OCTOBER 2005 CROW TRIBAL LEGISLATURE

OCTOBER 2005 CROW TRIBAL LEGISLATURE

JOINT ACTION RESOLUTION NO. _JARO5-11

INTRODUCED BY CARL E. VENNE, CHAIRMAN

CROW TRIBAL EXECUTIVE BRANCH

JOINT ACTION RESOLUTION OF THE CROW TRIBAL LEGISLATURE AND

THE CROW TRIBAL EXECUTIVE BRANCH ENTITLED:

“FINAL APPROVAL OF THE OIL AND GAS LEASE BETWEEN THE CROW TRIBE

OF INDIANS AND GOLDEN ARROW EXPLORATION, LLC.”

“DUNMORE”

WHEREAS, the Chairman of the Executive Branch has authority and responsibility

pursuant to the “enumerated powers” in Article IV, Section 3(f) of the Constitution and Bylaws

of the Crow Tribe of Indians to “negotiate and approve or prevent any sale, disposition, lease or

encumbrance of Tribal lands, interests in lands or other Tribal assets, including buffalo,

minerals, gas and oil with final approval granted by the Legislative Branch,” and in Article IV

Section 3(k) to “negotiate and approve limited waivers of sovereign immunity when such a

waiver is necessary. for business purposes in accordance with Article V, Section 2(f) of [the]

Constitution;” and

WHEREAS, the Chairman of the Executive Branch, with the delegated assistance of

the Oil and Gas Committee headed by the Secretary of the Executive Branch, has negotiated an

Oil and Gas Lease Between the Crow Tribe of Indians and Golden Arrow Exploration, LLC,

(the “Lease”), for the exploration and production of oil and gas on approximately 5,320 acres

within the Crow Reservation, a copy of which is attached hereto and incorporated by reference;

and

WHEREAS, the Legislative Branch has authority and responsibility pursuant to its

“powers and duties” in Article V, Section 2(d) of the Constitution “to grant final approval or

disapproval of items negotiated by the Executive Branch of Government pertinent to the sale,

disposition, lease or encumbrance of Tribal lands, interests in lands or mineral assets,” and in

Article V, Section 2(f) to “grant final approval or disapproval of limited waivers of sovereign

immunity by the Executive Branch when waivers are necessary for business purposes;” and

WHEREAS, at the time this Joint Action Resolution was submitted to the Legislature

in order to comply with Article V, Section 7 of the Constitution, the parties had reached

agreement on the substantive terms of the Lease, and were in the process of finalizing the legal

terms of the Lease, and the final Lease attached hereto has been submitted to and reviewed by

the Legislature; and

WHEREAS, exploration for and development of Tribal oil and gas resources is in the

best interests of the Tribe and Tribal members, and the Lease provides for such exploration and

October 2005

JAR Golden Arrow Lease

Page 1 of 3

development on a fair, environmentally responsible, and commercially sound basis, and the

limited waiver of the Tribe’s sovereign immunity in the Lease is necessary for business

purposes; and

WHEREAS, after approval by the Legislature and Executive Branch of the Crow

Tribe, the Lease is subject to approval by the Secretary of the Interior or her designee, pursuant

to thé Indian Mineral Development Act of 1982 (25 U.S.C. § 2101, et seg.) and other

applicable Federal law;

NOW THEREFORE, BE IT RESOLVED BY THE LEGISLATURE AND THE

EXECUTIVE BRANCH OF THE CROW TRIBE:

Section.1. That the “Oil and Gas Lease Between the Crow Tribe of Indians and

Golden Arrow Exploration, LLC — Dunmore,” including the limited waiver of sovereign

immunity contained therein, attached hereto and incorporated by this reference, is

hereby granted final approval pursuant to Article V, Sections 2(d) and 2(f) of the

Constitution and Bylaws of the Crow Tribe.

Section 2. That the Chairman of the Executive Branch is authorized to sign and

execute the above-referenced Lease on behalf of the Crow Tribe, and to take such further

actions.as are necessary to implement and administer the Agreement.

Section 3. That the final approval granted herein is effective on the date of

approval of this Resolution, and is subject only to such further approvals as are required

by Federal law.

CERTIFICATION

I hereby certify that this Joint Action Resolution “FINAL APPROVAL OF THE OIL AND

GAS LEASE BETWEEN THE CROW TRIBE OF INDIANS AND GOLDEN ARROW

EXPLORATION, LLC. — DUNMORE? was duly approved by the Crow Tribal Legislature

with a-vote of 11 in favor,_3 opposed, and __0_ bstained and that a quorum was present on

this_12% day of _October_, 2005.

Speaker of the House »

Crow Tribal Legislature

ATTEST:

aa feed, ribal Legislature

October 2005

JAR Golden Arrow Lease

Page 2 of 3

EXECUTIVE ACTION

Thereby

approve,

veto

this Joint Action Resolution “FINAL APPROVAL OF THE OIL AND GAS LEASE

BETWEEN THE CROW TRIBE OF INDIANS AND GOLDEN ARROW

EXPLORATION, LLC. - DUNMORE?” pursuant to the authority vested in the Chairman of

the Crow Tribe by Article V, Section 8 and Article IV, Sections 3(f) and 3(k) of the

Constitution and Bylaws of the Crow Tribe of Indians on this 29 day of

Lae] , 2005.

T

Chairman, EXecutiVe Branch

Crow Tribe of Indians

October 2005

JAR Gelden Arrow Lease

Page 3 of 3

Fined Approval ofthe cil andgas lease beboeentin

Cyao Tribe of Indtons ond. a Newtons Explosion, ALC . Dughwye.

Bill or Resolution NumberJAR 5-1) Introduced by: Gece Date of Vote Oekober (2, 2005

Representative

No Abstain

s

B. Cloud -

C. Goes Ahead

O. Costa

V. Crooked Arm

R. Iron

J. Stewart

E. Fighter

L. Costa

L. Hogan

\

D. Old Elk

K. Real Bird

\ IN

E. Pease

S. Medicine Horse x

L. Not Afraid

P. Real Bird

D. Wilson

J. Stone

Secretary of the House

W. Plain Feather x

Speaker of the House

Totals: } | 3 _O

Results of Vote:

Not Passed Tabled Veto Override

Signature of Offi

Contract No.

