in connection with the purchase by the Borrower or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner;

Cash Management Services Sublimit. As part of the Revolving Line, Borrowers may request, and Bank may provide, Cash Management Services, provided that any amount Bank pays on behalf of a Borrower for any Cash Management Services will be treated as Advances under the Revolving Line.

Cash Management Services Sublimit. Borrower may use the Revolving Line in an aggregate amount not to exceed the lesser of # Eleven Million Dollars ($11,000,000.00), minus # the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and # the lesser of the Revolving Line or the Borrowing Base, minus # the sum of all outstanding principal amounts of any Advances, minus # the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) plus # the cash collateral maintained in the CMMA Account, 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 Borrower 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.

Management Services. If at any time from and after the Closing Date, the Borrower or its Subsidiaries or Affiliates or the Management Company cease to provide, collectively, directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (it being agreed for the avoidance of doubt that the Borrower may self-manage its properties to be considered in compliance with such requirement).

Cash Management. Notwithstanding anything to the contrary in the Loan Documents, including but not limited to that certain Side Letter dated as of August 15, 2012, by and among Lender, Borrower and Guarantor, in the event the Property does not maintain a DCR (as defined below) of at least 1.0 as of August 31, 2020, Borrower and Lender shall enter into a Clearing Account Agreement and a Cash Management Agreement, each in form and substance acceptable to Lender, no later than September 30, 2020, pursuant to which Borrower shall cause all Rents to be remitted directly to an account (the “Clearing Account”) established with a bank acceptable to Lender in its sole discretion (the “Deposit Bank”), provided that, as of the date of this Agreement, U.S. Bank National Association is an acceptable Deposit Bank; and the failure to satisfy such requirements by September 30, 2020 shall be an Event of Default under the Loan Documents, provided that, in the event that such requirements cannot be satisfied with reasonable due diligence by September 30, 2020, such failure shall not constitute an Event of Termination under this Agreement so long as Borrower diligently works to remedy the same for such additional period of time, if any, as reasonably determined by Lender. The Deposit Bank shall also be a party to the Clearing Account Agreement and, subject to the terms of this Section, Lender shall have sole dominion and control over, and a perfected security interest in, the Clearing Account. At Lender’s option and direction, all funds in the Clearing Account shall be transferred to an account designated by Lender (the “Cash Management Account”), at an institution designated by Lender (the “Cash Management Depository”), or at Lender’s option and direction, Lender may designate the Deposit Bank as the Cash Management Depository and may also designate the Clearing Account as the Cash Management Account. Lender shall apply the funds in the Cash Management Account, on the applicable due date thereof, as follows:

Cash Management. From the Effective Date until the Transition Date, Tenants shall provide Landlord weekly on Monday of each week the following documents: # a list of all payables other than payroll and employee benefits that Tenants wish to pay that week (the “Payables Request”); # an accounts payable aging report; # and accounts receivable aging report; and # updated cash balances for all bank accounts of Tenants. On or before 5 p.m. on Wednesday of each week Landlord shall approve or disapprove by line item any payment set forth on the Payables Request, and Tenants shall be permitted to make any payments approved by Landlord. Notwithstanding anything to the contrary set forth herein, Tenants shall at all times be permitted to fund and pay ordinary course payroll expenses and employee benefits.

Cash Services. Eversana shall provide order to cash services, including, at Evoke’s request, customer service, customer management, Product maintenance, pricing maintenance, order management, invoicing, reconciliation of remittance to invoice, cash application to Evoke lock box, accounts receivable and adjustments, and provide standard reporting associated therewith.

Unless Administrative Agent otherwise consents in writing, in order to facilitate Administrative Agent's maintenance and monitoring of the Collateral, each Loan Party shall maintain, and shall cause each Loan Party to maintain its general checking/controlled disbursement account and its other deposit accounts with Administrative Agent. Each Loan Party shall be responsible for all normal charges assessed thereon. Each Loan Party shall notify Administrative Agent in writing ten (10) days prior to opening any new Deposit Account and shall enter into a control agreement satisfactory to Administrative Agent for each such Deposit Account of such Loan Party on or before the opening of such Deposit Account. Notwithstanding the foregoing, Loan Parties shall be permitted to maintain their existing bank accounts maintained with KeyBank for a period not to exceed ninety (90) days after the Closing Date, provided all of the Loan Parties’ Account and other collections are promptly remitted to Lender for application to the Obligations in a manner satisfactory to Administrative Agent.

Indebtedness of any Company or its Subsidiaries in respect of Permitted Intercompany Advances;

. The Loan Parties shall maintain their principal deposit accounts at [[Agent:Organization]], National Association (other than with respect to depository accounts required by the Loan Parties to be maintained in locations where [[Agent:Organization]] does not have a branch within a reasonable distance) and other than as provided in Section 5.20.