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 # Limitations on Reference to Investment Manager. The Company shall not distribute or circulate any sales literature, promotional or other material which contains any reference to the Investment Manager without the prior approval of the Investment Manager and shall submit in draft form all such materials requiring approval of the Investment Manager, allowing sufficient time for review by the Investment Manager and its counsel prior to any deadline for printing. If the Investment Manager ceases to furnish services to the Company, the Company at its expense:

In developing strategies, making decisions and exercising its rights under this Agreement (including acting through its representatives on the JSC and its Alliance Managers), each party shall act in good faith and use its Commercially Reasonable Efforts to achieve the goal of the then-current Commercialization Plan. For clarity, ACADIA shall be

“Lead Manager” shall mean BlackRock Financial Management, in its capacity as lead manager.

and expenses incurred by the Lead Manager (and each Affiliate of the Lead Manager that is a Lender), including any fees, charges and disbursements of legal counsel to the Lead Manager;

NEE Operating LP, on behalf of the Service Recipients, shall reimburse the Manager for all out-of-pocket fees, costs and expenses, including those of any third party (other than those contemplated by Section 7.5.1 hereof except as otherwise provided by [Section 7.5.2.10]) (“Expenses”), incurred by the Manager or any member of the Manager Group in connection with the provision of the Services, provided that, if any Expenses arise from Services that are shared with the Manager or any member of the Manager Group, the Manager shall in good faith determine the portion of Expenses allocable to members of the Manager Group. Expenses are expected to include, among other things:

Reporting. Manager shall provide Provider with billing and collection reports about Provider that Manager typically provides.

“Dealer Manager” means # D.H. Hill Securities LLLP or # any successor dealer manager utilized by the Company.

fail at any time to have at least one Independent Manager on its board of managers; provided, however, such Independent Manager may be an independent director or manager of another special purpose entity affiliated with ​;

Senior Manager. Any Employee who is a "senior manager" for compensation purposes as shown on the records of AT&T.