Provider Cooperation. To the extent that BFA or any BFA Recipient performs any New Services itself or Services that it is permitted to perform for itself in accordance with the terms of this Agreement, or retains Third Party Providers to do so, Provider will cooperate and coordinate with such entities as BFA or such BFA Recipient reasonably requests, including by using Commercially Reasonable Efforts to modify its interfaces to those of the BFA Recipient or other Third Party Providers to ensure compatibility among such systems and those of Provider, subject to reimbursement by such BFA Recipient for material cost incurred by Provider.

Provider. Landlord shall have the exclusive right to select any company providing electrical service to the Office Unit and Premises, to aggregate the electrical service for the Office Unit and Premises with other buildings, to purchase electricity for the Office Unit and Premises through a broker and/or buyers group and to change the providers and/or manner of purchasing electricity, provided, in no event shall the costs to Tenant for electricity exceed the rates that would otherwise be payable by Landlord at such time for such electricity (other than a de minimis increase); provided, further, Landlord shall be entitled, without duplication of the two percent (2%) fee set forth in Section 7.01 above, to receive a reasonable fee (if permitted by Legal Requirements) in a particular calendar year for the services provided by Landlord for the selection of utility companies and the negotiation and administration of contracts for the generation of electricity (such fee not to exceed two percent (2%) of the amount payable by Tenant for electrical services with respect to the period in question).

By Provider. Provider makes the following representations, warranties and covenants to each BFA Recipient:

Indemnification by Service Provider. Service Provider will be responsible for, defend, indemnify, and hold harmless Airline, [[United:Organization]] (“United”) and the owner or lessor (and, if applicable, sublessor) of the Airline Premises and their respective officers, employees, and agents (collectively the “Airline Indemnified Parties”) from and against any and all liabilities, claims, suits, judgments, losses, damages, fines or costs (including reasonable attorneys’ fees and expenses) to the extent that they arise out of # any negligence or willful misconduct on the part of Service Provider in connection with its performance under this Agreement, # any failure of supervision, negligence, or willful misconduct of the Service Provider in connection with its performance under this Agreement, or # any breach or default by Service Provider of its obligations under this Agreement, or # otherwise arising out of Service Provider’s provision of Services under this Agreement, all except and to the extent caused by the negligence or willful misconduct of any of the Airline Indemnified Parties.

By Provider. Provider acknowledges and agrees that the Services are personal in nature. Without the prior written consent of all affected BFA Recipients (which consent may be withheld in any BFA Recipient’s sole discretion), Provider will not have the right to transfer or assign its rights or obligations under this Agreement, except as part of a resolution or other insolvency proceeding for such Provider or a parent entity thereof.

Provider Personnel. “Provider Personnel” means all of the employees of Provider and Provider Affiliates who perform any Services. A BFA Recipient may request, and Provider will furnish, a staffing plan regarding Provider Personnel for a Service at any time during the Term.

By Provider. Subject to this Article 21 and Article 22, Provider will indemnify, defend and hold harmless BFA and the BFA Recipients and their respective Affiliates, and their and their Affiliate’s respective officers, directors, employees, agents and permitted successors and assigns from any and all Losses arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following:

Subject to the limitations set forth in Section 17.2(a), Provider and Provider Personnel will provide such assistance as may be reasonably required to carry out audits as permitted hereunder, including providing reasonable use of Provider locations, facilities and other resources reasonably required in connection therewith, subject to reimbursement for any material out-of-pocket expenses incurred by Provider in cooperating with audit activities directed by a BFA Recipient that are outside the ordinary course of customary audits that would be expected in connection with services similar to the Services.

Provider. Provider represents that it has implemented an AML (anti-money laundering) Compliance Program (“AML Program”) that complies with the requirements of AML Laws applicable to Provider; and it maintains an AML Program consistent with applicable AML Laws. As part of its AML Program, Provider certifies that it: # has a duly appointed AML Compliance Officer; # has policies, procedures and internal controls in place, including those that are reasonably designed to detect and report suspicious activity; # conducts periodic anti-money laundering training to personnel performing critical job functions; and # has a periodic independent assessment to review the effectiveness of its AML Program.

Provider Duties. In addition to its other obligations with respect to BFA Confidential Information, Provider will: