Dace and was transported from the Owned Real Property and with respect to which Buyer shall have given written notice to Seller on or prior to the fourth anniversary of the Closing Date specifying in reasonable detail the legal and factual basis of such claim (it being understood and agreed that a notice identifying the disposal of Hazardous Substances by the Business in specified sites without specific written evidence that any Government Authority or third party is seeking to impose liability on Buyer with respect to disposals on such specified sites shall not be sufficient notice for purposes of this clause (iii)) in which case Seller's obligations hereunder shall continue until such claim is finally resolved; provided. however, that upon the occurrence of a Whitman Event, all lia bilities and obligations described in clause (i) above (other than Retained Liabilities referred to in Sections 2.4(a), (d) or (h) which shall continue to be Retained Liabilities) shall cease to be Retained Off-Site Environmental Liabilities and shall become Assumed Liabilities for all purposes under this Agreement. 7.9(c).

BUILDING SERVICE INDUSTRIAL SALES CO., INC.

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, NWL Control Systems Division, Abex NWL 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.

under this Agreement, or by Abex in respect of its obligations under the Mutual Guaranty Agreement with respect to such indem nification obligations of Seller under this Agreement, in either case, whether voluntarily or pursuant to an arbitration award, and (z) within 90 days from the date of such payment, the party that made such direct payment to Buyer shall have bankruptcy, insolvency, bankruptcy reorganization or a similar case or proceeding commenced by it or against it.

the extent arbitration proceedings pursuant to Section 13.2(c) of this Agreement or Section 6 of the Mutual Guaranty Agreement shall have been conducted against Buyer (or, at Buyer's elec tion, by Buyer) which result in an award that is inconsistent with such amounts drawn down with respect to a claim made pur suant to Section 5.20(c)(iv); and provided, further, that Buyer shall not be obligated to pay to Seller any amounts it has drawn down under the Letter of Credit or the Supplemental Letter of Credit pursuant to Section 5.20(c)(v), (vi), (vii) or (viii) to the extent the events described in Section 5.20(c) (iv) (x), (y) and (z) have occurred with respect to a claim, unless and to the extent arbitration proceedings pur suant to Section 13.2(c) of this Agreement or Section 6 of the Mutual Guaranty Agreement shall have been conducted against Buyer (or, at Buyer's election, by Buyer) which result in an award that is inconsistent with such claim.

for benefits), and no such investigations, examinations, pro ceedings, actions or claims are threatened.

for such year, and (iv) Seller and Buyer will work in good faith to adopt similar procedures under applicable state or local laws.

other party from any liability or obligation hereunder unless (and then solely to the extent) the other party is thereby damaged.

SHIPPING t a.* DATE-- ;,/***4 THANK YOU FOR C JR NO.

/* BUILDING SEBVIGi; INDUSTRIAL SALES CO

/(O fj 2^ BSIS-Roberson00395

WILDING SERVICE INDUSTRIAL SALES CO.

SHIPPING date VJ/o/z^ THANK YOU FOR ORDER NO BLDG.

Product 3-1-72 : Fibergias Economy Form Board I x 32 x 48 L&S l^SUL^ON COMPANY Warehouse Shipments 4;-.

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