Allotment No. :

OIL AND GAS LEASE

BETWEEN

THE CROW TRIBE OF INDIANS OF THE CROW INDIAN RESERVATION

AND

GOLDEN ARROW EXPLORATION, LLC

Dunmore

TABLE OF CONTENTS

DEFINITIONS. .u....c.cccssesssosccercercsescessescersceseesseseenecesasnessrsersesacsaoneaceescesesoes 2

1.1 "Actual Drilling" ...... 2

1:2 “Authorized Officer" 2

13 “Effective Date" ... 2

LA Gas” i esssesessserseseesees 2

1.5. "Hazardous Materials" we 2

1.6 © “Planned Depth" 20.0... sscssesssssssesscestsssessesseseessesnesesecsneseanenesnsens 3

T.7 MOT accccccecnssscessesesescsscsessenseescccueneessusseasnseasossaseneensesseaseseqseesaeenees 3

1.8 "Paying Quantities" ..... 3

1.9. "Radioactive Materials” .. 3

1.10. "Reclamation Activities" 3

1.11 "Reservation ...........+ 3

1.12 "Secretary" .......csccccsseeeeees 3

1.13 "Tribal Minerals Department” .............csessssssscereecnereneseseeneesenensens 4

1.14 "Tribe" oo. eecssesssssesecsececevsessnsnscsssansnsersssavensencesssessesneessacssenessesneees 4

LEASED PREMISES. ........cssecesssssessessserseessecsssssssencassenvenssesssansescasacneenences 4

2.1 _ Lease of Premises 4

2.2 Limitation on Use of Leased Premises: Additional Purposes 5

2.3. . Reservations 5

2.3.1 Mineral Estate 0.0... ceceecscesessessssssssssessseseensnsesseaserseeesesees 5

2.3.2 Surface Estate 0... csetssesssssessnsseseneeseersseseeseseeeseesenseseeenes 5

CONDITION OF LEASED PREMISES. ..........-sssssssssssssssessessssseeseteerseerees 6

3.1 . Examination of Leased Premises: No Warranties .. . 6

3.2 — Access to Leased Premises 0.2.0... sscsssccsceneeseesssessotecessesesneseseens 6

TERM uocecesscsssesssscesssseesessssecesccscsccceeseescesscsvencssssassssesvsssensssassusesseensensensee

AD Term vesescssscnesossessesscescevsvscessessssesecesseesseescansaseneesenes

4.2 Drilling At Expiration of the Term ...

4.3. Temporary Cessation of Production

PAYMENTS TO LESSOR ......ccsssssecsessceseesscesssssesssesessssessesssnssensenseseseneee

5.1 BOnuse .........10000+

5.2 Royalty .........

5.3. Payments... -

5.4 — Inspections and Audits ........cssecscssssessssssseencssssssseesesseessesessssesseeseers

WELLS... .....ecccsessssssssesecssenessscneeetarscescessesecsvansnssnsssuessesesseasassesasessseasesesacensees 10

6.1 Obligation to File APD and Drill Wells 00.0.0... cssssssseessseeeeeenee 10

6.2 Diligent Development ...........eeseeeeee

6.3. Development of Horizons ............. . 12

6.4 Drilling and Producing Restrictions . . 12

6:5 © LOGS w.esecssscsscssssessencsesecscersessesecscessessensassseassssesacsssesneneassnensasnssneaseess 13

|

10.

11.

12.

13.

14.

15.

16.

6.6

6.7

6.8

6.9

6.10

Water Well Conditioning

Shut-In Gas Wells... .ccssesssesccssssssssessesesesesecenseessereecessensnesseeneene

WATER USE AND FACILITIES ou... .ecsssssssssssssssstscesssesessensassssaterseesenees 16

7.1 Water Injection

7.2. Water Metering

PROPERTY BELONGING TO LESSEE 0.0... essesssssesssssesseeseseeererseeeeees 17

ASSIGNMENT,SUBLEASE, OR TRANSFER ........ccscssssssesssesesssereesseeneere 18

INDEMNIFICATION AGREEMENT. .........ssccssescssesscecvessescenecsransesereceeses 19

10.1 Indemnification ..........csesccsesssecscesencecescotececnectessseseeesacsesscassensensecsentone 19

10.1.1 Losses .......... 19

10.1.2 Remedial Work ..............

10.2 Defense or Prosecution of Claims .

10.3 Payment of Losses .0......csssssssssssesscsnsssenceseseensenessneeseenenseasensenenes 22

10.4 Identification of Hazardous Materials w. 22

10.5 Hold Harmless ..........cccssssssscesseecsssesessnscevsesescnenecarsesenseesserseseseonses 23

10.6 Pré-Existing Conditions .......scesessesseessessercsseeseesessananesenenseesonsess 23

10:7. Survival of Section .......ccsssseseccssescsesessecsssesesreessepensatteensonsesersees 23

NON-RESPONSIBILITY NOTICES: ou... ssesssssccsscstesseetecesersesssessasecssevensere 24

BONDS cniccceccscsssssssscccssesusesscscseicossoescesecseaceececscuescsssensneassnssssenscerscsssseseees 24

12.1 Performance Bonds ..............0+ tae 24

12.2 Cash in Lieu of Performance Bond ...0......... esssessesscsseesreseseees 24

INSURANCE

13.1 Public Liability Insurance 0.0.0... ssessesesensessestseeesssnsnneeeatens 25

13.2 Fire and Damage Insurance .........scssssssssenesssereeesensareeneneesnsseeeseenes 25

13.3. Workers' Compensation and Occupational Disease Insurance:

Applicable Law. ....ccccccscsssssssssesssssssessessessensssesesssesenssersnseesesneenee 25

13.4 Form and Copies of Policies .. . 26

13.5 Self-Insurance 20.0... essescssseneeneenees wa 26

13.6 Periodic Review of Bonds and Insurance... eeeescencencerseees 26

COMPANIES BONDING AND INSURING. ........escesecsseseceereectsereceeeeeere 27

FORCE MAJEURE uasscsssssscssssssssscecececesecsceeesesecnssessesseseoescosaessossseceesesensaces 27

LIENS. TAXES, ASSESSMENTS AND UTILITY CHARGES ............... 27

16.1 Taxes seessssssssssesssseeeansessnseeesnseeveneeeussetsnsssiantecinnseesnscesessees 28

16.2 Lessee to Discharge Liens and Taxes Prior to Enforcement

OF Delinquency .........csscsscsssessesseseesssesneeseseentsatssesecseeneneneenssesses 28

