Exhibit 10.94

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|USE
        AGREEMENT
      
      between
      
      
      CSC of Tacoma LLC,as Owner
      
      and
      
      
      Correctional Services
        Corporation,as Operator
      
      Dated as of June 30, 2003



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TABLE OF CONTENTSPage1.
    Common
      understandings
    22.
    Utilization;
      Management Services
    43.
    Term
    54.
    Personnel
    55.
    Approvals
    66.
    Accreditation
    67.
    Equipment
      and Supplies
    68.
    Financial
      Matters; Payment of User Fee
    79.
    Operating
      Reserve Fund
    810.
    Intellectual
      Property
    811.
    Insurance
    812.
    Cooperation
    913.
    Records
    914.
    Confidentiality
    1015.
    Grievances
    1016.
    Representations
      and Warranties of Operator
    1017.
    Representations
      and Warranties of Owner
    1018.
    Indemnification
    1119.
    Waiver
      of Jury Trial
    1220.
    Events
      of Default and Remedies
    1221.
    Effect
      of Termination
    1522.
    Replacement
      Operator; Successor User
    1523.
    Damage, Destruction or Loss of Property; Obligation to Rebuild; Use of 
      Insurance Proceeds and Condemnation Awards
    1624.
    Amendment
    1625.
    Force
      Majeure
    1626.
    Relationship
      of the Parties
    1627.
    Governing
      Law
    1728.
    Entire
      Agreement
    1729.
    Notices
    17-i-
30.
    Counterparts
    1831.
    Invalidity
    1832.
    Assignment
    1833.
    Waiver
    1834.
    Survival
    1835.
    Further
      Assurances
    1936.
    Litigation
    1937.
    Third
      Party Rights
    1938.
    Nonrecourse
      Obligation
    1939.
    Disclaimer
      Regarding the Condition of the Property
    2040.
    Miscellaneous
    2041.
    Partial
      Consent Decree
    2142.
    Rate
      Covenant
    2143.
    Continuing
      Disclosure
    21-ii-
USE AGREEMENTTHIS AGREEMENT, was duly executed as of the 30th day of June, 2003, between CSC of Tacoma LLC (the Owner), a Delaware limited liability
company, the sole member of which is Correctional Services Corporation (Operator), a
Delaware corporation, and Operator.WHEREAS, the Owner is proceeding with the construction of and will own the detention facility to be
located in Tacoma, Washington (the Detention Facility) and designed to house up to 500
detainee aliens (expandable to 800) for the Bureau of Immigration and Customs Enforcement within
the Department of Homeland Security (whose duties, powers, functions and responsibilities with respect
to detainee aliens were formerly lodged in and exercised by the former United States Immigration
and Naturalization Service) (the INS); andWHEREAS, Owner is financing the design, construction and development of the Detention Facility with
the proceeds of the loan being made to the Owner by Washington Economic Development Finance Authority
(the Issuer), pursuant to the Loan Agreement dated as of June 1, 2003, between the Issuer
and the Owner (the Loan Agreement) of the proceeds of the Issuers Taxable Economic
Development Revenue Bonds (CSC of Tacoma LLC Detention Facility Project), Series 2003 (the Bonds)
to be issued pursuant to that certain Indenture of Trust between the Issuer and U.S. Bank National
Association, as Trustee, dated as of June 1, 2003 (the Indenture) in order to provide
financing for, among other things, the construction by the Owner of the Detention Facility; andWHEREAS, payment when due of scheduled principal and interest on the Bonds is insured by MBIA Insurance
Corporation (the Insurer); andWHEREAS, under the Loan Agreement Owner is obligated to repay the loan from the Issuer by paying to
the Trustee, for deposit under the Indenture, Loan Repayments and Additional Payments, as those terms
are defined in the Loan Agreement and is obligated to pay the Insurer any and all Reimbursement Obligations;
andWHEREAS, the Operator has entered into Contract No. ACL-2-C-0004 (Requisition Purchase Reg. DET-99-251),
dated as of July 26, 2002 as modified by Amendment/Modification No. A001 dated as of September 27,
2002, and Amendment/Modification No. A002 executed by the Operator on March 6, 2003, and by the INS
on March 17, 2003 (the INS Contract) with the INS for the construction, operation and
management of the Detention Facility to provide temporary housing, safekeeping, transportation and
temporary guard services for INS detainees; and
WHEREAS, the Owner desires to construct the Detention Facility and allow Operator to utilize the Detention
Facility in providing the services required under the INS Contract and any other Agency Contract;
andWHEREAS,
      this Agreement is intended to create a landlord-tenant relationship between
      the Owner as landlord and Operator as tenant under Washington law; and
WHEREAS, in consideration for the exclusive right to utilize the Detention Facility during the term
hereof and to induce Owner to undertake the financing and construction of the Detention Facility,
Operator will irrevocably pledge and assign all revenues derived from the Detention Facility to the
Trustee for the benefit of the Owner; andWHEREAS, Operator is in the business of managing detention and correctional facilities and desires
to use and operate the Detention Facility and provide management services with respect thereto in
providing the services required of it pursuant to the INS Contract and pursuant to any subsequence
Agency Contract (as defined in the Indenture); andWHEREAS, the Owner regards Operators expertise and experience to be critical to the successful
operation of the Detention Facility in the manner contemplated by the INS Contract, and the Owner
desires for Operator to utilize the Detention Facility in furtherance of the INS Contract; andWHEREAS, the Operator shall have the ultimate responsibility for the operation and management of the
Detention Facility, and shall be responsible for all interaction with INS and any other agency utilizing
the Detention Facility in matters relating to performance under the INS Contract and any Agency Contract
(collectively, the Contract).NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and
in consideration of the mutual covenants contained herein,IT IS AGREED AS FOLLOWS:1.Common understandings.Operator and the Owner both acknowledge and agree to the following as of the date of this Agreement:
(a)This Agreement and the rights and obligations of the parties hereunder
    shall be subject to the terms, provisions and conditions of the Contract so long as the
    Contract is in effect. In the event of a conflict between the terms of the Contract and the
    terms hereof, the terms of the Contract will prevail.(b)The Detention Facility will be operated by the Operator in accordance
    with the requirements of the Contract and all applicable permits, and Operator shall
    maintain in full force and effect any licenses, certifications or permits required for the
    operation of the Detention Facility in accordance with the INS Contract or any other
    Agency Contract requirements.(c)The Operator shall have the authority and responsibility to make
    contracts and leases for the procurement of services, equipment and supplies necessary
    for operation of the Detention Facility, subject to any limitations set forth in the INS
    Contract or any other Agency Contract.(d)Operator needs to have considerable discretion in the exercise of its
    responsibilities under this Agreement in order to operate and manage the Detention-2-
Facility. Subject to the limitations expressly set forth in this Agreement or applicable by law, therefore,
Operator shall be entitled to fulfill its obligations hereunder in the manner that it determines
is appropriate or necessary within the policies established by INS and in a manner consistent with
the INS Contract or by any subsequent governmental agency in a manner consistent with any Agency
Contract.(e)The Operator shall be solely responsible for the establishment of, and
      shall establish, policy and procedures for the Detention Facility in a manner consistent
      with the policies of INS or any other agency utilizing the Detention Facility and
