Common use of Subleases Clause in Contracts

Subleases. (a) Except as set forth in this Section 25.2(a), Lessee may not sublet any Property or portion thereof without first obtaining the prior written consent of the Lessor and the Agent, which consent may be given or withheld in the sole discretion of each such party. (b) Lessee may, without the consent of Lessor or the Agent, sublet a Property only if: (i) Lessee remains fully liable for all obligations (including without limitation all Rent and other obligations with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements; (ii) Such sublease is in writing and is expressly subject and subordinate to the rights of the Lessor, the Agent, the Lenders and the Holders under this Lease, the Security Agreement, each Mortgage Instrument and all other Operative Agreements; and (iii) Such sublease is on commercially reasonable terms and at market rates, and has a term that does not extend past the Expiration Date, and such Property is at all times used for the purposes set forth in this paragraph and in the definition of "Property." (c) No sublease or other relinquishment of possession to any Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property so sublet. (d) Each insurance policy carried by Lessee pursuant to ARTICLE XIV hereof shall be endorsed to name each sublessee under any such sublease as an additional insured. Prior to the effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Lessor and the Agent. (e) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this ARTICLE XXV, Lessee shall notify Lessor and the Agent of the execution of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and (without limiting the generality of SECTIONS 25.2(A) - (D)) any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor.

Subleases. (a) Except as set forth in this Section 25.2(aspecified on Schedule 3.8(c), Lessee may (A) Seller has not sublet subleased, licensed or otherwise granted any Property Person the right to use or occupy any portion thereof without first obtaining the prior written consent of the Lessor any Leased Real Property; (B) each Sublease is in full force and the Agent, which consent may be given or withheld effect in the sole discretion of each such party. all material respects; (bC) Lessee may, without the consent of Lessor or the Agent, sublet a Property only if: (i) Lessee remains fully liable for all obligations (including without limitation all Rent and other obligations there are no material disputes with respect to such subleased Properties and any Sublease or any Subleased Real Property; (D) neither Seller or any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements; (ii) Such sublease party to any Sublease is in writing material breach or default under any Sublease, and is expressly subject no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default under any Sublease; (E) no portion of any security deposit tendered in accordance with any Sublease has been applied with respect to a breach or default under such Sublease which has not been restored in full; (F) the subtenant, licensee or occupant of each Subleased Real Property has not assigned any rights or interests under any Sublease and subordinate has not subleased, licensed or otherwise granted the right to the rights use or occupy any portion of the Lessor, the Agent, the Lenders and the Holders under this Lease, the Security Agreement, each Mortgage Instrument and all other Operative AgreementsSubleased Real Property to any Person; and (iiiG) Such sublease is on commercially reasonable terms and at market ratesSeller does not owe, and has a term that does will not extend past the Expiration Date, and such Property is at all times used for the purposes set forth in this paragraph and owe in the definition of "Property." (c) No sublease future, any brokerage commissions or other relinquishment of possession finder's fees with respect to any Property shall Sublease; (H) no party to any Sublease (other than Seller) is an affiliate of Seller or otherwise has any economic interest in Seller; and (I) Seller has not collaterally assigned or granted any other security interest in any way discharge Sublease; (J) to Seller's Knowledge, there are no Liens or diminish encumbrances on the estate or interest created by any of Lessee's obligations Sublease; (K) Seller has paid all inducements owing with respect to Lessor hereunder each Sublease and Lessee shall remain directly has constructed all improvements required to be constructed in accordance with each Sublease; and primarily liable under this Lease as (L) no person or firm possesses or occupies, or has the right to the Property so sublet. (d) Each insurance policy carried by Lessee pursuant to ARTICLE XIV hereof shall be endorsed to name each sublessee under possess or occupy, any such sublease as an additional insured. Prior to the effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Lessor and the Agent. (e) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this ARTICLE XXV, Lessee shall notify Lessor and the Agent portion of the execution of such sublease. As of Subleased Real Property, except the date of each Lease Supplement, Lessee shall lease subtenant under the respective Properties described in such Lease Supplement from Lessor, and (without limiting the generality of SECTIONS 25.2(A) - (D)) any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessorapplicable Sublease.