16.3. Lessor May Pay Liens or Charges Payable to Lessee . 29

16.4 Lessee's Right to Challenge or Defend ............cssesseseceseeeteeeeeee 29

17. SURRENDER. ....ccessssssssteessssescecsesessvosssousnssessessensensseeseeneenenecsessesesanenseasoeseees 29

18. DISPUTES ...... sesssseuseasaesnesucescaecasseeecsseasosensessesesateusssssesseaseaesesseeneeneaceneeeee® 30

18.1 Arbitration ..0.......ecsscecsssscceecersessssverssesssesssessunssssencassenesssnsresseneaeenes 30

18.1.1 Disputes Subject to Arbitration ..........ecscseee . 30

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

18.1.2 Initiation of Arbitration; Selection of Arbitrators .

18.1.3 Arbitration Procedures ......

18.2 Cancellation and Noncompliance . . 31

18.3. Recourse to Other Remedies .............4 » 32

18.4 Bankruptcy, Dissolution, or Receivership .........sssssssssssseereesercees 32

18.5 Expenses of Dispute Resolution ............ccsssseesseseseeeseenseeneeneenenes 32

ANTIQUITIES oo.seccecsscsescesssenersecsseseaseescsnensscecssencaceanseseseseesonesenssenseacertens 33

TRIBAL JURISDICTION .......scscsscessesssssssseossssseesvssnsessusncnacssessessenssseseseenesnes 33

GOVERNING LAW; CHOICE OF LAW ou... csscsscssssssssssessesteseessenssessessenees 33

LIMITED WAIVER OF SOVEREIGN IMMUNITY .....csccstessesseseeseesees 34

CONTESTS AFFECTING SOVEREIGNTY o......cscssssssssssrssssesestesesseseeesees 35

PREFERENCE FOR INDIANS. .......ssssssssessessessonsenssessssssensoseessasseaeseessessae 35

NOTICES uo.cecesessscssscssecsssesecsessceesscesscsesssessesnssssssvansssussussensansouseseeseeseessenses 35

TERMINATION OF FEDERAL TRUST .....ccsssssssssssssesessetecsessesaneses 36

LESSEE'S OBLIGATION TO THE UNITED STATES OF AMERICA . 36

DELIVERY OF PREMISES .......cscsssssssssesssssessessssernsesseseseenerscasneresneseneessns 37

RESTRICTION OF LEASE INTERESTS. ou... cscscsesssssssessessesseseessessecesasens 37

LEASE BINDING. ....c.csscssssssesestsessecensessesnessssneseesssssessesssessenessseenesssansereeaens 37

CONFIDENTIALITY cucsccscsscsssssssssscssescsesesecsssesscassensenssesssassasssceuseseensnesesaes 37

DELAY OR OMISSION .......ccscessscssesseecsssesensesesesecessesnsessesesstenesaienassneanes 38

33.

34.

35.

36.

37.

HEADINGS oie cssecssessessssseessntserevsesssvsscsnssnsscsceresocsssesssessesssassneseeneensacanssees 38

ENTIRE AGREEMENT. .....0..-ssssesssssscsssressssersssenseesessessecensessesscssenenseerenss 39

35.1 Entire Agreement 2.0.0... ssssssssesscseeseeeeeeenees wee 39

35.2. No Amendment Except as Provided Herein .........scscesscsssseeseeees 39

SEVERABILITY .....c:cccsseessssccscssseeseoeesssonsssocescsseeseecsessssesaesnsneeseseaseanensens 40

SECRETARY'S APPROVAL ...ccsssessescssssessossessesseseesesssacssesenseeassasesneseneees 40

THE CROW TRIBE OF INDIANS

OF THE CROW INDIAN RESERVATION

Lease No.

Contract No.

OIL AND GAS LEASE

BETWEEN

THE CROW TRIBE OF INDIANS

AND

GOLDEN ARROW EXPLORATION, LLC

THIS LEASE is made and entered into in quintuplicate this day of

, 2005, by and between the Crow Tribe of Indians of the Crow Indian

Reservation, a sovereign government and federally-recognized Indian tribe, whose address is

P.O. 159, Crow Agency, MT 59022 (hereinafter referred to collectively as “Lessor”), and Golden

Arrow Exploration, LLC, whose address is 319 S Gillette Ave, Suite 269, Gillette, WY. 82716

ereinafter referred to as “Lessee”). This lease is entered into pursuant to the Indian Mineral

Pp

Development ‘Act of 1982 (25 U.S.C. § 2101 et seq,), the Federal Oil and Gas Royalty

Management Act of 1982 (30 U.S.C. § 1701 et seq.), other applicable federal laws and

regulations, including but not limited to 43 C.F.R. Part 3160, Onshore Oil and Gas Operations:

General, and 30 C.F.R. Part 200, Royalty. Management, and the laws of the Crow Indian

Reservation, including all amendments to all of the above.

1 DEFINITIONS.

1.1 “Actual Drilling” means spudding in a well on the Leased Premises and

continuing diligent drilling practices to the Planned Depth.

1.2 “Authorized Officer” means any entity or individual authorized by the

Secretary to perform duties with respect to this lease or the regulations applicable hereto.

1.3 “Effective Date” means the first day of the month following the date of

approval of this lease by the Secretary.

1.4 “Gas” means any fluid, either combustible or noncombustible, hydrocarbon or

nonhydrocarbon, which is extracted from a reservoir and which has neither independent shape or

volume, but tends to expand indefinitely. It is a substance that exists in a gaseous or rarified

state under standard temperature and pressure conditions.

1.5 “Hazardous Materials” means any substance, material, or waste, excluding oil

and gas, now or hereafter determined by any federal, state, or tribal governmental authority to

pose an actual risk of injury to health, safety, or property and including, but not limited to, any

substance, material, or waste: (i) containing asbestos or Radioactive Materials, but excluding any

preexisting naturally occurring Radioactive Materials; (ji) now or hereafter defined as a

“hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,”

or “restricted hazardous waste” under any provision of applicable federal, state, or tribal law; (iii)

now or hereafter defined as “hazardous waste” pursuant to § 1004 of the Resource Conservation

and Recovery Act (“RCRA”), 42 U.S.C. § 6903; or (iv) now or hereafter defined as a “hazardous

substance” pursuant to § 101 of the Comprehensive Environmental Response, Compensation and

Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq. Hazardous Materials shall not include

materials used routinely in the development and production of Oil and Gas.

1.6 “Planned Depth” means the depth where the formation that is the target

formation of the well is found, or the planned footage depth of a well, whichever is deeper.

