Alliance Manager. Each Party shall appoint a person(s) within [* * *] of execution of this agreement who shall be the primary contact between the Parties for all matters that arise between the date of meetings of the CPC and shall have such other responsibilities as the Parties may agree in writing after the Effective Date (each, an “Alliance Manager”). Each Party shall be responsible for all travel and related costs and expenses for its Alliance Manager. Each Party may replace its Alliance Manager at any time by notice in writing to the other Party.

Warranty Manager. Builder shall designate a Warranty Manager for the Vessel at least ​ prior to Delivery of the Vessel. The Warranty Manager shall be familiar with the Work and all Builder's Suppliers, vendors and/or Subcontractors. Upon receipt of a Warranty Notification, the Warranty Manager will take all reasonable steps to resolve the claim. Without limitation to the foregoing, the Warranty Manager shall work with Owner's Representative in: # understanding the nature of any warranty claim; # coordinating remedies with Builder or Builder's Supplier or Subcontractor; and # assisting to coordinate payments on any third-party vendor or Subcontractor work.

Default Manager. As of the last day of each fiscal quarter beginning 33 months from the date hereof, if the Madewell LTV exceeds the Permitted Series A-1 Madewell LTV, then, so long as the Lender Members hold any Series A-1 Notes, the number of Managers constituting the Board of Managers shall automatically be increased by one and the holders of a majority in interest of the outstanding Series A-1 Notes, excluding the Sponsor Members and their Affiliates (the “Series A-1 Majority”), shall be entitled to determine how such newly created Manager is appointed, including in accordance with applicable provisions of the Series A-1 Indenture (the “Default Manager”). The Series A-1 Majority shall be entitled to appoint the Default Manager [[Organization B:Organization]] Board of Managers until the Madewell LTV ceases to exceed the Permitted Series A-1 Madewell LTV. At such time that the Madewell LTV is determined in good faith by the Board of Managers in accordance with Section 6.5 to cease to exceed the Permitted Series A-1 Madewell LTV, the Lender Members will cause the Default Manager to immediately resign and the number of Managers constituting the Board of Managers shall automatically be decreased by one. The Company shall, in accordance with Section 11.1, indemnify and hold harmless the Default Manager against any and all loss, liability, claim, damage or expense incurred without negligence or willful misconduct by the Default Manager, arising out of or in connection with the duties and responsibilities of the Default Manager and pay all reasonable and documented out-of-pocket fees, expenses and reimbursement of expenses (including all fees and expenses of advisors retained by the Default Manager but excluding any discounts or commissions in respect of any underwriters, who shall be retained by the Company as needed) related to serving as Default Manager; provided, the foregoing shall in no way limit the reimbursement obligations of Madewell under the Registration Rights Agreement, and there shall be no duplication of recovery by the Default Manager [[Organization B:Organization]] extent the Company arranges for any amounts that are reimbursable pursuant to this [Section 6.1(c)] to be paid or reimbursed directly [[Organization B:Organization]] Default Manager pursuant [[Organization B:Organization]] Registration Rights Agreement.

Manager; Servicer. Change its servicer for loans constituting a portion of the Collateral, without Lender’s prior written consent in its sole and absolute discretion.

Manager Indemnity. Manager shall indemnify and hold Lessee and Landlord (and Lessee’s agents, shareholders, officers, directors, and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds that may be incurred by or asserted against any such party and that arise from # the fraud, willful misconduct or gross negligence of Manager; provided, however, that the act or omission of any employee of Manager who is not an Executive Employee (but including any employee of Manager with access to or signatory authority over funds of Lessee held by Manager), which act or omission is willful or constitutes fraud or gross negligence on the part of such employee, shall not constitute fraud, gross negligence or willful misconduct on the part of Manager unless Manager’s home office or regional staff, or an Executive Employee, acted with gross negligence in employing, training, supervising or continuing the employment of such employee; # the infringement by any of Manager’s intellectual property rights (including trademarks, software, etc.) of the intellectual property rights of any third party; # any Excluded Employee Claims; or # knowing or reckless placing, discharge, leakage, use or storage, of hazardous materials on the Premises or in the Hotel by Manager during the Term of this Agreement as set forth in [Section 28.10(c)]. Lessee shall promptly provide Manager with written notice of any claim or suit brought against it by a third party which might result in such indemnification. Lessee shall carry general liability insurance.

Alliance Manager. Each of the Parties will appoint a single individual to serve as that Party’s alliance manager (“Alliance Manager”). The role of each Alliance Manager will be to facilitate the relationship between the Parties as established by this Agreement.

Alliance Manager. Each Party shall appoint an individual to be the point of contact within each Party (the “Alliance Manager”) with responsibility for facilitating communication between the Parties for all matters between meetings of the JRC, including communication between the Parties regarding the Discovery Activities and Party Development Activities. The Alliance Manager of each Party may be a member of the JRC. If the Alliance Manager of each Party is not a JRC member, then the Alliance Manager may attend JRC meetings as a non-voting participant. The Alliance Manager shall facilitate resolution of potential and pending issues and potential disputes to enable the JRC to try to reach consensus and avert escalation of such issues or potential disputes, if possible.

Disposition Manager. The Disposition Manager will have the duties specifically set forth in the Disposition Management Agreement, including a requirement to assist in the engagement of an appropriate third party broker (such broker, the “MSR Sales Agent”) and coordinate the sale of the MSRs in accordance with the rights and responsibilities of the Indenture Trustee as secured party under the Acknowledgment Agreement. Prior to the occurrence and continuation of an Event of Default, PMC shall have the right to remove and replace the Disposition Manager without cause with prior written consent of the Administrative Agent and Fannie Mae. The Disposition Manager shall have the right to resign under the circumstances described in the Disposition Management Agreement. No resignation or removal of the Disposition Manager and no appointment of a successor Disposition Manager will become effective until the acceptance of appointment by a successor Disposition Manager. Pursuant to the Disposition Management Agreement, if no successor Disposition Manager shall have been appointed and shall have accepted appointment within sixty (60) days after the giving of a notice of resignation, the resigning Disposition Manager may petition any court of competent jurisdiction for the appointment of a successor Disposition Manager, and the costs of the Disposition Manager in connection with such petition shall be reimbursable in accordance with the Disposition Management Agreement. Notwithstanding anything in this Base Indenture to the contrary, in the event of any conflict between this Base Indenture (or any provision of this Base Indenture) and the Disposition Management Agreement, the terms of the Disposition Management Agreement shall prevail.

Manager Representations. Manager, in order to induce Lessee to enter into this Agreement, hereby represents and warrants to Lessee as follows:

Technical Sales Support that will support [[AT&T:Organization]] Cybersecurity with quoting and configuration for the products/services;