Subleases. (a) Except So long as set forth in this Section 25.2(a)no Event of Default shall have occurred and be continuing, any Lessee may not sublet any Property sublease one or portion thereof more Vehicles (i) to a wholly-owned Subsidiary of such Lessee or to another Lessee without first obtaining the prior written consent of Lessors or Agent and (ii) to any other corporation organized under the Lessor laws of the United States or any State thereof with the prior written consent of each of the Lessors, which consent shall not be unreasonably withheld; provided, that any Sublease entered into pursuant to this Section 5.2 shall satisfy each of the following conditions: such Sublease shall automatically expire upon the termination of the Lease Supplement governing the Vehicle subleased under such Sublease and shall be expressly subordinate and subject to this Lease and the Liens created hereunder, and to the applicable Lease Supplement; such Sublease shall be in writing and shall expressly prohibit any further assignment, sublease or transfer; such Sublease shall not contain a purchase option in favor of the Sublessee or any other provision pursuant to which the Sublessee may obtain record or beneficial title to the Vehicle leased thereunder from the Lessee of such Vehicle; such Sublease shall prohibit the Sublessee from making any alterations or modifications to the Vehicle that would violate this Lease; such Sublease shall require the Sublessee to maintain the Vehicle in accordance with Section 5.3; all of the applicable Lessee's rights, title and interest in, to and under such Sublease shall be pledged by such Lessee to Agent, for the benefit of the Lessors, as collateral for such Lessee's obligations under the Operative Agreements, by delivery of an executed original counterpart upon the execution and delivery thereof, marked as the sole original execution counterpart for Uniform Commercial Code purposes, to the Agent, and each Lessee shall, at its own cost and expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which consent the Agent or Lessors may be given or withheld reasonably request in the sole discretion of each order to create, perfect, preserve and protect Agent's and Lessors' security interest in such party. (b) Sublease; no Lessee mayshall, without the Agent's prior written consent, permit or consent to any renewal or extension of a Sublease at any time when an Event of Default has occurred and is continuing; and Lessees' Representative shall notify Agent and each Lessor or the Agentin writing not less than 30 days prior to entering into any Sublease, sublet a Property only if: which notice shall include (i) a description of the Vehicle or Vehicles to be leased thereunder, and (ii) the street address, city, county and State where such Vehicle or Vehicles will be located during the term of such Sublease, and Lessees' Representative shall provide copies of each Sublease to Agent upon request, provided that if such Sublease will require that the Vehicle be titled or registered in a different jurisdiction, then the applicable Lessee remains fully liable for all obligations (including without limitation all Rent must comply with Section 6.1(f) of the Participation Agreement in connection with such titling and other obligations registration. The liability of each Lessee with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements; (ii) Such sublease is in writing and is expressly subject and subordinate to the rights of the Lessor, the Agent, the Lenders and the Holders under this Lease, the Security Agreement, Lease Supplements and each Mortgage Instrument and all of the other Operative Agreements; and (iii) Such sublease is on commercially reasonable terms and at market rates, and has a term that does Agreements shall not extend past the Expiration Date, and such Property is at all times used for the purposes set forth in this paragraph and in the definition of "Property." (c) No sublease be altered or other relinquishment of possession to any Property shall affected in any way discharge or diminish any of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to by the Property so sublet. (d) Each insurance policy carried by Lessee pursuant to ARTICLE XIV hereof shall be endorsed to name each sublessee under any such sublease as an additional insured. Prior to the effectiveness existence of any such sublease, Lessee shall deliver a copy thereof to the Lessor and the AgentSublease. (e) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this ARTICLE XXV, Lessee shall notify Lessor and the Agent of the execution of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and (without limiting the generality of SECTIONS 25.2(A) - (D)) any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor.

