Common use of Environmental Health and Safety Clause in Contracts

Environmental Health and Safety. (a) The Company and its subsidiaries are, and have been since January 1, 2012, in material compliance with all applicable Environmental Laws and Health and Safety Laws. (b) Since January 1, 2012, the Company and its subsidiaries have obtained, maintained and are, and have been, operating in material compliance with all Environmental Permits required for the operation of the business of the Company and its subsidiaries. Section 4.21(b) of the Company Disclosure Letter contains a list of all material Environmental Permits held by the Company or its subsidiaries. (c) The Company and its subsidiaries have taken all material actions that are required to provide each and every employee with a safe and healthy workplace as required by any applicable Health and Safety Law. (d) The Company and its subsidiaries are not subject to any pending or, to the Knowledge of the Company, threatened, Environmental Claim, which could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Laws. (e) There has been no release of Hazardous Substances by the Company or any of its subsidiaries or, to the Knowledge of the Company, any other Person at the Real Property or, to the Knowledge of the Company, at any formerly owned, leased or operated real property, in each case that requires investigation, assessment, cleanup, remediation or other corrective action and that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws. (f) To the Knowledge of the Company, there are no facts, circumstances or conditions that exist with respect to the Company or any of its subsidiaries, the Real Property or any property formerly owned, leased or operated by the Company or any of its subsidiaries or any property to which the Company or any of its subsidiaries arranged for the disposal or treatment of Hazardous Substances that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Laws. (g) Neither the Company nor any of its subsidiaries have provided an indemnification or agreement to indemnify any person for any conditions or claims involving the release or existence of any current contamination or any obligation under any Environmental Laws or Health and Safety Law that remains legally binding or is otherwise outstanding, except as would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its subsidiaries, taken as a whole. (h) The Company and its subsidiaries have made available to Parent copies of all material environmental assessments, investigations, audits, studies, reports and analyses relating to the Real Property or formerly owned, leased or operated real property, and all material documents and correspondence in each case related to any current or outstanding material liabilities under Environmental Laws or Health and Safety Laws to the extent such documentation is in the Company’s or any subsidiaries’ possession, custody or control. (i) The representations and warranties in this Section 4.21 are the sole and exclusive representations and warranties of the Company with respect to environmental matters, including matters relating to Environmental Laws, Health and Safety Laws or Hazardous Substances.

Environmental Health and Safety. (a) The Company To Seller’s Knowledge, Seller’s and its subsidiaries areeach Seller Subsidiary’s business and operations are in full compliance with all Environmental Laws, and, to Seller’s Knowledge, no condition exists or event has occurred which, with or without notice or the passage of time or both, constituted or would constitute a violation of, or has given or would give rise to any Liability under, any Environmental Law. (b) Seller and each Seller Subsidiary is in possession of all Environmental Permits required for the conduct or operation of Seller’s or the Seller Subsidiary’s business (or any part thereof), and is in full compliance with all of the requirements and limitations included in such Environmental Permits. (c) Seller and the Seller Subsidiaries have not used or stored any Hazardous Substances in, on or at any of their properties or facilities except for inventories of substances which are used or are to be used in the Ordinary Course of Business (which inventories have been since January 1, 2012, stored and used in material compliance accordance with all applicable Environmental Laws and Health and Safety LawsEnvironmental Permits). (bd) Neither Seller nor any Seller Subsidiary has received any notice from any Governmental Entity or any other Person that Seller’s or the Seller Subsidiary’s business or the operation of any of their facilities is in violation of any Environmental Law or Environmental Permit, or that any of them is responsible (or potentially responsible) for the cleanup or remediation of any substances at any location. (e) Neither Seller nor any Seller Subsidiary has deposited or incorporated any Hazardous Substances into, on, beneath or adjacent to any property. (f) Since January 1, 20122003, neither Seller nor any Seller Subsidiary is or has been the Company and its subsidiaries have obtainedsubject of any litigation or other Proceedings in any forum, maintained and arejudicial or administrative, and have beeninvolving a demand for damages, operating in material compliance injunctive relief, penalties or other potential Liability with all respect to violations of any Environmental Permits required for the operation of the business of the Company and its subsidiaries. Section 4.21(b) of the Company Disclosure Letter contains a list of all material Environmental Permits held by the Company or its subsidiaries. (c) The Company and its subsidiaries have taken all material actions that are required to provide each and every employee with a safe and healthy workplace as required by any applicable Health and Safety Law. (dg) The Company Seller and its subsidiaries are not subject each Seller Subsidiary has timely filed all reports and notifications required to any pending or, be filed with respect to the Knowledge all of the Company, threatened, Environmental Claim, which could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities their property and facilities and have generated and maintained all required records and data under Environmental Laws or Health and Safety Laws. (e) There has been no release of Hazardous Substances by the Company or any of its subsidiaries or, to the Knowledge of the Company, any other Person at the Real Property or, to the Knowledge of the Company, at any formerly owned, leased or operated real property, in each case that requires investigation, assessment, cleanup, remediation or other corrective action and that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under all applicable Environmental Laws. (fh) To the Knowledge of the CompanySeller’s Knowledge, there are no facts, circumstances condition has existed or conditions that exist event has occurred with respect to the Company any property that is or was at any time owned or leased (or any of its subsidiaries, the Real Property direct or indirect Subsidiary that is or was at any time owned) by Seller or any property formerly ownedSeller Subsidiary, leased that gives rise to, or operated by the Company would, with or without