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<br />~~ Term shall not cease or terminate but shall remain in full force and effect with respect to the portion of the
<br />Premises and of the Improvements not taken or condemned (any taking or condemnation or change of
<br />grade of the kind described in this Section being referred to as a"Partial Taking"), and in such event the
<br />~j total award or awards for the taking shall be apportioned and paid to L,essor, who shall have the right to and
<br />t J shall be entitled to receive directly from the condemning authonty, in its entirety and not subject to any
<br />trust, that portion of the award that equals the Land Awazd, and Lessee shall have the right to and shall be
<br />entitled to receive directly from the condemning authority the balance of the award, to be applied by the
<br />~`~ ~ recipient as it shall deem appropriate
<br />16.4 In the event of a taldng of all or a part of the Premises or the Improvements for
<br />temporary" use, ttus Lease shall continue without change, as between Lessor and Lessee, and Lessee shall be
<br />entitled to the entire award made for such use; provided that Lessee shall be entitled to file and prosecute
<br />any claim against the condemnor for damages and to recover the same, for any negligent use, waste, or
<br />in~ury to the Premises or the Improvements throughout the balance of the then-current Term. The amount
<br />of damages so recovered shall belong to Lessee.
<br />16.5 In the event of aay dispute between Lessee and Lessor with respect to any issue of
<br />~ ~ fact arising out of a taking mentioned in this section, such dispute shall be i~esolved by the same court in
<br />which the condemnation action is brought, in such proceedings as may be appropriate for the adjudicating
<br />the dispute.
<br />Section 17. Assigument and Sabletting ~ -
<br />17.1 Until the Project is substantially completed, Lessee shall not sell, assign, or in any
<br />other manner transfer this Lease or any interest in this Lease or the estate of L.essee under this Lease without
<br />the prior consent of Lessor, wluch consent shall not be unreasonably withheld or delayed. After the Project
<br />is completed, there shall be no restriction on Lessee's right to sell, assign, or in any manner transfer this
<br />Lease or any interest in this Lease or the estate of I.essee or rent, ~sublet, subleas~, or underlet the Premises
<br />or the Improvements, except as set forth below.
<br />17.2 Lessee shall have the right to sublet portions of the Premises and/or of the
<br />Improvements at any ~time and from time to time, bnt only for a term or terms that shall expire before the
<br />expiration of the Term, and provided that each such sublease shall be in writing and shall be subject and
<br />subordinate to the rights of Lessor under this I.ease. ~
<br />17.3 When this Lease terminates, Lessor shall recognize and not disiurb the quiet
<br />enjoyment of any sublessee if (1) the sublease is then free from default; (2) the sublease is in all materiai
<br />respects in the forna of a sublease approved by I.essor, (3) the sublessee executes the attornment agreement
<br />descnbed below in this section; and (4) the sublease has a fair mazket renL The Lease will be deemed to
<br />have a fair mazket rent if Lessee delivers to Lessor a cercificate of an independent real estate appraiser who
<br />is a member of the American Institute of Appraisers, or other similar organization, containing the
<br />_appraiser's certifieation that the rent payable by the sublessee under its sublease as of its date of execution,
<br />after taking into account any credits, offsets, deductions, or concessions to which the sublessee may be
<br />entided, constituted the then-fair rental vatne of the subleased space. As a condition of Lessor's
<br />nondisturbance of the sublessee, it shall deliver to Lessor an attornment agreement confuming that the
<br />sublessee will attorn to Lessor and recognize it as the sublessee's Lessor under the tem~s of the sublease.
<br />Upon such attornment and satisfaction of the other nondisturbance requirements set forth above, the
<br />sublease shall continue in full force and effect as a~direct lease between. the sublessee and Lessor on all the
<br />terms, conditions, and covenants as are set forth in the sublease except that I.essor shall not (1)-be liable for
<br />any previous act or omission of the sublessor, (2) be subject to any offset, deficiency, or defense that shall
<br />have accrued to the sublessee against the sublessor; (3) be bound by any previous prepayment of more than
<br />one monEh's rent unless such modification or prepayment shall have been expressly approved in writing by
<br />Lessor; or (4) be liable for commencing or completing any construction or any contribution towazd
<br />construction or installation of any improvements on the Premises required under the sublease, or any
<br />expansion or rehabilitation of ezisting improvements on the Premises, or for restoring improvements
<br />following any casualty not required to be insured under tlus Lease, or for the costs of any restoration in
<br />excess of the proceeds recovered under any insurance required to be carried under this Lease. On request,
<br />[„~ • Con[inuing Party Ground Lease Courthouse Square
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