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wrongful acts. Nothing contained in this Lease will exculpate Lessor from any <br /> liability to Lessee or to any other person or entity that it has or may have under <br /> state or federal law or under common law. Lessor's indemnification is made <br /> above only to the extent, and is contingent upon, that such indemnification is <br /> lawful under Colorado statutes and constitution for a public entity such as <br /> Lessor. Further, this indemnification shall not waive or impair in any manner, <br /> any of Lessor's defenses, immunities and rights under Colorado governmental <br /> immunity laws and limitations of damages for public entities. This indemnity <br /> shall not be valid and binding on Lessor to any extent that (1) it is unlawful for a <br /> public entity to provide such indemnification, and (2) it impairs Lessor's <br /> defenses, immunities and/or rights under the Colorado Governmental Immunity <br /> Act and any provisions for limitations of damages upon public entities. <br /> (c) Promptly after Lessor receives notice of any claim, the commencement of any <br /> suit, action or proceeding, or the imposition of any penalty or assessment by a <br /> third party in respect of which indemnity may be sought hereunder (a "Third <br /> Party Claim") and Lessor intends to seek indemnity hereunder, it will give <br /> prompt written notice of such Third Party Claim to the other party. The failure <br /> of Lessor to give such notice promptly shall not relieve Lessee party from its <br /> obligations under this Paragraph except to the extent, if any, that such failure <br /> materially prejudices the ability of the Lessee to defend such Third Party Claim. <br /> 18. Assianment. <br /> (a) Except for an assignment or sublease pursuant to Paragraph 18(b),below, there <br /> shall be no assignment or subleasing by Lessee except to a person or entity who <br /> has demonstrated to Lessor's reasonable satisfaction such person or entity's <br /> general business reputation and that such person or entity possesses knowledge, <br /> experience and competence in the business of sand and gravel mining and the sale <br /> of aggregate Minerals and the use of aggregate Minerals in the production of <br /> Aggregate Product. Any assignment or sublease of this Lease to a non-affiliated <br /> third party must apply as to the entire leasehold interest of Lessee.No partial <br /> mortgage,assignment or sublease or mortgage,assignment or sublease of <br /> undivided interests or retention or reservation of overriding royalties shall be <br /> allowed. Furthermore, Lessee shall permit no mortgage, assignment, or sublease <br /> on the Property leased hereunder unless said mortgagee, assignee or sublessee has <br /> executed an agreement,reasonably satisfactory to Lessor in form and substance, <br /> to the effect that the mortgagee, assignee, or sublessee, as the case may be, agrees <br /> that it is responsible for performance of Lessee's obligations under this Lease(or, <br /> as to a mortgagee only, that the mortgagee's interests in the Lease are fully <br /> subordinate to the rights of Lessor and any successor to Lessee must meet the <br /> other requirements of an assignee hereunder). Furthermore,no mortgage, <br /> assignment or sublease shall be effective upon the Lessor until the mortgaging, <br /> assigning or subleasing party has given written notice and copies of the mortgage, <br /> 11 <br />