Common use of Direct Payment Clause in Contracts

Direct Payment. Tenant shall pay all Impositions directly to the applicable taxing authority, and shall deliver to Landlord, within ten (10) days after payment thereof, true and correct copies of the receipted bills or other reasonable evidence showing such payment of all Impositions required to have been paid as of such date. Landlord shall cooperate with Tenant to cause all bills for Impositions to be sent directly to Tenant, but if the tax collection agency will not so agree, then Landlord shall tender all bills to Tenant promptly upon Landlord’s receipt, and in such event, if Landlord fails to tender any such xxxx to Tenant within the later of (i) ten (10) Business Days following the date of Landlord’s receipt of such xxxx from the taxing authority or (ii) twenty (20) Business Days prior to the date on which the tax, or installment thereof, represented by such xxxx shall become delinquent, then (A) Tenant shall not be in default hereunder for failure to make timely payment of such Imposition until the expiration of twenty (20) business days following the date on which Tenant shall receive a copy of such xxxx from Landlord, and (B) if Tenant has not received any tax xxxx from Landlord or the taxing authority prior to the twentieth (20th) Business Day before the date on which the applicable tax payment shall become delinquent, Tenant may deliver written notice to Landlord requesting Landlord to promptly forward any tax xxxx that may have been delivered to Landlord for the tax period in question, and if Landlord fails to deliver any such tax xxxx that has actually been received by Landlord from the taxing authority prior to the receipt of Tenant’s notice within ten (10) days following Landlord’s receipt of such notice from Tenant, Landlord shall be obligated to pay any penalties incurred by Tenant for late payment of such tax xxxx which are not reasonably avoidable by Tenant. Subject to the foregoing terms of this Section 5.2(c), if Tenant shall at any time fail to pay any Impositions when due and shall fail to cure such default within the applicable period provided under Section 20.1(f) below, then Landlord shall have the right at any time thereafter to require that Tenant pay monthly installments of Impositions into an impound account maintained by Landlord or an escrowee designated by Landlord (an “Impound Account”). Tenant shall not be entitled to receive any interest or other return on any funds on deposit in any Impound Account, and any funds so held in any Impound Account may be commingled with other funds of Landlord or Landlord’s escrowee, or other parties depositing funds in such Impound Account, as applicable; provided that, except as otherwise provided upon the occurrence of an Event of Default, any funds held in an Impound Account maintained by Landlord or an escrowee designated by Landlord shall be used and disbursed by Landlord or such escrowee (subject to reduction for payment of customary account charges) for payment of the Impositions in respect of which such deposits have been made, and for no other purpose unless an Event of Default has occurred and is continuing.

Direct Payment. Tenant Lessee shall pay all Impositions directly to the applicable taxing authority, and shall deliver to LandlordLessor, within ten thirty (1030) days after payment thereofpayment, true and correct copies of the receipted bills or other reasonable evidence showing such payment of all Impositions required to have been paid as of such date. Landlord Lessor shall cooperate with Tenant Lessee to cause all bills for Impositions to be sent directly to TenantLessee, but if the tax collection agency will not so agree, then Landlord Lessor shall tender all bills to Tenant Lessee promptly upon Landlord’s Lessor's receipt, and in such event, if Landlord fails to tender any such xxxx to Tenant within the later of (i) ten (10) Business Days following the date of Landlord’s receipt of such xxxx from the taxing authority or (ii) twenty (20) Business Days prior to the date on which the tax, or installment thereof, represented by such xxxx shall become delinquent, then (A) Tenant shall not be in default hereunder for failure to make timely payment of such Imposition until the expiration of twenty (20) business days following the date on which Tenant shall receive a copy of such xxxx from Landlord, and (B) if Tenant has not received any tax xxxx from Landlord or the taxing authority prior to the twentieth (20th) Business Day before the date on which the applicable tax payment shall become delinquent, Tenant may deliver written notice to Landlord requesting Landlord to promptly forward any tax xxxx that may have been delivered to Landlord for the tax period in question, and if Landlord fails to deliver any such tax xxxx that has actually been received by Landlord from the taxing authority prior to the receipt of Tenant’s notice within ten (10) days following Landlord’s receipt of such notice from Tenant, Landlord shall be obligated to pay any penalties incurred by Tenant for late payment of such tax xxxx which are not reasonably avoidable by Tenant. Subject to Notwithstanding the foregoing terms of this Section 5.2(c5.3(b), (i) if Tenant any Fee Lender or Leasehold Mortgagee shall at any time require that Impositions be paid to such Fee Lender or Leasehold Mortgagee or to an escrowee designated by such Fee Lender or Leasehold Mortgagee in monthly or other installments or otherwise deposited into an "impound account" (an "Impound Account") maintained by or for the benefit of such Fee Lender or Leasehold Mortgagee, then Lessee shall comply with all such requirements of such Fee Lender or Leasehold Mortgagee and shall provide evidence of such compliance to Lessor from time to time upon request, and (ii) if Lessee shall at any time fail to pay any Impositions when due and shall fail to cure such default within the applicable period provided under Section 20.1(f14.1(b) below, then Landlord Lessor shall have the right at any time thereafter to require that Tenant Lessee pay monthly installments of Impositions into an impound account Impound Account maintained by Landlord Lessor or an escrowee designated by Landlord (Lessor. If two or more of a Fee Lender, a