Subleases. (a) Except as set forth in this Section 25.2(a), Lessee may not sublet any Property or portion thereof without first obtaining the prior written consent of the Lessor The Mortgagor represents and the Agent, which consent may be given or withheld in the sole discretion of each such party. (b) Lessee may, without the consent of Lessor or the Agent, sublet a Property only if:warrants that: --------- (i) Lessee remains fully liable for all obligations (including without limitation all Rent and other obligations the Subleases identified in the Real Property Officers' Certificate are the only Subleases in existence on the date hereof with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative AgreementsPremises; (ii) Such sublease true copies of such Subleases have been previously delivered to the Mortgagee and there are no agreements with any Tenant under such Subleases other than those agreements expressly set forth therein; (iii) the Mortgagor is the sole owner of all of the Mortgagor's Interest in such Subleases; (iv) each of such Subleases is in writing full force and effect, constitutes a legal, valid and binding obligation of the Mortgagor and the applicable Tenant thereunder, and is expressly subject enforceable against the Mortgagor and subordinate such Tenant in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws of general application affecting the enforcement of creditor's rights; (v) there is no default by Mortgagor or, to the rights best of Mortgagor's knowledge, by any Tenant, under any of such Subleases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder; (vi) all Rents due under such Subleases have been paid in full; (vii) none of the Lessor, Rents reserved under such Subleases have been assigned or otherwise pledged or hypothecated except in favor of the Agent, Mortgagee pursuant to the Lenders provisions hereof; (viii) none of the Rents (other than any security deposit collected in accordance with the provisions of the applicable Sublease) have been collected for more than one (1) month in advance; (ix) there exists no offsets or defenses to the payment of any portion of the Rents and the Holders Mortgagor owes no monetary obligation to any Tenant under this Leaseany such Sublease; (x) the Mortgagor has received no notice from any Tenant challenging the validity or enforceability of any such Sublease; (xi) no such Sublease contains any option to purchase, the Security Agreementright of first refusal to purchase, each Mortgage Instrument and all right of first refusal to relet, or any other Operative Agreementssimilar provision; and (iiixii) Such sublease each such Sublease is on commercially reasonable terms and at market rates, and has a term that does not extend past the Expiration Date, and such Property is at all times used for the purposes set forth in subordinate to this paragraph and in the definition of "Property." (c) No sublease or other relinquishment of possession to any Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property so sublet. (d) Each insurance policy carried by Lessee Mortgage either pursuant to ARTICLE XIV hereof shall be endorsed its terms or pursuant to name each sublessee under any such sublease as an additional insured. Prior to the effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Lessor and the Agentrecordable Subordination Agreement. (e) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this ARTICLE XXV, Lessee shall notify Lessor and the Agent of the execution of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and (without limiting the generality of SECTIONS 25.2(A) - (D)) any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor.

Subleases. 14.1.1 So long as (ax) Except the owner and holder of the leasehold estate created hereunder is either (i) the “Tenant” hereunder as of the Effective Date or (ii) any successor or assign of the “Tenant” hereunder as of the Effective Date that satisfies the Qualified Transferee Requirements and (y) there does not exist a Lease Event of Default, Tenant may Sublease any part of the Premises to (i) an Affiliate, (ii) any client or customer of Tenant, (iii) any vendor of Tenant or (iv) any venturer of Tenant, without the consent of Landlord, provided that the business of the Sublessee is in accordance with the use provisions set forth out in Section 5.1 of this Lease. Tenant must, however, notify Landlord in writing of any such Sublease and the identity and notice address of the Sublessee not less than ten (10) business days prior to the date that such Sublessee occupies any portion of the Premises, such notice to include a certificate of Tenant certifying to Landlord that (x) attached to such certificate is a true, complete and correct copy of such Sublease, (y) such Sublease complies with the provisions of this Section 25.2(a)14.1 and (z) such Sublessee is a permitted Sublessee under this Section 14.1.1 and identifying how such Sublessee satisfies the requirements of the first sentence of this Section 14.1.1. 14.1.2 So long as (x) the owner and holder of the leasehold estate created hereunder is either (i) the “Tenant” hereunder as of the Effective Date or (ii) any successor or assign of the “Tenant” hereunder as of the Effective Date that satisfies the Qualified Transferee Requirements, Lessee (y) such owner and holder of the leasehold estate hereunder, together with its Affiliates, occupies at least fifty percent (50%) of the total Rentable Area of the Building and (z) there does not exist a Lease Event of Default, then Tenant may Sublease up to fifty percent (50%) of the Premises to a non-Affiliate without the consent of Landlord, provided, and on the condition, that all of the following conditions are satisfied: (A) the character of the Sublessee the nature of the activities to be conducted by the Sublessee would not sublet any Property or portion thereof without adversely affect other tenants in the Building, if applicable, (B) the business of the Sublessee is in