notice, passage of time or both, give rise to, any present or future Liability of Seller or any of its subsidiaries or any property Seller Subsidiary pursuant to which the Company or any of its subsidiaries arranged for the disposal or treatment of Hazardous Substances that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Laws. (g) Neither the Company nor any of its subsidiaries have provided an indemnification or agreement to indemnify any person for any conditions or claims involving the release or existence of any current contamination or any obligation under any Environmental Laws or Health and Safety Law that remains legally binding or is otherwise outstanding, except as would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its subsidiaries, taken as a wholeLaw. (h) The Company and its subsidiaries have made available to Parent copies of all material environmental assessments, investigations, audits, studies, reports and analyses relating to the Real Property or formerly owned, leased or operated real property, and all material documents and correspondence in each case related to any current or outstanding material liabilities under Environmental Laws or Health and Safety Laws to the extent such documentation is in the Company’s or any subsidiaries’ possession, custody or control. (i) The representations and warranties in this Section 4.21 are the sole and exclusive representations and warranties of the Company with respect to environmental matters, including matters relating to Environmental Laws, Health and Safety Laws or Hazardous Substances.

Environmental Health and Safety. (a) The Company and its subsidiaries areCompany, and the Sellers in respect of the Business, have been since January 1obtained all EHS Permits. Each EHS Permit (a copy of which is contained in the Disclosure Documents) is in full force and effect and the Company, 2012and the Sellers in respect of the Business, in material comply and have complied with all conditions of each EHS Permit. There are no facts or circumstances that may lead to the revocation, suspension, variation, non-renewal of or the inability to transfer any EHS Permits or which would prevent compliance with all applicable Environmental Laws and Health and Safety Lawsany EHS Permit. (b) Since January 1, 2012, the The Company and its subsidiaries the Business have obtained, maintained and are, and have been, operating at all times been operated in material compliance with all Environmental Permits required for EHS Laws and, so far as the operation Sellers are aware, there are no facts or circumstances that may lead to any breach of the business of the Company and its subsidiaries. Section 4.21(b) of the Company Disclosure Letter contains a list of all material Environmental Permits held by the Company or its subsidiariesliability under any EHS Laws. (c) The Company and its subsidiaries have taken all material actions that are required has not received any written communication from any authority or other third party from which it appears to provide each and every employee with a safe and healthy workplace as required by any applicable Health and Safety Lawbe or is alleged to be in breach of EHS Law or EHS Permits. (d) The Company and its subsidiaries are not subject to any pending orThere have been no claims, to the Knowledge of investigations, prosecutions or other proceedings against or threatened against the Company, threatenedthe Sellers or any of their respective directors, Environmental Claim, which could reasonably be expected to result officers or employees in respect of harm arising from the operation of the Business or any business carried on by the Company or for any breach or alleged breach of its subsidiaries incurring material liabilities under Environmental Laws any EHS Permits or Health and Safety EHS Laws. (e) There has been no release of Hazardous Substances by Neither the Sellers nor the Company have received any enforcement, prohibition, stop, remediation, improvement or any other notice from, or been subject to any civil sanction imposed by, any enforcement authority, with regard to any alleged or actual breach of its subsidiaries or, to the Knowledge EHS Laws in respect of the Company, any other Person at the Real Property or, to the Knowledge of the Company, at any formerly owned, leased or operated real property, in each case that requires investigation, assessment, cleanup, remediation or other corrective action and that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental LawsBusiness. (f) To There has not been any storage, transportation, release, leakage, migration, spill, discharge, entry, disposal, deposit or emission of any Hazardous Substance into the Knowledge environment caused by the operation of the Company, Business or any business carried on by the Company other than in accordance with EHS Laws and there are no factsHazardous Substances (including asbestos) present at, circumstances on or conditions that exist with respect to the Company or under, any of its subsidiaries, the Real Property or any property formerly owned, leased or operated by the Company or any of its subsidiaries or any property to properties at which the Company or any of its subsidiaries arranged for the disposal or treatment of Hazardous Substances that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety LawsBusiness is carried on. (g) Neither All Personnel have been trained regularly in accordance with the Company nor any of its subsidiaries have provided an indemnification or agreement Applicable Regulations, including in relation to indemnify any person for any conditions or claims involving quality control and the release or existence of any current contamination or any obligation under any Environmental Laws or Health requirements in relation to health, safety and Safety Law that remains legally binding or is otherwise outstanding, except as would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its subsidiaries, taken as a wholeenvironment. (h) The Copies of all environmental, health and safety, asbestos surveys, assessments and investigations in respect of any property at which the Business is carried on, or in respect of the operation of the Business, are in the possession or control of the Sellers or the Company and its subsidiaries have made available to Parent copies of all material environmental assessments, investigations, audits, studies, reports and analyses relating to are contained in the Real Property or formerly owned, leased or operated real propertyDisclosure Documents, and all material documents necessary steps to comply with the recommendations contained in such reports, surveys, assessments and correspondence in each case related to any current or outstanding material liabilities under Environmental Laws or Health and Safety Laws to the extent such documentation is in the Company’s or any subsidiaries’ possession, custody or controlinvestigations have been completed. (i) The representations and warranties in this Section 4.21 are the sole and exclusive representations and warranties of the Company with respect to environmental matters, including matters relating to Environmental Laws, Health and Safety Laws or Hazardous Substances.

