effect anall risk property and casualty insurance policy covering the Equipment. The all risk property andcasualty insurance policy shall be for an amount not less than the replacement cost of theEquipment. Hospital shall be named as an additional insured party on
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the all risk property and casualty insurance policy to the extent of its interest in theEquipment arising under this Agreement. The all risk property and casualty insurance policymaintained by GKF shall be evidenced by a certificate of insurance or other reasonabledocumentation which shall be delivered by GKF to Hospital upon request following the commencementof this Agreement and as of each annual renewal of such policy during the Term.          21.2 During the Term, Hospital shall, at its cost and expense, purchase and maintain in effectgeneral liability and professional liability insurance policies covering the Site (together withall premises where the Site is located) and the use or operation of the Equipment by Hospital orits officers, directors, agents, employees, contractors or physicians. The general liability andprofessional liability insurance policies shall provide coverage in amounts not less than OneMillion Dollars ($1,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00) annualaggregate. GKF shall be named as additional insured party on the general liability andprofessional liability insurance policies to be maintained hereunder by Hospital. The policies tobe maintained by Hospital hereunder shall be evidenced by a certificate of insurance or otherreasonable documentation which shall be delivered by Hospital upon request to GKF no later than theFirst Procedure Date and as of each annual renewal of such policies during the Term.          21.3 During the construction of the Site and prior to the First Procedure Date, Hospital, atits cost and expense, shall purchase and maintain a general liability insurance policy whichconforms with the coverage amounts and other requirements described in Section 21.2 above and whichnames GKF as an additional insured party. The policy to be maintained by Hospital hereunder shallbe evidenced by a certificate of insurance or other reasonable documentation which shall bedelivered by Hospital to GKF prior to the commencement of any construction at the Site.          21.4 During the Term, Hospital shall purchase and maintain all workers compensation insuranceto the maximum extent required by applicable law.     22. Indemnification.          22.1 Hospital shall be liable for and shall indemnify, defend, protect and hold GKF and itsmembers, managers, officers, employees, agents and contractors (collectively “GKF”) harmless fromand against all losses, claims, damages, liabilities, assessments, deficiencies, actions,proceedings, orders, judgments, liens, costs and other expenses (including reasonable attorney’sfees) 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 Hospital to fully perform, observeor satisfy its covenants, duties or obligations contained in this Agreement or in the LGKAgreement; (b) negligent, intentional or wrongful acts or omissions by Hospital or any of itsofficers, directors, agents, contractors (or their subcontractors), or employees in connection withthe use and operation of the Equipment during the Term; (c) defects arising out of materials orparts provided, modified or designed by Hospital for or with
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respect to the Site; (d) the maintenance of the Site during the Term by Hospital; (e) Damagesto the Equipment caused by the negligent or wrongful acts or omissions of Hospital, its agents,officers, employees or contractors (if the Equipment is destroyed or rendered unusable, subject toSection 22.6 below, this indemnity shall extend up to (but not exceed) the full replacement valueof the Equipment at the time of its destruction less salvage value, if any); (f) the events oroccurrences described in Article 7.3 of the LGK Agreement to the same extent that Hospital agreesto indemnify Elekta thereunder (other than with respect to the failure of the Site to comply withthe Site Planning Criteria or defective maintenance of the Equipment under the Service Agreement);and (g) any other matters for which Hospital has specifically agreed to indemnify GKF pursuant tothis Agreement.          22.2 Upon the occurrence of an event for which GKF is entitled to indemnification under thisAgreement, GKF shall give written notice thereof to Hospital setting forth the type and amount ofDamages. If the indemnity relates to a Third Party Claim (as defined in Section 22.3 below), thematter shall be subject to Section 22.3 below. If the indemnity relates to any Damages other thana Third Party Claim, not more than thirty (30) days after GKF’s written notice is given, Hospitalshall acknowledge its obligation in writing to GKF to indemnify hereunder and pay the Damages infull to GKF.          22.3 GKF shall give written notice to Hospital as soon as reasonably possible after GKF hasknowledge of any third party claim or legal proceedings (“Third Party Claim”) for which GKF isentitled to indemnification under this Section 22. Hospital shall (a) immediately assume, at itssole cost and expense, the defense of the Third Party Claim with legal counsel approved by GKF(which approval will not be unreasonably withheld, delayed or conditioned), and (b) as soon asreasonably possible after GKF’s written notice is given to Hospital, acknowledge in writing to GKFits obligation to indemnify GKF in accordance with the terms of this Agreement. If Hospital failsto assume the defense of a Third Party Claim or fails to timely acknowledge in writing itsobligation to indemnify GKF, GKF may assume the defense of the Third Party Claim in the mannerdescribed in Section 22.4 below. GKF shall cooperate with Hospital in the defense of any ThirdParty Claim. Any settlement or compromise of a Third Party Claim to which GKF is a party shall besubject to the express written approval of GKF, which approval shall not be unreasonably withheld,delayed or conditioned as long as an unconditional term of the settlement or compromise is the fulland absolute release of GKF from all Damages arising out of the Third Party Claim. GKF, at its owncost and expense, may participate on its own behalf with legal counsel of its own selection in thedefense of any Third Party Claim which may have a material impact on GKF.          22.4 If Hospital fails to promptly assume the defense of any Third Party Claim, GKF may assumethe defense of the Third Party Claim with legal counsel selected by GKF, all at the Hospital’s costand expense. The defense of an action by GKF under this Section 22.4 shall not impair, limit orotherwise restrict Hospital’s indemnification obligations arising under this Section 22 or GKF’sright to enforce such obligations.
