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<br />FROM : Michael L. Blake. P. C. PHONE tJD. 31337907219 Feb. 26 2004 gg:27gN P3
<br />7. Permanent Abartdonrnent Upon completion of the P&.A work heretatdtz, Texas Tea
<br />agttxs that is shall l~vec use or reopen either of the well or drill another well on the ts>at portion of
<br />the Land enrrrmtly owned by Owt~r or otherwise use the surface of that potion of the Land
<br />currently owned by Owner la the fidure without the express wriVtn coastal of Owner. Not
<br />withstanding t>u foregoing, tmttling in this Agreement shall be cotetirt¢d exprusly or by itrtplication
<br />m prevent Texas Tea ftom drilling an additional well or wells oa other portions of lands covered by
<br />the Lease or from operating iu existing oil and gas wells and related facilities locattd on those lards
<br />covered by the Lease. Addiliooally, FARFRilMwURK1N shall not interfere with Texas Tea's
<br />continued operation of its other oil and gas operations conducted on the Land or under the Lease,
<br />including trot not limited m interference with Texas Tea's relativnslrips with govtrr~ental agencies.
<br />8. indema" uti n.
<br />a. Cexas Tea agrces m indcmoify, defwd artdhold harmless OwnQ, its affiliates,
<br />tnembea, managers, employees, agents, representatives, assigns and successors from end agairsst
<br />any and all claims, liabilities, losses, costs and expenses (including, withotrt limitation, court cosu
<br />a~ reasomble atmcreys' fees) that ate athibuafrle m dtc well a~ other assets described herein and
<br />that ate bused upon acts or omissions which arise prior to the completion of the P6tA work and the
<br />Sits Rtclamation (including, without li®tation, liability fo[ damage m ptaQezty, or injury to m the
<br />death of soy person arising prior m the completion of the P&A worst and Site Reclamation).
<br />b. Owner agrees m indrnraify, defer and hold harmless Texas Tea, its affiliates,
<br />members, managers, employees, agents, representatives, assigns and successors from nerd against
<br />any and all clatters, liabilities, losses, costs and expenses (intruding, without limihtion, court costs
<br />and reaaonabk attorneys' tees) that ere attribunble m the well and othez assets describes herein and
<br />[hat ate based upon acts or omissiems which3aasc after the completion of the P&A work and the Site
<br />Reclamation, itrdodiag but: rat limited m damage caused by Owner, it assigns, agents, contractors,
<br />successors, or representatives (and including, without (imitation liability for damage to property, or
<br />injtuy to or the death of eery person arising after the cotapletion of the PEA work and Sits
<br />Reclatnetion).
<br />9. Entire eteement. This Agreement and exhibits therein consritutes the entire
<br />understanding between the parties with respect m the subject matter hereof and all prior agreements,
<br />whether written o[ oral, are merged herein. This Agreement shalt no[ be amended except upon
<br />agreement in writing duly executed by both parties.
<br />10. Waiver. T'he failure of either party to this Agreement to insist upon the performance
<br />of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the temps
<br />end conditions of this Agreement, shall not be construed as thereafter waivinS any such terms and
<br />conditions, but the same shall continue and remain in full force and effect as if no such forbearance
<br />or waiver had occurred.
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