Environmental Health and Safety. (a) The Company and its subsidiaries are, and have been since January 1, 2012been, in material compliance with all applicable Environmental Laws and Health and Safety Laws. (b) Since January 1, 2012, the The Company and its subsidiaries have obtained, maintained and are, and have been, operating in material compliance with all Environmental Permits required for the operation of the business of the Company and its subsidiaries. Section 4.21(b) of the Company Disclosure Letter contains a list of all material Environmental Permits held by the Company or its subsidiaries. (c) The Company and its subsidiaries have taken all material actions that are required to provide each and every employee with a safe and healthy workplace as required by any applicable Health and Safety Law. (d) The Company and its subsidiaries are not subject to any pending or, to the Knowledge of the Company, threatened, Environmental Claim, which could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Laws. (e) There has been no release of Hazardous Substances by the Company or any of its subsidiaries or, to the Knowledge of the Company, Company any other Person Person, at the Real Property or, to the Knowledge of the Company, at any formerly owned, leased or operated real property, in each case that requires investigation, assessment, cleanup, remediation or other corrective action and that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws. (f) To Knowledge of the Company, there has been no indoor air quality or indoor water quality that fails to meet applicable commercial risk-based screening levels for commercial buildings at the Real Property or at any formerly owned, leased or operated real property. (g) To the Knowledge of the Company, there are no facts, circumstances or conditions that exist with respect to the Company or any of its subsidiaries, the Real Property or any property formerly owned, leased or operated by the Company or any of its subsidiaries or any property to which the Company or any of its subsidiaries arranged for the disposal or treatment of Hazardous Substances that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Laws. (gh) Neither the Company nor any of its subsidiaries have provided an indemnification or agreement to indemnify any person for any conditions or claims involving the release or existence of any current contamination or any obligation under any Environmental Laws or Health and Safety Law that remains legally binding or is otherwise outstanding, except as would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its subsidiaries, taken as a whole. (hi) The Company and its subsidiaries have made available to Parent copies of all material environmental assessments, investigations, audits, studies, reports and analyses relating to the Real Property or formerly owned, leased or operated real property, and all material documents and correspondence in each case related to any current or outstanding material liabilities under Environmental Laws or Health and Safety Laws to the extent such documentation is in the Company’s 's or any subsidiaries’ ' possession, custody or control. (ij) The representations and warranties in this Section 4.21 There are no matters relating to the sole and exclusive representations and warranties environment, whether or not constituting a violation of Law, that adversely impact the ability of the Company with respect and its subsidiaries to environmental mattersconduct business in any material respect, or increase the cost of maintenance or operations in any material respect, at any of its Real Property, including matters relating indoor air quality failing to meet any applicable commercial indoor air quality standard or drinking water failing to meet any applicable drinking water standard (including Environmental Laws, Health and Safety Laws or Hazardous SubstancesProtection Agency risk-based screening levels for commercial buildings).

