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EXHIBIT 4.7
AGENCY AGREEMENT
between
WACKENHUT CORRECTIONS CORPORATION
as Construction Agent
and
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not individually, but solely as
Owner Trustee under the Wackenhut Corrections Trust 1997-1
as Lessor
Dated as of June 19, 1997
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TABLE OF CONTENTS
Page
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PRELIMINARY STATEMENT...............................................................1
ARTICLE I DEFINITIONS.............................................................1
1.1 Defined Terms...........................................................1
ARTICLE II APPOINTMENT OF CONSTRUCTION AGENT.......................................2
2.1 Appointment.............................................................2
2.2 Acceptance and Undertaking..............................................2
2.3 Term....................................................................2
2.4 Scope of Authority......................................................2
2.5 Delegation of Duties....................................................4
2.6 Covenants of the Construction Agent.....................................4
ARTICLE III THE IMPROVEMENTS........................................................5
3.1 Construction............................................................5
3.2 Amendments; Modifications...............................................5
3.3 Failure to Complete Construction Period Properties
and Purchase Obligation.................................................6
ARTICLE IV PAYMENT OF FUNDS........................................................6
4.1 Right to Receive Construction Cost......................................6
ARTICLE V EVENTS OF DEFAULT.......................................................7
5.1 Events of Default.......................................................7
5.2 Damages.................................................................8
5.3 Remedies; Remedies Cumulative...........................................8
ARTICLE VI LESSOR'S RIGHTS; CONSTRUCTION AGENT'S RIGHTS...........................10
6.1 Exercise of the Lessor's Rights........................................10
6.2 Lessor's Right to Cure Construction Agent's Defaults ..................10
ARTICLE VII MISCELLANEOUS..........................................................11
7.1 Notices................................................................11
7.2 Successors and Assigns.................................................11
7.3 GOVERNING LAW..........................................................12
7.4 Submission To Jurisdiction; Waivers....................................12
7.5 Amendments and Waivers.................................................12
7.6 Counterparts...........................................................13
7.7 Severability...........................................................13
7.8 Headings and Table of Contents.........................................13
7.9 WAIVER OF JURY TRIAL...................................................13
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AGENCY AGREEMENT
THIS AGENCY AGREEMENT, dated as of June 19, 1997 (the "Agreement"),
between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association ("FSB"), not individually, but solely as Owner Trustee under the
Wackenhut Corrections Trust 1997-1 (the "Lessor") and WACKENHUT CORRECTIONS
CORPORATION, a Florida corporation (the "Construction Agent").
PRELIMINARY STATEMENT
A. The Lessor and the Construction Agent are parties to that certain
Lease Agreement, dated as of even date herewith (as amended, supplemented or
otherwise modified, the "Lease"), pursuant to which the Construction Agent, as
lessee (the "Lessee") has agreed to lease certain Land, Improvements and
Equipment from the Lessor (collectively, the "Properties").
B. In connection with the execution and delivery of the Participation
Agreement, the Lease and the other Operative Agreements, and subject to the
terms and conditions hereof, (i) the Lessor desires to appoint the Construction
Agent as its sole and exclusive agent in connection with the identification and
acquisition of the Properties (provided title to the Properties shall be held in
the name of the Lessor) and construction of such Improvements in accordance with
the Plans and Specifications and (ii) the Construction Agent desires, for the
benefit of the Lessor, to identify and acquire the Properties and to cause the
construction of such Improvements in accordance with the Plans and
Specifications and to undertake such other liabilities and obligations as are
herein set forth.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledge, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
1.1 Defined Terms.
Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings set forth in Appendix A to the Participation
Agreement, dated as of June 19, 1997, among the Construction Agent, the Lessee,
FSB, not individually, but solely as Owner Trustee under the Wackenhut
Corrections Trust 1997-1 and
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NationsBank, National Association, as Agent for the Lenders, as such agreement
may be amended, modified, supplemented or restated from time to time.
ARTICLE II
APPOINTMENT OF CONSTRUCTION AGENT
2.1 Appointment. Subject to the terms and conditions hereof, the
Lessor hereby irrevocably designates and appoints the Construction Agent as its
exclusive agent, and the Construction Agent accepts such appointment, in
connection with the identification and acquisition from time to time of the
Properties (provided title to the Properties shall be held in the name of the
Lessor) and construction of the Improvements in accordance with the Plans and
Specifications on the Land, and pursuant to the terms of this Agreement, the
Participation Agreement and the other Operative Agreements. Notwithstanding any
provisions hereof or in any other Operative Agreement to the contrary, the
Construction Agent acknowledges and agrees that the Lessor shall advance no more
than the sum of the aggregate Commitment of the Lenders plus the aggregate
amount of the Holder Commitments in regard to the Properties (including without
limitation for any and all Advances in the aggregate from the Lenders under the
Credit Agreement and from the Holders under the Trust Agreement).
