Consent To Sublease Page 8
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18(b)
Notwithstanding the absolute assignment set forth in subparagraph (a)
above, until a Default (as defined below) shall occur under the Master Lease, Sublessor may
receive, collect and enjoy the rents accruing under the Sublease. Effective upon the earlier of the
occurrence of a default by Sublessor under the Sublease or the occurrence of an event which,
with the passage of time would constitute a default by Sublessor under the Master Lease
(collectively, a "Default"), Sublessor's license to enjoy or use any of the Sublease rent
theretofore or thereafter accrued or collected shall automatically terminate, without requirement
of notice to Sublessor or Sublessee, and Master Lessor may, at its option, upon notice to
Sublessee, receive and collect, directly from Sublessee, all rent owing and to be owed under the
Sublease. Notwithstanding the foregoing, any other payment of rent from Sublessee directly to
Master Lessor, regardless of the circumstances or reasons therefor, shall in no manner
whatsoever be deemed an attornment by Sublessee to Master Lessor or serve to release Sublessor
from any liability under the terms, covenants, conditions, provisions or agreements under the
Master Lease, in the absence of a specific written agreement signed by Master Lessor to such an
effect. Master Lessor shall not, by reason of this assignment of the Sublease nor by reason of the
collection of the rents from the Sublessee, be deemed liable to Sublessee for any failure of the
Sublessor to perform and comply with Sublessor's obligations under the Sublease.
(c)
Sublessor hereby irrevocably authorizes and directs Sublessee and
Sublessee agrees, upon receipt of any written notice from the Master Lessor stating that a
Default has occurred in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor all rents due and to become due under the Sublease. Sublessor agrees that
(i) Sublessee shall have the right to rely upon any such statement and request from Master
Lessor, (ii) Sublessee is hereby instructed to pay such rents to Master Lessor without any
obligation or right to inquire as to whether such Default exists and notwithstanding any notice
from or claim from Sublessor to the contrary, and (iii) Sublessor shall have no right or claim
against Sublessee for any such rents so paid to Master Lessor by Sublessee. The acceptance of
rent by Master Lessor from Sublessee or anyone else liable under the Master Lease shall not be
deemed a waiver by Master Lessor of any provisions of the Master Lease.
(d)
In the event of any Default of Sublessor under the Master Lease, Master
Lessor may proceed directly against Sublessor, any guarantors or any one else liable under the
Master Lease or the Sublease without first exhausting Master Lessor's remedies against any other
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person or entity liable thereon to Master Lessor.
In the event of a default by Sublessee under
the Sublease which constitutes a Default by Sublessor under the Master Lease, Master Lessor
shall be permitted (by assignment of cause of action or otherwise) to institute an action or
proceeding against Sublessee in the name of Sublessor and as Sublessor's attorney-in-fact in
order to enforce Sublessor's rights under the Sublease, and shall also be permitted to take all
ancillary actions (e.g., serve default notices and demands) in the name of Sublessor and as
Sublessor's attorney-in-fact (and Sublessor hereby irrevocably appoints Master Lessor its
attorney-in-fact for the purposes set forth herein) as Master Lessor reasonably shall determine to
be necessary. Sublessor agrees to cooperate with Master Lessor, and to execute such documents
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Sublessee is likely to object to Master Lessor having direct enforcement rights against
Sublessee with no obligations to Sublessee.
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