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<br />(g) At an time during the two years preceding the date hereof has them been pending my request for a
<br />ruling or determination between the Company or my Subsidiary and my Taxing Authority in respect of any
<br />Tax, act operating loss, net capital Ions, investment its credit, foreign tax credit, charitable deduction,
<br />depreciation, or amortization deduction or other tax deduction in credit.
<br />(h) Neither the Company am my of its Subsidiaries has my contractual obligations under my tux sharing
<br />agreement or similar agreement or tax iodemaity agreement with my Person which is tax a member of the
<br />affiliated group of corporations of which the Company is the common parent; and
<br />(i) Section 5.15(1) of the Company Disclosure Schedule contains a list of all jurisdictions (whether foreign
<br />or domestic) in which the Company or my of its Subsidiaries currently film Tax Returns.
<br />0) '"fax" mums (i) my roc, governmental fee or other like assessment or charge of my kind whatsoever
<br />(including, but not limited to. withholding on amines paid to or by my Penn), together with my interest
<br />penalty, addition to to or additional amount imposed by any governmental andhmity (a "Lasing Authority ")
<br />responsible for the imposition of my such tax (domestic or foreign), and my liability for my of the foregoing
<br />U transferee, (u) in the case of the Company or any of its Subsidiaries, liability for the payment of my amount
<br />of the type described in clmae (i) as a result of being or having been before the Closing Date a member of an
<br />affiliated, croowlidaird, combined or county, group, or a party to my agreement or arrangement in a result of
<br />which liability of the Company or my of in Subsidiaries to a Taxing Authority is determined or taken into
<br />account with reference to the activities of my other Person, and (iii) Liability of the Company or my of its
<br />Subsidiaries for the payment of my amoum as a result of being party to my Tar Sharing Agreement or with
<br />respect to the payment of my amount imposed on my person of the type described in (i) or (h) as a result of
<br />my existing express or implied agreement or arrangement (including. but not limited to, an indemnification
<br />agreement or arrangement). 'Thz Ream" shall mein my report, rerun, doament declaration or other
<br />information, in filing required to be supplied to my Taxing Authority with map= to Texas, including
<br />information moons. my documents with respect in ou accompanying payments of estimated Tuna, or with
<br />respect to or accompanying requests for the extension of time in which to file my such report, mum,
<br />document, declaration or other information
<br />SECrtoN 5.16. Engdoyee Benefit Pfmar. (a) Section 5.16 of the Company Disclosure Schedule counties a
<br />correct and complain list identifying each material "employee benefit plan", as defined in Section 3(3) of
<br />ERISA, each employment severance or similar contract plan, arrangement a policy and each other plan or
<br />arrangement (wittiest or aa) providing far compensation, bonuses, profit- sharing stock option or other stock
<br />missed rights or other forms of incentive or defined comp eenucia, vi atlon bm lots, insurance (including my
<br />self - insured smngemennt), health or medical benefits, employee assistance program, disability or sick leave
<br />benefits, workers' compensation. supplemental unemployment benefits, severance benefits and post-
<br />employment or retirement benefits (including compensation, pension. health. medical or life insurance benefits)
<br />which is maintained, administered or counbuted to by the Company or my ERISA Affiliate and covers my
<br />employee or fames employee of the Company or my of its Subsidiaries, or with respect to which the
<br />Company or my of its Subsidiaries has my liability. Copies of such plans (and if applicable, related trust or
<br />funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have
<br />been furnished to Pattat together with the most recent annual report (Form 5500 including, if applicable.
<br />Schedule B thereto) and tax retum (Form 990) prepared in correction with my such plan or treat. Such plain
<br />are referred to collectively herein as the "Employee Plans"
<br />(b) Neither the Company nor my EWA Affiliate nor my predecessor thereof spareness, continues or
<br />contributes to. or has in the put sponsored, maintained or contributed to, my Employee Plan subject to Title
<br />IV of ER1SA.
<br />(c) Neither the Company nee my EWA Affiliate nor my predecessor thereot' contributes m, or has in the
<br />past contributed to, my multiemployer plan, as defined in Section 3(37) of ERISA (a "Multiempioyer Plan:). .
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