Environmental Health and Safety. (a) The Company Contractor acknowledges and agrees that it bears sole responsibility for strict compliance with its subsidiaries areenvironmental, health and have been since January 1safety (“EHS”) obligations under this Section 4.14, 2012irrespective of whether United has provided any information, instruction or materials to Contractor or otherwise imposed any mandates on Contractor with respect to the matters addressed in this Section 4.14. Contractor further warrants that its employees and agents are fully trained and possess the requisite expertise and experience to satisfy its obligations as provided in this Section 4.14. (b) Contractor shall conduct its operations in a prudent manner, in material compliance with all applicable Environmental Laws, taking reasonable preventative measures to avoid [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] liabilities under any Environmental Laws or harm to human health or the environment, including, without limitation, reasonable preventative measures to prevent releases of Hazardous Materials to the environment, or adverse environmental impacts to on-site or off-site properties, risks of harm to public or worker health and Health and Safety Laws. (b) Since January 1, 2012, the Company and its subsidiaries have obtained, maintained and aresafety, and have beenthe creation of any public nuisance. If, operating in material compliance with all the course of conducting services under this Agreement, Contractor encounters adverse environmental conditions that could reasonably be expected to give rise to liability for United or Contractor under any Environmental Permits required for the operation of the business of the Company and its subsidiaries. Section 4.21(b) of the Company Disclosure Letter contains a list of all material Environmental Permits held by the Company Laws or its subsidiaries. (c) The Company and its subsidiaries have taken all material actions that are required to provide each and every employee with a safe and healthy workplace as required by any applicable Health and Safety Law. (d) The Company and its subsidiaries are not subject to any pending or, to the Knowledge of the Company, threatened, Environmental Claim, which otherwise could reasonably be expected to result in material harm to human health or the Company environment, Contractor shall promptly notify United of such conditions. (c) Contractor shall, at its own expense, conduct its operations in compliance in all material respects with all applicable Environmental Laws, including obtaining any needed permits or authorizations for Contractor’s operations. If United provides any information, instruction, or materials to Contractor relating to its obligations under any Environmental Laws, Contractor agrees that this shall not in any way relieve Contractor of its obligation to comply with Environmental Laws. Without limiting Contractor’s obligations under Section 10.07, Contractor further agrees that it shall otherwise preserve the proprietary nature of any such information that is clearly identified in writing by United as proprietary and confidential and shall use its commercially reasonable efforts to ensure that the information is not disclosed to any third parties without first obtaining the written consent of United. (d) Contractor shall use its commercially reasonable efforts to perform its services under this Agreement so as to minimize the unnecessary generation of waste materials, including consideration of source reduction and re-use or recycling options, and coordination with United on a cabin service recycling program. Contractor shall not cause or permit any Hazardous Materials to be used in the course of conducting the services under this Agreement, except to the extent required for the customary performance of such services, and provided that such Hazardous Materials are used, stored, handled, and disposed of in accordance in all material respects with all Environmental Laws including, without limitation and by way of example only, the terms and conditions of any stormwater, spill prevention or contingency permits or related plans applicable to Contractor Services whether such permits or plans are held by Contractor, United, airports or any other parties. If requested by United, Contractor shall replace specific products used in its operations with less toxic products, as long as there is a reasonable replacement available at a similar cost, or if the product is not available at a similar cost, provide United the option to agree to pay the difference. If requested by United, Contractor shall take reasonable efforts to provide quantitative data on materials recycled and waste disposed of its subsidiaries incurring material liabilities to facilitate coordination and enhancement of cabin service recycling where feasible. Contractor shall ensure that any waste materials generated in connection with the services performed by Contractor under this Agreement are managed in accordance with all applicable Environmental Laws Laws, with Contractor assuming responsibility as the legal generator of such wastes; provided, however, this provision does not apply should United or Health and Safety Lawsanother vendor of United be the entity who has, in fact, independently generated the wastes. (e) There has been no release of Hazardous Substances by the Company For any leased areas or any of its subsidiaries or, to the Knowledge of the Company, any other Person at the Real Property or, to the Knowledge of the Company, at any formerly owned, leased equipment that is jointly used or operated real propertyby Contractor and United (and/or other United contractors), Contractor shall use its commercially reasonable efforts to coordinate its activities with United and/or United contractors and otherwise [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] perform its activities in each case that requires investigation, assessment, cleanup, remediation or other corrective action and that could reasonably be expected to result compliance in the Company or any of its subsidiaries incurring all material liabilities under respects with all applicable Environmental Laws. (f) To Except for a release of Hazardous Materials below reportable quantities under Environmental Law or which are immediately and fully remediated to restore the Knowledge of the Company, there are no facts, circumstances or conditions that exist with respect area to the Company same condition as existed prior to the spill, Contractor shall promptly notify United of any material spills or leaks of Hazardous Materials arising out of Contractor’s provision of services under this Agreement, and, if requested, shall provide copies to United of any written reports provided to any governmental agencies and airport