THE LANDLORD, WHETHER THROUGH PURCHASE, MERGER,
CONSOLIDATION OR OTHERWISE, UNLESS AN AFFILIATE OF THE LANDLORD (AS CONSTITUTED
IMMEDIATELY PRIOR TO SUCH TRANSACTION) IS THE SURVIVING OR ACQUIRING PERSON AND
SUCH AFFILIATE ACQUIRES SUCH LEASED PROPERTY SUBJECT TO THE PURCHASE REFUSAL
RIGHT.
ARTICLE XIV
ASSIGNMENT AND SUBLETTING: ATTORNMENT
14.01
[INTENTIONALLY OMITTED.]
14.02
PERMITTED TRANSFERS.
(A)
LANDLORD'S CONSENT WILL NOT BE REQUIRED IN CONNECTION WITH AN
ASSIGNMENT OF THIS LEASE AGREEMENT OR SUBLET OF ALL OR ANY PART OF THE LEASED
PROPERTY TO (I) AN AFFILIATE OF TENANT FOR SO LONG AS SUCH ENTITY REMAINS AN
AFFILIATE OF TENANT, OR (II) ANY ENTITY SUCCEEDING TO SUBSTANTIALLY ALL OF THE
ASSETS OF TENANT AS A RESULT OF CONSOLIDATION OR MERGER, OR (III) ANY ENTITY TO
WHICH ALL OR SUBSTANTIALLY ALL OF TENANT'S STOCK OR ASSETS HAVE BEEN SOLD OR
TRANSFERRED, OR (IV) ANY OTHER TRANSFEREE EXPERIENCED IN THE BUSINESS OF THE
MANAGEMENT AND OPERATION OF CORRECTIONAL FACILITIES (EACH, A "PERMITTED
TRANSFEREE"); PROVIDED, HOWEVER, THAT NO SUCH ASSIGNMENT OR SUBLETTING SHALL
RESULT IN TENANT BEING RELEASED OR DISCHARGED FROM ANY LIABILITY UNDER THIS
LEASE AGREEMENT, UNLESS (1) THE PERMITTED TRANSFEREE AGREES DIRECTLY WITH
LANDLORD, BY WRITTEN INSTRUMENT IN FORM SATISFACTORY TO LANDLORD IN ITS
REASONABLE DISCRETION, TO BE BOUND BY ALL THE OBLIGATIONS OF TENANT HEREUNDER,
INCLUDING, WITHOUT LIMITATION, THE COVENANT AGAINST FURTHER ASSIGNMENT AND
SUBLETTING, AND (2) IN THE CASE OF A PERMITTED TRANSFEREE THAT IS NOT AN
AFFILIATE OF TENANT, EITHER (X) TENANT DEMONSTRATES TO LANDLORD'S REASONABLE
SATISFACTION THAT THE PERMITTED TRANSFEREE SATISFIES THE FINANCIALLY RESPONSIBLE
TEST (AS HEREINAFTER DEFINED) OR (Y) TENANT OR THE PERMITTED TRANSFEREE DEPOSITS
WITH LANDLORD AN UNCONDITIONAL, IRREVOCABLE LETTER OF CREDIT (THE "LETTER OF
CREDIT") IN FORM AND SUBSTANCE SATISFACTORY TO LANDLORD AND SATISFYING THE
REQUIREMENTS OF THIS LEASE AGREEMENT IN A FACE AMOUNT EQUAL TO TWENTY-FOUR (24)
MONTHS (OR SUCH LESSER AMOUNT AS LANDLORD MAY APPROVE IN LANDLORD'S SOLE
DISCRETION) OF THE BASE RENT THEN PAYABLE UNDER THIS LEASE AGREEMENT (SUCH
AMOUNT REFERRED TO AS THE "SECURITY AMOUNT") AND PROOF REASONABLY SATISFACTORY
TO LANDLORD THAT SUCH PERMITTED TRANSFEREE SATISFIES THE FINANCIALLY RESPONSIBLE
TEST OR THE LETTER OF CREDIT SHALL HAVE BEEN DELIVERED TO LANDLORD AT LEAST
FIFTEEN (15) DAYS PRIOR TO THE EFFECTIVE DATE OF ANY SUCH TRANSACTION.
FOR
PURPOSES OF THIS LEASE
41
AGREEMENT, AN "AFFILIATE" OF AN ENTITY MEANS ANY ENTITY THAT CONTROLS, IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH SUCH ENTITY.
FOR THE PURPOSES OF
THE FOREGOING DEFINITION OF AN AFFILIATE, "CONTROL" MEANS THE DIRECT OR INDIRECT
OWNERSHIP OF MORE THAN FIFTY PERCENT (50%) OF THE VOTING SECURITIES OF AN ENTITY
OR POSSESSION OF THE RIGHT TO VOTE MORE THAN FIFTY PERCENT (50%) OF THE VOTING
INTEREST IN THE ORDINARY DIRECTION OF THE ENTITY'S AFFAIRS.
FOR PURPOSES OF
THIS LEASE AGREEMENT, THE TERM "FINANCIALLY RESPONSIBLE TEST" SHALL MEAN THAT
THE PERMITTED TRANSFEREE HAS A SHAREHOLDERS' EQUITY, DETERMINED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED, AT LEAST
EQUAL TO $100,000,000.
NOTWITHSTANDING THE FOREGOING BUT PROVIDED THAT THERE IS
NO