Common use of ERISA; Benefit Plans Clause in Contracts

ERISA; Benefit Plans. (a) Schedule 5.17(a) lists each employee benefit plan (as such term is defined in section 3(3) of ERISA) and each other plan, program, or arrangement providing benefits to employees that is maintained by, contributed to, or required to be contributed to by Seller as of the date hereof on account of current Lake Tahoe Employees or persons who have retired or may retire from the Business (each, a “Benefit Plan”). Copies of such plans and all amendments thereto, together with the most recent annual report and actuarial report with respect thereto, if any, have been made available to Buyer. (b) Each Benefit Plan that is intended to be qualified under section 401(a) of the Code has received a determination from the Internal Revenue Service that such Benefit Plan is so qualified, and each trust that is intended to be exempt under section 501(a) of the Code has received a determination letter that such trust is so exempt. Nothing has occurred since the date of such determination that would materially adversely affect the qualified or exempt status of such Benefit Plan or trust, nor will the consummation of the transactions provided for by this Agreement have any such effect. Seller has made available to Buyer a copy of the most recent determination letter of the IRS with respect to each such Benefit Plan or trust. (c) Each Benefit Plan has been maintained, funded, and administered in material compliance with its terms, the terms of any applicable Collective Bargaining Agreements, and all applicable Laws, including ERISA and the Code. Except as set forth on Schedule 5.17(c), neither Seller nor any ERISA Affiliate has any obligation to contribute to or any other liability under or with respect to any multiemployer plan (as such term is defined in section 3(37) of ERISA). Except as set forth on Schedule 5.17(c), no liability under Title IV or section 302 of ERISA has been incurred by Seller or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Seller or any ERISA Affiliate of incurring any such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporation.

ERISA; Benefit Plans. MISSOURI GAS (a) Schedule 5.17(a5.12(a) lists each employee benefit plan (as such term is defined in section 3(3) of ERISA) and each other plan, program, or arrangement providing benefits to employees that is maintained by, contributed to, or required to be contributed to by Seller as of the date hereof on account of current Lake Tahoe Business Employees or persons who have retired or may retire from the Business (each, a “Benefit Plan”). Copies of such plans and all amendments thereto, together with the most recent annual report and actuarial report with respect thereto, if any, have been made available to Buyer. (b) Each Benefit Plan that is intended to be qualified under section 401(a) of the Code has received a determination from the Internal Revenue Service that such Benefit Plan is so qualified, and each trust that is intended to be exempt under section 501(a) of the Code has received a determination letter that such trust is so exempt. Nothing has occurred since the date of such determination that would materially adversely affect the qualified or exempt status of such Benefit Plan or trust, nor will the consummation of the transactions provided for by this Agreement have any such effect. Seller has made available to Buyer a copy of the most recent determination letter of the IRS with respect to each such Benefit Plan or trust. (c) Each Benefit Plan has been maintained, funded, and administered in material compliance with its terms, the terms of any applicable Collective Bargaining Agreements, and all applicable Laws, including ERISA and the Code. Except There is no “accumulated funding deficiency” within the meaning of section 412 of the Code with respect to any Benefit Plan which is an “employee pension benefit plan” as set forth defined in section 3(2) of ERISA. No reportable event (within the meaning of section 4043 of ERISA) and no event described in sections 4041, 4042, 4062 or 4063 of ERISA has occurred in connection with any Benefit Plan other than events which would not, individually or in the aggregate, have an adverse effect on Schedule 5.17(c), neither the Purchased Assets or Business. No proceeding has been initiated to terminate the Seller Pension Plan. Neither Seller nor any ERISA Affiliate has any obligation to contribute to or any other liability under or with respect to any multiemployer plan (as such term is defined in section 3(37) of ERISA). Except as set forth on Schedule 5.17(c), no No liability under Title IV or section 302 of ERISA has been incurred by Seller or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Seller or any ERISA Affiliate of incurring any such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporation. No Person has provided