1.7 “Qil” means a mixture of hydrocarbons that existed in a liquid phase in

natural underground reservoirs and remains liquid at atmospheric pressure after passing through

surface separating facilities and is marked or used as such. Condensate recovered in lease

separators or field facilities is considered to be oil.

1.8 “Paying Quantities” means a well producing, or capable of producing as

provided in Section.6.10, sufficient production to produce income in an amount necessary to (a)

operate and maintain the well, (b) maintain the lease, (c) market the product, and (d) result in a

reasonable profit.

1.9 “Radioactive Materials” means any material which exhibits the phenomenon

of spontaneously emitting radiation resulting from changes in the nuclei of atoms of the element.

1.10 “Reclamation Activities” shall mean those actions required under applicable

law to close each well or unit, including, but not limited to, plugging or abandoning of wells, or

those actions required to close Lessee’s activities in and on the entire leasehold in compliance

with applicable laws and regulations, as the context requires.

1.11 “Reservation” means those lands encompassed within the exterior boundaries of

the Crow Indian Reservation.

1.12 “Secretary” means the Secretary of the Interior of the United Stats of America

or his duly authorized representative.

1.13 “Tribal Minerals Department” means the Minerals Department of the Tribe.

1.14 “Tribe” means the Crow Tribe of Indians of the Crow Indian Reservation.

2 LEASED PREMISES.

21 Lease of Premises.

For and in consideration of the payments to Lessor herein provided and the

covenants of Lessee herein contained, Lessor hereby grants, leases, and. lets exclusively unto

Lessee for the purposes of investigating, exploring, prospecting, drilling and mining for and

producing Oil and Gas, including all associated hydrocarbons produced in liquid or gaseous

form, laying pipe lines, building roads, tanks, power stations, telephone lines, and other

structures thereon to produce, save, take care of, treat, transport, and own such products, and

performing any required Reclamation Activities, Lessor’s mineral interests within the followingdescribed tracts of land situated in the Crow Indian Reservation, Big Horn County, Montana, and

more particularly described as follows:

Township 1 South, Range 34 East, M.P.M.: ALL

Township 1 South, Range 35 East, M.P.M.: ALL

Township 1 South, Range 36 East, M.P.M.: ALL

Township 1 South, Range 37 East, M.P.M.: ALL

Township 1 South, Range 38 East, M.P.M.: ALL

Township 2 South, Range 34 East, M.P.M.: ALL

Township 2 South, Range 35 East, M.P.M.: ALL

Township 2 South, Range 36 East, M.P.M.: ALL

Township 2 South, Range 37 East, M.P.M.: ALL

Township 2 South, Range 38 East, M.P.M.: ALL

(hereinafter referred to as “Leased Premises”).

2.2 Limitation On Use Of Leased Premises: Additional Purposes.

The Leased Premises shall not be used by Lessee for any purpose or purposes

other than those specified above, or specifically granted elsewhere in this lease, and Lessee

agrees to use the Leased Premises only for these purposes. However, Lessee may use the Leased

Premises for any additional lawful purpose, including but not limited to seismic work, injecting

gas, water, and other fluids and air into subsurface areas, when specifically authorized hereafter

by written consent of Lessor and the Secretary, which consent may be withheld; granted, or

granted upon conditions, in the reasonable discretion of Lessor and the Secretary.

2.3 Reservations.

2.3.1 Mineral Estate.

The Tribe expressly excepts from this agreement and reserves to the Tribe,

all minerals of every kind and character in, on, and under the Leased Premises, other than the Oil

and Gas as herein‘defined. However, the movement or use of minerals, soils, sand, and rock by

the Lessee for the purpose of constructing and improving the Leased Premises as required by this

lease shall be permitted and shall not be construed as mining.

2.3.2. Surface Estate.

The Lessor reserves the right, subject to the superior right of the Lessee to

the use of so much of the surface of the Leased Premises as is necessary for the Lessee to

exercise the righits granted under this Lease, to lease, sell, or otherwise dispose of the surface of

the Leased Premises under existing law or laws hereafter enacted and to use said land and the

surface thereof to investigate, explore, prospect, drill, and mine for and produce all such other

minerals, including but not limited the right to construct, operate, and maintain works, buildings,

plants, waterways, roads, communication lines, pipelines, reservoirs, tanks, pumping stations,

wells, offices, utilities, and other structures necessary or convenient for enjoyment of the rights

excepted and reserved hereunder.

3 CONDITION OF LEASED PREMISES.

3.1 Examination of Leased Premises: No Warranties.

Lessee has examined and knows the Leased Premises. No warranties or

representations, express or implied, as to the title, condition or status of the Leased Premises

have been made by Lessor or any agent of Lessor prior to or at the time of execution of this

lease. Lessee warrants that it has not relied on any warranty or representation made by or for

Lessor, but has‘relied solely upon Lessee’s independent investigation.

3.2 Access. to Leased Premises.

Lessor hereby grants to Lessee the non-exclusive right for continuous ingress and

egress by motor vehicles (including trucks) and on. foot over the lands of Lessor from any

established highway or secondary road to the perimeter of the Leased Premises as may be

reasonably necessary to carry on the work authorized herein; provided, that Lessor shall not be

required to make any expenditure of money to construct or maintain any such route. Such

ingress and egress shall be by the least damaging route to the Leased Premises and construction

of permanent roadways shall.be subject to the prior approval of the Tribe. Lessee shall be

responsible for repairing any material damage done or caused to be done to Lessor’s land in

exercising this right and Lessee shall bear the cost and expense of such repair.

4 TERM.

4.1 Term.

The term of this lease shall be Ten (10) years (“Term”), beginning on the

Effective Date of this lease, and shall continue so long thereafter as oil or gas is produced in

Paying Quantities from the Leased Premises. There must be production in Paying Quantities of

any Oil and Gas at the expiration of the Term in order for this lease to continue beyond the Term.

4.2 Drilling At Expiration Of The Term.

If at the expiration of the Term Lessee is engaged in the Actual Drilling of a well

on the leased premises and there are no other wells on the Leased Premises, or on lands pooled,

unitized, or communitized therewith, which are producing in Paying Quantities, this lease shail

-not terminate so long as Lessee shall pursue the Actual Drilling of such weil with reasonable

diligence to completion or abandonment. If such well shall produce in Paying Quantities, the

well shall be treated as a well producing in Paying Quantities for purposes of this lease

continuing beyond the Term. If such well shall not produce in Paying Quantities, this lease shall

terminate on abandonment according to the lease terms.

