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<br /> assignment or subletting is effective, said assignee or sublessee shall assume, in full, the <br /> obligations of Lessce under this Lcase. Any such assignment or subletting shall not, in any way, <br /> . affect or limit thc liability of Lessee under the terms of this Lease even if after such assignment <br /> or subletting the tcnllS of this Lease are materially changed or altered without the consent of <br /> Lessee, the consent of whom shall not be necessary. <br /> 12.3 Terms and Conditions of Assignment. Regardless of Lessor's consent, no <br /> assignment shall release Lessee of its obligations hereunder or alter the primary liability of <br /> Lessee to pay the Base Rent and Lessee's Share of Operating Expenses, and to perfonn all other <br /> obligations to be perfonned by Lessee hereunder. Lessor may accept rent from any person other <br /> [han Lessee, pcnding approval or dis~lpproval of sLlch assignmcnt. Ncithcr a delay in the <br /> :.lpproval or disapproval of such assignmcnt nor the acceptance of rent shall constitute a waiver or <br /> estoppel of Lessor's right to exercise its remedies for the breach of any of the terms or conditions <br /> of this paragraph 12 or this Lease. Consent to one assignment shall nol be deemed consent to <br /> any subsequent assignment. In the event of default by any assignee of Lessee or any successor of <br /> Lessee. in the pcrfom1ancc of any of the terms hereof, Lessor may proceed directly against <br /> Lessee without the necessity of exhausting remedies against said assignee or successor. Lessor <br /> may consent to subsequent assignments of this Lease or amendments or modifications to this <br /> Lease with assignees of Lessee, without notifying Lessee, or any successor of Lessee, and <br /> without obtaining its or their consent thereto, and such action shall not relieve Lessee of liability <br /> under this Lease. <br /> 12.4 Terms and Conditions Applicable to Subletting. Regardless of Lessor's <br /> consent, the following terms and conditions shall apply to any subletting by Lessee of all or any <br /> part of the Premises and shall be included in subleases: <br /> (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all rentals <br /> and income arising from any sublease heretofore or hereafter made by Lessee, and Lessor may <br /> coHcct such rent and income and apply the same toward Lessee's obligations under this Lease; <br /> provided. however. that until a default occurs in the performance of Lessee's obligations under <br /> this Lease, Lessee may receive, collect, and enjoy the rents accruing under such sublease. Lessor <br /> shall not, by reason of this or any other assignment of such sublease to Lessor nor by reason of <br /> . the coHection of the rents from a sublessee, be deemed liable to the sublessee for any failure of <br /> Lessee to perform and comply with any of Lessee's obligations to such sublessee under such <br /> sublease. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a <br /> written notice from Lessor stating that a default exists in the perfomlance of Lessee's obligations <br /> under this Lease, to pay to Lessor the rents due and to become due under the sublease. Lessee <br /> agrees that such sublessee shall have the right to rely upon any such statement and request from <br /> Lessor, and that such sublessee shall pay such rents to Lessor without any obligation or right to <br /> inquire as to whether such default exists and notwithstanding any notice from or claim from J. <br /> Lessee to the contrary. Lessee shalt have no right to claim against such sublessee or Lessor for <br /> any such rents so paid by such sublessee to Lessor. <br /> (b) No sublease entered into by Lessee shall be effective unless and until it has been <br /> approved in writing by Lessor. In entering into any sublease, Lessee shall use only such form of <br /> sublease as is satisfactory to Lessor. and once approved by Lessor, such sublease shall not be <br /> changed or modified without Lessor's prior written consent. Any sublessee shall, by reason of <br /> entering into a sublease under this Lease, be deemed, for the benefit of Lessor, to have assumed <br /> and agreed to confonn and comply with each and every obligation herein to be performed by <br /> Lessee other than such obligations as arc contrary to or inconsistent with provisions contained in <br /> a sublease to which Lessor has expressly consented in writing. <br /> (e) If Lessee's obligations under this Lease have been guaranteed by third parties, <br /> then a sublease, and Lessor's consent thereto, shall not be effective unless said guarantors give <br /> their written consent to such sublease and the terms thereof. <br /> (d) The consent by Lessor to any subletting shall not release Lessee from its <br /> obligations or alter the primary liability of Lessee to pay the rent and perfonn and comply with <br /> all of the obligations of Lessee to be performed under this Lease. <br /> (e) The consent by Lessor to any subletting shall not constitute a consent to any <br /> subsequent subletting by Lessee or to any assignment or subletting by the sublessee. However, <br /> . Lessor may consent to subsequent sublettings and assignments of the sublease or any <br /> amendments or modifications thereto without notifying Lessee or anyone else liable on this <br /> Lease or the sublease and without obtaining their consent, and such action shall not relieve such <br /> persons from liability. <br /> IIMINNEAPOUS\VQL1>sUPI'(lRT\A,,-O>\ 1 >\\"-MBIR........,R.....Ut'..GREEMEN\oInIWo:Ol.~ / <br /> page II ./ <br /> (S:IMDATAl.AM8IGENEIU1..\FORMSIRllT-U-M.DOC) <br /> / / <br /> / <br /> /' <br /> / /' <br />