or is required to provide security to the Seller Pension Plan under section 401(a)(29) of the Code due to a plan amendment that results in an increase in current liability. (d) Except as set forth on Schedule 5.12(d), the administrator and the fiduciaries of each Benefit Plan have in all material respects complied with the applicable requirements of ERISA, the Code, and any other requirements of applicable Laws, including the fiduciary responsibilities imposed by Part 4 of Title I, Subtitle B of ERISA. Except as set forth on Schedule 5.12(d), there have been no non-exempt “prohibited transactions” as described in section 4975 of the Code or Title I, Part 4 of ERISA involving any Benefit Plan, and to Seller’s Knowledge there are no facts or circumstances which could give rise to any tax imposed by section 4975 of the Code with respect to any Benefit Plan. MISSOURI GAS (e) All contributions (including all employer matching and other contributions and all employee salary reduction contributions) for all periods ending prior to the Effective Time (including periods from the first day of the current plan year to the Effective Time) have been paid to the Benefit Plans within the time required by Law or will be paid to the Benefit Plans prior to or as of the Closing, notwithstanding any provision of any Benefit Plan to the contrary. All returns, reports, and disclosure statements required to be made under ERISA and the Code with respect to the Benefit Plans have been timely filed or delivered. No amount of income or any assets of any Benefit Plan, is subject to tax as unrelated business taxable income. (f) Each Benefit Plan that is a group health plan (within the meaning of section 5000(b)(1) of the Code) in all material respects complies with and has been maintained and operated in material compliance with each of the health care continuation requirements of section 4980B of the Code and Part 6 of Title I, Subtitle B of ERISA and the requirements of the Health Insurance Protection and Portability Act of 1996. (g) Schedule 5.12(g) sets forth the medical and life insurance benefits currently provided by Seller to any currently retired or former employees of the Business other than pursuant to Part 6 of Subtitle B of Title I of ERISA, section 4980B of the Code, or similar provisions of state law. (h) Except as provided in Section 7.9, no provision of any Benefit Plan would require the payment by Buyer of any money or other property, or the provision by Buyer of any other rights or benefits, to any employee or former employee of Seller as a result of the transactions contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of section 280G of the Code.

ERISA; Benefit Plans. (a) Schedule 5.17(a) lists each employee benefit plan (as such term is defined in section 3(33.7(a) of ERISA) the Disclosure Schedules contains a complete and accurate list of all Employee Benefit Plans of each other planSeller, program, or arrangement providing benefits to employees that is maintained by, contributed to, or required to be contributed to by Seller as of the date hereof on account of current Lake Tahoe Employees or persons who have retired or may retire from the Business (each, a “Benefit Plan”). Copies of such plans both active and all amendments thereto, together with the most recent annual report and actuarial report with respect thereto, if any, have been made available to Buyerterminated. (b) Each Employee Benefit Plan (and each related trust, insurance contract or fund) has been maintained, funded and administered in compliance in all material respects with the terms of such plan and the applicable requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Internal Revenue Code, as amended (the “Code”), and other applicable Laws. (c) All required reports and descriptions (including Form 5500 annual reports, summary annual reports and summary plan descriptions, as applicable) have been timely filed or distributed with respect to each Employee Benefit Plan in accordance with the requirements of the Code, ERISA and applicable Law. (d) With respect to each Employee Benefit Plan, all required or recommended (in accordance with past practices) contributions, and payments (including all employer contributions and employee salary reduction contributions) that are due have been paid and all contributions for any period ending on or before the Closing Date that are not yet due have been paid or have been accrued in accordance with the past custom and practice of Sellers. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each Employee Benefit Plan. (e) Each Employee Benefit Plan that is intended to be meet the requirements of a “qualified plan” under section Code § 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that such Employee Benefit Plan is so qualified, and each trust that is intended to be exempt under section 501(a) of the Code has received a determination letter that such trust is so exempt. Nothing nothing has occurred since the date of such determination that would materially could adversely affect the qualified or exempt status qualification of such Employee Benefit Plan or trust, nor will the consummation Plan. (f) Sellers has delivered to Acquirors correct and complete copies of the transactions provided for by this Agreement have any such effect. Seller has made available to Buyer a copy of plan documents and summary plan descriptions, the most recent determination letter of received from the IRS Internal Revenue Service, the three (3) most recent Form 5500 annual reports as filed, and all related trust agreements, insurance contracts and other funding agreements that implement each Employee Benefit Plan. (g) No Seller nor any ERISA Affiliate (as defined in ERISA) maintains, sponsors, contributes to or has any Liability or potential Liability with respect to each such Benefit any employee benefit plan that is subject to ERISA §302 or Code §412 or any Multiemployer Plan (as defined in ERISA §3(37), or trustotherwise has any Liability or potential Liability under Title IV of ERISA. No Seller has any Liability or potential Liability under ERISA or the Code solely by reason of being treated as a single employer under Code §414 with any trade, business or entity other than Sellers. (ch) Each No Seller has any Liability or potential Liability with respect to any Employee Welfare Benefit Plan (as defined in ERISA §3(1)) providing medical, health or life insurance or other welfare-type benefits for any individual (other than in accordance with COBRA). Each Seller and each ERISA Affiliate are in compliance in all material respects with the requirements of COBRA. (i) There have been no Prohibited Transactions (as defined under ERISA § 406 and Code § 4975) with respect to any Employee Benefit Plan, and no Fiduciary (as defined in ERISA §3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Employee Benefit Plan. No action, suit, proceeding, hearing, audit or investigation with respect to the administration or the investment of the assets of any Employee Benefit Plan (other than routine claims for benefits) is pending or, to the Seller Group’s Knowledge, threatened. To the Seller Group’s Knowledge, there is no basis for any such action, suit, proceeding, hearing or investigation. (j) No Seller has ever been party to any arrangement that is or was a “nonqualified deferred compensation plan” within the meaning of Code § 409A. Any Employee Benefit Plan that is deemed to constitute a nonqualified deferred compensation plan subject to Code § 409A has been maintainedoperated between January 1, funded2005 and December 31, 2008 in good faith compliance with Code § 409A and the applicable notices and proposed regulations thereunder and since January 1, 2009 has been operated in accordance with, and administered is in material documentary compliance with its termswith, the terms of final regulations under Code § 409A. No Seller has any applicable Collective Bargaining Agreementsobligation to indemnify, hold harmless or gross-up any individual with respect to any penalty tax or interest under Code § 409A. (k) Schedule 3.7(k) lists all Persons who perform services for Sellers and all applicable Laws, including ERISA and the Code. are designated by Sellers as “independent contractors.” Except as set forth on Schedule 5.17(c3.7(k), neither all Persons classified by Sellers as independent contractors satisfy and have at all times satisfied the requirements of applicable law to be so classified, each Seller nor any ERISA Affiliate has fully and accurately reported their compensation on IRS Forms 1099 when required to do so, and no Seller has any obligation obligations to contribute to or any other liability under or provide benefits with respect to such persons under any multiemployer plan Employee Benefit Plan or otherwise. (l) Neither the execution and delivery of this Agreement or other related agreements, nor the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such as such term is defined termination of employment) (i) result in section 3(37any payment (including, without limitation, severance, unemployment compensation, -18- parachute or otherwise) of ERISA). Except as set forth on Schedule 5.17(c), no liability under Title IV or section 302 of ERISA has been incurred by Seller or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Seller or any ERISA Affiliate of incurring any such liability, other than liability for premiums becoming due to any current or former director, officer or employee of any Seller under any Employer Benefit Plan or otherwise; (ii) significantly increase any benefits otherwise payable under any Employer Benefit Plan; or (iii) result in any acceleration of the Pension Benefit Guaranty Corporationtime of payment or vesting of any benefits.