43 Temporary Cessation Of Production.

If at the end of the Term a well on the Leased Premises, or on lands pooled,

unitized, or communitized therewith, capable of producing in Paying Quantities, temporarily has

ceased to produce due to mechanical problems or because of deepening, plugging back, or other

operations and there are no other wells on the Leased Premises, or on lands pooled, unitized, or

communitized therewith, which are producing in Paying Quantities, nevertheless such well shall

be deemed to be a well on the Leased Premises producing in Paying Quantities and this lease

will continue in force during all of the time or times this lease may be held by production;

provided, that this lease shall terminate if Lessee does not commence operations upon such well

or commence drilling operations on a new well within ninety (90) days from cessation of

production and, after commencing operations within said period, if production in Paying

Quantities has not resumed within one hundred eighty (180) days from commencing operations.

5 PAYMENTS TO LESSOR.

Lessee covenants and agrees to pay to Lessor the following payments (“Lease

Payments”) for use of the Leased Premises:

3.1 Bonus.

Lessee shall pay to Lessor a cash bonus on or before the Effective Date in the

amount.of $5.00 per net mineral acre owned by the Tribe. The Bonus, whole or in part, shall not

be credited against royalty, or prorated or refunded for any reason whatsoever. Lessee shall pay

an additional bonus of $5.00 per Tribal net mineral acre for each section of land upon which any

well is-spudded, said payment being due within thirty (30) days of spudding said well.

5.2. Royalty.

In addition to the Bonus and Annual Rental, Lessee shall pay to Lessor a Royalty

of twenty percent (20%) of the gross value of all Oil and Gas produced, sold, or saved from the

Leased Premises, save and except Oil and Gas used by Lessee for development and operational

purposes on the Leased Premises which Oil and Gas shall be royalty free. Lessor shall have the

right to elect on thirty (30) days written notice to take Lessor’s royalty in kind. When paid in

value, Royalties shall be due and payable monthly on the last day of the calendar month

following the calendar month in which produced, sold, or saved.

“Value” may, in the discretion of the Secretary, be calculated on the basis of

the highest price paid or offered (whether calculated on the basis of short or actual volume) at the

time of production for the major portion of the oil of the same gravity, and gas, and/or natural

gasoline, and/or all other hydrocarbon substances produced, sold, and saved from the field where

the Leased: Premises are situated, and the actual volume of the marketable product less the

content of foreign substances as determined by the Authorized Officer. It is understood that, in

determining the value for royalty purposes of products, such as natural gasoline, that are derived

from treatment of gas, a reasonable allowance for the cost of manufacture shall be made, such

allowances for the costs of manufacturing and transportation of such products shall be no greater

than two-thirds of the value of the marketable product.

When Royalty on Oil produced is paid in kind, such royalty oil shall be

delivered, at such time as may be required by Lessor, in Lessee’s tanks on the premises where

produced as reasonably may be required by Lessor without cost to Lessor, unless otherwise

agreed to by the parties; provided, that Lessee shall not be required to hold such royalty oil in

storage longer ‘than thirty (30) days after the end of the calendar month in which such oil is

produced; and provided further, that Lessee in no manner shall be responsible for, or held liable

for loss. or destruction of such oil in storage, unless the loss or destruction is caused by the

Lessee’s negligence, gross negligence, and/or willful misconduct. When Royalty on Gas

produced is paid in kind, such royalty gas shall be delivered by Lessee to a mutually acceptable

place in the gathering line or pipeline to which the well is connected at no cost to Lessor.

5.3 Payments.

All payments due hereunder shall be paid in advance without prior written notice

or demand on or before their due date in accordance with applicable laws and. regulations.

Interest shall be paid on all late payments from the due date to the date of payment, computed on

an annual rate three percentage points above the prime rate as set by the Citibank N. A. of New

York on the first day of the month in which demand is made by Lessor, provided, that the prime

rate for purposes of this subsection shall not be less than six percent (6%) per annum. Lessee

shall furnish to the Lessor and the Secretary monthly statements in such forms as may be

prescribed by the Secretary, and furnish Lessor with any hard copy printout if an automated data

processing system is used. Monthly statements shall be filed with Lessor within sixty (60) days

of the last day of the month covered by the report.

5.4 Inspections and Audits,

Lessee agrees to allow the Lessor and its agents or any authorized representative

of the Secretary to enter, from time io time, upon and into all parts of the Leased Premises for the

purposes of inspection, and shall further agree to keep a full and correct account of all operations

and make reports thereof, as required by the regulations of the Secretary governing operations on

public and ‘restricted Indian lands; and Lessee’s books and records, showing manner of

operations and persons interested, shall be open at all times for audits relating to the scope,

nature, and extent of compliance with the lease or with applicable laws, regulations, or orders by

Lessor or such officers of the Secretary as shall be instructed in writing by the Secretary or

authorized by regulations to make such audit. Lessor and the Secretary shall provide reasonable

notice to Lessee of its intent to audit Lessee’s books and records. Lessee shall maintain its books

and records and they shall be available for audit for the maximum period required by applicable

law or regulations. Duly authorized representatives of the Tribal Minerals Department shall have

the right to issue written notices of probable violations of applicable federal and tribal laws and

regulations.

6.1 Diligent Development.

Lessee shall exercise reasonable diligence in drilling and operating wells for Oil

and Gas on the Leased Premises while such products can be secured in Paying Quantities. At the

election of Lessee, Lessee may drill and produce wells; provided, that the right to drill and

produce such wells shall be subject to any system of well spacing or production allotments

authorized and approved under applicable law or regulations, approved by the Secretary, and

affecting the field or area in which the Leased Premises are situated.

6.2 Development Of Horizons.

Lessee shall have ten (10) years from the Effective Date to develop all horizons

on the Leased Premises: All horizons above the bottom hole depth of any well producing in

Paying Quantities shall be deemed developed. At the expiration of such ten (10) year period,

Lessee shall have no right to atid shall release those horizons below the then deepest horizon

producing in Paying Quantities.

If at the end of the ten (10) years a well on the Leased Premises capable of

producing in Paying Quantities, temporarily has ceased to produce due to mechanical problems

or because of deepening, plugging back, or other operations and there are no other wells on the

Leased Premises, or on lands pooled, unitized, or communitized therewith, which are producing

in Paying Quantities, nevertheless such well shall be deemed to be a well on the Leased Premises

producing in Paying Quantities and this lease will continue in force during all of the time or

times this lease may be held by production; provided, that this lease shall terminate if Lessee

does not commence operations upon such well or commence drilling operations on.a new well

within ninety (90) days from cessation of production and, after commencing operations within

said period, if production in Paying Quantities has not resumed within one hundred eighty (180)

days from commencing operations.

