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the event of the change in the grade of the streets or avenues on which the Premises abuts, this Lease and the Term shall not cease or terminate but shall remain in full force and effect with respect to the portion of the Premises and of the Improvements not taken or condemned (any taking or ~~,, condemnation or change of grade of the kind described in this Section being referred to as a"Partial Taking"), and in such event the total awazd or awards for the taking sha11 be apportioned and paid in the following order of priority: ( a) Lessor shall have the right to and shall be entitled to receive directly from the condemning authority, in its entirety and not subject to any trust, that portion of the award that equals the Land Award, and neither Lessee nor any Permitted Leasehold Mortgagee shall be entitled to receive any part of the award; and (b) If at the time of such taking there is a First Leasehold Mortgage held hen Lending Institution, then such Lending Institution, or, if there is no such First Leasehold Mortgage, Lessee, shall have the right to and shall be entitled to receive directly from the condemning authority the balance of the award, to be applied by the recipient as it shall deem appropriate. 16.4 In the event of a taking of all or a part of the Premises or the Improvements for temporary use, this Lease shall continue without change, as between Lessor and Lessee, and Lessee shall be entitled to the entire award made for such use; provided that Lessee shall be entitled to file and prosecute any claim against the condemnor for damages and to recover the same, for any negligent use, waste, or injury to the Premises or the Improvements throughout the balance of the then-current Term. The amount of damages so recovered shall belong to Lessee. 16.5 In the event of any dispute between Lessee and Lessor with respect to any issue of fact arising out of a taking mentioned in this section, such dispute shall be resolved by the same court in which the condemnation action is brought, in such proceedings as may be appropriate for the adjudicating the dispute. 5ection 17. Assignment and Subletting ~ 17.1 Except as expressly permitted under Section 17.2, Lessee shall not sell, assign, or in any other manner transfer this Lease or any interest in this Lease or the estate of Lessee under this Lease without the prior consent of Lessor, which consent shall not be unreasonably withheld or delayed. 17.2 Lessee shall have the right to sublet portions of the Premises or of the Improvements at any time and from time to time, but only for a term or terms that shall expire before the expiration of the Term, and provided that each such sublease shall be in writing and shall be subject and subordinate to the rights of Lessor under this Lease. 17.3 When this Lease terminates, Lessor shall recognize and not disturb the quiet enjoyment of any sublessee if (1) the sublease is then free from default; (2) the sublease is in all material respects m the form of a sublease approved by Lessor and expires prior to the Term herein; (3) the sublessee executes the attornment agreement described below in this section; and (4) the sublease has a fair market rent. The Lease will be deemed to have a fair market rent if Lessee delivers to Lessor a certificate of an independent real estate appraiser who is a member of the American Institute of Appraisers, or other similar organization, contammg the appraiser's certification that the rent payable by the sublessee under its sublease as of its date of execution, after taking into account any credits, offsets, deductions, or concessions to which the sublessee may be entitled, constituted the then-fair rental value of the subleased space. As a condition of Lessor's nondisturbance of the sublessee, the sublessee shall deliver to Lessor an attornment agreement confirming that the sublessee will attorn to Lessor and recognize it as the sublessee's lessor under the terms of the sublease. Upon such attornment and satisfaction of the other nondisturbance requirements set forth above, the sublease shall continue in full force and effect as a direct lease between the sublessee and Lessor on all the terms, conditions, and covenants as are set forth in the sublease except that Lessor shall not (1) be liable for any previous act or omission of the sublessor; (2) be subject to any offset, deficiency, or defense that shall have accrued to the sublessee against the sublessor; (3) be bound by any modification of the sublease or by any previous prepayment of more than one month's rent unless such modification or prepayment shall have Ground Lease Courthouse Square Page - 14