(6) IF THE EMPLOYEE PLAN
IS FUNDED, THE MOST RECENT ANNUAL AND PERIODIC ACCOUNTING OF EMPLOYEE PLAN
ASSETS, AND (7) THE MOST RECENT SUMMARY PLAN DESCRIPTION TOGETHER WITH THE MOST
RECENT SUMMARY OF MATERIAL MODIFICATIONS, IF ANY, REQUIRED UNDER ERISA WITH
RESPECT TO EACH EMPLOYEE PLAN.
(C)
EXCEPT TO THE EXTENT ANY ACTION, OR FAILURE TO TAKE
ANY ACTION, DOES NOT HAVE A MATERIAL ADVERSE EFFECT ON RESO, (1) RESO HAS
PERFORMED IN ALL MATERIAL RESPECTS ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY
IT UNDER EACH EMPLOYEE PLAN AND EMPLOYEE AGREEMENT AND IS NOT IN DEFAULT UNDER
OR IN VIOLATION OF ANY EMPLOYEE PLAN OR EMPLOYEE AGREEMENT, (2) EACH EMPLOYEE
PLAN HAS BEEN ESTABLISHED AND MAINTAINED IN ALL MATERIAL RESPECTS IN ACCORDANCE
WITH ITS TERMS AND IN COMPLIANCE WITH ALL REQUIREMENTS OF LAWS, (3) EACH
EMPLOYEE PLAN INTENDED TO QUALIFY UNDER SECTION 401 OF THE CODE IS SO QUALIFIED
AND A DETERMINATION LETTER HAS BEEN ISSUED BY THE IRS TO THE EFFECT THAT EACH
EMPLOYEE PLAN IS SO QUALIFIED AND THAT EACH TRUST FORMING A PART OF ANY EMPLOYEE
PLAN IS EXEMPT FROM TAX PURSUANT TO SECTION 501(A) OF THE CODE AND, TO THE
KNOWLEDGE OF RESO, NO CIRCUMSTANCES EXIST WHICH COULD REASONABLY BE EXPECTED TO
ADVERSELY AFFECT THIS QUALIFICATION OR EXEMPTION, (4) NO "PROHIBITED
TRANSACTION," WITHIN THE MEANING OF SECTION 4975 OF THE CODE OR SECTION 406 OF
ERISA, HAS OCCURRED WITH RESPECT TO ANY EMPLOYEE PLAN, (5) THERE ARE NO ACTIONS,
PROCEEDINGS, ARBITRATIONS, SUITS OR CLAIMS PENDING OR, TO THE KNOWLEDGE OF RESO,
THREATENED OR ANTICIPATED (OTHER THAN ROUTINE CLAIMS FOR BENEFITS), WITH RESPECT
TO ANY EMPLOYEE PLAN OR EMPLOYEE AGREEMENT, (6) NO EVENT OR TRANSACTION HAS
OCCURRED WITH RESPECT TO ANY EMPLOYEE PLAN THAT WOULD RESULT IN THE IMPOSITION
OF ANY TAX UNDER CHAPTER 43 OF SUBTITLE D OF THE CODE, (7) NO EMPLOYEE PLAN IS
UNDER AUDIT OR INVESTIGATION BY THE IRS, THE DEPARTMENT OF LABOR OR OTHER
GOVERNMENTAL AUTHORITY AND, TO THE KNOWLEDGE OF RESO, NO AUDIT OR INVESTIGATION
IS PENDING OR THREATENED, (8) NO LIABILITY UNDER ANY EMPLOYEE PLAN HAS BEEN
FUNDED OR HAS ANY OBLIGATION BEEN SATISFIED WITH THE PURCHASE OF A CONTRACT FROM
AN INSURANCE COMPANY AS TO WHICH RESO HAS RECEIVED NOTICE THAT SUCH
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INSURANCE COMPANY IS INSOLVENT OR IS IN REHABILITATION OR ANY SIMILAR
PROCEEDING, (9) RESO HAS TIMELY DEPOSITED AND TRANSMITTED, OR ACCRUED, ALL
AMOUNTS WITHHELD FROM EMPLOYEES FOR CONTRIBUTIONS OR PREMIUM PAYMENTS FOR EACH
EMPLOYEE PLAN INTO THE APPROPRIATE TRUSTS OR ACCOUNTS, AND (10) EACH EMPLOYEE
PLAN THAT ALLOWS LOANS TO PLAN PARTICIPANTS HAS BEEN OPERATED IN ALL MATERIAL
RESPECTS IN ACCORDANCE WITH THE PLAN'S WRITTEN LOAN POLICY; IN ADDITION, ALL
OUTSTANDING LOANS FROM ALL EMPLOYEE PLANS ARE CURRENT AS OF THE CLOSING DATE,
AND THERE ARE NO LOANS IN DEFAULT.
(D)
RESO IS NOT THE SPONSOR, AND DOES NOT MAINTAIN,
CONTRIBUTE TO, OR HAVE ANY LIABILITY IN RESPECT OF, AND HAS NEVER SPONSORED,
MAINTAINED, CONTRIBUTED TO, OR HAD ANY LIABILITY IN RESPECT OF, OR BEEN