      consistent with the terms of the INS Contract or any other Agency Contract.(f)In consideration of Owners making the Detention Facility available to
Operator pursuant to this Agreement, Operator shall pay Owner a user fee, in advance, on
the first day of each month throughout the term of this Agreement (the User Fee) with
such monthly installments commencing on the first day of the month immediately
following the date on which the Trustee receives the first payment from the INS pursuant
to the INS Contract and the Assignment of Claims and continuing on the first day of each
month thereafter. For the initial period through September 30, 2005, the User Fee shall
be in the amount of $6,483,560 per annum, payable in monthly installments of
$540,296.67 each. On each October 1, commencing October 1, 2005, the User Fee shall
be increased by an amount equal to two percent (2%) of the User Fee in effect for the
prior year. The Operator shall promptly provide written notice to the Trustee of each
adjustment in the amount of the User Fee. The User Fee shall be payable without
deduction, demand or setoff. Interest at the lesser of eighteen percent (18%) per annum
or the maximum rate permitted by law shall accrue on any amount of the User Fee which
is not paid within ten days after the date due and shall be payable on demand. If any
amount of the User Fee is not paid within ten (10) days after the date due, then Operator
shall also pay Owner a late fee equal to five percent (5%) of the amount due, payable on
demand.(g)To secure the payment and performance of all of its obligations under
      this Agreement and in consideration of Owners construction of the Detention Facility
      and making it available to Operator under this Agreement, Operator hereby assigns,
      pledges as collateral and grants a security interest to the Owner and the Trustee in (1) any
      and all amounts now or hereafter due to Operator or its successors or assigns under the
      INS Contract and any and all amounts now or hereafter due pursuant to any extensions,
      modifications, renewals or substitutions for that contract, (2) any Agency Contract of
      other contract or agreement hereafter entered into by Operator for the housing of
      prisoners or detainees at the Detention Facility and any extensions, modifications,
      renewals or substitutions of such contracts or agreements, and (3) all amounts on deposit
      from time to time in the funds and accounts established under the Indenture (collectively,
      the Collateral). In the event of any default hereunder, Owner and Trustee shall have, in
      addition to any other rights permitted by law, all of the rights of a secured party under the
      Washington State Uniform Commercial Code to the extent applicable hereto. Operator
      authorizes Owner and Trustee to file any financing statements or further assurances as
    may be required in order to perfect the security interest granted under this section.-3-
(h)Capitalized terms used herein without further
definition shall have the meanings assigned to such terms in the Indenture.2.Utilization; Management Services.Operator will utilize, manage and operate the Detention Facility subject to the terms of this Agreement
and in a manner consistent with the INS Contract requirements or with the requirements of any Agency
Contract. Operator shall at all times and at its sole cost and expense maintain, preserve and keep
the Detention Facility in good repair, working order and condition. Operator shall provide or ensure
the provision of the following services in connection with the Detention Facility and its operations:
(a)
    Business administration, including budgeting, financial and other recordkeeping, audits, and regulatorycompliance;(b)
    Acquisition of instructional materials, equipment, and supplies;(c)
    All maintenance (including cleaning services), repair, replacement and renewal of Detention Facility capitalimprovements, structures, furniture, fixtures, facilities and equipment, including, but not limited to, developing and implementing a preventive and routine maintenance plan and the keeping of adequate maintenance records;(d)
    Management of Detention Facility affairs, including implementation of policies affecting prisoner welfareand
      safety, and visitor relations;(e)
    Food service required by the INS Contract or any other Agency Contract;(f)
    Transportation services required by the INS Contract or any other Agency Contract;(g)
    Guard services required by the INS Contract or any other Agency Contract;(h)
    Staff training required by the INS Contract or any other Agency Contract;(i)
    Recreation and other program services required by the INS Contract or any other Agency Contract;(j)
    Other special prisoner services required by the INS Contract or any other Agency Contract;(k)
    Payment of all utilities, insurance, real estate and other taxes, and assessments on the Detention Facility andequipment and providing evidence to Owner of payment of same;(1)
    Conduct of grievance procedures and due process hearings required by law; and-4-
(m)
    Timely provide, with respect to the Operator, the information and the services required by Sections 5.5and 5.6 of the Loan Agreement; and(n)
    All other services required in the INS Contract or any other Agency Contract.3. Term.The Owner shall make the Detention Facility available exclusively to Operator effective upon the date
of completion of the Detention Facility in accordance with the terms of the Design and Development
Agreement dated as of June 1, 2003, between Owner and Operator (the Development Agreement),
and continuously thereafter for twenty (20) years after such date or until the earlier termination
of this Agreement in accordance with the provisions of paragraph 20 hereof (that entire period being
referred to herein as the term). The term of this Agreement shall be renewed for additional
terms beyond the initial term if and to the extent that INS elects to renew and extend the INS Contract
beyond the initial term or if the term of an Agency Contract is extended for additional periods of
time, co-terminus with any such extension.The
      Operator agrees, no later than the fourth (4th) anniversary of
      the date of completion of the Detention Facility in accordance with the
      terms of the Development Agreement, to use commercially reasonable efforts
      to request from the INS and pursue in good faith, renewal or extension of
      the INS Contract for an additional term beyond the initial term. No later
      than each anniversary of the commencement of the term of this Agreement,
      the Operator will submit a written strategy to the Insurer as to the means
      by which it will seek to obtain an extension of the INS Contract on terms
      no less favorable to Operator than the current INS Contract.4. Personnel.Except as otherwise required by law, all personnel engaged to operate the Detention Facility shall
be employed or otherwise contracted for by Operator. Such personnel shall include, without limitation,
guards, guards aides, administrators, and facilities maintenance staff. Operator shall pay
all personnel costs, including but not limited to compensation, employment taxes, workers compensation
and employee benefits, for employees employed by Operator at the Detention Facility. Personnel employed
by Operator at the Detention Facility who are issued firearms shall be trained in accordance with
the standards of INS and/or other applicable agencies and must comply with applicable laws, rules,
and regulations of INS, other applicable agencies and the State of Washington. Each employee shall
be recruited and hired by the Operator in accordance with the requirements set forth in the INS Contract
and any other Agency Contract and in accordance with all applicable federal and state law. Subject
to any limitations imposed by the INS Contract or by applicable law, Operator shall make all decisions
regarding hiring, compensation, termination of employment, assignments, and discipline of such personnel
in its sole discretion. The Operator will make accommodations for, cooperate with and provide all
assistance to INS personnel at the Detention Facility as shall be required by the INS Contract. The
Owner and the Operator will accommodate and work with INS personnel at the Detention Facility in
accordance with the INS Contract.
