and the Manager is an Affiliate of the ​, # an Event of Default occurs and is continuing, # the Manager shall become bankrupt or insolvent (or seek similar status under any Creditors’ Rights Law), # a material default by Manager occurs under the Management Agreement beyond any applicable grace and cure periods, or # Manager commits any action constituting gross negligence, malfeasance or willful misconduct, ​ shall, at the request of ​, terminate the Management Agreement and replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement.

Section # Matters Concerning the Managers. (A) If any Manager is an Affiliated Manager then if # an Event of Default occurs and is continuing and the Loan has been accelerated by the Agent as a result thereof or # such Manager shall become bankrupt or insolvent and # if such Manager is not an Affiliated Manager then, if # an Event of Default occurs and is continuing, # such Manager shall become bankrupt or insolvent, or # such Manager materially breaches any Management Agreement beyond any applicable cure period, then in each such case as applicable, the Agent may elect to replace such Manager (and terminate its management agreement) with a Qualified Manager and enter into a Replacement Management Agreement; it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. The rights of the Agent set forth in this Section 9.2 shall be in addition to, and not in derogation of, the rights of the Agent pursuant to any Assignment of Management Agreement.