Leasehold Mortgagee and Lessor shall make competing demands on Lessee for the establishment of an “Impound Account”). Tenant , then Lessee shall not be entitled to receive any interest or other return on any make the impound deposits as directed by the Leasehold Mortgagee, provided that the Leasehold Mortgagee agrees in writing that funds on deposit deposited in any Impound Account, and any funds so held in any the Impound Account may be commingled with other funds of Landlord or Landlord’s escrowee, or other parties depositing funds in such Impound Account, as applicable; provided that, except as otherwise provided upon the occurrence of an Event of Default, any funds held in an Impound Account maintained by Landlord or an escrowee designated by Landlord shall be used and disbursed by Landlord or such escrowee (subject to reduction solely for the payment of customary account charges) for payment of Impositions and may not be applied against the Impositions in respect of which such deposits have been made, and for no other purpose unless an Event of Default has occurred and is continuingindebtedness secured by the Leasehold Mortgage.

Direct Payment. Tenant So long as any Purchaser shall hold any of the Senior Secured Notes, Reorganized Teletrac shall pay all Impositions directly to such Purchaser the interest on such Senior Secured Note without any presentment thereof and without notation of such payment being made thereon, notwithstanding any provision to the applicable taxing authoritycontrary herein or in the Senior Secured Notes with respect to place of payment, and shall deliver to Landlord, within ten (10) days after payment thereof, true and correct copies of the receipted bills or other reasonable evidence showing such payment of all Impositions required to have been paid as of such date. Landlord shall cooperate with Tenant to cause all bills for Impositions to be sent directly to Tenant, but if the tax collection agency will not so agree, then Landlord shall tender all bills to Tenant promptly upon Landlord’s receipt, and in such event, if Landlord fails to tender any such xxxx to Tenant within the later of (i) ten (10) Business Days following by check in New York Clearing House funds duly mailed to such Purchaser at the date of Landlord’s receipt of address designated in Schedule I hereto or in accordance with any unrevoked written direction from such xxxx from the taxing authority Purchaser to Reorganized Teletrac or (ii) twenty if a bank account is designated for such Purchaser on Schedule I hereto or in any written notice to Reorganized Teletrac from such Purchaser, Reorganized Teletrac shall make such payments to such bank account by wire transfer in immediately available funds, marked for attention as indicated, or in such other manner or to such other account of such Purchaser in any bank in the United States as such Purchaser may from time to time direct in writing. Each Purchaser agrees that prior to the sale or transfer of any Senior Secured Note by it, it shall either (20i) Business Days surrender the same to Reorganized Teletrac in exchange for a new Senior Secured Note in a principal amount equal to the principal amount remaining unpaid on the Senior Secured Note surrendered and otherwise having the same terms and provisions as the Senior Secured Note surrendered or (ii) make the same available to Reorganized Teletrac, at its office designated as herein provided, for notation thereon of the extent to which any payment has been made on account of the principal thereof. Each Purchaser further agrees that it will, at any time during regular business hours, permit Reorganized Teletrac to make appropriate notation on any Senior Secured Note then held by it of the amount of principal which has been paid thereon, if Reorganized Teletrac, at least seven days prior to the date on upon which the taxsuch notation is to be made, or installment thereof, represented by such xxxx shall become delinquent, then (A) Tenant shall not be have in default hereunder for failure writing requested permission to make timely payment of such Imposition until the expiration of twenty (20) business days following notation, specifying the date on which Tenant shall receive a copy of such xxxx from Landlord, and (B) if Tenant has not received any tax xxxx from Landlord or when the taxing authority prior same is to the twentieth (20th) Business Day before the date on which the applicable tax payment shall become delinquent, Tenant may deliver written notice to Landlord requesting Landlord to promptly forward any tax xxxx that may have been delivered to Landlord for the tax period in question, and if Landlord fails to deliver any such tax xxxx that has actually been received by Landlord from the taxing authority prior to the receipt of Tenant’s notice within ten (10) days following Landlord’s receipt of such notice from Tenant, Landlord shall be obligated to pay any penalties incurred by Tenant for late payment of such tax xxxx which are not reasonably avoidable by Tenant. Subject to the foregoing terms of this Section 5.2(c), if Tenant shall at any time fail to pay any Impositions when due and shall fail to cure such default within the applicable period provided under Section 20.1(f) below, then Landlord shall have the right at any time thereafter to require that Tenant pay monthly installments of Impositions into an impound account maintained by Landlord or an escrowee designated by Landlord (an “Impound Account”). Tenant shall not be entitled to receive any interest or other return on any funds on deposit in any Impound Account, and any funds so held in any Impound Account may be commingled with other funds of Landlord or Landlord’s escrowee, or other parties depositing funds in such Impound Account, as applicable; provided that, except as otherwise provided upon the occurrence of an Event of Default, any funds held in an Impound Account maintained by Landlord or an escrowee designated by Landlord shall be used and disbursed by Landlord or such escrowee (subject to reduction for payment of customary account charges) for payment of the Impositions in respect of which such deposits have been made, and for no other purpose unless an Event of Default has occurred and is continuing.