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          22.5 The indemnity obligations under this Section 22 shall expire on the date that is five (5)years following the expiration or termination of this Agreement**.**          22.6 The 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 anyinsurance policies that may be maintained by GKF or Hospital. In the event any Damages may becovered by insurance policies, the parties shall exercise good faith and use their best efforts toobtain the benefits of and apply the available insurance coverage to the Damages subject toindemnification under this Agreement. In the event that an insurer provides coverage under aninsurance policy on the basis of a “reservation of rights”, the indemnification obligations underthis Agreement shall apply to all Damages which are finally determined as not being covered underthe insurance policy.     23. Miscellaneous.          23.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns. Hospital shall not assign thisAgreement or any of its rights hereunder or sublease the Equipment without the prior writtenconsent of GKF, which consent shall not be unreasonably withheld ; provided, however that theHospital may assign this Agreement without prior written consent of GKF to an entity controlled by,controlling, or under common control with the Hospital and which entity is the holder of thegeneral acute care hospital license for the facility at which the Equipment is located, andprovided further, that such entity shall have credit rating and financial position equivalent tothat of Hospital as reasonably determined by GKF**.**An assignment or sublease shall not relieveHospital of any liability for performance of this Agreement during the remainder of the Term. Anypurported assignment or sublease made without GKF’s prior written consent shall be null, void andof no force or effect ; provided, however that the Hospital may assign this Agreement without priorwritten consent of GKF to an entity controlled by, controlling, or under common control with theHospital and which entity is the holder of the general acute care hospital license for the facilityat which the Equipment is located, and provided further, that such entity shall have a creditrating and financial position equivalent to that of Hospital as reasonably determined by GKF**.**          23.2 Agreement to Perform Necessary Acts. Each party agrees to perform any furtheracts and execute and deliver any further documents which may be reasonably necessary or otherwisereasonably required to carry out the provisions of this Agreement.          23.3 Validity. If for any reason any clause or provision of this Agreement, or theapplication 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 courtor other tribunal of competent jurisdiction, then the application of such clause or provision incontexts or to situations, circumstances or persons other than that in or to which it is held
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unenforceable, invalid or in violation of law shall not be affected thereby, and the remainingclauses and provisions hereof shall nevertheless remain in full force and effect.          23.4 Attorney’s Fees and Costs. In the event of any action, arbitration or otherproceedings between or among the parties hereto with respect to this Agreement, the non-prevailingparty or parties to such action, arbitration or proceedings shall pay to the prevailing party orparties all costs and expenses, including reasonable attorneys’ fees, incurred in the defense orprosecution 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 whois entitled to recover his, her or its costs of suit, whether or not the matter proceeds to a finaljudgment, decree or determination. A party not entitled to recover his, her or its costs of suitshall 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 suchparty may be included in and as part of such decision, decree or judgment.          23.5 Entire Agreement; Amendment. This Agreement together with the Exhibits attachedhereto constitutes the full and complete agreement and understanding between the parties heretoconcerning the subject matter hereof and shall supersede any and all prior written and oralagreements with regard to such subject matter. This Agreement may be modified or amended only by awritten instrument executed by all of the parties hereto.          23.6 Number and Gender. Words in the singular shall include the plural, and words ina particular gender shall include either or both additional genders, when the context in which suchwords are used indicates that such is the intent.          23.7 Effect of Headings. The titles or headings of the various paragraphs hereof areintended solely for convenience or reference and are not intended and shall not be deemed tomodify, explain or place any construction upon any of the provisions of this Agreement.          23.8 Counterparts. This Agreement may be executed in one or more counterparts by theparties hereto. All counterparts shall be construed together and shall constitute one agreement.          23.9 Governing Law. This Agreement shall be interpreted and enforced in accordancewith the internal laws, and not the law of conflicts, of the State of California applicable toagreements made and to be performed in that State.          23.10 Exhibits. All exhibits attached hereto and referred to in this Agreement arehereby incorporated by reference herein as though fully set forth at length.          23.11 Ambiguities. The general rule that ambiguities are to be construed against thedrafter shall not apply to this Agreement. In the event that any provision of this Agreement