ERISA; Benefit Plans. (a) Schedule 5.17(a) lists each employee benefit plan (as such term is defined in section 3(3Section 5.10(a) of ERISA) and the Seller Disclosure Schedules contains a list of each other plan, program, or arrangement providing benefits to employees that is maintained by, contributed to, or required to be contributed to by Seller as of the date hereof on account of current Lake Tahoe Employees or persons who have retired or may retire from the Business (each, a “material Benefit Plan”). Copies of such plans and all amendments thereto, together with the most recent annual report and actuarial report with respect thereto, if any, have been made available to Buyer. (b) Each With respect to the Benefit Plans (other than “multiemployer plans,” as defined in section 3(37) of ERISA), the Seller has delivered to the Buyer complete and accurate copies of the Benefit Plans and any amendments thereto, any related trust or other funding vehicle, any reports or summaries required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to the Benefit Plans intended to qualify under section 401 of the Code, and the most recent Form 5500 (with all attachments and schedules thereto) and actuarial valuation reports, if any. (c) To the Knowledge of the Seller, the Company Benefit Plans have been operated and administered in all respects in accordance with their terms and applicable Law, including ERISA and the Code, except where noncompliance would not, individually or in the aggregate, have a Material Adverse Effect. All contributions required to be made to or with respect to any Company Benefit Plan that is have been timely made or properly accrued. (d) Each Company Benefit Plan intended to be qualified under “qualified” within the meaning of section 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that such Benefit Plan it is so qualifiedqualified and, and each trust that is intended to be exempt under section 501(a) the Knowledge of the Code has received a determination letter that such trust is so exempt. Nothing Seller, nothing has occurred since the date of such determination letter that would materially adversely affect could reasonably be expected to result in the qualified or exempt status revocation of such Benefit Plan or trust, nor will the consummation of the transactions provided for by this Agreement have any such effect. Seller has made available to Buyer a copy of the most recent determination letter of the IRS with respect to each such Benefit Plan or trustletter. (ce) Each Benefit Plan has been maintained, funded, and administered in No material compliance with its terms, the terms of any applicable Collective Bargaining Agreements, and all applicable Laws, including ERISA and the Code. Except as set forth on Schedule 5.17(c), neither Seller nor any ERISA Affiliate has any obligation to contribute to or any other liability under or with respect to any multiemployer plan (as such term is defined in section 3(37) of ERISA). Except as set forth on Schedule 5.17(c), no liability under Title IV or section 302 of ERISA has been incurred by Seller the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Seller the Company or any ERISA Affiliate of incurring any such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporation. No Title IV Plan or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each such Benefit Plan ended prior to the Closing Date. There has been no “reportable event” (as such term is defined in Section 4043(c) of ERISA) other than reportable events for which notice is waived under applicable regulations other than a reportable event that could not reasonably be expected to result in a material liability of the Company. No Title IV Plan is a “multiemployer pension plan,” nor is any Title IV Plan a plan described in section 4063(a) of ERISA. (f) There are no pending or, to the Knowledge of the Seller, threatened or anticipated claims by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any such Company Benefit Plan, or otherwise involving any such Company Benefit Plan (other than routine claims for benefits), that would result in a material liability of the Company. (g) Each Company Benefit Plan may be amended or terminated at any time without liability (other than for claims incurred to the date of termination and for benefits accrued to the date of termination under any pension plan), subject to applicable collective bargaining law. (h) Neither the Seller, the Company, any Benefit Plan nor any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) have engaged in any transactions with respect to any Benefit Plan that could subject the Company to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA.