-5-
5.Approvals.For purposes of any approvals required to be given by Owner, approval may be given from time to time
by such person or persons as may be designated in a written instrument signed and dated by a Manager
of the Owner and delivered to Operator. Each such designation shall remain in effect until it is
expressly revoked in a written instrument signed and dated by a Manager of the Owner and delivered
to Operator. Operator shall be entitled to rely on any such designation that Operator believes in
good faith to meet the requirements of this Agreement. The person authorized to provide approvals
on behalf of the Owner as of the date of this Agreement and until such time of change is a Manager.6.            Accreditation.The Operator shall at all times operate the Detention Facility in accordance with all applicable federal,
state and local laws, rules and regulations. Without limiting the foregoing, the Operator shall operate
the Detention Facility in accordance with all requirements of the INS Contract, in compliance with
State of Washington law, and the standards of the most recent edition of the American Correction
Association (ACA), Standards for Adult Local Detention Facilities, and the most recent
edition of the National Commission on Correctional Health Care (NCCHC), Standards for
Health Services in Jails; it being understood, however, that, in accordance with the INS Contract,
the United States Public Health Service shall be responsible for providing medical and healthcare
services for INS detainees in the Detention Facility and that the Operator shall not have the right
to control the delivery of medical or healthcare services for INS detainees at the Detention Facility or to ensure compliance by the Public Health Service with NCCHC
Standards for Health Services in Jails, and that the Operator shall not be deemed to be in breach
or default of this Agreement as a result of any failure on the part of the Public Health Service
to comply with those standards at the Detention Facility. The Operator agrees to obtain ACA accreditation
and NCCHC accreditation of the Detention Facility within the time frames set forth in the INS Contract;
provided, however, that, in light of the fact that, in accordance with the INS Contract, the United
States Public Health Service shall be responsible for providing medical and healthcare services for
INS detainees in the Detention Facility and that the Operator shall not have the right to control
the delivery of medical or healthcare services for INS detainees at the Detention Facility or to
ensure compliance by the Public Health Service with NCCHC Standards for Health Services in Jails
the Operator shall not be deemed to be in breach or default of this Agreement if it shall be unable
to obtain NCCHC accreditation due to any failure on the part of the Public Health Service to comply
with those standards at the Detention Facility.7.Equipment and Supplies.The Owner shall provide to Operator and make available for Operators use in connection with the
operation and management of the Detention Facility during the entire term of this Agreement all of
the items of furniture, fixtures and equipment necessary for the operation of the Detention Facility
set forth in the specifications attached to the Development Agreement. All furniture, fixtures and
equipment set forth in those specifications and provided by the Owner to Operator and all furniture,
equipment and fixtures subsequently purchased for the Detention Facility, whether purchased by the
Owner or the Operator, shall be and remain the property of
-6-
the Owner. The Operator shall be responsible, at its expense, to provide all replacements to the furniture,
fixtures and equipment provides by the Owner hereunder and any supplies and additional or other equipment,
furniture and fixtures necessary for the continued operation of the Detention Facility, except for
equipment, furniture and fixtures provided by the INS, the U.S. Public Health Service or any other
agency utilizing the Detention Facility.
8.            Financial Matters; Payment of User Fee.(a)Funds.The Operator hereby agrees that, for so long as any Bonds remain outstanding under the Indenture, any
and all revenues, income and receipts of any nature in any form, derived by the Operator from the
operation and management of the Detention Facility, including, without limitation, all amounts due
or to become due from INS as a result of performance of the INS Contract (collectively, Operating
Revenues) shall be paid to the Trustee to be deposited in the Revenue Fund established under
the Indenture, as and when received consistent with the Assignment of Claims by and between Operator
and Trustee, and shall be disbursed by the Trustee as provided in the Indenture.The Indenture provides that, on a monthly basis, the User Fee shall be applied first to make all payments
and deposits required under Paragraphs First through Eighth of Section 5.04 of the Indenture, and
that except as provided in Section 5.04 of the Indenture after all required payments and deposits
have been made thereunder, the remaining balance of the User Fee shall be disbursed by the Trustee
to the Owner and all remaining Operating Revenues, if any, in excess of the monthly installments
of the User Fee then due and payable, and any other amounts required to be funded by the Operator
under the Indenture, shall be transferred by the Trustee to the Operator.The parties hereto intend that the User Fee and all other amounts payable hereunder shall be net to
the Owner. The Operator shall pay or cause to be paid, all liabilities, all required local, state
and federal taxes including, without limitation, income, franchises, gross receipts, sales, use,
documentary, stamp, excise and personal property taxes, real estate taxes, assessments, licenses,
registration fees, freight and transportation charges and any other charges imposed or liabilities
incurred with respect to the ownership, possession or use of the Detention Facility, payment of the
User Fee or any other payments by the Operator hereunder, and any penalties, fines or interest imposed
on the Operator hereunder, and any penalties, fines or interest imposed on any of the foregoing,
during the term of this Agreement, and the Operator will pay all reasonable expenses incurred by
the Owner or the Trustee in connection with all filings or recordings of any documents relating to
this Agreement or the Owners or the Trustees rights hereunder. Notwithstanding the foregoing,
pursuant to the Indenture the Trustee shall pay the costs of insurance and taxes coming due on the
Detention Facility and the site thereof, and such payments shall be a credit against the obligation
of the Operator to pay such amounts under this Agreement; provided, however, that the Operator shall
be required to replenish the Insurance and Property Taxes Fund established under the Indenture in
monthly installments as provided in the Indenture.-7-
(b)            The Operator
shall be responsible for all costs of operation and
maintenance of the Detention Facility. The Owner shall have no obligation,
responsibility or liability for any operating costs associated with the Detention Facility.(c)            The Operator shall assist
the Owner in preparing the annual operating
budget for the Detention Facility required by the Loan Agreement.9.            Operating Reserve Fund.In addition to and after payment of the User Fee from the Operating Revenues, the Operator also agrees
to utilize Operating Revenues to fund, in 48 equal monthly installments of $12,500, deposits into
the Operating Reserve Fund until the balance on hand in such Fund is equal to $600,000. Thereafter,
if and to the extent that the balance in the Operating Reserve Fund shall ever be less than $600,000,