authorities under any Environmental Laws regarding same. Contractor shall promptly undertake reasonable commercial actions to remediate any such spills or leaks to the extent Contractor or United is required to do so (i) by applicable Environmental Laws, (ii) to ensure the protection of its subsidiariespublic or worker health and safety, the Real Property or any property formerly owned, leased or operated (iii) by the Company relevant airport authority, or any (iv) in order to comply with a lease obligation. In the event that Contractor fails to fulfill its remediation obligations under this paragraph and United may otherwise be prejudiced or adversely affected (such as involving United leased property), United may undertake such actions as are reasonable at the cost and expense of its subsidiaries or any property Contractor. Subject to which the Company or any reasonable verification, such costs and expenses shall be promptly paid upon Contractor’s receipt of its subsidiaries arranged a written request for the disposal or treatment of Hazardous Substances that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Lawsreimbursement for them by United. (g) Neither the Company nor any of its subsidiaries have provided an indemnification or agreement to indemnify any person for any conditions or claims involving the release or existence Contractor shall promptly provide United with written copies of any current contamination notices of violation issued or any obligation under any other claims from a third party asserted pursuant to Environmental Laws or Health associated with a potential release of Hazardous Materials and Safety Law that remains legally binding related to or is otherwise outstandingassociated with the provision of Contractor Services. Contractor shall promptly undertake all actions necessary to resolve such matters, except as would not beincluding, without limitation, paying all fines and penalties, and would not reasonably promptly addressing any noncompliance identified; provided, however, that Contractor may contest any notice of violation or other alleged violation and defend any claim that it believes is untrue, improper or invalid. In the event that Contractor fails to fulfill its obligations under this paragraph and United may otherwise be expected prejudiced or adversely affected, United may undertake such actions as are reasonable or legally required at the cost and expense of Contractor. Subject to bereasonable verification, individually or in the aggregate, material to the Company such costs and its subsidiaries, taken as expenses shall be promptly paid upon Contractor’s receipt of a wholewritten request for reimbursement for them by United. (h) The Company If requested by United, Contractor shall conduct a review and its subsidiaries have made available provide information to Parent copies United regarding Contractor’s compliance with the requirements of all material this Section 4.14. This review may include the completion of an environmental assessmentscompliance audit of Contractor’s activities or an environmental site assessment, investigationseach subject to a work plan approved by United. Contractor shall provide United with a summary of the results of this audit or assessment, audits, studies, reports and analyses relating provide United with an opportunity to the Real Property review any written report generated in connection with such an audit or formerly owned, leased or operated real propertyassessment, and all material documents and correspondence in each case related to will promptly address any current noncompliance or outstanding material liabilities under Environmental Laws or Health and Safety Laws liability identified to the extent such documentation is in the Company’s or any subsidiaries’ possession, custody or controlrequired by Environmental Laws and United. (i) The representations In the event that Contractor Services include providing bulk (nonbottled) potable water for crew or passenger consumption, Contractor shall ensure compliance with the Aircraft Drinking Water Regulation, FDA requirements, and warranties other similar applicable laws (collectively, the “Drinking Water Requirements”), including without limitation using its commercially reasonable efforts to ensure all water handling equipment is properly and regularly disinfected [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] and kept in sanitary condition. If Contractor relies upon another contractor to load water onto its aircraft or to maintain water handling equipment, it shall inquire with such contractors to ensure they meet these Drinking Water Requirements as well. Contractor shall immediately notify United if it becomes aware of practices or conditions that may reasonably be expected to negatively impact potable water quality, regardless of the provider or the source of such potable water (including whether such source is an airport, ground handler or aircraft water system). Contractor shall maintain records relating to its compliance with Environmental Laws under this Agreement for the longer of three (3) years or such period of time as is required by Environmental Laws. Contractor shall, at the request of United and with reasonable advance notice, provide United with reasonable access to Contractor’s operations, documents, and employees for the sole purpose of allowing United to assess Contractor’s compliance with its obligations with this Section 4.14, including responding to reasonable information requests. Upon the termination of operations at a space used to support the provision of Contractor Services under this Agreement, Contractor shall use its commercially reasonable efforts to ensure the removal and proper management of any and all Hazardous Materials associated with Contractor’s operations (including its subcontractors) and will comply with any other applicable Environmental Laws applicable to the provision of Contractor Services. (j) Contractor has reviewed United’s Environmental Commitment Statement (found at xxx.xxxxxx.xxx/xxxxxxxx) and agrees to conduct the services provided for in this Section 4.21 are the sole Agreement in a manner consistent with these commitments and exclusive representations and warranties shall cooperate with United in meeting these commitments in effect as of the Company date hereof and in responding to reasonable information requests. (k) [Intentionally Omitted] (l) All notices to be provided by Contractor to United under this Section 4.14 shall be provided as indicated in Section 10.02 of this Agreement, with respect a copy to environmental mattersManaging Director–Environmental Affairs, including matters relating to Environmental LawsUnited Airlines, Health and Safety Laws or Hazardous SubstancesInc., 000 Xxxxx Xxxxxx Xxxxx-WHQSE, Chicago, IL 60606.

Environmental Health and Safety. Except as set forth in Section 3.17 of the Disclosure Schedule or except as would not, individually or in the aggregate, have a Material Adverse Effect: (a) The the Company and its subsidiaries the Subsidiaries currently hold all the permits, licenses and approvals of Governmental Authorities and agencies necessary for the current use, occupancy or operation of the Business and required by any Environmental Law ("Environmental Permits") and are in compliance with all such Environmental Permits; (b) the Company and the Subsidiaries are, and for the past five years have been since January 1, 2012been, in material compliance with all applicable Environmental Laws and Health and Safety Laws. (b) Since January 1, 2012, the Company and its subsidiaries have obtained, maintained and are, and have been, operating in material compliance with all Environmental Permits required for the operation of the business of the Company and its subsidiaries. Section 4.21(b) of the Company Disclosure Letter contains a list of all material Environmental Permits held by the Company or its subsidiaries. ; (c) The Company except as permitted by and its subsidiaries have taken all material actions that as would not result in any liability under applicable Environmental Laws, there are required to provide each and every employee with a safe and healthy workplace as required by no underground or aboveground storage tanks or any applicable Health and Safety Law. (d) The Company and its subsidiaries surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are not subject to being treated, stored or disposed on any pending or, to the Knowledge of the Company, threatened, Environmental Claim, which could reasonably be expected to result in the Company Owned Real Property or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Laws. (e) There has been no release of Hazardous Substances by the Company or any of its subsidiaries or, to the Knowledge of the Company, any other Person at the Leased Real Property or, to the Knowledge of the Company, at any formerly owned, leased or operated real property, in each case that requires investigation, assessment, cleanup, remediation or other corrective action and that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws. (f) To the Knowledge of the Company, there are no facts, circumstances or conditions that exist with respect to the Company period of the Company's or any Subsidiary's ownership, tenancy or operation of its subsidiariessuch property, the Real Property or on any real property formerly owned, leased or operated by the Company or any of its subsidiaries Subsidiary; (d) there is no asbestos or any property to which the Company or asbestos-containing material on any of its subsidiaries arranged for the disposal Owned Real Property or treatment of Hazardous Substances that could reasonably be expected Leased Real Property, except to the extent not prohibited by, and as would not result in any liability under, applicable Environmental Laws; (e) neither the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Laws. (g) Neither Seller, the Company nor any Subsidiary, nor any Person for whom any of its subsidiaries have provided an indemnification them is liable by operation of law, has released, discharged or agreement to indemnify disposed of Hazardous Materials on any person for any conditions or claims involving of the release or existence of any current contamination or any obligation under any Environmental Laws or Health and Safety Law that remains legally binding or is otherwise outstanding, except as would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its subsidiaries, taken as a whole. (h) The Company and its subsidiaries have made available to Parent copies of all material environmental assessments, investigations, audits, studies, reports and analyses relating to the Owned Real Property or Leased Real Property or on any real property formerly owned, leased or operated real propertyby the Company or any Subsidiary; (f) neither the Seller, and all material documents and correspondence in each case related the Company nor any Subsidiary is undertaking any investigation or assessment or remedial or response action relating to any current release, discharge or outstanding material liabilities under Environmental Laws disposal of or Health and Safety Laws contamination with Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the extent such documentation is order of any Governmental Authority or the requirements of any Environmental Law; (g) there are no past, pending or threatened in writing Environmental Claims against the Company’s , any Subsidiary or any subsidiaries’ Real Property and, to the Seller's knowledge, there are no facts that are reasonably expected to form the basis of any such Environmental Claim; and (h) the Company has made available to the Purchaser true and complete copies of all Environmental Reports in its possession, custody or control. (i) The representations and warranties . As used in this Section 4.21 are Agreement, the sole and exclusive representations and warranties of following terms have the Company with respect to environmental matters, including matters relating to Environmental Laws, Health and Safety Laws or Hazardous Substances.following meanings:

Environmental Health and Safety. (a) The Except as set forth in Section 3.18 of the Disclosure Schedule or except as would not have a Material Adverse Effect: (i) the Company and its subsidiaries areSubsidiaries currently hold all the environmental and health and safety permits, licenses and have been since January 1approvals of Governmental Authorities and agencies necessary for the current use, 2012, occupancy or operation of the Business and required by any Environmental Law ("Environmental Permits") and are in material compliance with all such Environmental Permits; (ii) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws and Health and Safety Laws. ; (biii) Since January 1, 2012, neither the Company and nor any of its subsidiaries have obtainedSubsidiaries is currently in receipt of any written claim, maintained and aredemand, and have beennotice or complaint al- leging violation of, operating or liability under, any Environmental Laws; (iv) except as permitted by or as would not result in material compliance with all any liability under applicable Environmental Permits required for the operation Laws, there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being treated, stored or disposed on any of the business of the Company and its subsidiaries. Section 4.21(b) of the Company Disclosure Letter contains a list of all material Environmental Permits held by the Company Owned Real Property or its subsidiaries. (c) The Company and its subsidiaries have taken all material actions that are required to provide each and every employee with a safe and healthy workplace as required by any applicable Health and Safety Law. (d) The Company and its subsidiaries are not subject to any pending Leased Real Property or, with respect to the Knowledge period of the Company, threatened, Environmental Claim, which could reasonably be expected to result in the Company 's or any of its subsidiaries incurring material liabilities under