ERISA; Benefit Plans. (a) Schedule 5.17(a) 5.11 lists each employee benefit plan (as such term is defined in section 3(3) of ERISA) and each other material employee benefit plan, program, program or arrangement providing benefits to employees that is maintained bymaintained, contributed to, or required to be contributed to to, by the Seller as of the date hereof on account of current Lake Tahoe Employees or persons who have retired or may retire from former employees of the Business (each, a “"Benefit Plan”"). Copies of such plans and all amendments thereto, together with the most recent annual report and actuarial report with respect thereto, if any, have been made available to Buyer. (b) Each Benefit Plan that is intended to be qualified under section 401(a) of the Code has received a determination from the Internal Revenue Service that such Benefit Plan is so qualified, and each trust that is intended to be exempt under section 501(a) of the Code has received a determination letter that such trust is so exempt. Nothing nothing has occurred since the date of such determination that would materially adversely affect the qualified or exempt status of such Benefit Plan or trust, nor will the consummation of the transactions provided for by this Agreement have any such effect. Seller has made available to Buyer a copy of the most recent determination letter of the IRS with respect to each such Benefit Plan or trustPlan. (c) Each Benefit Plan has been maintained, funded, and administered in material compliance with its terms, the terms of any applicable Collective Bargaining Agreementscollective bargaining agreements, and all applicable Lawslaws including, including but not limited to, ERISA and the Code. Except There is no "accumulated funding deficiency" within the meaning of section 412 of the Code with respect to any Benefit Plan which is an "employee pension benefit plan" as set forth on Schedule 5.17(c), neither defined in section 3(2) of ERISA. Seller nor any ERISA Affiliate has any no obligation to contribute to or any other liability under or with respect to any multiemployer plan (as such term is defined in section 3(37) of ERISA)) with respect to any employee of the Business. Neither Seller nor any ERISA Affiliate has any liability or potential liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that could become a liability of the Buyer. (d) Except as set forth on Schedule 5.17(c)5.11, Seller has no liability under obligation to provide medical or life insurance benefits to any current or future retired or former employee of the Business other than pursuant to Part 6 of Subtitle B of Title IV or section 302 I of ERISA has been incurred by ERISA. (e) Neither Seller or nor any ERISA Affiliate that has maintains a plan which would be reasonably likely to result in the payment to any employee or former employee of Seller by Buyer of any money or other property or rights or accelerate or provide any other rights or benefits to any employee or former employee of the Company as a result of the transactions contemplated by this Agreement, whether or not been satisfied in full, and no condition exists that presents such payment would constitute a material risk to Seller or any ERISA Affiliate parachute payment within the meaning of incurring any such liability, other than liability for premiums due to Section 280G of the Pension Benefit Guaranty CorporationCode.

ERISA; Benefit Plans. (a) Schedule 5.17(a5.12(a) lists each employee benefit plan (as such term is defined in section 3(3) of ERISA) and each other plan, program, or arrangement providing benefits to employees that is maintained by, contributed to, or required to be contributed to by Seller (or any ERISA Affiliate of Seller) as of the date hereof on account of current Lake Tahoe Employees or former Business Employees, including persons who have retired or may retire from the Business (each, a “Benefit Plan”). Copies of such plans and all amendments thereto, STLD01-1185616-10 MICHIGAN GAS together with the most recent annual report and actuarial report with respect thereto, if any, have been made available to Buyer. (b) Each Benefit Plan that is intended to be qualified under section 401(a) of the Code is qualified in all material respects and has received a determination from the Internal Revenue Service that such Benefit Plan is so qualified, and each trust that is intended to be exempt under section 501(a) of the Code has received a determination letter that such trust is so exempt. Seller has furnished to Buyer true and complete copies of all such determination letters. Nothing has occurred since the date of such determination that would materially adversely affect the qualified or exempt status of such Benefit Plan or trust, nor will the consummation of the transactions provided for by this Agreement have any such effect. Seller has made available to Buyer a copy of the most recent determination letter of the IRS with respect to each such Benefit Plan or trust. (c) Each Benefit Plan has been maintained, funded, and administered in material compliance with its terms, the terms of any applicable Collective Bargaining