the Operator shall use Operating Revenues next available after payment of the User Fee then due,
to make additional monthly deposits into such Operating Reserve Fund until the balance on hand therein
is at least equal to $600,000. Such deficiency shall be cured by substantially equal monthly deposits
by the Operator over (a) a twelve (12) month period if such deficiency results from a withdrawal
or (b) over a four month period if such deficiency results from calculation of the value of investments
on deposit in the Operating Reserve Funds.Pursuant to the provisions of the Indenture, the Operator shall have the ability to requisition amounts
on deposit in the Operating Reserve Fund for the sole purpose of paying the actual costs of operation
and maintenance of the Detention Facility to the extent that Operating Revenues available to the
Operator for such purpose are insufficient, subject to the obligation to restore such amounts as
set forth above.10.          Intellectual Property.As between Operator and the Owner, all rights of any nature, including, without limitation, any copyrights
and any trademark or service mark rights (together with any goodwill appurtenant thereto) (Rights)
in and to the Detention Facility or administrative materials created by Operator, and all rights
in and to materials created, adapted or modified by Operator for use in connection with the Detention
Facility, shall be owned exclusively by Operator.11.          Insurance.The Operator will purchase and maintain, and cause its subcontractors to purchase and maintain throughout
the term of this Agreement, all insurance coverages by insurers acceptable to Owner and the INS as
required by the INS Contract and Section 6.6 of the Loan Agreement, including insuring the value
of the Detention Facility at 100% replacement cost, general liability coverage, business interruption
insurance, workers compensation coverage, civil rights liability coverage, vehicle liability
coverage and all other coverages and forms of insurance customary with respect to similar detention
facilities. For the purpose of assuring that funds are available for the purchase of such insurance,
the Operator shall be responsible for funding the Insurance and Property Taxes Fund established under
the Indenture to the extent required by and in accordance with the terms of the Indenture; and the
amounts on deposit in such Fund may be
-8-
used to purchase such insurance. To the extent that the amount on deposit in the Insurance and Property
Taxes Fund is insufficient to purchase such insurance or if such Fund is not used to pay for such
insurance, the Operator shall immediately pay the amount of such deficiency to the Trustee or, at
the Operators expense, shall immediately procure such insurance directly; and the Operator,
to the extent required under the Indenture, shall be responsible for replenishing the Insurance and
Property Taxes Fund to the extent required under the terms of the Indenture.The cost of such insurance will be paid by the Operator. Upon request of the Owner, Operator will provide
evidence satisfactory to the Owner of such insurance, including without limitation, a certificate
of insurance or a copy of such insurance policy. Each policy of insurance shall provide that it shall
not be cancelled without at least 30 days prior written notice to Owner.The Owner and the Trustee shall be named as an additional insured under all liability insurance policies
purchased and maintained by the Operator, and the Trustee shall be named as an insured mortgagee
and loss payee, as its interests may appear, on all property and casualty insurance policies consistent
with the requirements of the Loan Agreement and the Deed of Trust.12.          Cooperation.The
  Owner agrees to cooperate with Operator at no cost to Owner in filing all forms,
  notification, reports and information in obtaining all consents, authorizations
  and approvals required or desirable in connection with this Agreement and in
  performing on behalf of the Owner the obligations required by sections 5.5,
  5.6 and 8.5 of the Loan Agreement and Section 22 of this Agreement. The Owner
  agrees to act promptly in the event of an emergency or in the event that a major
  decision with respect to any aspect of the Detention Facility must be made immediately.
  The Owner also agrees to enter into agreements and grant contracts relating
  to the Detention Facility, either solely or in conjunction with Operator, when
  necessary because of the Owners property ownership or Owner status so
  long as such agreements and contracts are not inconsistent with the terms, conditions
  and covenants set forth in the INS Contract, the Indenture, any Agency Contract,
  the Loan Agreement or any other document securing the Bonds.
13.          Records.(a) Operator shall keep current, complete and accurate books, accounts and
    records in connection with the operation and management of the Detention Facility. The
    original records necessary for the operation and management of the Detention Facility
    shall be the property of the Owner, but shall be in the possession of Operator during the
    term of this Agreement. Operator, the Owner, the Insurer and the Trustee shall be
    entitled to inspect and make copies of such records at any time. All books, accounts and
    records shall be retained in accordance with Operators record retention policy, subject to
    the requirements set forth in the INS Contract.(b) Within one hundred (100) days of the end of the Operators fiscal year, a
    copy of the audited financial statements of the Operator (with the supplemental
    information regarding the Project) and within forty-five (45) days after the close of each-9-
quarter of the Operators fiscal year, a copy of the unaudited financial statements of the Operator
shall be sent to the Trustee and the Insurer.(c) The Trustee and the Insurer shall have the right to receive such additional
    information as it may reasonably request, including without limitation copies of the
    Annual Budget.(d) The Operator will permit the Trustee and the Insurer to discuss the affairs,
    finances and accounts of the Operator or any information the Trustee or the Insurer may
    reasonably request regarding the security for the Bonds with appropriate officers of the
    Operator, and will grant the Trustee and the Insurer access to the facilities, books and
    records of the Operator on any business day upon reasonable prior notice.(e) The Operator shall promptly notify the Insurer of the occurrence of any event of default by the Operator under any of its bank loans or other credit facilities.14.          Confidentiality.Operator shall maintain all confidential personnel and prisoner records in the manner required by law
and shall obtain all necessary approvals and consents for access to such records. The Owner agrees
to cooperate with and assist Operator in obtaining such approvals and consents.15.          Grievances.Operator shall be responsible for conducting all grievance or complaint procedures and due process
hearings to which prisoners, guards, or others may be entitled by law or pursuant to policies approved
by INS.16.          Representations and Warranties of Operator.Operator represents and warrants that it is a Delaware corporation in good standing and that it has
applied for and has obtained a certificate of authority to conduct activities in the State of Washington
and that the undersigned has full corporate authority to execute this Agreement on behalf of Operator;
and that the performance of the terms and conditions of this Agreement will not constitute a violation
of the governing documents or other contracts or obligations of Operator.
