Common use of Cash Management Provisions Clause in Contracts

Cash Management Provisions. (a) All proceeds of Collateral shall be deposited by the Loan Parties into one or more blocked Collateral Deposit Accounts established at the Administrative Agent for the deposit of such proceeds. (b) To the extent any Loan Party is permitted to maintain a deposit account with a financial institution other than the Administrative Agent on an interim basis in accordance with Section 5.13, then each applicable Loan Party, the Administrative Agent and the financial institution at which the account of such Loan Party is maintained shall enter into a Deposit Account Control Agreement or equivalent arrangement within thirty (30) days after the Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent that is sufficient to give the Administrative Agent “control” over each such account. (c) The Loan Parties hereby grant to the Administrative Agent a Lien upon all items received at a Lock Box and all funds deposited in a Collateral Deposit Account and any other deposit account of any Loan Party such that they shall be subject to the Lien of the Administrative Agent for its own benefit and the ratable benefit of the Secured Parties at all times. (d) No later than sixty (60) days after the Effective Date (unless such date is extended in the sole discretion of the Administrative Agent), the Loan Parties shall direct all of their Account Debtors to forward payments directly to a Lock Box maintained by the Administrative Agent (each, a “Lock Box”) for deposit to a Collateral Deposit Account and shall use their best efforts to ensure that their customers deliver all remittances upon Accounts (whether paid by check, by wire transfer of funds or by any other means available to such customer) to a Lock Box for deposit to a Collateral Deposit Account. (e) To the extent (i) any Account Debtor cannot deliver remittances upon Accounts (whether paid by check, by wire transfer of funds or otherwise) to a Collateral Deposit Account, or (ii) any Loan Party directly receives any remittances upon Accounts of any Loan Party, such Loan Party shall, at such Loan Party’s sole cost and expense, but on the Administrative Agent’s behalf and for the Administrative Agent’s account, collect as the Administrative Agent’s property and in trust for the Administrative Agent all amounts received on such Accounts, and shall not commingle such collections with any of such Loan Party’s other funds or use the same and shall as soon as possible and in any event no later than two (2) Business Day after the receipt thereof (i) in the case of remittances paid by check or such other payment instruments as are customarily used to collect receivables by the Loan Parties in such country, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into a Collateral Deposit Account. Each Loan Party shall deposit in a Collateral Deposit Account or, upon request by the Administrative Agent, deliver to such Administrative Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness. (f) All deposit accounts (including a Collection Account), securities accounts, and investment accounts of each Loan Party as of the Effective Date are set forth on Schedule 5.15. (g) No Loan Party shall open any new deposit account, securities account or investment account (other than an Excluded Account) or designate such account as an account into which proceeds of Accounts are to be paid unless the Administrative Agent has provided its prior written consent and an account control agreement in form and substance reasonably satisfactory to the Administrative Agent sufficient to give the Administrative Agent “control” over such account has been entered into between the relevant bank or financial institution, the Administrative Agent and the applicable Loan Party.

