Cash Management. Within three hundred sixty-five (365) days following the Closing Date, the Borrower and its Subsidiaries shall # open deposit accounts with Wells Fargo (such accounts collectively, the “Primary Cash Management Accounts”), and # maintain all of their cash management and operating accounts (other than as relates to credit cards) with Wells Fargo. The Borrower and its Subsidiaries shall use commercially reasonable efforts to direct all customers and any other Persons making payments to make payments to the Primary Cash Management Accounts promptly upon the opening of the Primary Cash Management Accounts. Any Subsidiary of the Borrower acquired or created after the Closing Date shall comply with the terms of this [Section 8.21(a)] within the later of # 365 days following the Closing Date; and # ninety (90) days of such acquisition or creation. The Primary Cash Management Accounts shall not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent.

Cash Management. On or before the Fourth Amendment Closing Date, the Loan Parties shall establish their primary depository and treasury management relationships with Wells Fargo or one or more of its Affiliates and will maintain such depository and treasury management relationships at all times during the term of the Agreement.

Cash Management. The Borrowers shall # establish (or shall have established) the Deposit Account and the Cash Management Account in accordance with [Section 2.6], # deposit all funds received by them following the date hereof into the Deposit Account and # direct each Manager to deposit all funds received by each Manager following the date hereof pertaining to the Properties into the Deposit Account.

Cash Management System. The Loan Parties shall maintain their principal deposit accounts at ​ (other than with respect to depository accounts required by the Loan Parties to be maintained in locations where Wells Fargo does not have a branch within a reasonable distance) and other than as provided in [Section 5.20].

Simultaneously with the occurrence of Completion of the Project, ​ shall enter into a Cash Management Agreement with a Cash Management Bank. ​ acknowledges and agrees that the Cash Management Agreement shall provide, among other things, that upon the commencement of the first Trigger Period (if any) hereunder, a cash collateral account shall be established at the Cash Management Bank (such account, the “Cash Management Account”) in accordance with the terms of the Cash Management Agreement. ​ hereby grants to ​ a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of ​ a perfected first priority security interest. ​ hereby agrees that the Cash Management Agreement shall constitute an account control agreement with Cash Management Bank for the purposes of the UCC, and authorizes ​ to file ​ Financing Statements and continuations thereof to perfect ​’s security interest in the Cash Management Account if reasonably necessary. ​ and ​ shall have the sole right to make withdrawals from the Cash Management Account, and neither ​ or any other Person claiming on behalf of or through ​ shall have any right or authority, whether express or implied, to make use of, or withdraw any funds, investments or other properties from, the Cash Management Account, or to give any instructions with respect to the Cash Management Account. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by ​ from time to time in accordance with the Cash Management Agreement. The Cash Management Account shall be assigned the federal tax identification number of the ​. ​ shall provide ​ or Cash Management Bank, at any time upon request of ​, with a Form W-8 or W-9 to evidence that ​ is not subject to any back-up withholding under the IRS Code. If ​ has not completed the process of opening the Cash Management Account with the Cash Management Bank prior to the first Payment Date during a Trigger Period, then

Cash Management Services. ​ may use availability hereunder up to the Cash Management Sublimit for ​’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in various cash management services agreements related to such services (the “Cash Management Services”). The entire Cash Management Sublimit will be treated as an Advance for purposes of determining availability under the Domestic Credit Limit and shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. The Cash Management Services shall be subject to additional terms set forth in applicable cash management services agreements. If at any time the Line of Credit is terminated or otherwise ceases to exist, ​ shall immediately secure in cash the entire Cash Management Sublimit on terms acceptable to ​.

Cash Management Agreement. The Agent shall have received from the Borrowers the final Cash Management Agreement, duly executed by each Borrower and the Cash Management Bank.

This Agreement and the Cash Management Agreement and the Deposit Account Control Agreement, collectively, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Cash Management Account and the Deposit Account in favor of the Agent for the benefit of the Lender, and each such security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of each Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, none of the Borrowers has sold, pledged or otherwise transferred or conveyed any of its rights or interests in the Cash Management Account or the Deposit Account;

Cash Management Services Sublimit. Co-Borrowers may use up to ​ of the Revolving Line for Bank’s cash management services which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”). Any amounts Bank pays on behalf of Co-Borrowers for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances.

Indebtedness in respect of Cash Management Agreements and other similar Indebtedness in respect of overdrafts and related liabilities arising in the ordinary course of business from treasury, depository and cash management services or from automated clearing-house transfers of funds;

“Cash Management Liabilities” shall have the meaning provided in the definition of “Cash Management Products and Services.”

Liabilities. Except as included in the SEC reports of the Company, the Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise).

Liabilities. The Company has existing liabilities in the amount of ​. Company has agreed to seek third party funding in an amount no less than ​ in aggregate to reduce this liability, and has agreed that all known liabilities will be extinguished prior to ​.

Liabilities. Neither Seller nor any of its Affiliates have committed or obligated the Partnership to any obligation or liability that is not known to the Partnership or to Buyer or its Affiliates.

Liabilities. For purposes of this Agreement, the term “Liabilities” shall be broadly construed and shall include, without limitation, judgments, damages, deficiencies, liabilities, losses, penalties, excise taxes, fines, assessments and amounts paid in settlement, including any interest and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payment under this Agreement.

Liabilities. To Sellers' knowledge, there are no liabilities, not otherwise reflected in the Financial Statement, which are known or with reasonable care or upon reasonable inquiry should be known, and which are now or may be assessed or become a charge against the Assets.

“Cash Management Reserve” shall mean the aggregate amount of reserves established (based upon the obligations and liabilities of any Loan Party in respect of the Cash Management Obligations) by the ​ or the ​ from time to time in its Permitted Discretion in respect of Cash Management Obligations then outstanding.

cash management and treasury management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of any Borrower to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of [Section 11.5].

Indebtedness in respect of Cash Management Agreements and other similar Indebtedness in respect of overdrafts and related liabilities arising in the ordinary course of business from treasury, depository and cash management services or from automated clearing-house transfers of funds;

“Current Ratio” means the ratio of Current Assets to Current Liabilities.