17.          Representations and Warranties of Owner.The Owner represents and warrants that it is a Delaware limited liability company; that the only member
of the Owner is the Operator; that the performance of the terms and conditions of this Agreement
will not constitute a violation of the certificate of formation, limited liability company agreement,
governing documents or other contracts or obligations of the Owner.
-10-
18.      Indemnification.(a)Indemnification by Operator of the Owner.Operator shall defend in any action at law, indemnify and hold the Issuer, the members of Owner, the Owner and/or their attorneys, managers, directors, supervisors, officials, agents, advisors, and employees (the Indemnified Parties) harmless from and against:(i)Claims arising from:(A)              A breach or default on the part of the Operator in the performance of this Agreement or the INS Contract;(B)              A claim or loss for services rendered by Operator, or by any person or firm performing or supplying services, materials or supplies in connection with the performance of this Agreement;(C)              A claim or loss to any person injured or property damaged from the acts or omissions of Operator, its officers, agents, or employees in the performance of this Agreement;(D)              A failure by Operator, its officers, directors, agents, or employees to observe the Constitution, laws, regulations, ordinances or orders of the United States, the INS, and the State of Washington or any applicable local laws, regulations or ordinances; and(E)              A claim or loss resulting from an act or omission of inmates proximately caused or permitted by Operators negligent management or operation of the Detention Facility.(ii)Costs, reasonable attorneys fees, expenses, and liabilities incurred in or about such claim, action, or proceeding brought thereon.(iii)Any
      and all liabilities (including strict liability), actions, demands, penalties,
      losses, costs or expenses (including, without limitation, consultants fees,
      investigations and laboratory fees, reasonable attorneys fees, expenses
      and remedial costs), suits, costs of any settlement or judgments and claims
      of any and every kind whatsoever which may now or in the future be paid,
      incurred or suffered by or asserted against the Indemnified Parties, INS
      or by any person or entity or governmental agency for and as a result of
      Operators actions, the presence on, or the escape, seepage, leakage,
      spillage, discharge, emission or release from the Detention Facility of
      any Hazardous Materials or Hazardous Materials Contamination or arise out
      of or result from the environmental condition of the Detention Facility
      or the applicability of any of any state or federal laws relating to Hazardous
      Materials (including, without limitation, CERCLA or any so-called federal,
      state or local Superfund or Superlien laws, statute,
      law ordinance, code, rule, regulation, order or decree) (collectively, Hazardous
      Materials Laws).-11-
Said indemnification shall not be applicable to any claim, injury, death or damage to property arising
out of any act or omission on the part of the Indemnified Parties or independent contractors (other
than Operator) who are directly responsible to the Owner. Further said indemnification will not be
applicable to any and all events, circumstances, or occurrences which occur at the Detention Facility
after the expiration of this Agreement.In case any action or proceeding is brought against the Indemnified Parties by reason of any above
listed claim, Operator, upon notice, shall defend against such action. Notice under this section
shall be given to Operator within thirty (30) days of receipt of same. Neither the Operator nor the
Owner will enter into any settlement with respect to any claim without first obtaining approval of
the other parties.(b)         Indemnification of Operator by the Owner.The Owner shall indemnify and hold Operator, its officers, directors, attorneys, advisors, agents and
employees harmless for and against:(i)       A breach or default on the part of the Owner in the performance
of this Agreement (unless caused by the Operators breach of any of its obligations);(ii)      A claim or loss to any person injured or property damaged from the acts or the omissions of the
Owner, its officers, directors, agents, attorneys, advisors, or employees (other than Operator and
its directors, officers, agents or employees) in the performance of this Agreement; and(iii)     A failure of the Owner, its officers, directors, attorneys, agents, advisors, or, employees to
observe the laws of the United States and of the State of Washington.19.         Waiver of Jury Trial.TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE RELATED DOCUMENTS AND INSTRUMENTS AND
THE ACTIONS OR INACTIONS OF THE OWNER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
THEREOF.
20.         Events of Default and Remedies.The following constitute Events of Default under this Agreement:(a)         failure by the Operator to pay to Trustee, as assignee of the Owner, when due the User Fee or any
installment thereof or to pay any other payment required to be paid hereunder;-12-
(b)        failure by the Operator to maintain insurance on the Detention Facility in
    accordance with Section 11 hereof;(c)        failure by the Operator to observe and perform any other covenant,
    condition or agreement contained herein or in any other document or agreement executed
    in connection herewith on its part to be observed or performed for a period of thirty (30)
    days after written notice is given to the Operator specifying such failure and requesting
    that it be remedied; provided, however, that, if the failure stated in such notice cannot be
    corrected within such thirty (30) day period, Owner will not reasonably withhold its
    consent to an extension of such time if corrective action is instituted by the Operator
    within the applicable period and diligently pursued until the default is corrected;(d)        initiation by the Operator of a proceeding under any federal or state
    bankruptcy or insolvency law seeking relief under such laws concerning the indebtedness
    of the Operator;(e)the Operator shall be or become insolvent, or admit in writing its inability
    to pay its debts as they mature, or make an assignment for the benefit of creditors; or the
    Operator shall apply for or consent to the appointment of any receiver, trustee or similar
    officer for it, or for all or any substantial part of its property; or such receiver, trustee or
    similar officer shall be appointed without the application or consent of the Operator; or
    the Operator shall institute (by petition, application, answer, consent or otherwise) any
    bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution,
    liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any
    such proceeding shall be instituted (by petition, application or otherwise) against the
    Operator; or any judgment, writ, warrant of attachment or execution or similar process
    shall be issued or levied against a substantial part of the property of the Operator;(f)        determination by Owner that any material representation or warranty made
    by the Operator or in any other document executed in connection herewith was untrue in
    any material respect when made; or(g)        the occurrence of a default under the INS Contract or any Agency
    Contract.Whenever any Event of Default shall have occurred and be continuing, Owner shall have the right, at
its sole option without any further demand or notice, to take any one or any combination of the following
remedial steps and such other steps which are accorded to the Owner, by applicable law:
(i)          by notice to the Operator and the Trustee, terminate this Agreement and all right, title and interest
of Operator hereunder;(ii)         at the direction of the Insurer and with the consent of INS, terminate this Agreement and provide
for a successor Operator acceptable to the Insurer and the INS;-13-
(iii)         take possession of the Detention Facility, without any court order or other process of law and
without liability for entering the premises, and lease, sublease or make other disposition of the
Detention Facility for use over a term in a commercially reasonable manner, all for the account of
the Owner;(iv)         proceed by appropriate court action to enforce specific performance by the Operator of the applicable
covenants of this Agreement or to recover for the breach thereof, including the payment of all amounts
due from the Operator. The Operator shall pay or repay to Trustee or the Owner all costs of such
action or court action, including, without limitation, reasonable attorneys fees; and(v)           take whatever action at law or in equity may appear necessary or desirable to enforce its rights
hereunder and with respect to the Detention Facility. The Operator shall pay or repay to Trustee
or the Owner all costs of such action or court action, including, without limitation, reasonable
attorneys fees.No remedy herein conferred upon or reserved to the Owner is intended to be exclusive and every such
remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement
or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power
accruing upon any Event of Default shall impair any such right or power or shall be construed to
be a waiver thereof, but any such right or power may be exercised from time to time and as often
as may be deemed expedient. In order to entitle the Owner to exercise any remedy reserved to it in
this Section, it shall not be necessary to give any notice other than such notice as may be required
by this Section. All remedies herein conferred upon or reserved to the Owner shall survive the termination
of this Agreement.If
      an Event of Default occurs hereunder, Owner may communicate with the INS
      and its representatives regarding the Event of Default, Operator, the operation
      of the Detention Facility or any other matter and may negotiate with the
      INS regarding the Detention Facility, the INS Contract and the use and operation
      of the Detention Facility; and none of those actions or any related actions
      or communications shall be deemed to constitute interference, intentional
      or otherwise, by Owner with the INS Contract or Operators relationship
      with the INS or be deemed to be disclosure of any information which arguably
      may be considered confidential. However, Owner shall not be under any obligation
      to take any of the foregoing actions.Owner and its agents and representatives may from time to time enter the Detention Facility to inspect
and to assure that Operator is complying with its obligation under this Agreement. If Operator fails
to satisfy any of its obligations hereunder, then, regardless of whether an Event of Default has
occurred or has been declared, Owner, Trustee or Insurer may cure the failure; and Operator, on demand,
shall reimburse Owner, Trustee or Insurer for any cost and expense incurred by Owner in curing the
failure, together with interest at the rate set forth in Section l(f) of this Agreement.
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21. Effect of Termination.Subject to Section 20 hereof, in the event this Agreement is terminated by either party for any reason,
Operator shall be under no further obligation to begin, continue or complete any undertakings or
activities contemplated by this Agreement, subject, however, to the responsibility of Operator to
provide continuous services under the INS Contract. The termination of this Agreement shall in no
way affect or impair any right which has accrued to either party hereto prior to the date when such
termination shall become effective. In order to facilitate an orderly transition, the parties agree
that in the event of any such termination, the parties shall reasonably cooperate with each other
to develop a mutually agreeable transition plan to assure minimal disruption in the Detention Facility
and to cooperate in preparing for and addressing any termination proceedings.22. Replacement Operator; Successor User.In the event the Operator defaults under the INS Contract or if INS opts to continue to utilize the
Detention Facility but replace the Operator, Owner will undertake its best efforts in good faith
to find a substitute Operator acceptable to INS and agrees to allow the assignment of this Agreement
to such substitute Operator or to enter into a substantially similar agreement with such substitute
Operator for the continued operation and utilization of the Detention Facility in compliance with
the terms of the INS Contract, if assumed by such substitute Operator, or any similar agreement with
INS for the provision of services to INS similar to those to be provided under the INS Contract.In the event the INS Contract expires and INS does not desire to utilize the Detention Facility, the
Owner and Operator shall use their best efforts to market the use of the Detention Facility to other
federal, state or local agencies and bodies in order to maximize the revenues derived therefrom.In the event the INS Contract is renewed or replaced, the Operator hereby agrees to execute an assignment
of claims in favor of the Trustee and take all necessary actions to effectively continue the assignment
and pledge of all Revenues to the Trustee in the manner contemplated by this Agreement and the Indenture.The Owner hereby agrees to require any successor or substitute operator of the Detention Facility,
to assign and pledge to the Trustee all Revenues derived from the Detention Facility in the manner
contemplated by this Agreement and the Indenture.The Operator agrees that it will not utilize the existing Seattle INS facility except for any transition
period with respect to the startup of the Detention Facility or in an overflow (over 100% occupancy
at the Detention Facility) or emergency situation.The Operator agrees to give prompt written notice to the Insurer, the Owner and the Trustee if it receives
any notice from INS that INS is exercising the termination for convenience provisions of the INS
Contract.
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23. Damage, Destruction or Loss of Property; Obligation to Rebuild; Use of Insurance Proceeds andCondemnation Awards.If prior to full payment of all Bonds and all Reimbursement Obligations (or provision for payment thereof
having been made in accordance with the provisions of the Indenture), the site of the Detention Facility
as described in the Deed of Trust (the Project Site) or the Detention Facility or any
other property of the Owner located thereon (the Property), or any part or component
of the Property, shall be damaged or destroyed, by whatever cause, or shall be taken by any public
authority or entity in the exercise of or acquired under the threat of the exercise of its power
of eminent domain, there shall be no abatement or reduction in the User Fee and other amounts payable
under this Agreement, and the Operator will apply any insurance proceeds or condemnation awards resulting
from claims for such losses or takings as provided in this Section. If prior to full payment of all
Bonds (or provision for payment thereof having been made in accordance with the provisions of the
Indenture), the Property, or any part or component of the Property having a value of more than $50,000
shall be damaged, destroyed, or the Property or any part or component of the Property having a value
of more than $50,000 shall be taken by eminent domain or the threat of exercise of eminent domain,
the Operator shall promptly give, or cause to be given, written notice thereof to the Owner and the
Trustee, shall continue to pay all amounts payable hereunder and shall proceed promptly to repair,
rebuild, restore or replace the property damaged, destroyed or taken, with such changes, alterations
and modifications (including the substitution and addition of other property) as may be directed by the Owner.24. Amendment.This Agreement may be amended only by a written instrument executed on behalf of both Operator and
the Owner (with a copy to the Trustee) only with the prior written consent of the Insurer.25. Force Majeure.Notwithstanding any other provision of this Agreement, neither party hereto shall be liable, during
the period of delay or inability to perform, for any delay in performance or inability to perform
due to acts of God or the public enemy, war, riot, embargo, fire, explosion, sabotage, flood, accident;
or without limiting the foregoing any circumstances of like or different character beyond its reasonable
control; or labor trouble from whatever cause arising (other than the duty to pay User Fees, utilities,
taxes, insurance premiums and other costs and expenses associated with the Detention Facility).26. Relationship of the Parties.The relationship of Operator and the Owner hereunder shall be solely that of independent contractors
and landlord and tenant and nothing herein shall be construed to create or imply any relationship
of employment, agency or partnership or any relationship other than that of independent contractors
and landlord and tenant. Operator and the Owner acknowledge and agree that each of them is engaged
in a separate and independent business and neither shall state, represent or imply any control over
the business of the other.