2.2 Acceptance and Undertaking. The Construction Agent hereby
unconditionally accepts the agency appointment and undertakes, for the benefit
of the Lessor, to identify and acquire certain Properties (provided title to the
Properties shall be held in the name of the Lessor) and to cause the
construction of the Improvements in accordance with the Plans and Specifications
and the Operative Agreements.
2.3 Term. This Agreement shall commence on the date hereof and shall
terminate on the later of the Construction Period Termination Date or the date
on which all Properties have been made subject to the Lease by execution of
appropriate Lease Supplements by the Lessee.
2.4 Scope of Authority.
(a) The Lessor hereby expressly authorizes the Construction
Agent, or any agent or contractor of the Construction Agent, and the
Construction Agent unconditionally agrees, for the benefit of the
Lessor, to take all action necessary or desirable for the performance
and satisfaction of any and all of Lessor's obligations under any
construction agreement and to fulfill all of the
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obligations of the Construction Agent including, without limitation:
(i) the identification and assistance with the
acquisition of Properties in accordance with the terms and
conditions of the Participation Agreement and the negotiation
and entering into of all contracts necessary to purchase the
Properties;
(ii) all design and supervisory functions relating
to the construction of the Improvements and installation and
testing of the related Equipment and performing all
engineering work related to the construction, installation and
testing of the Improvements;
(iii) (A) negotiating and entering into all
contracts or arrangements to procure the equipment necessary
to construct the Improvements and (B) negotiating all
contracts or arrangements to procure the Equipment on such
terms and conditions as are customary and reasonable in light
of local standards and practices and the businesses in which
the Lessee is engaged;
(iv) assisting in obtaining all necessary permits,
licenses, consents, approvals and other authorizations,
including without limitation those required under applicable
Environmental Laws, from all Governmental Authorities in
connection with the development and construction of the
Improvements on the Land in accordance with the Plans and
Specifications;
(v) maintaining all books and records with
respect to the construction, operation and management
of the Properties; and
(vi) performing any other acts necessary in
connection with the identification and acquisition of the
Properties and construction and development of the
Improvements in accordance with the Plans and Specifications.
(b) Neither the Construction Agent nor any of its
Affiliates or agents shall enter into any contract in the name of
Lessor without Lessor's consent, which consent shall not be
unreasonably withheld, conditioned or delayed.
(c) Subject to the terms and conditions of this
Agreement, the Construction Agent shall have sole management and
control over the construction means, methods, sequences
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and procedures with respect to the construction of the Improvements.
2.5 Delegation of Duties. The Construction Agent may execute any of
its duties under this Agreement by or through agents, contractors, employees or
attorneys-in-fact; provided, however, that no such delegation shall limit or
reduce in any way the Construction Agent's duties and obligations under this
Agreement.
2.6 Covenants of the Construction Agent. The Construction
Agent hereby covenants and agrees that it will:
(a) following the Construction Commencement Date for each
Property, cause construction of the applicable Improvements to be
prosecuted diligently and substantially in accordance with the Plans
and Specifications for such Property and all material Legal
Requirements and Insurance Requirements;
(b) cause the Completion Date for such Improvements to occur
on or before the Construction Period Termination Date, in each case
free and clear (by removal or bonding) of Liens (other than Permitted
Liens) or claims for materials supplied or labor or services performed
in connection with the construction of the Improvements;
(c) cause all outstanding punch list items with respect to such
Improvements to be completed;
(d) during construction, cause all title to all Equipment on
each Property to vest in the Owner Trustee and file all necessary
documents under Article 9 of the Uniform Commercial Code to perfect
such title (to the extent perfection can be obtained by filing under
the UCC);
(e) no less than five (5) Business Days prior to the scheduled
date for the initial Construction Advance to be made in connection with
any Improvements, the Construction Agent shall deliver to the Lessor
true, complete and correct copies of the Construction Budget for such
Improvements. Thereafter, the Construction Agent, on a monthly basis,
shall deliver to the Lessor true, correct and complete copies of any
material modifications of the Construction Budget; and
(f) procure (or cause to be procured), on behalf of Lessor
(but at Construction Agent's expense) insurance for the Properties
during the period commencing on each Property Closing Date and
continuing to and throughout the Construction Period in such amounts
and with such coverages
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as are required to be maintained during the Term under the provisions
of Article XIV of the Lease.