Agreements, and all applicable Laws, including ERISA and the Code. Except There is no “accumulated funding deficiency” within the meaning of section 412 of the Code with respect to any Benefit Plan which is an “employee pension benefit plan” as set forth defined in section 3(2) of ERISA. No reportable event (within the meaning of section 4043 of ERISA) has occurred or exists in connection with any Benefit Plan other than events which would not, individually or in the aggregate, have an adverse effect on Schedule 5.17(c)the Purchased Assets or Business. No event or liability or lien on assets described in sections 4041, neither 4042, 4062, 4063, 4064, 4068, or 4069 of ERISA has occurred or exists in connection with any Benefit Plan. Seller has accounted for the Seller Pension Plan in accordance with GAAP, and the contributions to the Seller Pension Plan have been made in accordance with applicable Law. No proceeding has been initiated to terminate the Seller Pension Plan, nor, to Seller’s Knowledge, has the Pension Benefit Guaranty Corporation threatened or otherwise expressed its intention to terminate the Seller Pension Plan. Neither Seller nor any ERISA Affiliate has any obligation to contribute to or any other liability under or with respect to any multiemployer plan (as such term is defined in section 3(37) of ERISA). Except as set forth on Schedule 5.17(c), no No liability under Title IV or section 302 of ERISA has been incurred by Seller or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Seller or any ERISA Affiliate of incurring any such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporation. No Person has provided or is required to provide security to the Seller Pension Plan under section 401(a)(29) of the Code due to a plan amendment that results in an increase in current liability. (d) Except as set forth on Schedule 5.12(d), the administrator and the fiduciaries of each Benefit Plan have in all material respects complied with the applicable requirements of ERISA, the Code, and any other requirements of applicable Laws, including the fiduciary responsibilities imposed by Part 4 of Title I, Subtitle B of ERISA. Except as set forth on Schedule 5.12(d), there have been no non-exempt “prohibited transactions” as described in section 4975 of the Code or Title I, Part 4 of ERISA involving any Benefit Plan, and to Seller’s Knowledge there are no facts or circumstances which could give rise to any tax or penalty imposed by section 4975 of the Code or section 502 of ERISA with respect to any Benefit Plan. STLD01-1185616-10 MICHIGAN GAS (e) All contributions (including all employer matching and other contributions and all employee salary reduction contributions) for all periods ending prior to the Effective Time (including periods from the first day of the current plan year to the Effective Time) have been paid to the Benefit Plans within the time required by Law or will be paid to the Benefit Plans prior to or as of the Closing, notwithstanding any provision of any Benefit Plan to the contrary. All returns, reports, and disclosure statements required to be made under ERISA and the Code with respect to the Benefit Plans have been timely filed or delivered. No amount of income or any assets of Seller’s VEBAs is subject to tax as a result of the failure to satisfy the applicable requirements for exemption or as unrelated business taxable income. (f) Each Benefit Plan that is a group health plan (within the meaning of Code section 5000(b)(1)) in all material respects complies with and has been maintained and operated in material compliance with each of the health care continuation requirements of section 4980B of the Code and Part 6 of Title I, Subtitle B of ERISA (or the applicable requirements of state insurance continuation law) and the requirements of the Health Insurance Portability and Accountability Act of 1996. (g) Schedule 5.12(g) sets forth the medical and life insurance benefits currently provided by Seller to any currently retired or former employees of the Business other than pursuant to Part 6 of Subtitle B of Title I of ERISA, section 4980B of the Code, or similar provisions of state law. Except for (i) any obligation to provide medical and/or life insurance benefits under and for the duration of any applicable Collective Bargaining Agreement or any prior collective bargaining agreement to which Seller or any of Seller’s predecessors was a party with respect to the Business, (ii) retiree group codes RAYBZC1, RAYBZC2, and RABABB, or (iii) any obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable Law, Seller may amend, modify, or terminate post-retirement and post-employment medical and life benefits or coverage, or adjust retirement premiums or cost-sharing provisions, at any time without further liability. (h) Except as provided in Section 7.9, no provision of any Benefit Plan would require the payment by Buyer of any money or other property, or the provision by Buyer of any other rights or benefits, to any employee or former employee of Seller as a result of the transactions contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of section 280G of the Code.