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27. Governing Law.This Agreement shall be governed by and construed in accordance with the internal laws of State of
Washington without giving effect to the principles of conflict of laws.28. Entire Agreement.This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior agreements
and understandings, written or oral, between the parties relating to the subject matter hereof.29. Notices.All notices, requests, demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given if: (i) delivered by hand, (ii) sent by overnight courier service,
or (iii) sent by certified or registered mail, postage prepaid, return receipt requested, to the
party to whom such notice is intended to be given at the addresses set forth herein. Any notice delivered
in the manner provided above will be deemed given at the time of receipt. Until changed by notice
in the manner provided above, the addresses of the parties are as follows:
To the Owner:
    CSC of Tacoma LLC 
    c/o AMACAR Group, LLC 
    6526 Morrison Blvd., Suite 318 
    Charlotte, NC 28211andCSC of Tacoma LLC 
    c/o Correctional Services Corporation 
    1819 Main Street, Suite 1000 
    Sarasota, Florida 34236 
    Attention: James Slattery 
    Telephone: (941) 953-9199 
    Facsimile: (941) 953-9198To the Operator:
    Correctional Services Corporation 
    Suite 1000 
    1819 Main Street 
    Sarasota, FL 34236 
    Attention: John R. Mentzer, III 
    Telephone: (941) 953-9199 
    Facsimile: (941) 953-9198-17-
To the Insurer:
    MBIA Insurance Corporation 
    113 King Street 
    Armonk, New York 10504 
    Attention: Surveillance 
    Telephone: (914) 765-3533 
    Facsimile: (914) 765-366530.           Counterparts.This Agreement may be executed in one or more counterparts, each of which shall constitute an original
and all of which, taken together, shall constitute one original.31. Invalidity.If any provision of this Agreement, including without limitation any grant of authority by the Owner
to Operator, is held to be invalid, unlawful or unenforceable, such provision shall be revised or
applied in a manner that renders it valid, lawful and enforceable to the fullest extent possible.
In such event, the parties agree to use their best efforts to revise or apply such provision in accordance
with the intent of this Agreement. The invalidity of any particular provision of this Agreement shall
not affect any other provision hereof.32.           Assignment.Except as provided below and the assignment to the Trustee as contemplated in the Indenture and in
the Assignment of Claims referenced herein, Operator shall not assign, subcontract or sublicense
any of its rights or obligations hereunder without the prior written consent of the Insurer; provided,
however, that Operator may, without the consent of the Owner, assign or subcontract the performance
of (but not responsibility for) any duties and obligations of Operator hereunder in a manner consistent
with the INS Contract or any other Agency Contract as provided above. The Operator may, upon 60 days
notice to, but without the consent of, the Owner, assign all of its rights and obligations hereunder
to any entity with the prior written approval of INS and the Insurer. Except as provided in this
Section, the rights created by this Agreement shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors, heirs and assigns of the respective parties hereto.33. Waiver.No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision.
No such waiver shall be binding unless it is in writing and no waiver will be held to continue unless
otherwise expressly stated by the party waiving the provision. Waiver of a breach shall not constitute
a waiver of any subsequent breach of that term or of any other term or provision.34. Survival.The provisions contained in paragraphs 10 (Intellectual Property), 18 (Indemnification), 21 (Effect
of Termination), and 22 (Replacement Operator; Successor User) shall survive the termination of this
Agreement and remain in full force and effect.
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35. Further Assurances.In order to more fully assure each party of the benefit of contracting hereunder, each party agrees
to deliver to the other party such confirmations of fact, records, certificates, instruments of assignment
and other documents and things as may be reasonably requested by the other party to carry out the
purposes of this Agreement.36. Litigation.(a) Prior Occurrence.  The Operator shall remain solely responsible for any
    losses or costs resulting from litigation pending at the time this Agreement becomes
    effective or for lawsuits arising thereafter relating to events or conditions which occurred
    or existed prior to the effective date of this Agreement.(b) Post Conviction Action.  Owner shall not be responsible for defense of
    any post conviction action, including appeals and writs of habeas corpus filed by any
    inmate challenging the underlying judgment of conviction or the administration of the
    sentence imposed.37. Third Party Rights.INS, the Insurer and the Trustee are hereby specifically named as third party beneficiaries to this
Agreement. The parties hereto expressly acknowledge that INS shall maintain a high level of control
over the operations and management of the Detention Facility. To that end, (i) to the extent of any
conflict between the terms of this Agreement and the terms of the INS Contract, the terms of the
INS Contract will prevail; (ii) subject to the terms of this Agreement, the Owner may not terminate
or replace the Operator without the prior written consent of INS; and (iii) no amendment to or modification
of the terms of this Agreement shall be valid or effective unless and until approved by INS and the
Trustee. The provisions of this Agreement are otherwise for the sole benefit of the parties hereto
and shall not be construed as conferring any rights to any other person other than INS and the Trustee
as specified herein.38. Nonrecourse Obligation.Notwithstanding anything to the contrary contained in this Agreement, but without in any manner releasing,
impairing or otherwise affecting this Agreement or the INS Contract, the liability and obligation
of the Operator for the payment of the User Fee shall be non-recourse to the Operator and upon the
occurrence of an Event of Default under Section 20(a) of this Agreement, the liability of Operator
for any and all such Events of Default shall be limited to and be satisfied solely out of User Fees
then due and payable, any and all amounts due to Operator under the INS Contract, all Operating Revenues
(as defined in this Agreement) available therefor and all other Collateral, as defined in Section
l(g) above. Owner shall not have the right to allocate and demand payment for any User Fee not then