ARTICLE III
THE IMPROVEMENTS
3.1 Construction. The Construction Agent shall cause the Improvements
to be constructed, equipped, maintained and used in full compliance with all
Legal Requirements and Insurance Requirements.
3.2 Amendments; Modifications.
(a) The Construction Agent may at any time revise, amend or
modify (i) the Plans and Specifications without the consent of the
Lessor; provided that any such amendment to the Plans and
Specifications does not (x) result in the Completion Date of the
Improvements occurring on or after the Construction Period Termination
Date or (y) result in the total Property Cost of the Improvements and
the Land included in a Property being less than the minimum amount
specified in Section 5.4(e) of the Participation Agreement or (z)
result in the cost of any Improvements subject to such amendment
exceeding the sum of the then Available Commitments and the then
Available Holder Commitments (reduced by the amount, if any, necessary
to pay for the cost of construction and development of Improvements on
other Properties which are currently under construction but have not
yet been completed (such amount the "Unfunded Amount")), and (ii) the
Construction Budget and enter into any related amendments,
modifications or supplements without the consent of the Lessor;
provided that such revisions, amendments or modifications to the Plans
and Specifications or related amendments, modifications or supplements
to the Construction Budget do not (A) result in the total Property Cost
of the Improvements and the Land included in a Property being less than
the minimum amount specified in Section 5.4(e) of the Participation
Agreement or (B) result in unfunded Project Costs being greater than
the sum of the then Available Commitments and the then Available Holder
Commitments (reduced by the Unfunded Amount).
(b) The Construction Agent agrees that it will not implement
any revision, amendment or modification to the Plans and Specifications
or Construction Budget for any Property if the aggregate effect of such
revision, amendment or modification, when taken together with any
previous or contemporaneous revision, amendment or modification to the
Plans and Specifications or Construction Budget (as the case
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may be) for any Property, would cause a material reduction in value of
any Property when completed, unless the Agent has previously obtained
(at Construction Agent's sole cost) an Appraisal of such Property
taking account of such proposed revision, amendment or modification and
showing an appraised value for such Property equal to or greater than
85% of the expected maximum Property Cost of such Property (based on
appropriately revised Construction Budgets).
3.3 Failure to Complete Construction Period Properties and Purchase
Obligation. If at any time prior to the Completion Date with respect to any
Construction Period Property there occurs and is continuing for five (5) days or
more, a Casualty, an Environmental Violation, the commencement of a Condemnation
or a Force Majeure Event, the Construction Agent shall either (a) pay to Lessor,
on a date designated by Construction Agent (which date shall be not more than
thirty (30) days after the occurrence of the applicable event), an aggregate
amount equal to the liquidated damages amount referenced in Section 5.3(b) of
this Agreement regarding such Construction Period Property and on such date
Lessor shall transfer and convey to the Construction Agent all right, title and
interest of Lessor in and to such Construction Period Property or (b) notify
Lessor in writing it intends to proceed with construction of the Improvements
with respect to such Construction Period Property in which case the Construction
Agent shall promptly and diligently complete the construction of such
Improvements in accordance with the Plans and Specifications and with the terms
hereof and cause the Completion Date with respect to such Construction Period
Property to occur on or prior to the Construction Period Termination Date.
ARTICLE IV
PAYMENT OF FUNDS
4.1 Right to Receive Construction Cost.
(a) In connection with the acquisition of any Property and
during the course of the construction of the Improvements on any
Property, the Construction Agent may request that the Lessor advance
funds for the payment of Property Acquisition Costs or any other
Property Cost (such other Property Cost being referred to collectively
as "Project Costs"), and the Lessor will comply with such request to
the extent provided for under the Participation Agreement. The
Construction Agent and the Lessor acknowledge and agree that the
Construction Agent's right to request such funds and the Lessor's
obligation to advance such funds for the payment of Property
Acquisition Costs or Project Costs is subject in all respects to the
terms and
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conditions of the Participation Agreement and each of the other
Operative Agreements. Without limiting the generality of the foregoing,
it is specifically understood and agreed that in no event shall the
aggregate amounts advanced by the Lenders or the Holders to the Lessor
for Property Acquisition Costs or Project Costs and any other amounts
due and owing hereunder or under any of the other Operative Agreements
exceed the sum of the aggregate Commitment of the Lenders plus the
aggregate amount of the Holder Commitments, including without
limitation such amounts owing for (a) the acquisition and development
of the Properties, (b) additional amounts which accrue or become due
and owing under the Credit Agreement or Trust Agreement as obligations
of the Lessor prior to any Completion Date (for interest payments on
the Loans or payments of the Holder Yield for the Holder Advances) or
(c) any other purpose.
