o Accounts Payable

Project Management. Unless and until revoked by Landlord by written notice delivered to Tenant, Landlord hereby # delegates to Project Manager the authority to exercise all approval rights, supervisory rights and other rights or powers of Landlord under this Tenant Work Letter with respect to the design and construction of the Tenant Improvements, and # requests that Tenant work with Project Manager with respect to any logistical or other coordination matters arising in the course of construction of the Tenant Improvements, including monitoring Tenant's compliance with its obligations under this Tenant Work Letter and under the Lease with respect to the design and construction of the Tenant Improvements. Tenant acknowledges the foregoing delegation and request, and agrees to cooperate reasonably with Project Manager as Landlord's representative pursuant to such delegation and request. Fees and charges of Project Manager for such services shall be at Landlord's sole expense except to the extent otherwise expressly provided in this Tenant Work Letter.

Transportation Management. Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Project and/or the Building that do not adversely affect Tenant’s parking right hereunder, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

Project Management. With respect to each Project Plan, each party will appoint a project manager who will be the party responsible for overseeing the Project Plan.

Management Rights. Borrower shall permit any representative that Agent or the Lenders authorizes, including its attorneys and accountants, to inspect the Collateral and examine and make copies and abstracts of the books of account and records of Borrower at reasonable times and upon reasonable notice during normal business hours; provided, however, that so long as no Event of Default has occurred and is continuing, such examinations shall be limited to no more often than twice per fiscal year. In addition, any such representative shall have the right to meet with management and officers of Borrower to discuss such books of account and records at reasonable time and upon reasonable notice during normal business hours. In addition, Agent or the Lenders shall be entitled at reasonable times and intervals reasonably acceptable to Borrower to consult with and advise the management and officers of Borrower concerning significant business issues affecting Borrower, which consultations shall not unreasonably interfere with Borrower’s business operations; provided that the management and officers of Borrower are not obligated to accept such advice. The parties intend that the rights granted Agent and the Lenders shall constitute “management rights” within the meaning of 29 C.F.R. Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by Agent or the Lenders with respect to any business issues shall not be deemed to give Agent or the Lenders, nor be deemed an exercise by Agent or the Lenders of, control over Borrower’s management or policies.

Management Agreements. Mortgagor shall not enter into any agreement for the management or operation of all or part of the Mortgaged Property (a "Management Agreement") without # furnishing to Mortgagee a copy of such Management Agreement together with such information with respect to the managing party as Mortgagee may reasonably request, # receiving Mortgagee's prior written consent thereto, which consent shall not be unreasonably withheld, # executing an assignment of such Management Agreement in favor of Mortgagee of all of Mortgagor's rights under such Management Agreement, and # delivering a subordination and attornment agreement executed by Mortgagor and Mortgagor's managing agent in favor of Mortgagee, with all documentation described in [clauses (i) through (iv) above] to be in form and content satisfactory to Mortgagee.

Management Agreement. The Tribe or Borrower shall enter into any management agreement with any Affiliate of the Tribe or Borrower, other than a Loan Party, with respect to all or any part of the Gaming operations of Mohegan Sun or Pocono at any time during the term of this Agreement unless # the manager thereunder has entered into a subordination agreement with the Administrative Agent (which the Administrative Agent shall be under no obligation to enter into) and # in the case of any such management agreement (within the meaning of IGRA) with respect to Mohegan Sun, such subordination agreement is effective and the Commission has approved such subordination agreement and management agreement or has issued a “declination” letter in connection with such subordination agreement and management agreement (including to the effect that the subordination agreement does not modify such management agreement); or

Management Reports. The Borrowers shall deliver to the Administrative Agent and the Lenders, concurrently with the delivery of the quarterly and annual financial statements set forth in [subsections (a) and (b)])] above, a copy of any management report, letter or similar writing furnished to the Companies by the accountants in respect of the systems, operations, financial condition or properties of the Companies.

Investments in Related Businesses in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $500.0 million and 8.50% of Consolidated Total Assets;

Management Fee. Pay any management fee, consulting fee, or similar fee to the Sponsors, any of its equity holders, or any Affiliate thereof.