REQUIRED
TO CONTRIBUTE TO, AN "EMPLOYEE PENSION BENEFIT PLAN" WITHIN THE MEANING OF
SECTION 3(2) OF ERISA THAT IS SUBJECT TO TITLE IV OF ERISA, OR A "MULTIPLE
EMPLOYER PLAN" (WITHIN THE MEANING OF SECTION 413 OF THE CODE).
(E)
RESO (1) DOES NOT MAINTAIN OR CONTRIBUTE TO ANY
EMPLOYEE PLAN THAT PROVIDES, OR HAS ANY LIABILITY TO PROVIDE, LIFE INSURANCE,
MEDICAL, SEVERANCE OR OTHER EMPLOYEE WELFARE BENEFITS TO ANY EMPLOYEE UPON HIS
OR HER RETIREMENT OR TERMINATION OF EMPLOYMENT, EXCEPT AS MAY BE REQUIRED BY
SECTION 4980B OF THE CODE OR OTHERWISE AT THE EXPENSE OF THE EMPLOYEE, AND
(2) DOES NOT HAVE ANY OBLIGATION OR AGREEMENT (WHETHER IN ORAL OR WRITTEN FORM)
TO ANY EMPLOYEE (EITHER INDIVIDUALLY OR TO EMPLOYEES AS A GROUP) THAT SUCH
EMPLOYEE(S) WOULD BE PROVIDED WITH LIFE INSURANCE, MEDICAL, SEVERANCE OR OTHER
EMPLOYEE WELFARE BENEFITS UPON THEIR RETIREMENT OR TERMINATION OF EMPLOYMENT,
EXCEPT TO THE EXTENT REQUIRED BY SECTION 4980B OF THE CODE OR OTHERWISE AT THE
EXPENSE OF THE EMPLOYEE.
(F)
THE EXECUTION OF, AND PERFORMANCE OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT CONSTITUTE AN EVENT
UNDER ANY EMPLOYEE PLAN OR EMPLOYEE AGREEMENT THAT WILL RESULT IN ANY PAYMENT
(WHETHER OF SEVERANCE PAY OR OTHERWISE), ACCELERATION, FORGIVENESS OF
INDEBTEDNESS, VESTING, DISTRIBUTION, INCREASE IN BENEFITS OR OBLIGATION TO FUND
BENEFITS WITH RESPECT TO ANY EMPLOYEE.
(G)
NO EMPLOYEE PLAN OR EMPLOYEE AGREEMENT IS FUNDED BY
A TRUST DESCRIBED IN SECTION 501(C)(9) OF THE CODE.
(H)
RESO IS NOT (1) A MEMBER OF A "CONTROLLED GROUP OF
CORPORATIONS," OR AN "AFFILIATED SERVICE GROUP" WITHIN THE MEANINGS OF SECTIONS
414(B) OR (M) OF THE CODE, (2) REQUIRED TO BE AGGREGATED WITH ANY PERSON UNDER
SECTION 414(O) OF THE CODE, OR (3) UNDER "COMMON CONTROL," WITH ANY PERSON
WITHIN THE MEANING OF SECTION 4001(A)(14) OF ERISA OR SECTION 414(C) OF THE
CODE.
(I)
RESO HAS COMPLIED IN ALL MATERIAL RESPECTS WITH
THE REQUIREMENTS OF THE HIPAA MEDICAL PRIVACY REGULATIONS WITH RESPECT TO EACH
EMPLOYEE PLAN THAT IS SUBJECT TO SUCH REQUIREMENTS AND WITH RESPECT TO RESO'S
STATUS AS A "COVERED ENTITY" AS DEFINED THEREIN.
4.18
Environmental and Health/Safety Matters.
(A)
TO THE KNOWLEDGE OF RESO, IT IS AND HAS AT ALL
TIMES BEEN IN MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS APPLICABLE TO ASSETS
USED IN THE BUSINESS ("BUSINESS
20
Assets"), and the Business and RESO is not currently liable for any penalties,
fines or forfeitures for failure to comply with Environmental Laws.
(B)
RESO HAS OBTAINED, OR CAUSED TO BE OBTAINED (EXCEPT
WHERE SUCH FAILURE TO OBTAIN, OR FAILURE TO CAUSE TO BE OBTAINED, HAS NOT
RESULTED IN A MATERIAL ADVERSE EFFECT), AND, TO THE KNOWLEDGE OF RESO, IS IN
MATERIAL COMPLIANCE WITH, ALL APPLICABLE AND MATERIAL PERMITS REQUIRED BY
ENVIRONMENTAL LAWS AND NECESSARY FOR THE OPERATION OF THE BUSINESS.
COPIES OF
SUCH PERMITS HAVE BEEN PROVIDED TO THK.
THERE ARE NO ADMINISTRATIVE OR JUDICIAL
INVESTIGATIONS, NOTICES, CLAIMS OR OTHER PROCEEDINGS PENDING OR, TO THE
KNOWLEDGE OF RESO, THREATENED BY ANY GOVERNMENTAL AUTHORITY OR