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<br /> LESSOR SHALL HAVE NO LIABILITY TO LESSEE OR ANY THIRD PARTY FOR ANY permitted under applicable law, with the amounts set forth in
<br /> subsections (b) and (c)
<br /> SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF above being the agreed upon damages ("Lessor's Loss"); (d) charge
<br />Lessee interest on
<br /> ANY SORT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL the Lessor's Loss from the date of the Event of Default until
<br /> paid at the rate of one and
<br /> INJURY, LOSS OF PROFITS OR SAVINGS, LOSS OF USE, OR ANY OTHER one-half (1 -1 /2%) percent per month, but
<br /> in no event more than the maximum rate
<br /> DAMAGES, WHETHER BASED ON STRICT LIABILITY OR NEGLIGENCE, AND permitted by law; (e) demand the Lessee return any
<br />System to Lessor in the manner
<br /> WHETHER RESULTING FROM USE OF THE SYSTEM OR BREACH OF THE LEASE provided in Section 9 of the Schedule; and (f) take possession of
<br /> any System wherever
<br /> OR OTHERWISE, EXCEPT FOR DIRECT, SPECIFIC DAMAGES FOR LESSOR'S located, with or without demand or notice, or any court order or
<br />any process by law.
<br /> BREACH OF A LEASE OR FOR PERSONAL INJURY OR PROPERTY DAMAGE Upon repossession or return of a System, Lessor shall sell, lease
<br /> or otherwise dispose of
<br /> ONLY TO THE EXTENT CAUSED BY LESSOR'S GROSS NEGLIGENCE OR the System in a commercial) reasonable manner, with
<br /> or without notice and b
<br /> WILLFUL MISCONDUCT. Y Y y public or
<br /> private bid, and apply the net proceeds thereof, if any, toward Lessor's Loss but only
<br /> 11 . REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee represents, after deducting all expenses including , without limitation,
<br /> reasonable attorneys' fees
<br /> covenants and warrants to Lessor that: (a) Lessee is a public body corporate and politic, incurred in enforcement of any remedy. Lessee
<br /> shall be liable for any deficiency if the
<br /> duly organized and validly existing , and has the power to execute, deliver and perform net proceeds available after the permitted
<br /> deductions are less than Lessor's Loss. No
<br /> each Lease; (b) the person executing this Agreement and any Schedules and related right or remedy is exclusive of any other provided
<br /> herein or permitted by law or equity.
<br /> documents on behalf of Lessee has been given authority to bind Lessee; (c) this All rights and remedies shall
<br /> be cumulative and may be enforced concurrently or
<br /> Agreement and all related documents have been duly authorized and constitute valid, individually from time to time.
<br /> legal and binding obligations of Lessee, enforceable in accordance with their terms; (d) 17. ASSIGNMENT: Lessor may, without notice to
<br /> or the consent of Lessee, sell, assign,
<br /> there are no actions or proceedings pending or threatened against Lessee which, if grant a security interest in, or pledge its
<br /> interest in all or any portion of a System and/or a
<br /> adversely determined, will have a material adverse effect on the ability of Lessee to
<br /> perform its obligations under a Lease; (a) Lessee qualifies as a state or a political Lease and any amounts due or to become
<br /> due hereunder to any party ("Assignee"). No
<br /> subdivision of a state within the meaning of Section 103 of the Internal Revenue Code of such assignment shall be effective until Lessee
<br /> shall have received a notice identifying
<br /> 1986, as amended ("Code"); (f) Lessee will not take any action which, or omit to take any the Assignee. UponAssignee
<br /> receiving fre notice from Lessor, Lessee shall pay all Rent and other
<br /> amounts due to Assiggnee e
<br /> action which, would adversely affect the exemption of the interest component of Rent e from any claim or counterclaim, defense
<br /> or other right
<br /> payments from federal income taxation; (g) Lessee shall file Internal Revenue Form h hick Lessee may have against Lessor. Pursuant
<br />to Section 149(a) of the Code, Lessee
<br /> 8038-G or Form 8038-GC, as applicable; and (h) the obligation of Lessee to pay Rent hereby appoints Lessor as "Agent" of the Lessee
<br /> to maintain a record any Assignee.