accordance with the use provisions set out in Section 5.1 of this Lease, (C) the intended use by the Sublessee would not physically damage the Premises and (D) within ten (10) business days following the execution of such Sublease, Tenant delivers to Landlord written notice of such Sublease, such notice to include the following: (xx) the identity and notice address of the Sublessee, and (yy) a certificate of Tenant certifying to Landlord that (I) attached to such certificate is a true, complete and correct copy of such Sublease, (II) such Sublease complies with the provisions of this Section 14.1 and (III) such Sublessee is not an Affiliate of Tenant. In addition, if Tenant meets the requirements of the first obtaining sentence of Section 14.1.2 and a proposed Sublease in the aggregate with all other Subleases to non-Affiliates then in existence will cause more than fifty percent (50%) of the total Rentable Area of the Building to be subject to be occupied by non-Affiliates, then Tenant must obtain the prior written consent of the Lessor and the AgentLandlord to such additional proposed Sublease, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Tenant must notify Landlord in writing of any such Sublease and the identity and notice address of the Sublessee not less than thirty (30) days prior to the date that such Sublessee proposes to occupy any portion of the Premises, such notice to include a certificate of Tenant certifying to Landlord that (x) attached to such certificate is a true, complete and correct copy of such Sublease, (y) such Sublease complies with the provisions of this Section 14.1 and (z) such Sublessee is not an Affiliate of Tenant. Landlord may be given or withheld in the sole discretion of each such party. withhold its consent to any proposed Sublease (bfor which Landlord has consent rights) Lessee may, without the consent of Lessor or the Agent, sublet a Property only if: if Landlord reasonably determines that (i) Lessee remains fully liable for all obligations (including without limitation all Rent and the character of the proposed subtenant or the nature of the activities to be conducted by the proposed subtenant would adversely affect other obligations with respect to such subleased Properties and any other Properties) under this Leasetenants in the Building, each Lease Supplement and the other Operative Agreements; if applicable, (ii) Such sublease the intended use by the proposed subtenant is in writing and is expressly subject and subordinate to the rights of the Lessornot permitted under Section 5.1 hereof, the Agent, the Lenders and the Holders under this Lease, the Security Agreement, each Mortgage Instrument and all other Operative Agreements; and or (iii) Such sublease is on commercially reasonable terms and at market ratesthe intended use by the proposed subtenant would physically damage the Premises. If Landlord does not respond to Tenant’s request for a Sublease approval within ten (10) business days, Tenant may send a second Notice to Landlord requesting such approval, which Notice request shall be marked with a legend in bold capital letters stating: LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE SUBLEASE ATTACHED TO THIS NOTICE UNLESS LANDLORD INFORMS TENANT IN WRITING WITHIN FIVE (5) BUSINESS DAYS FOLLOWING THE RECEIPT BY LANDLORD OF THIS NOTICE THAT LANDLORD DOES NOT APPROVE SUCH SUBLEASE, and has a term that does not extend past the Expiration Date, and such Property is at all times used for the purposes set forth in this paragraph and in the definition of "Property." (c) No sublease or other relinquishment of possession if Landlord fails to any Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property so sublet. (d) Each insurance policy carried by Lessee pursuant to ARTICLE XIV hereof shall be endorsed to name each sublessee under any such sublease as an additional insured. Prior to the effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Lessor and the Agent. (e) Promptly but in any event respond within five (5) business days following Landlord’s receipt of such second Notice, the execution proposed Sublease shall be deemed approved. 14.1.3 The following shall be applicable to each Sublease, and delivery each Sublease shall expressly provide, as follows: (A) such Sublease is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of any sublease permitted termination, re-entry or dispossession by Landlord under this ARTICLE XXVLease, Lessee shall notify Lessor Landlord may at its option, (1) take over all of the right, title and interest of Tenant, as sublessor, under such Sublease, and the Agent Sublessee thereunder shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such Sublease, (2) require Subtenant to enter into a new lease pursuant to the then executory provisions of such Sublease with Landlord or Landlord’s designee or (3) terminate such Sublease or allow such Sublease to remain terminated to the extent it has terminated by operation of law or otherwise, except that in the case of either (1) or (2), Landlord shall not (i) be liable for any previous act or omission of Tenant under such Sublease, (ii) be subject to any offset or defenses that such Sublessee might have against Tenant, (iii) be bound by any previous amendment, modification of or supplement to such Sublease made without Landlord’s consent, (iv) be bound by any previous prepayment of more than one month’s rent, (v) be obligated to return or otherwise account for any security theretofore deposited to such Sublessee except to the extent that such security shall actually have been turned over to Landlord, or (vi) be bound by any covenant of Tenant (1) to undertake, complete and/or pay for any alterations of the execution Premises to make same ready for such Sublessee’s occupancy or (2) undertake, complete and/or pay for any restoration, replacement or rebuilding of the space demised to such Sublessee or any other portion of the Premises that may be required, due