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is found to be ambiguous, each party shall have an opportunity to present evidence as to theactual intent of the parties with respect to such ambiguous provision.          23.12 Representations. Each of the parties hereto represents (a) that norepresentation or promise not expressly contained in this Agreement has been made by any otherparty hereto or by any of its agents, employees, representatives or attorneys; (b) that thisAgreement is not being entered into on the basis of, or in reliance on, any promise orrepresentation, 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 affirmativelyelected not to be represented by counsel; (d) it is duly organized, validly existing and in goodstanding under the laws of the jurisdiction of its organization, (e) it has full power andauthority to execute, deliver and perform this Agreement, and (f) the execution, delivery andperformance of this Agreement has been duly authorized by all necessary corporate or other similaraction.          23.13 Non-Waiver. No failure or delay by a party to insist upon the strictperformance of any term, condition, covenant or agreement of this Agreement, or to exercise anyright, power or remedy hereunder or under law or consequent upon a breach hereof or thereof shallconstitute a waiver of any such term, condition, covenant, agreement, right, power or remedy or ofany such breach or preclude such party from exercising any such right, power or remedy at any latertime or times.          23.14 Notices. All notices, requests, demands or other communications required orpermitted to be given under this Agreement shall be in writing and shall be delivered to the partyto whom notice is to be given either (a) by personal delivery (in which case such notice shall bedeemed to have been duly given on the date of delivery), (b) by next business day air courierservice (e.g., Federal Express or other similar service) (in which case such notice shall be deemedgiven on the business day following deposit with the air courier service), or (c) by United Statesmail, first class, postage prepaid, registered or certified, return receipt requested (in whichcase such notice shall be deemed given on the third (3rd) day following the date of mailing), andproperly addressed as follows:       To GKF: Craig K. Tagawa    Chief Executive Officer    GK Financing, LLC    Four Embarcadero Center, Suite 3700    San Francisco, CA 94111       To Hospital: University of Southern California University Hospital    1500 San Pablo Street    Los Angeles, CA 90033    Attn: Debbie Walsh    Chief Executive Officer
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A party to this Agreement may change his, her or its address for purposes of this Section by givingwritten notice to the other parties in the manner specified herein.          23.15 Special Provisions Respecting Medicare and Medicaid Patients               23.15.1 Hospital and GKF shall generate such records and make such disclosures as may berequired, from time to time, by the Medicare, Medicaid and other third party payment programs withrespect to this Agreement in order to meet all requirements for participation and paymentassociated with such programs, including but not limited to the matters covered by Section1861(v)(1)(I) of the Social Security Act.               23.15.1 For 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 thefollowing statutory requirements (a) Until the expiration of four (4) years after the terminationof this Agreement, both parties shall make available, upon written request to the Secretary ofHealth and Human Services or, upon request, to the Comptroller General of the United States, or anyof their duly authorized representatives, the contract, and books, documents and records of suchparty that are necessary to certify the nature and extent of such costs, and (b) if either partycarries out any of the duties of the contract through a subcontract with a value or cost of $10,000or more over a twelve month period, with a related organization, such subcontract shall contain aclause to the effect that until the expiration of four (4) years after the furnishing of suchservices pursuant to such subcontract, the related organization shall make available, upon writtenrequest to the Secretary, or upon request to the Comptroller General, or any of their dulyauthorized representatives the subcontract, and books, documents and records of such organizationthat are necessary to verify the nature and extent of such costs.          23.16 Force Majeure. Failure to perform by either party will be excused in the eventof any delay or inability to perform its duties under this Agreement directly or indirectly causedby 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 delaysor transportation problems. Notwithstanding the foregoing, all parties shall make good faithefforts to perform under this Agreement in the event of any such circumstance. Further, once suchan event is resolved, the parties shall again perform their respective obligations under thisAgreement. Notwithstanding the foregoing, and for the avoidance of doubt, no reductions or otherchanges to reimbursement amounts and/or payment methodology(ies) pertaining to any third partypayors or governmental programs, including, without limitation, Medicare, Medicaid, any otherfederal or state programs, and/or any commercial payors, shall be deemed to constitute a forcemajeure event under this Section, and shall not excuse or delay a party’s performance under thisAgreement.
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          23.17 Independent Contractor. It is mutually understood and agreed that nothing inthis Agreement is intended nor shall be construed to create between GKF and Hospital, with respectto their relationship hereunder, an employer/employee relationship, a partnership or joint venturerelationship, or a landlord/tenant relationship.          23.18 Notice. The parties hereto agree that, notwithstanding anything to the contraryset forth in this Agreement, this Agreement is and shall be treated and interpreted as a “financelease,” as such term is defined in the California Uniform Commercial Code, that GKF shall betreated as a finance lessor who is entitled to the benefits and releases from liability accorded toa finance lessor under the California Uniform Commercial Code. In furtherance of the foregoing,Hospital acknowledges that, before signing this Agreement, GKF has informed Hospital in writing (a)that Elekta is the entity supplying the Equipment to GKF, (b) that Hospital is entitled under theCalifornia Uniform Commercial Code to the promises and warranties, including those of any thirdparty, provided to GKF by Elekta which is the entity supplying the goods in connection with or aspart of the contract by which GKF acquired the Equipment or the right to possession and use of theEquipment, and (c) that Hospital may communicate with Elekta and receive an accurate and completestatement of those promises and warranties, including any disclaimers and limitations of them or ofremedies. Hospital also acknowledges that Hospital has selected Elekta to supply the Equipment andhas directed GKF to acquire the Equipment or the right to possession and use of the Equipment fromElekta.          23.19 Transfer of Title to Model C. Effective upon the commencement of thedeinstallation by GKF of the Model C, and for a purchase price of * Hospital shall sell, assign,transfer and convey to GKF, and GKF shall purchase and acquire the Model C from Hospital, free andclear of all liens, encumbrances and adverse claims. In furtherance of the foregoing, concurrentlywith the execution of this Agreement, Hospital shall deliver to GKF a duly executed bill of sale insubstantially the form set forth on Exhibit 23.19 attached hereto. Hospital shall be responsiblefor any sales and use taxes levied by any state or political subdivision thereof which may becomedue and owing by reason of the sale of the Model C.          23.20 **Compliance Obligations.** It is acknowledged that GKF is a vendor whose soleconnection with Tenet is providing medical supplies or equipment to Tenet, and therefore, GKF isnot a “Covered Person” that is subject to compliance with the Corporate Integrity Agreement betweenthe Office of the Inspector General of the Department of Health and Human Services, and TenetHealthcare Corporation.          23.21 **Exclusion Lists Screening.**Groupshall screen all of its current andprospective owners, legal entities, officers, directors, employees (“Screened Persons”) against (a)the United States Department of Health and Human Services/Office of Inspector General List ofExcluded Individuals/Entities (available through the Internet at http://www.oig.hhs.gov),and (b) the General Services Administration’s List of Parties Excluded from Federal Programs(available through the Internet at http://www.epls.gov) (collectively, the“Exclusion Lists”) to ensure that none of the Screened Persons (y) are currently excluded,debarred, suspended, or otherwise
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ineligible to participate in Federal healthcare programs or inFederal procurement or nonprocurement programs, or (z) have been convicted of a criminal offensethat falls within the ambit of 42 U.S.C. § 1320a-7(a), but have not yet been excluded, debarred,suspended, or otherwise declared ineligible (each, an “Ineligible Person”). If, at any time duringthe term of this Agreement any Screened Person becomes an Ineligible Person or proposed to be anIneligible Person, Group shall immediately notify Hospital of the same. Screened Persons shall notinclude any employee, contractor or agent who is not providing services under this Agreement.     **IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be executed as of thedate first set forth above.       “GKF” **GK FINANCING, LLC**           By: /s/ Ernest A. Bates Ernest A. Bates, M.D.,      Policy Committee Member         “HOSPITAL” **USC UNIVERSITY HOSPITAL**           By: /s/ Debbie Walsh Debbie Walsh      Chief Executive Officer  
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**Exhibit 1**GAMMA KNIFE TECHNOLOGY
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**Exhibit 2**LGK AGREEMENT
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**Exhibit 5.1**DESCRIPTION OF SITE
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**Exhibit 5.2**SITE PLANNING CRITERIA
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**Exhibit 8**PER PROCEDURE PAYMENTS     Year Annual Procedures Performed Fee Per Procedure 1-10 *  Notwithstanding anything to the contrary set forth herein, for purposes of determining the perprocedure payment, the number of annual procedures performed shall be reset to zero (0) at thecommencement of each anniversary of the First Procedure Date.