<br /> Lessor shall be relieved of
<br /> shall constitute a current expense of Lessee and is not in contravention of any applicable its future obligations under the Lease
<br /> as a a result of such
<br /> limitation of indebtedness. assignment if Lessor assigns to Assignee its interest in the System and Assignee
<br /> assumes Lessor's future obligations. WITHOUT LESSOR'S PRIOR WRITTEN
<br /> 12, INSURANCE: At its expense, Lessee shall keep each System insured against all CONSENT, LESSEE SHALL NOT ASSIGN,
<br />SUBLEASE, TRANSFER, PLEDGE,
<br /> risks of loss and damage for an amount equal to the installed replacement cost of the MORTGAGE OR OTHERWISE ENCUMBER ("TRANSFER")
<br /> THE SYSTEM OR THE
<br /> System, with Lessor named as a loss payee. Lessee shall also maintain comprehensive LEASE OR ANY OF ITS RIGHTS THEREIN OR
<br />PERMIT ANY LEVY, LIEN OR
<br /> general liability insurance, with Lessor named as an additional insured. All insurance ENCUMBRANCE THEREON. Any attempted non-consensual
<br /> Transfer by Lessee shall
<br /> policies shall be with an insurer having a rating of B+ or better by A.M . Best Company, be void ab initio. No Transfer shall
<br /> relieve Lessee of any of its obligations under the
<br /> Inc., and be in such form, amount and deductibles as are satisfactory to Lessor. Each Lease.
<br /> such policy must state by endorsement that the insurer shall give Lessor not less than 18. NOTICES: Notices, demands and other communications
<br /> shall be in writing and shall
<br /> thirty (30) days prior written notice of any amendment, renewal or cancellation . Lessee be sent by hand delivery, certified mail
<br />(return receipt requested), or overnight courier
<br /> shall, upon request, furnish to Lessor satisfactory evidence that such insurance coverage service or facsimile transmission (effective upon transmission)
<br /> with a copy sent by one of
<br /> is in effect. Lessee may self insure with respect to the above coverages with Lessors the foregoing methods, to Lessee at the
<br />address or facsimile number stated above and
<br /> prior written consent. to Lessor at 501 Corporate Centre Dr., Suite 600, Franklin, Tennessee, 37067 , Attention :
<br /> 13. CASUALTY: If any System, in whole or in part, is lost, stolen, damaged or Manager Operations, or facsimile no. (615)
<br /> 771 -6292. Notices shall be effective upon
<br /> destroyed, or is taken in any condemnation or similar proceeding (an "Event of Loss"), the earlier of actual receipt or four
<br /> days after the mailing date. Either party may
<br /> Lessee shall promptly notify Lessor. Lessee shall, at its option (a) immediately place the substitute another address by such written notice.
<br /> affected Equipment and Software in good condition and working order, (b) replace the 19. GOVERNING LAW: EACH LEASE SHALL BE GOVERNED
<br /> BY THE LAWS OF
<br /> affected item with like equipment or software in good condition and transfer clear title or THE STATE IN WHICH THE LESSEE IS LOCATED.
<br /> the sublicense thereto to Lessor, or (c) to the extent permitted by law, pay to Lessor,
<br /> within thirty (30) days of the Event of Loss, an amount equal to the Stipulated Loss Value 20. MISCELLANEOUS: (a) Any failure of Lessor to
<br />require strict performance by Lessee
<br /> ("SLV") (as hereinafter defined) for such affected Equipment or Software plus any other or any waiver by Lessor of any provision of
<br /> the Lease shall not be construed as a
<br /> unpaid amounts then due under the Lease. If an Event of Loss occurs as to part of a consent to or waiver of any other breach
<br /> of the same or of any other provision. (b) If
<br /> System for which the SLV is paid, a prorate amount of Rent shall abate from the date the there is more than one Lessee, the obligations of
<br /> each Lessee are joint and several. (c)
<br /> SLV payment is received by Lessor. The SLV shall be an amount equal to sum of (a) all Lessee agrees to execute and deliver, upon
<br /> demand, any documents necessary, in
<br /> future Rent payments from the last Rent Payment Date to the end of the Term with each Lessors reasonable discretion, to evidence the intent
<br /> of the Lease, and/or to protect
<br /> such payment discounted to present value at a simple interest rate equal to the Lessors interest in the System.
<br /> Lessee agrees to pay the costs of filing and recording
<br /> applicable Lease Rate or if such rate is not permitted by law, then at the lowest permitted such documentation. (d) Lessee shall deliver
<br /> to Lessor such additional financial
<br /> rate; plus (b) as liquidated damages, and not as a penalty, to the extent permitted by law, information as Lessor may reasonably request.