Cash Management Provisions. (ai) All proceeds On and after the Closing Date, provided no Event of Collateral Default has occurred or is continuing, funds then on deposit in the Payment Reserve Account shall be deposited allocated and disbursed by the Loan Parties into one or more blocked Collateral Deposit Accounts established at the Senior Administrative Agent for priorities FIRST through THIRD and SIXTH on each Payment Date in the deposit of such proceeds. (b) To the extent any Loan Party is permitted to maintain a deposit account with a financial institution other than the amounts determined by Senior Administrative Agent and in the order of priority set forth below and Administrative Agent shall provide written notice to Borrower (no later than five (5) Business Days after each Payment Date) setting forth the amounts of each such disbursement and substantiation for such amounts. For priorities FOURTH through TWELFTH except SIXTH, below, a Withdrawal Certificate in the form attached hereto as Exhibit K shall be submitted by the Borrower to the Senior Administrative Agent instructing the Senior Administrative Agent to withdraw and transfer from the Payment Reserve Account (or retain in the Payment Reserve Account) the amounts specified in such Withdrawal Certificate on an interim basis the date specified in such Withdrawal Certificate (which shall be a Payment Date), to the payees and the accounts and in the amounts specified in such Withdrawal Certificate in accordance with Section 5.13the priorities below applicable to such Payment Date, then each applicable Loan Partyand upon the Senior Administrative Agent’s receipt of such Withdrawal Certificate, the Senior Administrative Agent shall make such withdrawals and the financial institution at which the account transfers (or retention of such Loan Party is maintained shall enter into a Deposit Account Control Agreement or equivalent arrangement within thirty (30funds) days after in accordance with the Effective instructions set forth therein on the applicable Payment Date, in each case in form and substance reasonably satisfactory case, to the extent adequate funds are available in the following amounts and in the following amounts and in the following order of priority: ​ (A) FIRST, to Senior Administrative Agent that is Agent, in the amount sufficient to give pay all payments of fees, expenses, and other charges then due in connection with the Administrative Agent “control” over each such account.Senior Debt Obligations; (cB) The Loan Parties hereby grant SECOND, to the Senior Administrative Agent a Lien upon all items received at a Lock Box and all funds deposited in a Collateral Deposit Account and any other deposit account of any Loan Party such that they shall be subject to the Lien of the Administrative Agent Agent, for its own benefit and the ratable benefit of the Secured Parties at Senior Lenders, in the amount sufficient to pay all timesaccrued but unpaid interest then due on the Senior Debt Obligations; (C) THIRD, to the Senior Administrative Agent, for the ratable benefit of the Senior Lenders, in the amount sufficient to pay all outstanding principal then due on the Senior Debt Obligations; (D) FOURTH, to the Lender and Senior Lenders, as applicable, for deposit into the respective DSCR Reserve Accounts in an amount set forth on the Withdrawal Certificate sufficient to satisfy the Target Reserve Amount; (E) FIFTH, to each of Liberty and Amalgamated, in the amount set forth on the Withdrawal Certificate sufficient to pay all required deposits, including the Quarterly Liberty O&M Reserve Account Payment and Quarterly Amalgamated O&M Reserve Account Payment, into the O&M Reserve Account in accordance with the terms and conditions of Section 6.21(a) and 6.21(b), and, after the Senior Debt Obligations have been satisfied in full, to CGB in the amount sufficient to pay all required deposits, including the Quarterly CGB O&M Reserve Account Payment into the O&M Reserve Account in accordance with the terms and conditions of Section 6.21(c); (F) SIXTH, to the Senior Administrative Agent, for the ratable benefit of the Senior Lenders, in an amount sufficient to satisfy any mandatory prepayments on the Obligations; (G) SEVENTH, to Administrative Agent for the benefit of Connecticut Green Bank, in the amount set forth on the Withdrawal Certificate sufficient to pay all payments of fees, expenses, and other charges then due in connection with the Obligations, to the extent permitted by the CGB Subordination Agreement; (H) EIGHTH, to Administrative Agent for the benefit of Connecticut Green Bank, in the amount set forth on the Withdrawal Certificate sufficient to pay all payments of