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the Property. Lessor shall reasonably cooperate with requests by the Company for assistance in the <br />Company's efforts to negotiate surface use agreements with the oil and gas operators relative to <br />existiing leases. <br />D. Lessor represents that the property constitutes a legal lot under applicable law <br />and that no subdivision approval is required for the Company's operations on the Properly or for the <br />granting of this Lease. <br />11. Right of First Offer. If during the 'T'erm of this Lease, Lessor desires to sell the <br />property or the surface estate of the Property, or Lessor receives an unsolicited bona fide offer to <br />purchase the same or any of Lessor's right, title or interest in or to this Lease, and Lessor desires to <br />accept such offer, Lessor must first offer that interest to the Company and negotiate in good faith <br />with the Company for a period of 30 days to sell the interest to the Company before offering the <br />interest to any third party or entering into a contract with any third party for transfer of the Property <br />or interest, <br />12. Taxes. During the Term of this Lease, the Company shall pay when due all ad <br />valorem property taxes assessed on the production, severance or extraction of Materials from the <br />Property. In addition, the Company shall pay all personal and real property taxes assessed against <br />machinery, tools, equipment, supplies, buildings, improvements, pipelines, stockpiles ofMaterials, <br />and other property and/or fixtures placed by Company on the Property. Lessor shall pay all other real <br />property taxes on the Property and on any improvements thereron, including without limitation, <br />improvements that Lessor installs on the Property for Lessor's own purposes, and any taxes <br />attributable to the Sales Royalty or to Lessor's farming operations. <br />13. Labor and Materials, The Company agrees to keep the Property free and clear of liens, <br />charges, claims or demands arising from the Company's operations hereunder and to promptly pay <br />for all labor performed on the Property and for all supplies, materials, and equipment used or placed <br />on the Property. The Company shall defend, indemnify and hold harmless Lessor from and against <br />any and all claims, charges, demands, causes of action, damages and liability, including reasonable <br />alto rireys fees and expert fees, that arise from or are connected to the acts or omissions of the <br />Comp?arry hereunder or to those of its contractors, subcontractors, employees, officers, agents or <br />lessees in regard to providing labor and acquiring or installing materials, equipment and supplies for <br />operations under this Lease. The Company may contest in good faith any lien; provided that the <br />Company shall not allow title to the Property or any portion of it to be lost. <br />1.4. Termination. <br />A. Lessor shall have the right at Lessor's option to terminate this Lease if the <br />Company fails to perform any of its obligations hereunder as follows: <br />i. If the Company fails to make any payments when due hereunder, <br />Lessor may at Lessor's option give the Company written notice of such failure and the. <br />Company shall have twenty (20) days from the date it receives notice to pay the amounts <br />-12-