Environmental Laws Subsidiaries' ownership, tenancy or Health and Safety Laws. (e) There has been no release operation of Hazardous Substances by the Company or any of its subsidiaries or, to the Knowledge of the Company, any other Person at the Real Property or, to the Knowledge of the Company, at any formerly owned, leased or operated real such property, in each case that requires investigation, assessment, cleanup, remediation or other corrective action and that could reasonably be expected to result in the Company or on any of its subsidiaries incurring material liabilities under Environmental Laws. (f) To the Knowledge of the Company, there are no facts, circumstances or conditions that exist with respect to the Company or any of its subsidiaries, the Real Property or any real property formerly owned, leased or operated by the Company or any of its subsidiaries Subsidiaries; (v) there is no asbestos or asbestos-containing material on any of the Owned Real Property or Leased Real Property, except to the extent not prohibited by, or as would not result in any liability under, applicable Environmental Laws; (vi) neither the Company nor any of its Subsidiaries has released, discharged or disposed of Hazardous Materials on any of the Owned Real Property or Leased Real Property or on any real property to which formerly owned, leased or operated by the Company or any of its subsidiaries arranged for the disposal or treatment of Hazardous Substances that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Laws. Subsidiaries; (gvii) Neither neither the Company nor any of its subsidiaries have provided an indemnification Subsidiaries is undertaking any investigation or agreement assessment or remedial or response action relating to indemnify any person for release, discharge or disposal of or contamination with Hazardous Materials at any conditions site, location or claims involving operation, either voluntarily or pursuant to the release or existence order of any current contamination Governmental Authority or the requirements of any Environmental Law; and (viii) there are no past, pending or threatened in writing Environmental Claims against the Company, any of its Subsidiaries or any obligation under any Environmental Laws or Health and Safety Law Real Property and, to the Company's knowledge, there are no facts that remains legally binding or is otherwise outstanding, except as would not be, and would not are reasonably be expected to be, individually or in form the aggregate, material to the Company and its subsidiaries, taken as a wholebasis of any such Environmental Claim. (hb) The Company and its subsidiaries For purposes of this Agreement, the following terms have made available to Parent copies of all material environmental assessments, investigations, audits, studies, reports and analyses relating to the Real Property or formerly owned, leased or operated real property, and all material documents and correspondence in each case related to any current or outstanding material liabilities under Environmental Laws or Health and Safety Laws to the extent such documentation is in the Company’s or any subsidiaries’ possession, custody or control. (i) The representations and warranties in this Section 4.21 are the sole and exclusive representations and warranties of the Company with respect to environmental matters, including matters relating to Environmental Laws, Health and Safety Laws or Hazardous Substances.meanings set forth below:

Environmental Health and Safety. (a) The Except as set forth in Section 3.18 of the Disclosure Schedule or except as would not have a Material Adverse Effect: (i) the Company and its subsidiaries areSubsidiaries currently hold all the environmental and health and safety permits, licenses and have been since January 1approvals of Governmental Authorities and agencies necessary for the current use, 2012, occupancy or operation of the Business and required by any Environmental Law ("Environmental Permits") and are in material --------------------- compliance with all such Environmental Permits; (ii) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws and Health and Safety Laws. ; (biii) Since January 1, 2012, neither the Company and nor any of its subsidiaries have obtainedSubsidiaries is currently in receipt of any written claim, maintained and aredemand, and have beennotice or complaint alleging violation of, operating or liability under, any Environmental Laws; (iv) except as permitted by or as would not result in material compliance with all any liability under applicable Environmental Permits required for the operation Laws, there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being treated, stored or disposed on any of the business of the Company and its subsidiaries. Section 4.21(b) of the Company Disclosure Letter contains a list of all material Environmental Permits held by the Company Owned Real Property or its subsidiaries. (c) The Company and its subsidiaries have taken all material actions that are required to provide each and every employee with a safe and healthy workplace as required by any applicable Health and Safety Law. (d) The Company and its subsidiaries are not subject to any pending Leased Real Property or, with respect to the Knowledge period of the Company, threatened, Environmental Claim, which could reasonably be expected to result in the Company 's or any of its subsidiaries incurring material liabilities under Environmental Laws Subsidiaries' ownership, tenancy or Health and Safety Laws. (e) There has been no release operation of Hazardous Substances by the Company or any of its subsidiaries or, to the Knowledge of the Company, any other Person at the Real Property or, to the Knowledge of the Company, at any formerly owned, leased or operated real such property, in each case that requires investigation, assessment, cleanup, remediation or other corrective action and that could reasonably be expected to result in the Company or on any of its subsidiaries incurring material liabilities under Environmental Laws. (f) To the Knowledge of the Company, there are no facts, circumstances or conditions that exist with respect to the Company or any of its subsidiaries, the Real Property or any real property formerly owned, leased or operated by the Company or any of its subsidiaries Subsidiaries; (v) there is no asbestos or asbestos-containing material on any of the Owned Real Property or Leased Real Property, except to the extent not prohibited by, or as would not result in any liability under, applicable Environmental Laws; (vi) neither the Company nor any of its Subsidiaries has released, discharged or disposed of Hazardous Materials on any of the Owned Real Property or Leased Real Property or on any real property to which formerly owned, leased or operated by the Company or any of its subsidiaries arranged for the disposal or treatment of Hazardous Substances that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety Laws. Subsidiaries; (gvii) Neither neither the Company nor any of its subsidiaries have provided an indemnification Subsidiaries is undertaking any investigation or agreement assessment or remedial or response action relating to indemnify any person for release, discharge or disposal of or