(b) The proceeds of any funds made available to the Lessor to
pay Property Acquisition Costs or Project Costs shall be made available
to the Construction Agent in accordance with the Requisition relating
thereto and the terms of the Participation Agreement. The Construction
Agent will use such proceeds only to pay the Property Acquisition Costs
or Project Costs set forth in the Requisition relating to such funds.
ARTICLE V
EVENTS OF DEFAULT
5.1 Events of Default. If any one or more of the following
events (each an "Event of Default") shall occur:
(a) the Construction Agent shall fail to apply any funds paid
by the Lessor to the Construction Agent for the acquisition of the
Properties and the construction of the Improvements to the payment of
Property Acquisition Costs or Project Costs;
(b) the Completion Date with respect to any Property shall
fail to occur for any reason on or prior to the Construction Period
Termination Date;
(c) any Lease Event of Default shall have occurred and not be
cured within any cure period expressly permitted under the terms of the
Lease;
(d) the Construction Agent shall fail to maintain insurance
as required by Section 2.6(f) of this Agreement; or
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(e) the Construction Agent or the Lessee shall materially
breach any of its representations or warranties under any Operative
Agreement or shall fail to observe or perform any material term,
covenant or condition of this Agreement or any other Operative
Agreement other than as set forth in paragraphs (a), (b), (c) or (d) of
this Section 5.1 and such failure or breach shall remain uncured for a
period of thirty (30) days after receipt of written notice from Lessor
thereof; provided, that if such failure or breach is not capable of
being cured, the grace period referred to in this subclause (e) shall
not apply;
then, in any such event, the Lessor may, in addition to the other rights and
remedies provided for in this Agreement, terminate this Agreement by giving the
Construction Agent written notice of such termination and upon the expiration of
the time fixed in such notice and the payment of all amounts owing by the
Construction Agent hereunder (including without limitation any amounts specified
under Section 5.3 hereof), this Agreement shall terminate. The Construction
Agent shall pay all reasonable costs and expenses incurred by or on behalf of
the Lessor, including reasonable fees and expenses of counsel, as a result of
any Event of Default hereunder.
5.2 Damages. The termination of this Agreement pursuant to Section
5.1 shall in no event relieve the Construction Agent of its liability and
obligations hereunder, all of which shall survive any such termination.
5.3 Remedies; Remedies Cumulative.
(a) If an Event of Default shall have occurred and be
continuing, the Lessor shall have all rights available at law, equity
or otherwise.
(b) Without limiting the generality of paragraph (a) above,
upon the occurrence of an Event of Default, beyond any applicable
notice, grace or cure period (if any) included within the definition of
such Event of Default, Lessor shall have the option (and shall be
deemed automatically, and without any further action, to have exercised
such option upon the occurrence of any Lease Event of Default arising
under Sections 17.1(h), (i), (j) or (k) of the Lease) to transfer and
convey to the Construction Agent upon a date designated by Lessor all
right, title and interest of Lessor in and to any Property (including
without limitation any Land or any Improvements then under
construction) for which the Term of the Lease has not yet commenced (a
"Construction Period Property"). On any transfer and conveyance date
specified by Lessor pursuant to this Section 5.3(b), (a) Lessor shall
transfer and convey
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all of its right, title and interest in and to any and all such
Construction Period Properties free and clear of the Lien of the Lease
and all Lessor Liens, (b) the Construction Agent hereby covenants and
agrees that it will accept such transfer and conveyance of right, title
and interest in and to such Construction Period Properties and (c) the
Construction Agent hereby promises to pay to the Lessor, as liquidated
damages (it being agreed that it would be impossible accurately to
determine actual damages) but exclusive of the indemnities payable
under Section 13 of the Participation Agreement, an aggregate amount
equal to the sum of the following: (i) the Holder Property Cost plus
the Loan Property Cost for such Construction Period Properties, (ii)
the accrued and unpaid Allocated Return with respect to the Holder
Property Cost referred to in subparagraph (i) plus the accrued and
unpaid interest owing to the Lenders with respect to the Loan Property
Cost referred to subparagraph (i), and (iii) all other amounts then due
and payable under this Agreement and under any other Operative
Agreement with respect to such Construction Period Properties
(including without limitation all costs and expenses incurred by Lessor
in connection with such transfer and conveyance). The Construction
Agent specifically acknowledges and agrees that its obligations under
this Section 5.3(b), including without limitation its obligations to
accept the transfer and conveyance of any Construction Period Property
and its payment obligations described in subparagraph (c) of this
Section 5.3(b), shall be absolute and unconditional under any and all
circumstances and shall be performed or paid, as the case may be,
without further notice or demand and without any abatement, reduction,
diminution, setoff, defense, counterclaim or recoupment whatsoever.