Direct Payment. Tenant Lessee shall pay all Impositions directly to the applicable taxing authority, and shall deliver to LandlordLessor, within ten (10) days after payment thereofrequest therefor, true and correct copies of the receipted bills or other reasonable evidence showing such payment of all Impositions required to have been paid as of such date. Landlord Lessor shall cooperate with Tenant Lessee to cause all bills for Impositions to be sent directly to TenantLessee, but if the tax collection agency will not so agree, then Landlord Lessor shall tender all bills to Tenant Lessee promptly upon LandlordLessor’s receipt, and in such event, if Landlord Lessor fails to tender any such xxxx to Tenant Lessee within the later of (i) ten (10) Business Days following the date of LandlordLessor’s receipt of such xxxx from the taxing authority or (ii) twenty (20) Business Days prior to the date on which the tax, or installment thereof, represented by such xxxx shall become delinquent, then (A) Tenant Lessee shall not be in default hereunder for failure to make timely payment of such Imposition until the expiration of twenty (20) business days following the date on which Tenant Lessee shall receive a copy of such xxxx from LandlordLessor or the taxing authority, and (B) if Tenant Lessee has not received any tax xxxx from Landlord Lessor or the taxing authority prior to the twentieth (20th) Business Day before the date on which the applicable tax payment shall become delinquent, Tenant Lessee may deliver written notice to Landlord Lessor requesting Landlord Lessor to promptly forward any tax xxxx that may have been delivered to Landlord Lessor for the tax period in question, and if Landlord Lessor fails to deliver any such tax xxxx that has actually been received by Landlord Lessor from the taxing authority prior to the receipt of TenantLessee’s notice within ten (10) days following LandlordLessor’s receipt of such notice from TenantLessee, Landlord Lessor shall be obligated to pay any penalties incurred by Tenant Lessee for late payment of such tax xxxx which are not reasonably avoidable by TenantLessee. Subject to Notwithstanding the foregoing terms of this Section 5.2(c5.3(b), (i) if Tenant any Fee Lender or Leasehold Mortgagee shall at any time require that Impositions be paid to such Fee Lender or Leasehold Mortgagee or to an escrowee designated by such Fee Lender or Leasehold Mortgagee in monthly or other installments or otherwise deposited into an “impound account” (an “Impound Account”) maintained by or for the benefit of such Fee Lender or Leasehold Mortgagee, then Lessee shall comply with all such requirements of such Fee Lender (provided that such requirements are commercially reasonable) or Leasehold Mortgagee and shall provide evidence of such compliance to Lessor from time to time upon request, and (ii) if Lessee shall at any time fail to pay any Impositions when due and shall fail to cure such default within the applicable period provided under Section 20.1(f14.1(b) below, then Landlord Lessor shall have the right at any time thereafter to require that Tenant Lessee pay monthly installments of Impositions into an impound account Impound Account maintained by Landlord Lessor or an escrowee designated by Landlord (an “Impound Account”)Lessor. Tenant Lessee shall not be entitled to receive any interest or other return on any funds on deposit in any Impound Account, unless otherwise agreed by the Fee Mortgagee or Leasehold Mortgagee requiring such Impound Account, and any funds so held in any Impound Account may be commingled with other funds of Landlord the Fee Lender, the Leasehold Mortgagee, Lessor or LandlordLessor’s escrowee, or other parties depositing funds in such Impound Account, as applicable; provided that, except as otherwise provided upon the occurrence of an Event of Default, any funds held in an Impound Account maintained by Landlord Lessor or an escrowee designated by Landlord Lessor shall be used and disbursed by Landlord Lessor or such escrowee (subject to reduction for payment of customary account charges) for payment of the Impositions in respect of which such deposits have been made, and for no other purpose unless an Event of Default has occurred and is continuing. Nothing in this Section 5.3(b) shall be deemed to relieve Lessee from its obligation to keep and maintain at all times during the Term of this Lease a reserve account in an amount sufficient to pay all Impositions and insurance premiums as provided in Section 7.1(e) hereof; provided that if an Impound Account is created hereunder pursuant to the foregoing provisions, then the amounts on deposit in such Impound Account for the payment of Impositions shall be credited against any amounts that would otherwise be required to be deposited into the reserve account created pursuant to Section 7.1(e) for the payment of Impositions.