accrued but unpaid interest then due in connection with the Obligations, to the extent permitted by the CGB Subordination Agreement; (I) NINTH, to Administrative Agent for the benefit of Connecticut Green Bank, in the amount set forth on the Withdrawal Certificate sufficient to pay scheduled payments of principal then due on the Obligations, to the extent permitted by the CGB Subordination Agreement; and (J) TENTH, for deposit into the CGB DSCR Reserve Account for the benefit of Connecticut Green Bank, in its capacity as administrative and collateral agent, in the amount set forth on the Withdrawal Certificate sufficient to satisfy the Required CGB DSCR Reserve Balance (as such term is defined in Section 6.20(c) hereof); ​ (K) ELEVENTH, to Connecticut Green Bank, in the amount set forth on the Withdrawal Certificate sufficient to satisfy any mandatory prepayments on the Obligations, including, without limitation, any Cash Sweep Payments to the extent permitted by the CGB Subordination Agreement; and (L) TWELFTH, provided that no Event of Default has occurred and is continuing, to Xxxxxxxx’s Operating Account on the last day of each fiscal quarter of Borrower in an amount set forth on the Withdrawal Certificate. For the avoidance of doubt, Xxxxxxxx shall be permitted to withdraw funds from such account to make distributions in an amount set forth on the Restricted Payment Certificate subject to the terms of the CGB Subordinated Loan Documents and Section 7.06 of this Agreement. (dii) No later than sixty If an Event of Default shall have occurred and be continuing, then Administrative Agent may, with the consent of, or shall, at the request of, the Lender (60) days after the Effective Date (unless such date is extended consent or request to be in the Lender’s sole discretion and absolute discretion), without notice to or the consent of Borrower, apply all or any portion of the Administrative Agent), Payment Reserve Account Funds (A) in the Loan Parties shall direct all amounts and in the order of their Account Debtors to forward payments directly to a Lock Box maintained by priority set forth in Section 6.20(b)(i) or such other order of priority as the Administrative Agent (each, a “Lock Box”) for deposit to a Collateral Deposit Account and shall use their best efforts to ensure that their customers deliver all remittances upon Accounts (whether paid by check, by wire transfer of funds or by any other means available to such customer) to a Lock Box for deposit to a Collateral Deposit Account. (e) To the extent (i) any Account Debtor cannot deliver remittances upon Accounts (whether paid by check, by wire transfer of funds or otherwise) to a Collateral Deposit AccountLender may direct, or (iiB) any Loan Party directly receives any remittances upon Accounts toward the payment of any Loan Partythe Obligations, regardless of whether the Obligations have been accelerated and/or such Loan Party shall, at such Loan Party’s sole cost Obligations are then due and expense, but on the Administrative Agent’s behalf and for the Administrative Agent’s account, collect as the Administrative Agent’s property and in trust for the Administrative Agent all amounts received on such Accounts, and shall not commingle such collections with any of such Loan Party’s other funds or use the same and shall as soon as possible and in any event no later than two (2) Business Day after the receipt thereof (i) in the case of remittances paid by check or such other payment instruments as are customarily used to collect receivables by the Loan Parties in such country, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittancespayable, in each case, into a Collateral Deposit Account. Each Loan Party shall deposit in a Collateral Deposit Account or, upon request by the Administrative Agent, deliver to such Administrative Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtednessaccordance with Section 8.03. (f) All deposit accounts (including a Collection Account), securities accounts, and investment accounts of each Loan Party as of the Effective Date are set forth on Schedule 5.15. (g) No Loan Party shall open any new deposit account, securities account or investment account (other than an Excluded Account) or designate such account as an account into which proceeds of Accounts are to be paid unless the Administrative Agent has provided its prior written consent and an account control agreement in form and substance reasonably satisfactory to the Administrative Agent sufficient to give the Administrative Agent “control” over such account has been entered into between the relevant bank or financial institution, the Administrative Agent and the applicable Loan Party.