contamination with Hazardous Materials at any conditions site, location or claims involving operation, either voluntarily or pursuant to the release or existence order of any current contamination Governmental Authority or the requirements of any Environmental Law; and (viii) there are no past, pending or threatened in writing Environmental Claims against the Company, any of its Subsidiaries or any obligation under any Environmental Laws or Health and Safety Law Real Property and, to the Company's knowledge, there are no facts that remains legally binding or is otherwise outstanding, except as would not be, and would not are reasonably be expected to be, individually or in form the aggregate, material to the Company and its subsidiaries, taken as a wholebasis of any such Environmental Claim. (hb) The Company and its subsidiaries For purposes of this Agreement, the following terms have made available to Parent copies of all material environmental assessments, investigations, audits, studies, reports and analyses relating to the Real Property or formerly owned, leased or operated real property, and all material documents and correspondence in each case related to any current or outstanding material liabilities under Environmental Laws or Health and Safety Laws to the extent such documentation is in the Company’s or any subsidiaries’ possession, custody or control. (i) The representations and warranties in this Section 4.21 are the sole and exclusive representations and warranties of the Company with respect to environmental matters, including matters relating to Environmental Laws, Health and Safety Laws or Hazardous Substances.meanings set forth below:

Environmental Health and Safety. (a) The Company and its subsidiaries areSubsidiaries are in compliance in all material respects, and have been since January 1, 2012, in material compliance with all applicable Environmental Laws and Health and Safety Lawsapplicable to the Business. Neither the Company nor any of its Subsidiaries has received any written notice or report regarding any required Remediation arising under Environmental Laws relating to the Business. (b) Since January 1, 2012, There are no underground storage tanks on the Company and its subsidiaries have obtained, maintained and are, and have been, operating in material compliance with all Environmental Permits required for the operation of the business of the Company and its subsidiaries. Section 4.21(b) of the Company Disclosure Letter contains a list of all material Environmental Permits held by the Company or its subsidiariesReal Estate. (c) The Neither the Company and nor any of its subsidiaries Subsidiaries, nor any predecessor or prior owner or operator of any facility of the Company has made or permitted any Environmental Releases on the Company Real Estate nor have taken all material actions any other Environmental Releases occurred on or affected the Company Real Estate that are required to provide each and every employee with a safe and healthy workplace as required by (i) violates any applicable Health and Safety LawEnvironmental Laws; or (ii) requires Remediation. (d) The Neither the Company and its subsidiaries are not subject to nor any pending orSubsidiary, to the Knowledge nor any predecessor or prior owner or operator of any facility of the CompanyCompany has, threatenedat any location, Environmental Claim, which could reasonably be expected disposed of or arranged for the disposal of any Hazardous Substances in violation of any Laws or under circumstances that require Remediation or are likely to result in lead to litigation against the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety LawsSubsidiaries. (e) There has been no release of Hazardous Substances by The Company and its Subsidiaries are in material compliance with all Health and Safety Requirements applicable to the Business. Neither the Company or nor any of its subsidiaries or, Subsidiaries has received any notice or report regarding any actual or alleged non-compliance with any Health and Safety Requirement. (f) The Company has made available to the Knowledge Purchaser complete copies of all written environmental assessments, compliance assessments, environmental site assessments, reports of environmental sampling and testing, reviews, audits and reports relating to compliance with Environmental Laws concerning the Business in the possession, custody or control of the Company, any other Person at the Real Property or, to the Knowledge of the Company, at any formerly owned, leased or operated real property, in each case that requires investigation, assessment, cleanup, remediation or other corrective action and that could reasonably be expected to result in the Company its Subsidiaries or any of its subsidiaries incurring material liabilities under Environmental Laws. (f) To the Knowledge of the Company, there are no facts, circumstances or conditions that exist with respect to the Company or any of its subsidiaries, the Real Property or any property formerly owned, leased or operated by the Company or any of its subsidiaries or any property to which the Company or any of its subsidiaries arranged for the disposal or treatment of Hazardous Substances that could reasonably be expected to result in the Company or any of its subsidiaries incurring material liabilities under Environmental Laws or Health and Safety LawsSellers. (g) Neither the Company nor any of its subsidiaries have provided an indemnification Subsidiaries has received from any Person or agreement to indemnify Governmental Authority any person for any conditions or claims involving the release or existence written notice of alleged violation of any current contamination or any obligation under any Environmental Laws or Health and Safety Law that remains legally binding or is otherwise outstanding, except as would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its subsidiaries, taken as a wholeLaws. (h) The With respect to each operating facility of Company and its subsidiaries have made available to Parent copies of Subsidiaries, all material environmental assessments, investigations, audits, studies, reports and analyses relating to the Real Property or formerly owned, leased or operated real property, and all material documents and correspondence in each case related to any current or outstanding material liabilities Permits required under Environmental Laws have been issued and are in full force and effect. With respect to any pending application for issuance or Health renewal of any Permit under any Environmental Law, the Company and Safety Laws its Subsidiaries have received no notification from the issuing authority that renewal or issuance of the Permit is not likely to the extent such documentation is in the Company’s or any subsidiaries’ possession, custody or controloccur. (i) The representations and warranties in this Section 4.21 are the sole and exclusive representations and warranties of Neither the Company with respect nor any of its Subsidiaries has received any notification by any Governmental Authority or other Person of an intent to environmental matters, including matters relating to initiate litigation under any Environmental Laws, Health and Safety Laws or Hazardous Substances.Law