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consent of Lessor. Such maintenance shall include any function which Lessor, but for this <br />Agreement, would be required to perform pursuant to applicable federal, state, and municipal <br />laws, ordinances, and regulations. <br />Lessee shall pay, satisfy and discharge all claims or liens for material and labor, whether <br />said improvements are the property of Lessor or Lessee, and Lessee shall indemnify and save <br />harmless Lessor from all such claims, liens, or demands whatsoever. <br />2.8 Reclamation Letter of Credit Prior to the commencement of this Agreement, <br />Lessee shall secure a Letter of Credit in the amount of _, the terms and sufficiency of <br />which shall be acceptable to the Lessor, to return the Jansen Facility to the same condition it was <br />before Lessee used it as a coal loading facility. <br />2.9 Jansen Facilily Switch Services <br />a. Lessee intends to hire an independent contractor to provide certain rail yard <br />switch services at the Jansen Facility, including the operation of a switch locomotive to move <br />coal railcars over the railroad tracks at the Jansen Facility. Lessee shall hire a qualified <br />independent contractor to perform such services through a formal bid process. Any switch <br />operation contract entered into between Lessee and the contractor /switch operator will require <br />that the services be performed pursuant to industry standards and in compliance with the <br />applicable requirements of the Federal Railroad Administration and any other applicable federal, <br />state and municipal laws, ordinances and regulations. <br />• b. Lessor shall have the right of first refusal to act as the Jansen Facility switch <br />operator, provided Lessor can meet or beat the competitive bids for such independent contractor <br />service. <br />2.10 Interchange Agreement <br />a. During the term of this Agreement and any renewals and extensions thereof, <br />Lessor shall enter into, maintain and keep in place an interchange agreement with a mainline <br />railroad carrier to deliver and remove rail cars to and from the Jansen Facility for the benefit of <br />Lessee in the form of the Interchange Agreement, or any modification thereto, attached hereto as <br />Exhibit E. <br />b. As beneficiary under the Interchange Agreement, Lessee shall assume and <br />perform all of Lessor's rights and obligations there under and shall defend and hold Lessor <br />harmless from and against, any and all claims, demands, suits, proceedings, judgments, losses, <br />liabilities, damages, obligations, civil penalties, costs and expenses of every kind (including, <br />without limitation, reasonable attorney's fees) resulting from Lessee's failure to perform its <br />obligations pursuant to the Interchange Agreement. <br />c. Lessor agrees to assign to Lessee any and all of its rights to pursue any <br />claims that may arise against BNSF under the Interchange Agreement. <br />5 <br />l / <br />u <br />