Cash Management Provisions. Terms used and not otherwise defined in the Loan Documents will have the meanings set forth at the end of this Section. (a) All proceeds Within twenty (20) days following the XxXxxx Release Effective Date and thereafter (and in all events prior to the date required for the first deposit), during the term of Collateral shall the Loan, Xxxxxxxx must establish and maintain one segregated interest-bearing account (with the interest to accrue for the benefit of Borrower unless an Event of Default exists) (the “Cash Management Account”) to be deposited held by the Loan Parties into one or more blocked Collateral Deposit Accounts established at the Administrative Agent for the deposit benefit of such proceedsXxxxxxx, which Cash Management Account will be under the sole dominion and control of Administrative Agent. The Cash Management Account must be entitled using the following paradigm: “KBSIII 515 CONGRESS, LLC, as Borrower and U.S. Bank National Association, as Administrative Agent, pursuant to KBSIII 515 CONGRESS, LLC - Cash Management Account.” Borrower may not in any way alter or modify the Cash Management Account. Administrative Agent will have the sole right to make withdrawals from the Cash Management Account, and all costs and expenses for establishing and maintaining the Cash Management Account will be paid by Borrower. All monies now or hereafter deposited into the Cash Management Account will be deemed additional security for the Obligations, and except as expressly provided in this Section, Administrative Agent is not obligated to make any funds in the Cash Management Account available to Borrower or for the Projects. Once established the Cash Management Account will remain in effect until the Loan has been repaid in full. (b) To The insufficiency of funds on deposit in the extent Cash Management Account will not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Party is permitted to maintain a Documents, and such obligations will be separate and independent, and not conditioned on any event or circumstance whatsoever. All funds on deposit account with a financial institution other than in the Cash Management Account following the occurrence and during the SMRH:0000-0000-0000.18 -15- continuance of an Event of Default may be applied by Administrative Agent on an interim basis in accordance with Section 5.13, then each applicable Loan Party, the such order and priority as Administrative Agent and the financial institution at which the account of such Loan Party is maintained shall enter into a Deposit Account Control Agreement or equivalent arrangement within thirty (30) days after the Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent that is sufficient to give the Administrative Agent “control” over each such accountdetermines. (c) The Until the Loan Parties hereby grant is repaid in full (and the Lenders have no further obligations to advance any Loan proceeds), Borrower shall deposit all Excess Cash Flow generated each month into the Cash Management Account on or prior to the twentieth (20th) day of the following month; provided Borrower shall commence making such deposits on the first full calendar month that follows the XxXxxx Release Effective Date (i.e., the first such deposit shall occur on or prior to April 20, 2024) and shall continue making such deposits each month thereafter. Additionally, Borrower must, concurrently with Borrower’s deposit of Excess Cash Flow, deliver to Administrative Agent a Lien upon the Excess Cash Flow Certificate related to such Excess Cash Flow deposit. (d) So long as no Default or Event of Default exists for which Administrative Agent has sent notice to Borrower and provided Borrower has expended all items received at a Lock Box cash on hand, any Borrower may request disbursements from the Cash Management Account for the payment of the debt service payments (including, without limitation, the amortization payments referenced in Section 2(d) above) and all funds deposited in a Collateral Deposit Account other payments then due and payable under the Loan as well as Tenant Improvements, Leasing Commissions and Capital Expenditures, any extension fees, and any other deposit account operating shortfalls relating to any of the Projects, provided that any Loan Party such that they disbursement from the Cash Management Account for Tenant Improvements, Leasing Commissions and/or Capital Expenditures shall be subject to the Lien same conditions as an Advance of Loan proceeds as set forth in Section 3.4 of the Administrative Loan Agreement as if such disbursement were an Advance of Loan proceeds (other than Section 3.4(a)(ii) which shall not apply; provided, however, that in connection with any request for disbursement from the Cash Management Account, Agent shall have the right to request updated title reports (at Borrower’s expense) for the Projects and, to the extent any