6.3 Drilling And Producing Restrictions.

Lessor and Lessee agree that the Secretary may impose restrictions as to time or

times for drilling wells and as to the production from any well or wells drilled when, in his

judgment, such action may be necessary or proper for the protection of the natural resources of

the Leased Premises and the interests of Lessor. In the exercise of his judgment, the Secretary

may take into consideration, among other things, federal and tribal laws and regulations, and

lawful agreements among operators regulating either drilling or production.

6.5 Logs.

Lessee shall maintain and provide to Lessor or the Secretary upon request a

complete set of all seismic data (geological and/or geophysical), any and all data pertaining to

core descriptions, lithology logs, electronic logging surveys, LIS digital tapes, all final stack

seismic data, and all information pertaining to test date of useful water which are developed by

the Lessee or at its direction in connection with Lessee’s activities on the Leased Premises.

When requested by Lessor, Lessee shall show and explain final interpretations to Lessor, but

shall not be required to provide copies of such interpretations to Lessor. All logs shall be made

available to a designated representative of Lessor for inspection, if Lessor so requests, not later

than forty-eight (48) hours after having been run. Any copies of logs provided to Lessor or the

Secretary shall be held confidential and shall not be released or made available to any other party

until six-months after completing of each well, unless Lessee gives written permission to release

logs sooner.

6.6 Prevention Of Waste.

Lessee. shall exercise diligence in drilling and operating wells for oil and gas on

the Leased Premises while such products can be secured in Paying Quantities; carry on all

operations in a good and workmanlike manner in accordance with approved methods and

practice, having due regard for the prevention of waste of Oil or Gas developed on the Leased

Premises, or of the entrance of water through wells drilled by Lessee into the productive sands or

oil or gas-bearing strata to the destruction or injury of the Oil or Gas deposits, the preservation

and conservation of the Leased Premises for future productive operations, and to the health and

safety of workmen and employees. Lessee agrees to plug securely all wells before abandoning

the same; to shut off effectually all water form the oil or gas-bearing strata; not drill any well

within 200 feet of any house or barn on or near the Leased Premises without Lessor’s written

consent; carry out at Lessee’s expense all reasonable orders and requirements of the Authorized

Officer relative to prevention of waste, preservation of the Leased Premises, and the health and

safety of workmen; bury all pipelines crossing tillable lands below plow depth, as determined by

the Authorized Officer, unless other arrangements therefore are made with the Authorized

Officer; pay all damages to corps, buildings, and other improvements on the premises occasioned

by Lessee’s operations; provided, that Lessee shall not be held responsible for delays or

casualties occasioned or caused by force majeure.

Lessee must thoroughly clean all vehicles and equipment used so that no

halogeton or other noxious or poisonous plants may be introduced or spread on Reservation

lands: Should an infestation of halogeton or other noxious or poisonous plants be found either

on a temporary or permanent base of operations or along access roads or trails used and/or

constructed by Lessee, Lessee shall be required, if responsible for the infestation, to provide

control measures as directed by the Authorized Officer or Lessor. The Secretary and Lessor

shall bear the burden of proof on the issue of Lessee’s responsibility for the infestation.

6.7 Drainage.

Lessee shall drill and produce all wells necessary to offset or protect the Leased

Premises from drainage, including from adjoining lands of Lessor which are under lease to the

Lessee at a royalty rate less than that called for by this lease or, in lieu thereof, to compensate

Lessor in full each month for the estimated loss of royalty through drainage; provided that during

the period of supervision by the Secretary the necessity for offset wells shall be determined by

the Authorized Officer after affording Lessor and Lessee a reasonable opportunity to be heard on

the issue and payment in lieu of drilling and production shall be with the consent of, and in an

amount determined by, the Secretary.

6.8 Unit Operation.

No agreement for the cooperative or unit development (“pooling”) for the field or

area affecting the Leased Premises, or any pool thereof, shall be valid or binding without the

advance written consent of Lessor and the Secretary. Notwithstanding any other provisions

herein, upon the pooling of part of the leased premises, this lease shall be severed and shall be

considered as separate and distinct leases on (a) the pooled acreage and (b) the rest of the leased

premises; such severance shall result each time, and from time to time, whenever pooling occurs;

and the term of each resulting lease caused by any such severance, and all the rights and

obligations of Lessee under each such lease, shall apply separately to the acreage attributable to

the particular lease under the foregoing severance, with every resulting lease being considered as

separate and independent form every other lease.

6.9 Water Well Conditioning.

If so required by the Secretary in writing and with the written consent of the

Tribes, Lessee shall condition, under the direction of the Authorized Officer, any wells drilled

which do not produce Oil and Gas in Paying Quantities, but which are capable of producing

water satisfactory for domestic, agricultural, or livestock use by Lessor, provided that the volume

of water produced is in excess of the needs for well operations on the Leased Premises. The

reasonable costs for conditioning of the well will be borne by Lessor and Lessor shail provide

assurances to Lessee that such costs will be paid. After a well is conditioned as provided for

herein, Lessee shall be relieved from all of its plugging and abandonment responsibilities and

such wells shall thereafter be the sole responsibility of Lessor.

6.10 Shut-In Gas Wells.

Ifa well capable of producing Gas or Gas and gas-condensate in Paying

Quantities located on the Leased Premises, or on lands pooled, unitized or communitized

therewith, is at any time shut-in due to market conditions or lack of any available pipeline, no

Gas or gas-condensate therefrom is sold or used off the Leased Premises or for the manufacture

of gasoline or other produces, and the lease is not otherwise being maintained, nevertheless such

shut-in well shall be deemed to be a well on the Leased Premises producing Gas in Paying

Quantities and this lease will continue in force during all of the time or times while such well is

so. shut-in if the Lessee remits to the Lessor those shut-in payments called for herein. Lessee,

with due diligence as a prudent operator, shall make reasonable efforts to open markets for such

production but is under no obligation to market production except pursuant to prudent terms and

conditions. Lessee shall use due diligence to market Gas or Gas and gas-condensate capable of

being produced from a shut-in well but shall be under no obligation to market such products

under terms, conditions, or circumstances which, in Lessee’s reasonable judgment, are

unsatisfactory. If a well is shut-in for a continuous period in excess of thirty (30) consecutive

days, or during a calendar year for a cumulative period in excess of ninety (90) days, Lessee

shall pay or tender to Lessor, in addition to all other Lease Payments, a shut-in royalty under the

conditions and in the amounts hereafter specified, which shut-in royalty shall be computed in the

same manner as Annual Rentals are computed:

A.) _ As to each year of the first three years from the date of first production during

which a well is shut-in on one or more occasions for a continuous period in excess

of the 30-day period above stated, or fora cumulative period in excess of the 90-

day period above stated, Lessee shall pay or tender to Lessor within forty-five

(45) days after the next ensuing anniversary date of first production a total amount

equal to Five Dollars ($5.00) per acre;

B.) As to each year after the first three years from the date of first production in

excess of the 30-day period above stated, or for a cumulative period in excess of

90-day period stated, Lessee shall pay or tender to Lessor within forty-five (45)

days after the next ensuing anniversary date of the first production a total amount

equal to Ten Dollars ($10.00) per acre.

