ANSWER: Abex objects to this interrogatory or. the grounds that it is burdensome, vague, ambiguous and overly broad as to scope in that the word "tests" is not limited to dealing with asbestos dust which might be released from Abex's products.

contract unit, by date, or in any other way that tne defendant as a practical matter in the ordinary course of defendant's nusiness actually breaks down and indexes the claims of tne kind specified for purposes of cefenaant's own internal filing and record keeping.

CLAYTON H.

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).

' ^ *H|pm FWcnON MATERIALS DIVISION TROY; NEW YORK - CLEVELAND, TENN. 5pLD to..'

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.

company frame - FfrtUMU AJitX lOHF \Lh Filing Dale /2/3I/I 996 SIGNATURE TITLE DATE Ronald 0 Perelman * Theo W Folz * Chairman of the Board of Directors Vice Chairman of the Board of Directors, and Chief Executive Officer March 31, 1997 March 31, 1997 Howard Gittis Director March 31, 1997 * The undersigned by signing his name hereto does hereby execute this Form 10-K pursuant to powers of attorney filed as exhibits to this Form 10-K.

Company Name PNEUMO ABEX CORE NEW Filing Date 12/31/1996 The Company shall be the sole owner of all the products and proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in ccrnection with and during the Term, free and clear of any claims by the Executive ior anyone claiming under the Executive) of any kind or character whatsoever (ether than the Executive's right to receive payments hereunder) The Executive shall, at tne request of the Company, execute such assignments, certificates or other instruments as the Company may from time to time deem necessary or aesxrable to evidence, estaolish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties 10 8 Indemnification The Company will indemnify the Executive, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by the Executive in connection with any action, suit or proceeding to which the Executive may be made a party by reason of the Executive being an officer, director or employee of the Company or of any subsidiary or affiliate of the Company. 9 Notices All notices, requests, consents and other communications required or permitted to be given hereunder shall be m writing and shall be deemed to have been duly given if delivered personally, sent by overnight courier or mailed first class, postage prepaid, by registered or certified mail (notices mailed shall be deemed to have been given on the date mailed), as follows (or to such other address as either party shall designate by notice in writing to the other m accordance herewith) If to the Company, to: Mafco Worldwide Corporation 5900 North Andrews Avenue Suite 700 Fort Lauderdale, FL 33309-2367 Attn: Chief Executive Officer If to the Executive, to.

MAFCO CONSOLIDATED GROUP INC (Form 10-K, Received. 03/28/1997 00:00 00) Page 2 of 116 contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference m Part III of this Form 10-K or any amendment to this Form 10-K. [ [root] ] The aggregate market value of the Common Stock held by non-affiliates of the registrant as of March 7, 1997 was $146,167,593 The number of shares of Common Stock outstanding as of March 7, 1997 were 23,237,340 PARTI ITEM 1.