such title report reveals any liens or other matters, which in Agent's good faith reasonable judgment jeopardize or otherwise impair its own benefit security interest (and/or the first priority thereof) in any Project, Agent shall have no further obligation to make disbursement from the Cash Management Account until such liens or other matters have been waived by Agent or satisfied in a manner reasonably acceptable to Agent, and following Agent’s written demand, Borrower shall promptly cause any such liens or other matters to be satisfied or released, of record, or bonded around and removed from the Project encumbered thereby or affirmatively insured over by the Title Company to Agent's reasonable satisfaction (or addressed the same in a manner that is consistent with the terms of the Loan Documents), or shall make other arrangements with respect to the discharge thereof and the ratable benefit of releases thereof from the Secured Parties at all times. (d) No later than sixty (60) days after Project encumbered thereby as are acceptable to Agent, in its reasonable discretion). Notwithstanding anything to the Effective Date (unless such date is extended contrary contained herein, funds on deposit in the sole discretion Cash Management Account may, at Borrower’s option, be disbursed prior to available Loan proceeds for the payment of the Administrative Agent)Tenant Improvements, the Loan Parties shall direct all of their Account Debtors to forward payments directly to a Lock Box maintained by the Administrative Agent (each, a “Lock Box”) for deposit to a Collateral Deposit Account and shall use their best efforts to ensure that their customers deliver all remittances upon Accounts (whether paid by check, by wire transfer of funds or by any other means available to such customer) to a Lock Box for deposit to a Collateral Deposit AccountLeasing Commissions and/or Capital Expenditures. (e) To So long as no Default or Event of Default exists for which Administrative Agent has sent notice to Borrower, Borrower may request disbursements from the extent Cash Management Account for the payment of REIT Level Expenses, provided that any such disbursement from the Cash Management Account shall be subject to the following conditions precedent: (i) any Account Debtor cannot deliver remittances upon Accounts all outstanding costs and expenses related to Tenant Improvements, Leasing Commissions and/or Capital Expenditures (whether for which Borrower has received invoices) then due SMRH:0000-0000-0000.18 -16- and payable shall have been paid by check, by wire transfer of funds in full (or otherwise) to a Collateral Deposit Account, there shall exist no such costs or (ii) any Loan Party directly receives any remittances upon Accounts of any Loan Party, such Loan Party shall, at such Loan Party’s sole cost and expense, but on the Administrative Agent’s behalf and for the Administrative Agent’s account, collect as the Administrative Agent’s property and in trust for the Administrative Agent all amounts received on such Accounts, and shall not commingle such collections with any of such Loan Party’s other funds or use the same and shall as soon as possible and in any event no later than two (2) Business Day after the receipt thereof (i) in the case of remittances paid by check or such other payment instruments as are customarily used to collect receivables by the Loan Parties in such country, deposit all such remittances in their original form (after supplying any necessary endorsements) expenses); and (ii) Borrower shall have complied with the requirements set forth in Section 3.4 of the case Loan Agreement as if such disbursement were an Advance of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into a Collateral Deposit Account. Each Loan Party proceeds (other than Section 3.4(a)(ii) which shall deposit in a Collateral Deposit Account or, upon request by the Administrative Agent, deliver to such Administrative Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtednessnot apply). (f) All deposit accounts Borrower shall submit a request for disbursement from the Cash Management Account no less than ten (including 10) Business Days prior to the proposed disbursement date. Upon receipt of a Collection Account)request for a disbursement, securities accounts, Administrative Agent will send a copy thereof to each other Lender and investment accounts of will otherwise notify each Loan Party as Lender of the Effective Date are proposed disbursement and the proposed date of funding. Borrower may request a disbursement of funds on deposit in the Cash Management Account no more than twice per month. Notwithstanding any term or condition to the contrary set forth on Schedule 5.15. (g) No Loan Party shall open any new deposit accountherein, securities account or investment account (other than an Excluded Account) or designate such account as an account into which proceeds of Accounts are to be paid unless the Administrative Agent has provided its prior written consent and an account control agreement shall have no obligation to disburse proceeds from the Cash Management Account for REIT Level Expenses in form and substance reasonably satisfactory to excess of the Administrative Agent sufficient to give CMA Account Disbursement Limit (as defined below). For the Administrative Agent “control” over such account has been entered into between purposes of the relevant bank or financial institutionabove provisions, the Administrative Agent and following terms will have the applicable Loan Party.ascribed meanings:

Cash Management Provisions. (ai) All proceeds On and after the Closing Date, provided no Event of Collateral Default has occurred or is continuing, funds then on deposit in the Payment Reserve Account shall be deposited allocated and disbursed by Administrative Agent for priorities FIRST through THIRD and SIXTH on each Payment Date in the amounts determined by Administrative Agent and in the order of priority set forth below and Administrative Agent shall provide written notice to Borrower (no later than five (5) Business Days after each Payment Date) setting forth the amounts of each such disbursement and substantiation for such amounts. For priorities FOURTH through TWELFTH except SIXTH, below, a Withdrawal Certificate in the form attached hereto as Exhibit K shall be submitted by the Loan Parties into one or more blocked Collateral Deposit Accounts established at Borrower to the Administrative Agent for the deposit of such proceeds. (b) To the extent any Loan Party is permitted to maintain a deposit account with a financial institution other than instructing the Administrative Agent to withdraw and transfer from the Payment Reserve Account (or retain in the Payment Reserve Account) the amounts specified in such Withdrawal Certificate on an interim basis the date specified in such Withdrawal Certificate (which shall be a Payment Date), to the payees and the accounts and in the amounts specified in such Withdrawal Certificate in accordance with Section 5.13the priorities below applicable to such Payment Date, then each applicable Loan Partyand upon the Administrative Agent’s receipt of such Withdrawal Certificate, the Administrative Agent shall make such withdrawals and the financial institution at which the account transfers (or retention of such Loan Party is maintained shall enter into a Deposit Account Control Agreement or equivalent arrangement within thirty (30funds) days after in accordance with the Effective ​ ​ ​ instructions set forth therein on the applicable Payment Date, in each case case, to the extent adequate funds are available in form the following amounts and substance reasonably satisfactory in the following order of priority: (A) FIRST, to Administrative Agent, in the amount sufficient to pay all payments of fees, expenses, and other charges then due in connection with the Obligations; (B) SECOND, to the Administrative Agent that is sufficient to give the Administrative Agent “control” over each such account. (c) The Loan Parties hereby grant to the Administrative Agent a Lien upon all items received at a Lock Box and all funds deposited in a Collateral Deposit Account and any other deposit account of any Loan Party such that they shall be subject to the Lien of the Administrative Agent Agent, for its own benefit and the ratable benefit of the Secured Parties at Lenders, in the amount sufficient to pay all times.accrued but unpaid interest on the Obligations; (dC) No later than sixty (60) days after the Effective Date (unless such date is extended in the sole discretion of the Administrative Agent)THIRD, the Loan Parties shall direct all of their Account Debtors to forward payments directly to a Lock Box maintained by the Administrative Agent (each, a “Lock Box”) for deposit to a Collateral Deposit Account and shall use their best efforts to ensure that their customers deliver all remittances upon Accounts (whether paid by check, by wire transfer of funds or by any other means available to such customer) to a Lock Box for deposit to a Collateral Deposit Account. (e) To the extent (i) any Account Debtor cannot deliver remittances upon Accounts (whether paid by check, by wire transfer of funds or otherwise) to a Collateral Deposit Account, or (ii) any Loan Party directly receives any remittances upon Accounts of any Loan Party, such Loan Party shall, at such Loan Party’s sole cost and expense, but on the Administrative Agent’s behalf and for the Administrative Agent’s account, collect as the Administrative Agent’s property and in trust for the Administrative Agent all amounts received on such Accounts, and shall not commingle such collections with any of such Loan Party’s other funds or use the same and shall as soon as possible and in any event no later than two (2) Business Day after the