All such shut-in payments shall be deemed Royalties under this lease but shall not

be credited against future Royalties once production resumes. No such shut-in Royalty payment

shall limit or discharge Lessee from its obligation to develop reasonably the Leased Premises, or

serve to extend any Term of this lease, except as provided herein.

7 WATER USE AND FACILITIES.

7.1 Water Injection.

The Tribes shall provide and Lessee shall obtain a water permit for each well

drilled or reentered on the Leased Premises. The water permit fee shall be $500.00 per well.

Water permits shall allow the Lessee to utilize water of the Tribes for all drilling related

operations, excluding such water as may be used in any enhanced hydrocarbon recovery system.

Any water obtained off the Leased Premises from the Tribes and used for enhanced hydrocarbon

recovery operations, except water that is produced in conjunction with Oil and Gas from a

hydrocarbon producing formation, shall be purchased by Lessee from Lessor at a rate to be

determined at the time such water is required. Nothing in this section shall relieve Lessee from

compliance with federal and tribal laws and regulations for water use.

7.2 Water Metering.

To facilitate the accounting of water use, Lessee shall maintain accurate and

complete records of the sources and amounts of water used on the Leased Premises, shall furnish

such records to Lessor on request, and shall install metering or measuring devices on all wells

capable of producing water, other than wells used. solely for groundwater monitoring. Any such

metering or measuring devices shall be nonresettable and certified for accuracy on an annual

basis by an independent technician.

8 . PROPERTY BELONGING TO LESSEE.

If Lessor shall so elect in writing within ninety (90) days from the termination or

expitation of this lease, it may purchase any or all of the buildings, structures, materials, tools,

machinery, appliances, and equipment, including casing in wells on the Leased Premises

(“Equipment”) placed in or upon the Leased Premises by Lessee and shall pay to Lessee such

sum as may be agreed to by the parties or, if the parties cannot reach agreement, a reasonable

price shall be fixed by a board of three appraisers, one of whom shall be chosen by Lessor, one

by Lessee, and one by the two so chosen. Pending such purchase, all Equipment, Lessee shall

remove it within a period of one hundred eighty (180) days following the earlier of the end of the

above-referenced ninety (90) day period or actual written notice of Lessor’s election not to

purchase. If Lessee does not remove the Equipment within the one hundred eighty (180) day

period, Lessor shall have.the option to remove the Equipment at Lessee’s sole cost and risk, or to

transfer ownership of the Equipment to Lessor at no cost to Lessor.

9 ASSIGNMENT, SUBLEASE, OR TRANSFER.

Lessee shall not assign this lease or any interest therein, shall not sublet any portion of

the Leased Premises, and shall not transfer any interest therein, except with the approval of

Lessor and the Secretary, which approval shall not be unreasonably withheld. No sublease,

assignment, or transfer shall be valid or binding upon Lessor without Lessor’s written approval.

If this lease is divided by the assignment, sublease, or transfer of an entire interest in any part,

including a stratigraphic horizon, each part shall be considered a separate lease under all the

terms and conditions of this original lease, including any modifications or renewals approved in

conjunction with the approval of such assignment or transfer. Lessor’s approval of one sublease,

assignment, or transfer shall not validate a subsequent sublease, assignment, or transfer, and the

restrictions of this Section shall apply to each sublease, assignment, or transfer hereunder and

shall be severally binding upon each and every sublessee, assignee, transferee, and each and

every corporate successor or other successor in interest of Lessee.

This Section shall not apply to a mortgage, security interest, or other encumbrance of

the lease for purposes of financing development of the Leased Premises. This Section shall not

apply to any assignment or transfer if the assignment or transfer is to any person, firm,

corporation, or other business entity which is owned or controlled by Lessee, in whole or in part,

nor by a subsidiary or affiliate of Lessee and which owns or control Lessee, in whole or in part,

and of which Lessee is a subsidiary or affiliate, except that Lessee by written notice shall notify

the Lessor and the Secretary of such assignment or transfer. The term “control” shall mean the

direct or indirect power to direct or cause the direction-of the management and policies of Lessee

or its parent corporation, whether through the ownership of voting securities, by contract, or

otherwise.

Agreements creating overriding royalties or for payments out of production shall not be

considered as an interest, assignment, sublet or transfer of an interest in the lease as used and

prohibited in this section. Agreements creating overriding royalties or for payments out of

production or agreements designating operators to be paid out of production are hereby

authorized, but such agreements shall be subject to the condition that nothing in such agreement

shall be construed as modifying the obligations of Lessee herein. Such agreements shall be filed

with the Lessor and the Superintendent.

10 INDEMNIFICATION AGREEMENT.

10.1 Indemnification.

10.1.1 Losses

Lessee agrees to indemnify, protect, release, and hold harmless Lessor and

the Secretary from and against all losses, liabilities, damages, costs, investigations, obligations,

claims, penalties, causes of action, monitoring, costs, and expenses (including but not limited to

reasonable attorney fees, consultant fees and costs, expert fees and costs, laboratory testing,

remediation. and settlement costs, and claims, including, without limitation, third-party claims,

whether for personal injury or real or personal property damage or otherwise, or administrative

and informal proceedings)(“Losses”), incurred by Lessor and resulting or arising from Lessee’s

acts or omissions in connection with: (i) any breach of any representation, covenant, or warranty

made by Lessee in the Lease or in any certificates or other instruments delivered by or on behalf

of the Lessee pursuant thereto; (ii) any violation of the Worker Adjustment and Retraining

Notification Act, 29 U.S.C. § 2101 et seq., and the regulations thereunder (the “WARN Act”);

(iii) the use, non-use, storage, release, disposal, or generation by Lessee, or its agents,

employees, contractors, or invitees, of any Hazardous Material in, on, under, or about the Leased

Premises; or (iv) any accident, injury to, or death of persons, or loss of or damage to property

occurring on or about the Leased Premises or any portion thereof.

