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respect to such defense, compromise, or settlement as [he indemnified party may request, and <br />will not assume any position or take any action that would impose an obligation of any kind on, <br />or restrict the actions of, the indemnified party, The indemnified party will be entitled (at the <br />indemnified party's expense) to participate in the defense by the indemnifying party of any Third <br />Party Claim with its own counsel. <br />(e) In the event that the indemnifying party does not undertake the defense, <br />compromise, or settlement of a Third Party Claim in accordance with subparagraph (d) the <br />indemnified party will have the right to control the defense or settlement of such Third Party <br />Claim with counsel of its choosing; provided, however, that the indemnified party will not settle <br />or compromise any such Third Party Claim without the indemnifying party's prior written <br />consent, unless (1) the terms of such settlement or compromise release the indemnified party or <br />the indemnifying party from any and all liability with respect to the Third Party Claim or (2) the <br />indemnifying party will not have acknowledged its obligations to indemnify the indemnified <br />party with respect to such Third Party Claim in accordance with this Pazagraph. The <br />indemnifying party will be entitled (at the indemnifying party's expense) to participate in the <br />defense of any Third Party Claim with its own counsel. <br />(f) Any indemnifiable claim hereunder that is not a Third Party Claim will be <br />asserted by the indemnified party by promptly delivering notice thereof to the indemnifying <br />party. If the indemnifying party does not respond to such notice within 60 days after its receipt, it <br />will have no further right to contest the validity of the claim. <br />13. Assi ng ment. <br />(a) Except for an assignment or sublease pursuant to Paragraph 13{b), below, <br />there shall be no assignment or subleasing by Lessee except to a person or entity who has <br />s:UeganwkdUmccpuebloVease.doc j2 <br />