receipt thereof (i) in the case of remittances paid by check or such other payment instruments as are customarily used to collect receivables by the Loan Parties in such country, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into a Collateral Deposit Account. Each Loan Party shall deposit in a Collateral Deposit Account or, upon request by the Administrative Agent, deliver for the ratable benefit of the Lenders, in the amount sufficient to such pay all outstanding principal on the Obligations; (D) FOURTH, to the Lenders, for deposit into the DSCR Reserve Accounts in an amount set forth on the Withdrawal Certificate sufficient to satisfy the Target Reserve Amount; (E) FIFTH, to each of Liberty and Amalgamated, in the amount set forth on the Withdrawal Certificate sufficient to pay all required deposits, including the Quarterly Liberty O&M Reserve Account Payment and Quarterly Amalgamated O&M Reserve Account Payment, into the O&M Reserve Account in accordance with the terms and conditions of Section 6.21(a) and 6.21(b); (F) SIXTH, to the Administrative Agent, for the ratable benefit of the Lenders, in original form and an amount sufficient to satisfy any mandatory prepayments on the date Obligations; (G) SEVENTH, to Connecticut Green Bank, in its capacity as administrative and collateral agent, in the amount set forth on the Withdrawal Certificate sufficient to pay all payments of receipt thereoffees, all checksexpenses, drafts, notes, money orders, acceptances, cash and other evidences charges then due in connection with the CGB Subordinated Debt, to the extent permitted by the CGB Subordination Agreement; (H) EIGHTH, to Connecticut Green Bank, in its capacity as administrative and collateral agent, in the amount set forth on the Withdrawal Certificate sufficient to pay all payments of Indebtednessaccrued but unpaid interest then due in connection with the CGB Subordinated Debt, to the extent permitted by the CGB Subordination Agreement; (I) NINTH, to Connecticut Green Bank, in its capacity as administrative and collateral agent, in the amount set forth on the Withdrawal Certificate sufficient to pay scheduled payments of principal then due on the CGB Subordinated Debt, to the extent permitted by the CGB Subordination Agreement; and (J) TENTH, for deposit into the CGB DSCR Reserve Account for the benefit of Connecticut Green Bank, in its capacity as administrative and collateral agent, in the amount set forth on the Withdrawal Certificate sufficient to satisfy the Required CGB DSCR Reserve Balance (as such term is defined in Section 6.20(c) of the CGB Credit Agreement); (K) ELEVENTH, to Connecticut Green Bank, in its capacity as administrative and collateral agent, in the amount set forth on the Withdrawal Certificate sufficient to satisfy any mandatory prepayments on the CGB Subordinated Debt, including, without limitation, any “Cash Sweep Payments” (as such term is defined in the CGB Credit Agreement) to the extent permitted by the CGB Subordination Agreement; and ​ ​ ​ (L) TWELFTH, provided that no Event of Default has occurred and is continuing, to Xxxxxxxx’s Operating Account on the last day of each fiscal quarter of Borrower in an amount set forth on the Withdrawal Certificate. For the avoidance of doubt, Xxxxxxxx shall be permitted to withdraw funds from such account to make distributions in an amount set forth on the Restricted Payment Certificate, subject to the terms of the CGB Subordinated Loan Documents and Section 7.06 of this Agreement. (fii) All deposit accounts If an Event of Default shall have occurred and be continuing, then Administrative Agent may, with the consent of, or shall, at the request of, the Required Lenders (including a Collection Accountsuch consent or request to be in the Required Lenders’ sole and absolute discretion), securities accountswithout notice to or the consent of Borrower, and investment accounts of each Loan Party as apply all or any portion of the Effective Date are Payment Reserve Account Funds (A) in the amounts and in the order of priority set forth on Schedule 5.15. (g) No Loan Party shall open any new deposit account, securities account or investment account (other than an Excluded Accountin Section 6.20(b)(i) or designate such account other order of priority as an account into which proceeds the Required Lenders may direct, or (B) toward the payment of Accounts the Obligations, regardless of whether the Obligations have been accelerated and/or such Obligations are to be paid unless the Administrative Agent has provided its prior written consent then due and an account control agreement payable, in form and substance reasonably satisfactory to the Administrative Agent sufficient to give the Administrative Agent “control” over such account has been entered into between the relevant bank or financial institution, the Administrative Agent and the applicable Loan Partyaccordance with Section 8.03.