ERISA; Benefit Plans. (a) Schedule 5.17(a5.12(a) lists each employee benefit plan (as such term is defined in section 3(3) of ERISA) and each other plan, program, or arrangement providing benefits to employees that is maintained by, contributed to, or required to be contributed to by Seller as of the date hereof on account of current Lake Tahoe Business Employees or persons who have retired or may retire from the Business (each, a “Benefit Plan”). Copies of such plans and all amendments thereto, together with the most recent annual report and actuarial report with respect thereto, if any, have been made available to Buyer. (b) Each Benefit Plan that is intended to be qualified under section 401(a) of the Code has received a determination from the Internal Revenue Service that such Benefit Plan is so qualified, and each trust that is intended to be exempt under section 501(a) of the Code has received a determination letter that such trust is so exempt. Nothing has occurred since the date of such determination that would materially adversely affect the qualified or exempt status of such Benefit Plan or trust, nor will the consummation of the transactions provided for by this Agreement have any such effect. Seller has made available to Buyer a copy of the most recent determination letter of the IRS with respect to each such Benefit Plan or trust. (c) Each Benefit Plan has been maintained, funded, and administered in material compliance with its terms, the terms of any applicable Collective Bargaining Agreements, and all applicable Laws, including ERISA and the Code. Except There is no “accumulated funding deficiency” within the meaning of section 412 of the Code with respect to any Benefit Plan which is an “employee pension benefit plan” as set forth defined in section 3(2) of ERISA. No reportable event (within the meaning of section 4043 of ERISA) and no event described in sections 4041, 4042, 4062 or 4063 of ERISA has occurred in connection with any Benefit Plan other than events which would not, individually or in the aggregate, have an adverse effect on Schedule 5.17(c), neither the Purchased Assets or Business. No proceeding has been initiated to terminate the Seller Pension Plan. Neither Seller nor any ERISA Affiliate has any obligation to contribute to or any other liability under or with respect to any multiemployer plan (as such term is defined in section 3(37) of ERISA). Except as set forth on Schedule 5.17(c), no No liability under Title IV or section 302 of ERISA has been incurred by Seller or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Seller or any ERISA Affiliate of incurring any such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporation. No Person has provided or is required to provide security to the Seller Pension Plan under section 401(a)(29) of the Code due to a plan amendment that results in an increase in current liability. (d) Except as set forth on Schedule 5.12(d), the administrator and the fiduciaries of each Benefit Plan have in all material respects complied with the applicable requirements of ERISA, the Code, and any other requirements of applicable Laws, including the fiduciary responsibilities imposed by Part 4 of Title I, Subtitle B of ERISA. Except as set forth on Schedule 5.12(d), there have been no non-exempt “prohibited transactions” as described in section 4975 of the Code or Title I, Part 4 of ERISA involving any Benefit Plan, and to Seller’s Knowledge there are no facts or circumstances which could give rise to any tax imposed by section 4975 of the Code with respect to any Benefit Plan. (e) All contributions (including all employer matching and other contributions and all employee salary reduction contributions) for all periods ending prior to the Effective Time (including periods from the first day of the current plan year to the Effective Time) have been paid to the Benefit Plans within the time required by Law or will be paid to the Benefit Plans prior to or as of the Closing, notwithstanding any provision of any Benefit Plan to the contrary. All returns, reports, and disclosure statements required to be made under ERISA and the Code with respect to the Benefit Plans have been timely filed or delivered. No amount of income or any assets of any Benefit Plan, is subject to tax as unrelated business taxable income. (f) Each Benefit Plan that is a group health plan (within the meaning of section 5000(b)(1) of the Code) in all material respects complies with and has been maintained and operated in material compliance with each of the health care continuation requirements of section 4980B of the Code and Part 6 of Title I, Subtitle B of ERISA and the requirements of the Health Insurance Protection and Portability Act of 1996. (g) Schedule 5.12(g) sets forth the medical and life insurance benefits currently provided by Seller to any currently retired or former employees of the Business other than pursuant to Part 6 of Subtitle B of Title I of ERISA, section 4980B of the Code, or similar provisions of state law. (h) Except as provided in Section 7.9, no provision of any Benefit Plan would require the payment by Buyer of any money or other property, or the provision by Buyer of any other rights or benefits, to any employee or former employee of Seller as a result of the transactions contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of section 280G of the Code.