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**Exhibit 23.19**BILL OF SALE     This BILL OF SALE (the “Bill of Sale”), is dated the 5th day of March 2008, but is madeeffective on the “Effective Date” (defined below), by and between GK FINANCING, LLC, a Californialimited liability company (“GKF”), and USC UNIVERSITY HOSPITAL (“Hospital”), with reference to thefollowing facts:**RECITALS**     WHEREAS, Hospital and GKF are parties to a certain Purchased Services Agreement (the“Agreement”), pursuant to which, among other things, GKF has agreed to deinstall and purchase fromHospital, and Hospital has agreed to sell to GKF, the Gamma Knife Model C unit currently owned byHospital, serial number                      (the “Model C”). Capitalized terms used herein withoutdefinition shall have the same meanings ascribed to them in the Agreement.     WHEREAS, this Bill of Sale shall be executed and delivered by Hospital to GKF concurrentlywith the execution and delivery of the Agreement, provided that this Bill of Sale shall notbecome effective until and upon the commencement of the deinstallation by GKF of the Model C, asindicated in writing by GKF to Hospital (the “Effective Date”).     NOW, THEREFORE, in consideration of the payment by GKF of the sum of One Dollar ($1.00), andin further consideration of the mutual covenants and agreements contained in the Agreement, thereceipt and sufficiency of which consideration are hereby acknowledged, Hospital hereby covenantsand agrees as follows:1. As of the Effective Date, Hospital hereby sells, conveys, assigns, transfers and delivers toGKF, and GKF hereby accepts, all of Hospital’s right, title and interest in and to the ModelC, free and clear of all liens, encumbrances and adverse claims.   TO HAVE AND TO HOLD, all and singular, for its own use forever, the Model C hereby sold,assigned, transferred, conveyed and delivered, or intended so to be, unto GKF, itssuccessors and assigns forever. 2. HOSPITAL IS SELLING THE MODEL C IN ITS “AS IS,” “WHERE IS” CONDITION. HOSPITAL, NOT BEINGTHE MANUFACTURER OF THE MODEL C OR THE MANUFACTURER’S AGENT, MAKES NO WARRANTY ORREPRESENTATION, EITHER EXPRESSED OR IMPLIED, AS TO THE MODEL C’S MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE OR USE, DESIGN, CONDITION, DURABILITY, CAPACITY, MATERIAL OR WORKMANSHIPOR AS TO PATENT INFRINGEMENT OR THE LIKE, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDEDFROM THIS BILL OF SALE AND SHALL NOT APPLY TO THE GOODS SOLD. THE PARTIES AGREE THAT, TO THEEXTENT REQUIRED BY LAW, THE DISCLAIMERS CONTAINED HEREIN ARE “CONSPICUOUS” DISCLAIMERS FOR THEPURPOSE OF ANY
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  LAW, RULE OR ORDER. THIS BILL OF SALE IS IN ALL RESPECTS SUBJECT TO THE PROVISIONS OF THEAGREEMENT AND IS NOT INTENDED IN ANY WAY TO SUPERSEDE, LIMIT OR QUALIFY ANY PROVISION OF THEAGREEMENT. 3. Further Assurances. Each party hereby agrees to make, execute, acknowledge anddeliver any and all further documents and instruments, and to do and cause to be done all suchfurther acts, reasonably requested by the other party to evidence and/or in any manner toperfect the transfer and assignment to GKF of the Model C. 4. Successors. This Bill of Sale shall inure to the benefit of and is binding upon therespective successors and assigns of Hospital and GKF.     IN WITNESS WHEREOF, the parties have caused this Bill of Sale to be executed and deliveredeffective as of the date first written above.       “GKF” **GK FINANCING, LLC**           By: /s/ Ernest A. Bates Ernest A. Bates, M.D.,      Policy Committee Member         “HOSPITAL” **USC UNIVERSITY HOSPITAL**           By: /s/ Debbie Walsh Debbie Walsh      Chief Executive Officer  
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