The remediation referred to above shall specifically cover Losses

incurred in connection with the investigation or monitoring of site conditions, any cleanup,

containment, remedial, removal, or restoration work required by applicable law and performed

by any federal, state, or tribal governmental agency or political subdivision, or performed by any

nongovernmental entity or person because of the presence or suspected presence or release or

threatened or suspected release of any Hazardous Materials in or into the air, soil, groundwater,

or surface water at, on, under, or above the Leased Premises, and losses arising from any claims

of third parties for loss or damage due to such presence or release.of Hazardous Materials.

10.1.2 Remedial Work

If any investigation, testing, or monitoring of site conditions or any

cleanup, containment, restoration, removal, or other remedial work (collectively the “Remedial

Work”) is required under any applicable federal, state, or tribal law or regulation, by any judicial

order, or by any governmental entity, or is required to comply with any agreements of Lessee

affecting the Leased Premises, then Lessee is obligated to indemnify Lessor, and Lessee shall

either perform or cause to be performed the Remedial Work in compliance with such law,

regulation, order, agreement, or recommendation, or shall promptly reimburse Lessor for the cost

of such Remedial Work, approved in advance in writing by Lessor. All costs and expenses of

such Remedial Work shall be paid either directly, or in the form of reimbursement to Lessor, by

Lessee including, without limitation, the charges of the contractor(s) and/or the consulting

engineer, and Lessor’s reasonable attorney and paralegal fees and costs incurred in connection

with monitoring or reviewing such Remedial Work. If Lessee shall fail to timely commence, or

cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work,

Lessor may cause such Remedial Work to be performed, and all costs and expenses thereof, or

incurred in connection therewith, shall be Losses within the meaning of 10.1.1 above. It is

agreed and understood that such indemnification shall not extend to losses incurred by Lessor in

connection with Section 10.1.1 (i) to (v) and resulting from Lessor’s sole negligence, gross

negligence and/or willful misconduct.

10.2 Defense Or Prosecution Of Claims.

If the facts giving rise to any indemnification provided for herein shall involve

any actual or threatened claim or demand by any person other than a party hereto, the Lessee

shall be entitled, upon its selection, by written notice given to the Lessor within fifteen (15) days

of receiving notice of such claim or demand [or, in the case of summary proceedings, five (5)

days after the date on which notice of the claim or demand is given to the Lessee (without

prejudice to the right to Lessor to participate at its expense through counsel of its own choosing)]

to assume the defense or prosecution of such claim and any litigation resulting therefrom at its

expense and: through counsel of its own choosing; provided, however, that, if by reason of the

claim of such third party, a lien, attachment, garnishment, or execution is placed upon any of the

Lessor’s property or assets, the Lessee, if it desires to exercise its right to defend or prosecute

such claim or litigation, shall furnish a satisfactory indemnity bond to obtain the prompt release

of such lien, attachment, garnishment, or execution; and provided further, that Lessor shall

control the defense of itself in any litigation instituted against it without prejudice to its rights to

be indemnified hereunder or to participate in such action, if not named as a party.

If the Lessee assumes the defense or prosecution of any such claim or

litigation, it shall take all steps necessary in the defense, prosecution, or settlement of such claim

or litigation and shall hold Lessor harmléss from and against all losses caused by or arising out

of any settlement thereof or any judgment in connection therewith (other than its expenses for

participating in such defense, prosecution, or settlement). The Lessee shall not, in the defense or

prosecution of such claim or litigation, except with the written consent of Lessor, consent to the

entry of any judgment or enter into any settlement that does not include as an unconditional term

thereof the giving to Lessor by the third party of a release from all liability regarding such claim

or litigation. If the Lessee fails to assume the defense or prosecution of any such claim or

litigation, the Lessor may defend against or prosecute such claim or litigation in such manner as

it may deem appropriate and may settle such claim or litigation, after giving written notice

thereof to Lessee, on such terms as Lessor may deem appropriate; and Lessee will promptly

reimburse Lessor for the “losses” incurred as a result of such settlement, together with the

amount of all reasonable legal and other expenses incurred by Lessor in connection with the

defense, prosecution, or settlement of such claim or litigation. If no settlement of such claim or

litigation is made, Lessee shall promptly reimburse Lessor for the amount of any judgment

rendered with respect-to such claim or such litigation and for all reasonable expenses, legal and

other, incurred by Lessor in connection with any such judgment.

10.3 Payment Of Losses.

Each Loss determined to be payable by Lessee under the terms hereof shall be

paid in cash to Lessor within thirty (30) days after the date on which Lessee is notified in writing

of such amount. Each such notice shall contain an itemization of the damages, expense, costs,

and liabilities comprising the Loss, certified to be true and correct by Lessor or its legal

representative.

10.4 Identification Of Hazardous Materials.

If at any time either party shall become aware of, or have reasonable cause to

believe, that any Hazardous Materials, except Hazardous Materials brought onto the Leased

Premises by Lessee or naturally occurring on the Leased Premises and routinely used in the

development and production of Oil and Gas, have come to be located in, on, under, or about the

Leased Premises, the party shall, immediately upon discovering such presence or suspected

presence of Hazardous Materials, give written notice of that condition to the other party. In

addition, each party shall immediately notify the other, in writing, of (i) any enforcement,

cleanup, removal, or other governmental or regulatory action instituted, completed, or threatened

relating to any Hazardous Materials on or about the Leased Premises; (ii) any claim made or

threatened by any person against either party relating to damages, losses, or injury claimed to

result-from the presence or threat of Hazardous Materials on or to the Leased Premises; and (iii)

any reports made to any tribal, state, or federal environmental agency arising out of or in

connection with any Hazardous Materials on or about the Leased Premises, including but not

limited to any complaints, notices, warnings, or asserted violations in connection therewith, of

which the party becomes aware. Each Party shall also supply the other as promptly as possible

with, and in any event within five (5) business days after receiving, such copies of all claims,

reports, complaints, notices, warnings, or asserted violations relating in any way to the Leased

Premises or use thereof.

10.5 Hold Harmless.

Neither Lessor or the United States, nor their officers, agents, or employees shall

be liable for any loss, damage, death, or injury of any kind whatsoever to the person or property

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