<br /> (e) If any provision shall be held to be
<br /> one percent (1 %) of the Price of the System, as such Price may have been amended invalid or unenforceable, the validity and enforceability
<br /> of the remaining provisions shall
<br /> from time to time. not in any way be affected or impaired. (f) In the event Lessee fails to pay or perform
<br /> any obligations under the Lease, Lessor may, at its option, pay or perform such
<br /> 14 INDEMNITY: To the maximum extent permitted by applicable law, Lessee shall obligation, and any payment made or
<br /> expense incurred by Lessor in connection
<br /> indemnify Lessor against, and hold Lessor harmless from, and covenants to defend therewith shall be due and payable by
<br /> Lessee upon demand by Lessor with interest
<br /> Lessor against, any and all losses, claims , liens, encumbrances, suits, damages, and thereon accruing at the maximum rate permitted
<br /> by law until paid. (g) Time is of the
<br /> liabilities (and all costs and expenses including, without limitation, reasonable attorneys' essence in each Lease and in each of the Lease
<br /> provisions. (h) Lessee shall pay Lessor
<br /> fees) related to the Lease including, without limitation, the selection, purchase, delivery, on demand all costs and expenses, including
<br /> reasonable attorneys' and collection fees
<br /> ownership, condition, use, operation of the System , or violation of the Software incurred by Lessor in enforcing
<br /> the terms and conditions of a Lease or in protecting
<br /> sublicense, or arising by operation of law (excluding the gross negligence or willful Lessors rights and interests in the
<br /> Lease or the System. (f) No lease charge, late
<br /> misconduct of Lessor). Lessee shall assume full responsibility for, or at Lessors sole charge, fee or interest, as applicable,
<br /> is intended to exceed the maximum amount
<br /> option, reimburse Lessor for the defense thereof. This Section shall survive the permitted to be charged or collected
<br /> by applicable law. If one or more of such charges
<br /> termination of the Lease but not longer than the applicable statute of limitations. exceed such maximum, then such charges will be
<br /> reduced to the legally permitted
<br /> The Lease is entered into based upon the assumption that the interest portion of the maximum charge and any excess charge will be
<br /> used to reduce the Price of the System
<br /> Rent will not be includable in Lessors gross income for federal income tax purposes. a or refunded. Q) The Lease may be executed
<br /> by one or more of the parties on any
<br /> Lessee causes Lessors after-tax economic yield to be adversely affected, to the extent number separate counterparts (which may be
<br />originals or copies sent by facsimile
<br /> permitted by law, Lessee shall pay Lessor, on demand, an amount which will cause transmission) each of which counterparts
<br /> shalt be original. ( Each Lease
<br /> Lessor to have the same economic return had such a loss not occurred. The term constitutes the entire agreement between
<br />Lessor and Lessee
<br /> ee with respect to the subject
<br /> "Lessor" shall include any affiliated group for filing consolidated returns. matter thereof and supersedes all previous writings, and understandings
<br /> any nature
<br /> whatsoever. No agent, employee, or representative of Lessor has any authority to bind
<br /> 15. DEFAULT: Any of the following shall constitute an Event of Default: (a) failure by Lessor to any representation or warranty
<br /> concerning the System and , unless such
<br /> Lessee to pay any Rent or other amounts payable under a Lease for a period of ten ( 10) representation or warranty is specifically
<br /> included in the Lease, it shall not be
<br /> days or more after Lessee's receipt of written notice thereof; (b) failure by Lessee to enforceable by Lessee against Lessor.
<br /> perform any other material term in any Lease or any other agreement of Lessee given in
<br /> connection with the Lease, and such failure continues uncured for twenty (20) days after
<br /> Lessee's receipt of written notice thereof; (c) the inaccuracy of any material
<br /> representation or warranty made by the Lessee in connection with any Lease which
<br /> failure or inaccuracy shall continue for a period of thirty days or more; (d) Lessee's
<br /> attempt to make a Transfer (as defined in Section 17 herein) without Lessors prior
<br /> written consent; (e) Lessee dissolves or ceases to exist; (f) Lessee becomes insolvent,
<br /> makes an assignment for the benefit of creditors, files a voluntary petition or has an
<br /> involuntary petition filed or action commenced against it under the United States
<br /> Bankruptcy Code or any similar federal or state law; or (g) failure by Lessee to perform
<br /> any of its obligations under any other Lease or agreement with Lessor.
<br /> 16 REMEDIES: If an Event of Default has occurred, Lessor shall have the right to
<br /> exercise one or more of the following remedies: (a) terminate and/or declare an Event of
<br /> Default under any Lease or other agreement with Lessee; (b) recover from Lessee all
<br /> Rent and any and all amounts then due and unpaid ; (c) to the extent permitted by
<br /> applicable law, recover from Lessee all Rent and other amounts to become due, by
<br /> acceleration or otherwise, such amounts described in subsection (c) being present
<br /> valued using the lesser of the applicable Lease Rate or such lower rate as may be
<br /> SLGMLPA 7112199
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