[MODEL THIRD-PARTY GUARANTEE]{.underline}

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  The MMS developed the following model third-party indemnity agreement.
  Executing this document will meet the requirements of 30 CFR §256.57
  for a third-party guarantee. You may execute this document as is or you
  may modify this document. If you choose to modify this document, MMS
  will review your modifications and will approve the modified document
  upon a determination that the modified document meets all of the
  requirements of 30 CFR §256.57.

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THIRD-PARTY INDEMNITY AGREEMENT

This THIRD-PARTY INDEMNITY AGREEMENT, made and entered into this
[(day)]{.underline} day of [(month)]{.underline} , [(year)]{.underline},
by [(Guarantor Company Name)]{.underline} , MMS Company Number
[(#)]{.underline} , (Guarantor) for the benefit of the MINERALS
MANAGEMENT SERVICE of the UNITED STATES DEPARTMENT OF THE INTERIOR (MMS)
provides for the following:

I. By signing this document, the undersigned attests to the following:

A. If a party to this agreement is a corporation, it is incorporated and
in good standing under the laws of the State of [(State)]{.underline}
and has all corporate power, authorizations, consents, and approvals
required to carry on its business as is now conducted and to enter into
this agreement.

B. If a party to this agreement is a corporation, the undersigned
include corporate officers who are authorized to bind the corporation.

C. The undersigned are authorized to execute, deliver, and perform,
under the terms of this agreement, on behalf of any non-corporate
Guarantor.

D. This agreement does not contravene or constitute a default under any
provisions of applicable law or regulation or of its charter,
certificate of incorporation or bylaws or any agreement, judgment,
injunction, order, decree or other instrument to which it may be
subject.

II\. The Guarantor agrees to the following provisions

A. The Guarantor will punctually satisfy (check one)

-   the performance and compliance by [(Name of Indemnified
    Company)]{.underline} , MMS Company Number , (Indemnified Company)
    with the terms and conditions of the lease, Right-of-Use and
    Easement (RUE), or Right-of-Way (ROW) and governing Federal
    regulations for all leases, RUEs, or ROWs in the \_\_\_\_ OCS
    Region, for which MMS has, at any point, recognized the indemnified
    company as a lease, RUE, or ROW interest or operating rights owner.

-   the performance and compliance by [(Name of Indemnified
    Company)\_,]{.underline} MMS Company Number , (Indemnified company),
    with the terms and conditions of the lease, RUE, or ROW and
    governing Federal regulations for lease, RUE, or ROW number
    \_\_\_\_\_\_\_\_\_\_\_\_\_.

-   the performance and compliance by [(Name of Indemnified
    Company)]{.underline} , MMS Company Number , (Indemnified company)
    with the terms and conditions of the lease, RUE, or ROW and
    governing Federal regulations for lease, RUE, or ROW number
    \_\_\_\_\_\_\_\_\_\_\_\_\_ for an amount not to exceed
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

B. If the Indemnified Company, Indemnified Company's operator, or an
operating rights owner fails to comply with any lease, RUE or ROW term
or regulations, the Guarantor will:

> \(1\) not challenge the determination and

\(2\) must either:

> i\) Take corrective action to bring the lease into compliance within
> the time period specified by MMS, or
>
> ii\) Provide, within 7 calendar days, sufficient funds for the MMS
> Regional Director to complete corrective action.

C. When the Guarantor complies with this agreement, by correcting a
problem or paying for a third party or for MMS to correct a problem,
such compliance will not reduce the Guarantor\'s liability for remaining
obligations.

D. If this agreement is terminated, the Guarantor will remain liable for
all work and workmanship performed and liabilities that accrued during
the period covered by this Third-Party Guarantee, until such time that
the indemnified company provides alternate security for the
obligation(s) and MMS releases the Guarantor from further liability.

E. If the Guarantor wishes to terminate the period of liability under
this guarantee, the Guarantor must:

> \(1\) Notify the Indemnified Company and the MMS Regional Director at
> least 90 days before the proposed termination date;
>
> \(2\) Obtain the MMS Regional Director's approval for the termination
> of the period of liability for all or a specified portion of the
> Guarantor's guarantee; and
>
> \(3\) Remain liable for all work and workmanship performed and
> liabilities that accrued during the period covered by this guarantee,
> until such time that the Indemnified Company provides a suitable
> replacement security instrument, assuming all outstanding liabilities
> and in an amount no less than provided by the guarantee herein, and
> MMS releases the Guarantor from further liability.

F. If a party to this agreement is a partnership, joint venture, or
syndicate, this agreement binds each partner or party who has a
beneficial interest in the Guarantor.

G. Each party who is a Guarantor under this agreement agrees to be bound
jointly and severally for the undertakings herein.

III\. If during the life of this third-party guarantee, the Guarantor no
longer meets the criteria established in 30 CFR §256.57(a)(3) and 30 CFR
§256.57(c)(3), the Guarantor and the Indemnified Company will notify the
MMS Regional Director immediately.

**[GUARANTOR]{.underline}**

\_\_\_[(company name)]{.underline}\_\_\_\_\_\_\_\_\_\_

(Affix Corporate Seal) **GUARANTOR**

[\_\_\_(signature)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}
[\_\_\_(signature)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

**CORPORATE OFFICIAL CORPORATE OFFICIAL**

[\_\_\_(typed signer\'s name)\_\_\_\_\_\_]{.underline} \_\_\_[(typed
signer\'s name)\_]{.underline}\_\_\_\_\_

**TYPED NAME TYPED NAME**

[\_\_\_(typed signer's title)\_\_\_\_\_\_\_]{.underline} \_\_\_[(typed
signer's title)]{.underline}\_\_\_\_\_\_\_

**TYPED TITLE TYPED TITLE**

Witness my hand and notary seal this [(day)]{.underline} day of
[(month)]{.underline} , [(year)\_]{.underline}.

[\_\_\_(signature)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

(Affix Notary Seal) **NOTARY PUBLIC NAME**

**[INDEMNIFIED COMPANY]{.underline}**

\_\_\_[(company name)]{.underline}\_\_\_\_\_\_\_\_\_\_

(Affix Corporate Seal) **INDEMNITOR**

[\_\_\_(signature)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}
[\_\_\_(signature)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

**CORPORATE OFFICIAL CORPORATE OFFICIAL**

[\_\_\_(typed signer\'s name)\_\_\_\_\_\_\_]{.underline} \_\_\_[(typed
signer\'s name)\_\_\_\_]{.underline}\_\_

**TYPED NAME TYPED NAME**

[\_\_\_(typed signer's title)\_\_\_\_\_\_\_\_]{.underline} \_\_\_[(typed
signer's title)]{.underline}\_\_\_\_\_\_\_

**TYPED TITLE TYPED TITLE**

Witness my hand and notary seal this [(day)]{.underline} day of
[(month)]{.underline} , [(year)\_]{.underline}.

[\_\_\_(signature)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

(Affix Notary Seal) **NOTARY PUBLIC NAME**