due and payable at the time of the occurrence of the Event of Default.Notwithstanding the limitation contained in the first subsection of this Section 38, nothing contained
in this Section 38 shall be deemed to prejudice the rights of Owner or Trustee to (i) proceed against
any entity or person whatsoever, including Operator with respect to the
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enforcement of
      any leases, contracts, warranties, bonds, policies of insurance or other
      agreements, including compliance with any of the terms, covenants and conditions
      of this Agreement, including, but not limited to, Section 18 hereof, the
      INS Contract or the Assignment of Claims; and/or (ii) recover damages against
      Operator for fraud, failure to maintain insurance, misrepresentation or
      waste; and/or (iii) recover any payments made by INS under the INS Contract
      which were not paid to the Trustee under the Assignment of Claims; and/or
      (iv) recover any condemnation proceeds or insurance proceeds or other similar
      funds or payments attributable to the Detention Facility or the INS Contract,
      which may have been misapplied by Operator or which under the terms of this
      Agreement, the Deed of Trust or the Assignment of Claims should have been
      paid to Trustee; and/or (v) recover any revenue paid to or held by Operator
      in connection with the Detention Facility, and/or (vi) recover any costs,
      expenses or liabilities, including attorneys fees, incurred by Trustee
      and arising from any breach of any warranty or indemnity agreement given
      to Trustee (including, without limitation, the Environmental Indemnity Agreement);
      or any order, consent decree or settlement, in each instance, relating to
      the cleanup of hazardous substances, or any other environmental provision
      relating to the Detention Facility or any portion thereof. Operator shall
      be personally liable for Operators obligations arising in connection
      with the matters set forth in the foregoing clauses (i) to (vi) inclusive.39.      Disclaimer Regarding the Condition of the Property.OPERATOR HAS BEEN GIVEN THE OPPORTUNITY TO REVIEW PLANS, SPECIFICATIONS, AND CONSTRUCTION CONTRACTS
WITH RESPECT TO THE DETENTION FACILITY, AND UPON COMPLETION OF CONSTRUCTION WILL BE GIVEN THE OPPORTUNITY
TO INSPECT THE DETENTION FACILITY, AND IS AND WILL BE RELYING SOLELY ON ITS OWN REVIEW AND INSPECTION
IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT. OPERATOR SHALL ASSUME THE RISK THAT ADVERSE
MATTERS CONCERNING THE DETENTION FACILITY MAY NOT HAVE BEEN REVEALED BY OPERATORS REVIEW AND
INSPECTION AS AFORESAID. OWNER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED CONCERNING OR WITH RESPECT TO THE DETENTION FACILITY DESCRIBED HEREIN, INCLUDING
COVENANTS, AGREEMENTS, OR GUARANTIES CONCERNING (A) THE NATURE, QUALITY OR CONDITION OF THE DETENTION
FACILITY OR ANY OF THE FIXTURES OR EQUIPMENT THEREIN; (B) THE SUITABILITY OF THE DETENTION FACILITY
OR ANY OF THE FIXTURES OR EQUIPMENT THEREIN FOR ANY USE OR PURPOSE; OR (C) THE MERCHANTABILITY OF
THE DETENTION FACILITY OR ANY OF THE FIXTURES OR EQUIPMENT THEREIN. OPERATOR HEREBY ACCEPTS THE DETENTION
FACILITY, AS IS, WITH ALL FAULTS AND DEFECTS OF ANY NATURE WHATSOEVER. OPERATOR SHALL
NOT HAVE ANY RIGHT OF RECOURSE AGAINST OWNER ON ACCOUNT OF ANY LOSS, COST OR EXPENSE SUFFERED OR
INCURRED BY OPERATOR WITH REGARD TO ANY OF THE PRECEDING MATTERS.

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40. Miscellaneous.The recitals and preamble to this Agreement are a substantive part hereof and shall be interpreted
and given effect as such and are incorporated into this Agreement by this reference.Captions used herein are for convenience of reference only and shall not be used to interpret this
Agreement. If Owner engages an attorney to enforce its rights under this Agreement, then, whether
or not suit is filed, Operator shall reimburse Owner, on demand, for the reasonable fees of Owners
counsel and any costs incurred in connection therewith. If any matter hereunder requires Owners
consent or approval, then Owner may give, withhold, condition or delay its consent or approval at
its sole and absolute discretion.41. Partial Consent Decree.Because a portion of the site of the Detention Facility (the Project Site) lies within
the boundaries of the Tacoma Tideflats Superfund Site, the Project Site is subject to a Partial Consent
Decree for DeMinimus Settlement dated May 10, 1991 entered in the United States District Court for
the District of Washington to which the United States Environmental Protection Agency (the EPA)
is a party (the Partial Consent Decree). The Owner has joined in the Consent Decree as
a Settling Defendant for purposes of such Partial Consent Decree. The Operator and the
Owner each hereby acknowledges and agrees that the Operators possessory interest in the Project
Site is subject to the provisions of the Partial Consent Decree relating to access, institutional
controls, and due care, and the Owner, as a Settling Defendant, and the United States of America
each retain the right to enter the Project Site to enforce the terms of the Partial Consent Decree.42. Rate Covenant.Owner
  and Operator covenant and agree as follows: if (i) during any Facility Collection
  Period (as defined in the Indenture) the Trustee receives Facility Revenues
  (as defined in the Indenture) in an amount less than the Monthly Minimum Amount
  (as defined in the Indenture) or (ii) during any quarter, the amount of Facility
  Revenues is less than 1.2 times the amounts required to be disbursed pursuant
  to clauses First through Seventh of Section 5.04 of the Indenture (the rate
  covenant), the Owner and the Operator will provide to the Insurer and
  the Trustee within 30 days after the end of any such quarter in which the rave
  covenant was not met, a written review of Facility Revenues, including a written
  plant to meet the rate covenant.
43. Continuing Disclosure.Operator agrees to perform and comply with all undertakings of the Borrower under the Loan Agreement
with respect to continuing disclosure pursuant to Rule 15c2-12 promulgated by the Securities and
Exchange Commission.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date and year first above
written.
Operator: CORRECTIONAL SERVICES CORPORATIONBy:/s/ Russell S. RauName:Russell S. RauTitle:Senior Vice PresidentOwner: CSC OF TACOMA LLCBy:_______________________________________Name:____________________________________Title: Class A Manager[SIGNATURE PAGE TO USE AGREEMENT]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date and year first above
written.
Operator: CORRECTIONAL SERVICES CORPORATIONBy:_____________________________________Russell Rau, Senior Vice PresidentOwner: CSC OF TACOMA LLCBy:/s/ James F. SlatteryJames F. Slattery, Class A Manager[SIGNATURE PAGE TO USE AGREEMENT]