CoreCivic Lease Agreements and ESG Strategy
Cash Flow Waterfall During Maintenance Period
Illustrative Summary
Revenue Account
1
Routine Maintenance Account*
2
Lessor Expense Account
3
Ongoing Financing Fees
Taxable Bonds Interest & Principal
Payment Account
Debt Service Reserve Account
Replenishment
Life Cycle Work Reserve Account**
5
6
7
Discretionary Capital Expenditures
8
Debt Service on Permitted
Indebtedness
9
Restricted Payments Account &
Distribution Account
Considerations
1 Routine Maintenance Expenses
and current Life Cycle Work not
funded by the Life Cycle Work
Reserve Account
2 Deposits to Lessor Expense
Account, an amount equal to the
aggregate amount of the Lessor
Operating Expenses then due and
payable or reasonably projected to
be due
3 Repayment of fees, costs,
expenses, or other amounts due
under the Financing Documents as
well as any on-going rating agency
costs
4 1/12th of upcoming principal and 1/6th
of upcoming interest on the Bonds
5 To repay any DSRA LC drawdowns
or to cash fund DSRA
6
To fund the Life Cycle Work Reserve
Account to the Life Cycle Work
Required Amount
7 Payment of any discretionary and
permissible capital expenditures
8 Payment of any scheduled interest
and principal on any Permitted
Indebtedness
9 Restricted payments (distributions)
subject to traditional project finance
conditions
*In connection with any Monthly Funding Date, in the event that the amount of the related Monthly Lease Payment made by the
Lessee under a Lease Agreement is less than the amount of the Monthly Lease Payment (without regard to any reduction or deduction
provided for in the Lease Agreement) scheduled to be paid thereunder for the applicable Lease Month, the amount to be deposited in
the Routine Maintenance Account on such Monthly Funding Date shall be reduced by the amount of such deficiency until the amounts
required to be deposited into the Lessor Expense Account, the Taxable Bonds Interest Payment Account, Taxable Bond Principal
Payment Account, the Debt Service Reserve Account and to pay ongoing financing costs for such Monthly Funding Date have been
satisfied in full pursuant to the Waterfall.
** For purposes of calculating the Debt Service Coverage Ratio, required deposits into the Life Cycle Work Reserve Account, as well
as amounts required to be deposited in the Routine Maintenance Account, the Lessor Expense Account and the payment of fees,
expenses and other amounts required under the Financing Documents prior to the payment of debt service, are deducted from
available Project Revenues when determining available Project Revenues for payment of debt service on the Bonds.
Note: Simplification, refer to Collateral Agency and Security Agreement for full detail of cash flow waterfall
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