to any damage or destruction that shall have occurred prior to or after such termination; (B) such Sublease shall automatically terminate upon termination of this Lease, notwithstanding any other provision of the Sublease to the contrary; (C) the Sublessee under such Sublease will have any rights directly against Landlord, and such Sublease shall not create or impose any obligation or liability of Landlord in favor of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from LessorSublessee, and (without limiting D) the generality Sublessee under such Sublease will not have any right to exercise any of SECTIONS 25.2(ATenant’s rights or options under this Lease. At any time that a Lease Event of Default exists under this Lease, Landlord will have the absolute right to collect the rentals under the Sublease directly from the Sublessee and apply them to the payment of Rent, and Tenant hereby stipulates and agrees that the Sublessee (a) - shall receive full credit against its obligations under the Sublease for all sums so paid to Landlord, and (D)b) shall be entitled and is hereby directed to rely upon a Notice from Landlord that the rentals under the Sublease are payable to Landlord. It is understood and agreed, however, that Landlord’s exercise of such right shall not release or diminish Tenant’s obligations under this Lease except to the extent of funds actually received by Landlord. All profits derived from any existing tenant respecting Sublease shall be the property of Tenant. 14.1.4 Notwithstanding anything contained in this Lease to the contrary, Tenant shall not (i) sublet all or any part of the Premises or assign this Lease on any basis such Property shall automatically be deemed that the rental or other amounts to be a paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of Lessee and not a tenant the Sublessee or assignee, or (ii) sublet all or any part of Lessorthe Premises or assign this Lease in any other manner which could cause any portion of the amounts received by Landlord pursuant hereto or pursuant to any Sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”), or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. All references in this Section 14.1.4 to Section 856 of the Code shall also refer to any successor provisions thereto.

Subleases. (a) Except as set forth in this Section 25.2(aspecified on Schedule 3.8(c), Lessee may (A) Seller has not sublet subleased, licensed or otherwise granted any Property Person the right to use or occupy any portion thereof without first obtaining the prior written consent of the Lessor any Leased Real Property; (B) each Sublease is legal, valid, binding, enforceable and the Agent, which consent may be given or withheld in the sole discretion of each such party. full force and effect in all material respects; (bC) Lessee may, without the consent of Lessor or the Agent, sublet a Property only if: (i) Lessee remains fully liable for all obligations (including without limitation all Rent and other obligations there are no material disputes with respect to such subleased Properties and any Sublease or any Subleased Real Property; (D) neither Seller or any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements; (ii) Such sublease party to any Sublease is in writing material breach or default under any Sublease, and is expressly subject no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default under any Sublease; (E) no portion of any security deposit tendered in accordance with any Sublease has been applied with respect to a breach or default under such Sublease which has not been restored in full; (F) the subtenant, licensee or occupant of each Subleased Real Property has not assigned any rights or interests under any Sublease and subordinate has not subleased, licensed or otherwise granted the right to the rights use or occupy any portion of the Lessor, the Agent, the Lenders and the Holders under this Lease, the Security Agreement, each Mortgage Instrument and all other Operative AgreementsSubleased Real Property to any Person; and (iiiG) Such sublease is on commercially reasonable terms and at market ratesSeller does not owe, and has a term that does will not extend past the Expiration Date, and such Property is at all times used for the purposes set forth in this paragraph and owe in the definition of "Property." (c) No sublease future, any brokerage commissions or other relinquishment of possession finder's fees with respect to any Property shall Sublease; (H) no party to any Sublease (other than Seller) is an affiliate of Seller or otherwise has any economic interest in Seller; and (I) Seller has not collaterally assigned or granted any other security interest in any way discharge Sublease; (J) to Seller's Knowledge, there are no Liens or diminish encumbrances on the estate or interest created by any of Lessee's obligations Sublease; (K) Seller has paid all inducements owing with respect to Lessor hereunder each Sublease and Lessee shall remain directly has constructed all improvements required to be constructed in accordance with each Sublease; and primarily liable under this Lease as (L) no person or firm possesses or occupies, or has the right to the Property so sublet. (d) Each insurance policy carried by Lessee pursuant to ARTICLE XIV hereof shall be endorsed to name each sublessee under possess or occupy, any such sublease as an additional insured. Prior to the effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Lessor and the Agent. (e) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this ARTICLE XXV, Lessee shall notify Lessor and the Agent portion of the execution of such sublease. As of Subleased Real Property, except the date of each Lease Supplement, Lessee shall lease subtenant under the respective Properties described in such Lease Supplement from Lessor, and (without limiting the generality of SECTIONS 25.2(A) - (D)) any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessorapplicable Sublease.