Notwithstanding the foregoing provisions of this Section 5.3(b), Lessor
shall have the right in its sole discretion to rescind any exercise of
its option under this Section 5.3(b) upon the giving of its written
confirmation of such rescission to the Construction Agent.
(c) The Construction Agent shall have the right to cure an
Event of Default hereunder with respect to any given Property by
purchasing or causing the Lessee to purchase such Property from the
Lessor (to the extent such Event of Default is no longer continuing
with respect to any other Property remaining subject to this Agreement
after such purchase) for an amount equal to the liquidated damages
amount for such Property set forth in Section 5.3(b) of this Agreement.
(d) No failure to exercise and no delay in exercising, on the
part of the Lessor, any right, remedy, power or privilege under this
Agreement or under the other Operative
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Agreements shall operate as a waiver thereof; nor shall any single or
partial exercise of any right remedy, power or privilege under this
Agreement preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges provided in this Agreement are
cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.
ARTICLE VI
LESSOR'S RIGHTS; CONSTRUCTION AGENT'S RIGHTS
6.1 Exercise of the Lessor's Rights. Subject to the Excepted
Rights and the Excepted Payments, the Construction Agent and the Lessor hereby
acknowledge and agree that, subject to and in accordance with the terms of the
Security Agreement made by the Lessor in favor of the Agent, the rights and
powers of the Lessor under this Agreement have been assigned to the Agent.
6.2 Lessor's Right to Cure Construction Agent's Defaults. The
Lessor, without waiving or releasing any obligation or Event of Default, may
(but shall be under no obligation to) remedy any Event of Default for the
account of and at the sole cost and expense of the Construction Agent. All
reasonable out-of-pocket costs and expenses so incurred (including reasonable
fees and expenses of counsel), together with interest thereon at the Overdue
Rate from the date on which such sums or expenses are paid by the Lessor, shall
be paid by the Construction Agent to the Lessor on demand.
ARTICLE VII
MISCELLANEOUS
7.1 Notices. All notices, requests and demands to or upon the
parties hereto to be effective shall be in writing (including by facsimile
transmission), and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made when actually delivered or, in the case of
notice by facsimile transmission, when received and telephonically confirmed,
addressed as follows, or to such address as may be hereafter notified in writing
by the parties hereto:
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If to the Lessor:
First Security Bank, National
Association
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to the Agent:
NationsBank, National Association
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Construction Agent:
Wackenhut Corrections Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, #▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇, Controller
and Chief Accounting Officer
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Ext. 6646
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
7.2 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Lessor, and Construction Agent and the
respective successors and the assigns of the Lessor. The Construction Agent may
not assign this Agreement or any of its rights or obligations hereunder in whole
or in part to any Person without the prior written consent of the Lessor.
7.3 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.
7.4 Submission To Jurisdiction; Waivers. Each party hereto
hereby irrevocably and unconditionally:
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(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Operative Agreements to
which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the Courts of the
State of Florida and the courts of the United States of America in each case
sitting in Broward County, Florida, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same.
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail) postage prepaid, to the
respective party at its address set forth in Section 7.1 hereof or at such other
address of which the Administrative Agent shall have been notified pursuant
thereto;
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this Section 7.4 any special, exemplary, punitive or consequential
damages.
7.5 Amendments and Waivers. The Lessor and the Construction Agent
may, from time to time, enter into written amendments, supplements or
modifications hereto.
7.6 Counterparts. This Agreement may be executed in any number of
separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
7.7 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
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7.8 Headings and Table of Contents. The headings and table of
contents contained in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.
7.9 WAIVER OF JURY TRIAL. THE LESSOR AND THE CONSTRUCTION
AGENT IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
WACKENHUT CORRECTIONS CORPORATION,
as the Construction Agent
By:
---------------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Senior Vice President/
Treasurer/Chief Financial
Officer
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not individually, but solely as
Owner Trustee under the Wackenhut
Corrections Trust 1997-1, as the
Lessor
By:
---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE 1 OF 1