Document Eqmb4zkzmXm8jMy0VqJ8Or5e4

Facility Site, aa to which the provisions of Article VIII shall apply) and Lindsay, Ontario; (e) all liabilities and obligations arising out of the Consulting Services Agreements dated as of September 15, 1983 for James Hurst and Arnold Salt; (f) other than the Guaranties, all liabilities and obligations of Seller or any Affiliate of Seller with respect to guaranties, letters of credit, letters of comfort, bid bonds and performance bonds, and all indemnification obligations of Seller under the agreements listed on Schedule 2.4(f) or any other agreements providing for the sale or spin-off of busi nesses previously conducted by Seller or its Affiliates; (g) all liabilities and obligations of Seller to Whitman under the Whitman Agreements; (h) all liabilities and obligations to the extent relating to or arising out of the operations or businesses of Seller, any Continuing Affiliate or any predecessor of any of the foregoing other than the Business (including all liabil ities and obligations relating to or arising out of the fol lowing divisions or companies: the railroad products division of a predecessor to seller and such division's predecessors (subject to Section 2.3(q)), Abex Aerospace Division, SinterMet division, Cleveland Pneumatic Company, HWL control Systems Division, Abex NHL Aerospace Division, Jetway Systems Division, Mead Fluid Dynamics, Remco Hydraulics, Defense Systems, Abex Industrial, S.A. de C.V., PAH Mexico, Inc., Abex Finanziaria S.r.l., Abex Rail S.A., Abex Industries, S.A., Ateliers et Founderies B. Pirst S.A. and Abex Equipments S.A.); (i) all liabilities and obligations under tax shar ing agreements; (j) any inter- or intra-company payables owed by the Division to Seller or any Continuing Affiliate; (X) until the occurrence of a Whitman Event, all Whitman Indemnifiable Retained Environmental Liabilities (ex cept to the extent such liabilities are also referred to in Sections 2.4(a), (d) or (b) which shall continue to be Retained Liabilities following the Whitman Event); (l) all Retained Asbestos Product Liabilities until, in the case of liabilities and obligations described in clauses (i) or (ii) of Retained Asbestos Product Liabilities, the oc currence of a Whitman Event; and (m) all Retained Off-Site Environmental Liabilities until, in the case of liabilities and obligations described in -22-