Subleases. (a) Except as set forth for subleases permitted by this Article VI, no Lessee shall have the right to assign, mortgage or pledge to any Person, including an Affiliate of any Lessee or Mandalay, at any time, in whole or in part, any of its right, title or interest in, to or under this Section 25.2(a)Lease, Lessee may not sublet or any Property or portion thereof of the Equipment, in any case without first obtaining the prior written consent of the Lessor Required Participants, and any such assignment, mortgage or pledge shall be void. Notwithstanding the Agentforegoing, which consent may be given or withheld in the sole discretion of each such party. (b) any Lessee may, without the consent of Lessor or the AgentRequired Participants and so long as no Event of Default exists and is continuing, sublet enter into a Property only if: (i) sublease of all of its rights and obligations under this Lease with a wholly-owned, direct or indirect, Subsidiary of Mandalay. With respect to any sublease permitted under this Article VI, no Lessee remains fully liable for all obligations (including without limitation all Rent and other obligations shall sublease any interest with respect to this Lease to, or permit any such subleased Properties and sublease by, any other Properties) Person who shall then be engaged in any proceedings for relief under any Debtor Relief Law. The sublease for any Equipment subject to a sublease permitted under this Lease, each Lease Supplement Article VI must provide (and the other Operative Agreements; (iirelevant Lessee shall assure) Such sublease is in writing that such Equipment shall be used and is expressly subject and subordinate to the rights operated only at one of the LessorFacilities or, in the case of Slot Machines, at a casino or other gaming establishment operated by Mandalay or any of its Affiliates provided that with respect to any such sublease of Slot Machines at a location other than a Facility, Lessees shall have executed and delivered, or caused to be executed and delivered, to Lessor and Collateral Agent, the Lenders and the Holders under this Lease, the Security Agreement, each Mortgage Instrument any and all other Operative Agreements; and (iii) Such sublease is on commercially reasonable terms such documents as Trustee and/or Collateral Agent may reasonably require in order to create, perfect, preserve and at market rates, protect Lessor's Lien in such Sublease and has a term that does Slot Machines and ensure Lessor's and Collateral Agent's access to such Slot Machines. The Lessees shall not extend past permit any sublessee to engage in activities in respect of the Expiration Date, and such Property is at all times used for the purposes set forth in this paragraph and in the definition of "Property." (c) Equipment which are substantially different from Lessees' activities. No sublease or other relinquishment of possession to any Property shall in any way permitted hereunder will (a) discharge or diminish any of Lessee's or any Guarantor's obligations to Lessor hereunder under any Operative Document, including Lessees' obligations under this Lease or under any other Operative Document, and Lessee Lessees shall remain directly and primarily liable under this Lease as and the other Operative Documents with respect to all of the Property so sublet. Equipment or (db) Each insurance policy carried by Lessee pursuant to ARTICLE XIV hereof extend beyond the last day of the Lease Term. In addition, each sublease permitted hereby (x) shall be endorsed made and shall expressly provide that it is subject and subordinate to name each this Lease and the rights of Lessor hereunder, (y) shall expressly provide for the surrender of the Equipment subleased by the applicable sublessee at the election of Lessor after the occurrence and continuance of an Event of Default, and (z) shall expressly prohibit any further sublease by such sublessee of the Equipment subject thereto or the granting or existence of any Liens on the Equipment subject thereto. The effectiveness of a sublease hereunder shall be conditioned upon the receipt by Lessor of a writing executed by Lessee, the applicable sublessee and Guarantors, and acceptable in form and substance to Lessor (acting at the direction of the Required Participants) (each, a "Sublease"), reaffirming that Lessees and Guarantors shall remain primarily liable hereunder and under any the other Operative Documents, notwithstanding such sublease Sublease and confirming that the applicable Lessee will serve as an additional insured. Prior to the effectiveness representative of any such subleasesublessee with the authority, on behalf of such sublessee, to bind such sublessee with respect to the Operative Documents or any amendment, modification or waiver thereunder and shall have the power and authority to receive and give all notifications, consents, payments and deliveries under this Lease and the other Operative Documents. No Lessee shall deliver a copy thereof assign or pledge any of its rights under any Sublease to any Person other than Lessor or Collateral Agent for the Lessor and the Agent. (e) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this ARTICLE XXV, Lessee shall notify Lessor and the Agent benefit of the execution of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and (without limiting the generality of SECTIONS 25.2(A) - (D)) any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of LessorParticipants.