RESERVES OF AT
LEAST $100,000,000, AND WHICH IS A MEMBER OF THE FEDERAL RESERVE SYSTEM.
(C)
LANDLORD SHALL HOLD THE LETTER OF CREDIT THROUGHOUT THE THEN
REMAINING TERM OF THIS LEASE AGREEMENT AS SECURITY FOR THE PERFORMANCE BY THE
PERMITTED TRANSFEREE OF ALL OBLIGATIONS HEREUNDER.
IF THERE IS AN EVENT OF
DEFAULT, LANDLORD SHALL HAVE THE RIGHT FROM TIME TO
42
TIME, WITHOUT PREJUDICE TO ANY OTHER REMEDY LANDLORD MAY HAVE ON ACCOUNT THEREOF
AND WHETHER BEFORE OR AFTER ENFORCING ITS REMEDIES TO DRAW UPON THE LETTER OF
CREDIT OR ANY PART THEREOF AND RETAIN, USE OR APPLY THE PROCEEDS TO LANDLORD'S
DAMAGES ARISING FROM, OR TO CURE, ANY EVENT OF DEFAULT.
THE APPLICATION OF ANY
PROCEEDS OF THE LETTER OF CREDIT IS NOT A PREREQUISITE TO LANDLORD'S RIGHT TO
RESORT TO ITS REMEDIES HEREUNDER OR AT LAW OR IN EQUITY.
LANDLORD SHALL RETURN
THE BALANCE OF THE SECURITY AMOUNT, OR SO MUCH THEREOF AS SHALL HAVE THERETOFORE
NOT BEEN APPLIED OR RELEASED IN ACCORDANCE WITH THE TERMS OF THIS SECTION 14.02
TO TENANT WITHIN THIRTY (30) DAYS OF THE EXPIRATION OR EARLIER TERMINATION OF
THE TERM OF THIS LEASE AGREEMENT AND SURRENDER OF POSSESSION OF THE PROPERTY BY
TENANT TO LANDLORD AT SUCH TIME, PROVIDED THAT THERE IS THEN EXISTING NO EVENT
OF DEFAULT (NOR ANY CIRCUMSTANCE WHICH, WITH THE PASSAGE OF TIME OR THE GIVING
OF NOTICE, OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT).
14.03
[INTENTIONALLY OMITTED.]
14.04
PERMITTED SUBLEASES.
LANDLORD ACKNOWLEDGES THAT FROM TIME TO TIME
TENANT MAY RESPOND TO REQUESTS FOR PROPOSALS ("RFP'S") FROM GOVERNMENTAL
ENTITIES SEEKING (A) GOVERNMENT OPERATING AGREEMENTS, SUPPORT AGREEMENTS AND/OR
SERVICE AGREEMENTS (OR AMENDMENTS THERETO) IN CONNECTION WITH THE HOUSING OR
DETENTION OF INMATES OR DETAINEES AT ALL OF ANY PORTIONS OF THE LEASED PROPERTY
INCLUDING, BUT NOT LIMITED TO, THE OPERATING AGREEMENT (COLLECTIVELY, THE
"SERVICE AGREEMENTS") OR (B) AGREEMENTS WITH LICENSEES IN CONNECTION WITH
TENANT'S OPERATION OF CORRECTIONAL OR DETENTION FACILITIES AS IS CUSTOMARILY
ASSOCIATES WITH OR INCIDENTAL TO THE OPERATION OF SUCH LEASED PROPERTY, WHICH
AGREEMENTS MAY BE IN THE NATURE OF A SUBLEASE AGREEMENT (COLLECTIVELY, "SUBLEASE
AGREEMENTS") FOR THE HOUSING OR DETENTION OF INMATES OR DETAINEES AT THE LEASED
PROPERTY.
TENANT AGREES TO DELIVER TO LANDLORD COPIES OF ALL SERVICE AGREEMENTS
OR SUBLEASE AGREEMENTS IN EFFECT WITH RESPECT TO THE LEASED PROPERTY, TOGETHER
WITH ANY AMENDMENTS THEREOF AND ANY NOTICES OF TERMINATION OR DEFAULT RECEIVED
FROM THE RELEVANT CONTRACTING GOVERNMENTAL ENTITIES, REGARDLESS OF WHETHER ANY
SUCH SERVICE AGREEMENT OR SUBLEASE AGREEMENT IS DEEMED A SUBLEASE HEREUNDER.
NOTWITHSTANDING ANY PROVISION HEREUNDER CONTAINED TO THE CONTRARY, LANDLORD
SHALL HAVE NO RIGHT TO APPROVE OR REJECT A SERVICE AGREEMENT OR SUBLEASE
AGREEMENT, AND EACH SERVICE AGREEMENT AND SUBLEASE AGREEMENT SHALL BE DEEMED
PERMITTED HEREUNDER, PROVIDED THAT THE TERM THEREOF DOES NOT EXTEND BEYOND THE
TERM (INCLUDING ALL RENEWALS TERMS) OF THIS LEASE AGREEMENT.
14.05
EFFECT OF ASSIGNMENT.
NO ASSIGNMENT OR SUBLEASE, INCLUDING WITHOUT
LIMITATION, ANY SUBLEASE AGREEMENT, SHALL IN ANY WAY IMPAIR THE CONTINUING
PRIMARY LIABILITY OF TENANT HEREUNDER.
ANY