Management Agreement. The management agreement between Seller and Extra Space Management, Inc., a Utah corporation, Seller's property manager, will be terminated at Closing, and Seller will pay the termination fee therefor, with evidence of such termination, executed by Seller and such property manager, to be provided by Seller to Purchaser at Closing.

The Borrower shall not # permit the Investment Management Agreement to be modified, amended or terminated, or # waive any material duties or obligations of the Investment Adviser (or any of its permitted assigns) thereunder, in each case, in a manner that materially adversely affects any Secured Party without the prior written consent of the Administrative Agent unless such modification or amendment is not materially less favorable to the Borrower than in good faith is believed could be obtained on an arm’s length basis from unrelated third parties.

Property Management Agreement. A copy of the Property Management Agreement for the Punta Gorda Parcel.

Management Agreement. Except in accordance with this Agreement, # Enter into, any management agreement, # terminate, cancel or consent to either the reduction of the term of or the assignment of any management agreement approved by Lender in

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

. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not enter into any agreement providing for the management, leasing or operation of any portion of the Property other than the Property Management Agreement and the Leases.

Management Agreement. The Consultant acknowledges that the Company has entered into the Management Agreement with the Manager pursuant to which the Manager shall provide the Management Services. The Company hereby authorizes the Consultant to coordinate providing the Theater Services with the Manager. The Consultant is authorized to rely on instructions from the Manager and advise the Manger’s personnel regarding the various recommendations to be provided by the Consultant under this Agreement. The Company authorizes and directs the Manager to pay all Consulting Fees to the Consultant, and reimburse the Consultant for all Consultant Expenses incurred by the Consultant, as provided in this Agreement.

Management Agreement. A termination of Seller’s existing property management agreement, executed by Seller and acknowledged by the existing property manager.

Management Agreement. Borrower shall # cause Manager to manage the Property in accordance with the Management Agreement, # diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, # promptly notify Lender of any default under the Management Agreement of which it is aware, and # promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement.

Investment Management Agreement. No party to the Investment Management Agreement is in breach of any of its representations, warranties, agreements and/or covenants thereunder that has a material adverse effect on the Lenders, except as a result of insufficient funds being available to make any payments on any Interest Payment Date.