Direct Payment. Tenant Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you or your nominee or owned by any subsequent Institutional Holder which has given written notice to the Company requesting that the provisions of this (S)2.6 shall apply, the Company will punctually pay all Impositions when due the principal thereof, interest thereon and premium, if any, due with respect to said principal, without any presentment thereof, directly to you, to your nominee or to such subsequent Institutional Holder at your address or your nominee's address set forth in Schedule I hereto or such other address as you, your nominee or such subsequent Institutional Holder may from time to time designate in writing to the applicable taxing authorityCompany or, and if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto or in any written notice to the Company from you, from your nominee or from any such subsequent Institutional Holder, the Company will make such payments in immediately available funds to such bank account, marked for attention as indicated, or to such other account in any United States bank as you, your nominee or any such subsequent Institutional Holder may from time to time direct in writing; provided that any Note paid or prepaid in full shall deliver be surrendered to Landlordthe Company at its principal office. The holder of any Notes to which this (S)2.6 applies agrees that in the event it shall sell or transfer any such Notes: it will, within ten prior to the delivery of such Notes (10) days after payment thereofunless it has already done so), true and correct copies of the receipted bills or other reasonable evidence showing such payment make a notation thereon of all Impositions required principal, if any, prepaid on such Notes and will also note thereon the date to have which interest has been paid on such Notes. With respect to Notes to which this (S)2.6 applies, the Company shall be entitled to presume conclusively that the original holder or such subsequent Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such date. Landlord shall cooperate with Tenant to cause all bills for Impositions to be sent directly to Tenant, but if the tax collection agency will not so agree, then Landlord shall tender all bills to Tenant promptly upon Landlord’s receipt, and in such event, if Landlord fails to tender any such xxxx to Tenant within the later of Notes until (i) ten (10) Business Days following the date Company shall have received notice of Landlord’s receipt the transfer of such xxxx from Notes, and of the taxing authority name and address of the transferee Institutional Holder, or (ii) twenty (20) Business Days prior such Notes shall have been presented to the date on which the tax, or installment thereof, represented by such xxxx shall become delinquent, then (A) Tenant shall not be in default hereunder for failure to make timely payment of such Imposition until the expiration of twenty (20) business days following the date on which Tenant shall receive a copy of such xxxx from Landlord, and (B) if Tenant has not received any tax xxxx from Landlord or the taxing authority prior to the twentieth (20th) Business Day before the date on which the applicable tax payment shall become delinquent, Tenant may deliver written notice to Landlord requesting Landlord to promptly forward any tax xxxx that may have been delivered to Landlord for the tax period in question, and if Landlord fails to deliver any such tax xxxx that has actually been received by Landlord from the taxing authority prior to the receipt of Tenant’s notice within ten (10) days following Landlord’s receipt of such notice from Tenant, Landlord shall be obligated to pay any penalties incurred by Tenant for late payment of such tax xxxx which are not reasonably avoidable by Tenant. Subject to the foregoing terms of this Section 5.2(c), if Tenant shall at any time fail to pay any Impositions when due and shall fail to cure such default within the applicable period provided under Section 20.1(f) below, then Landlord shall have the right at any time thereafter to require that Tenant pay monthly installments of Impositions into an impound account maintained by Landlord or an escrowee designated by Landlord (an “Impound Account”). Tenant shall not be entitled to receive any interest or other return on any funds on deposit in any Impound Account, and any funds so held in any Impound Account may be commingled with other funds of Landlord or Landlord’s escrowee, or other parties depositing funds in such Impound Account, Company as applicable; provided that, except as otherwise provided upon the occurrence of an Event of Default, any funds held in an Impound Account maintained by Landlord or an escrowee designated by Landlord shall be used and disbursed by Landlord or such escrowee (subject to reduction for payment of customary account charges) for payment evidence of the Impositions in respect of which such deposits have been made, and for no other purpose unless an Event of Default has occurred and is continuingtransfer.

Direct Payment. Tenant shall Anything in this Agreement or the Notes to the contrary notwithstanding, the Corporation will punctually pay all Impositions when due the principal of the Notes, and any interest thereon, without any presentment thereof, directly to Purchaser or to the applicable taxing authoritynominee of Purchaser at the address set forth in Schedule 10.17 or such other address as Purchaser or Purchaser's nominee may from time to time designate in writing to the Corporation, and shall deliver to Landlord, within ten (10) days after payment thereof, true and correct copies of the receipted bills or other reasonable evidence showing such payment of all Impositions required to have been paid as of such date. Landlord shall cooperate with Tenant to cause all bills for Impositions to be sent directly to Tenant, but if the tax collection agency will not so agree, then Landlord shall tender all bills to Tenant promptly upon Landlord’s receipt, and in such eventor, if Landlord fails a bank account with a United States bank is designated for Purchaser or Purchaser's nominee on Schedule 10.17 hereto or in any written notice to tender the Corporation from Purchaser or Purchaser's nominee, the Corporation will make such payments in immediately available funds to such bank account, marked for attention as indicated. Purchaser agrees that in the event that it shall sell or transfer any such xxxx to Tenant within the later of (i) ten (10) Business Days following the date of Landlord’s receipt of such xxxx from the taxing authority or (ii) twenty (20) Business Days Notes, it will, prior to the date on which the tax, or installment thereof, represented by such xxxx shall become delinquent, then (A) Tenant shall not be in default hereunder for failure to make timely payment delivery of such Imposition until the expiration Notes, make a notation thereon of twenty (20) business days following all principal, if any, prepaid on such Notes and will also note thereon the date to which interest has been paid on which Tenant such Notes. The Corporation agrees that transferees of Notes shall receive a copy of such xxxx from Landlord, and (B) if Tenant has not received any tax xxxx from Landlord or the taxing authority prior be entitled to the twentieth (20th) Business Day before the date on which the applicable tax payment shall become delinquent, Tenant may deliver written notice to Landlord requesting Landlord to promptly forward any tax xxxx that may have been delivered to Landlord for the tax period in question, and if Landlord fails to deliver any such tax xxxx that has actually been received by Landlord from the taxing authority prior to the receipt of Tenant’s notice within ten (10) days following Landlord’s receipt of such notice from Tenant, Landlord shall be obligated to pay any penalties incurred by Tenant for late payment of such tax xxxx which are not reasonably avoidable by Tenant. Subject to the foregoing terms benefits of this Section 5.2(c), if Tenant 10.17 so long as any such transferee has made the same agreements relating to the transferred Notes as Purchaser has made in this Section 10.17. The Corporation shall at any time fail to pay any Impositions when due and shall fail to cure such default within the applicable period provided under Section 20.1(f) below, then Landlord shall have the right at any time thereafter to require that Tenant pay monthly installments of Impositions into an impound account maintained by Landlord or an escrowee designated by Landlord (an “Impound Account”). Tenant shall not be entitled to receive presume conclusively that Purchaser or any interest or other return on any funds on deposit in any Impound Account, and any funds so held in any Impound Account may be commingled with other funds of Landlord or Landlord’s escrowee, or other parties depositing funds in such Impound Account, as applicable; provided that, except as otherwise provided upon subsequent noteholders remain the occurrence of an Event of Default, any funds held in an Impound Account maintained by Landlord or an escrowee designated by Landlord shall be used and disbursed by Landlord or such escrowee (subject to reduction for payment of customary account charges) for payment holders of the Impositions in respect of which Notes until such deposits Notes shall have been madepresented to the Corporation as evidence of the transfer of such Notes. The execution hereof by the Corporation and PMI shall constitute a contract between them for the uses and purposes hereinabove set forth. PRISON REALTY CORPORATION, a Maryland corporation By: /s/ Doctor R. Cxxxxx ----------------------------------------- Title: Chief Executive Officer and for no other purpose unless an Event of Default has occurred and is continuing.Chairman -------------------------------------- PMI MEZZANINE FUND, L.P., a Delaware limited partnership By: Pacific Mezzanine Investors, LLC, a Delaware limited liability company, its General Partner By: /s/ Robexx Xxxxxxxxxxx ----------------------------------------- Title: Managing Principal -------------------------------------- TABLE OF CONTENTS PAGE 1. AUTHORIZATION OF ISSUE OF THE NOTES.............................................2