ERISA; Benefit Plans. (a) Schedule 5.17(a) lists 5.8(a)lists each employee benefit plan (as such term is defined in section Section 3(3) of ERISA) and each other plan, program, or arrangement providing compensation or benefits to current or former employees that (i) is maintained by, contributed to, or required to be contributed to by Seller as (or any ERISA Affiliate of the date hereof on account Seller) or with respect to which Seller (or any ERISA Affiliate of Seller) has any actual or contingent liability and (ii) covers any current Lake Tahoe Business Employees or persons who have retired or may retire from the Business and/or Designated Employees (each, a “Benefit Plan”). Copies of such plans and all amendments thereto, together with the most recent annual report and actuarial report with respect theretoamendments, if any, have been made available to Buyer. (b) Each Benefit Plan that is intended to be qualified under section Section 401(a) of the Code has received a determination from the Internal Revenue Service that such Benefit Plan is so qualified, and each trust that is intended to be exempt under section Section 501(a) of the Code has received a determination letter that such trust is so exempt. Nothing has occurred since the date of such most recent determination letter that would materially adversely affect the qualified or exempt status of such Benefit Plan or trust, nor will the consummation of the transactions provided for by this Agreement have any such effect. Seller has made available to Buyer a copy of the most recent determination letter of the IRS Each Benefit Plan with respect to each such which any assets or liabilities are transferred to Buyer (or any ERISA Affiliate of Buyer) or to any Benefit Plan maintained by Buyer (or trustany ERISA Affiliate of Buyer) has been administered and operated in all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of ERISA. (c) Each Benefit Plan that utilizes a funding vehicle described in Section 501(c)(9) of the Code has been maintained, funded, and administered in material compliance with its terms, received notification from the terms Internal Revenue Service that such funding vehicle qualifies for tax-exempt status under Section 501(c)(9) of any applicable Collective Bargaining Agreements, and all applicable Laws, including ERISA and the Code. Except as set forth on Schedule 5.17(c), neither Nothing has occurred since the date of such tax-exempt notification that would materially adversely affect the exempt status of such funding vehicle. (d) Seller has provided Buyer with copies of the annual report (Form 5500) and the actuarial reports for the most recent three plan years for which such reports are available with respect to any Benefit Plan that provides Post-Retirement Welfare Benefits to any Grandfathered Active Employee. (e) Neither Seller nor any ERISA Affiliate of Seller has any obligation contributed in the past five years to contribute to or any other liability under or a “multiemployer plan” within the meaning of Section 3(37) of ERISA. (f) There is no “accumulated funding deficiency” within the meaning of Section 412 of the Code with respect to any multiemployer plan Benefit Plan that is subject to Section 412 and all contributions, premium payments and other payments due from Seller to or under the Benefit Plans have been paid in a timely manner. (g) No event or liability or lien on assets as such term is defined described in section 3(37) of ERISA). Except as set forth on Schedule 5.17(c), no liability under Title IV or section 302 Section 4069 of ERISA has been incurred occurred or exists in connection with any Benefit Plan. (h) Except as provided in Section 7.9, the transactions contemplated by Seller this Agreement will not result in any increase in liability of Buyer with respect to any Benefit Plan (including under any employment, retention, severance, change in control or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Seller similar agreement or any ERISA Affiliate of incurring any such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporationplan).