Purchase Agreement

PURCHASE AGREEMENT

October 27, 2004

BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
UBS SECURITIES LLC
CIBC WORLD MARKETS CORP.
      As Initial Purchasers
c/o Banc of America Securities LLC
The Hearst Building
214 North Tryon Street, 17 ^th Floor
Charlotte, NC  28255

Ladies and Gentlemen:

Introductory.   National MENTOR, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000,000 aggregate principal amount of the Company’s 9-5/8% Senior Subordinated Notes due 2012 (the “Notes”).

The Notes will be issued pursuant to an indenture, to be dated as of November 4, 2004 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”).  Notes issued in book-entry form will be issued in the name of The Depository Trust Company (the “Depositary”) or its nominee pursuant to a blanket letter of representations, to be dated as of the Closing Date (as defined in Section 2), to be entered into in connection with the purchase and sale of the Securities (as defined below) (the “DTC Letter of Representations”), among the Company, the Guarantors, the Trustee and the Depositary.

The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally, by National MENTOR Holdings, Inc. (“Holdings”), the direct parent corporation of the Company, and each of the Company’s domestic subsidiaries (collectively, the “Subsidiary Guarantors” and together with Holdings, the “Guarantors”), pursuant to their guarantees set forth in the Indenture (the “Guarantees”).  The Notes and the Guarantees attached thereto are herein

collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.”

The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of November 4, 2004 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, substantially in the form of Exhibit A attached hereto.  Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective within the time period specified by the Registration Rights Agreement.

The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement.  The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom.  The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)).

The Company has prepared and delivered to the Initial Purchasers copies of a preliminary offering memorandum, dated October 14, 2004 (the “Preliminary Offering Memorandum”), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities.  As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the offering memorandum dated October 27, 2004, including amendments or supplements thereto, in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities.  Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as described in Section 3(g)) furnished by the Company prior to the completion of the distribution of the Securities.

The Company and the Guarantors hereby confirm their agreement with the Initial Purchasers as follows:

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Section 1.              Representations and Warranties.

Each of the Company and the Guarantors, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser as follows:

(a)           No Registration Required .  Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

(b)           No Integration of Offerings or General Solicitation .  None of the Company or the Guarantors has, directly or indirectly, solicited any offer to buy or offered to sell, and none of them will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act.  None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “affiliate”)) or any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged, and none of them will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.  With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged, and none of them will engage, in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company, the Guarantors and their affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has complied, and each of them will comply, with the offering restrictions set forth in Regulation S.

(c)           Eligibility for Resale Under Rule 144A.   The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) or quoted in a U.S. automated interdealer quotation system.

(d)           The Offering Memorandum .  The Offering Memorandum does not, and at the Closing Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in

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reliance upon and in conformity with information furnished to the Company or the Guarantors in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum.  Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4).  None of the Company or the Guarantors has distributed and none of them will distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum.

(e)           The Purchase Agreement .  This Agreement has been duly authorized, executed and delivered by, and assuming due authorization, execution and delivery thereof by the Initial Purchasers, is a valid and binding agreement of, the Company and the Guarantors, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(f)            The Registration Rights Agreement .  At the Closing Date, the Registration Rights Agreement will have been duly authorized, executed and delivered by, and assuming due authorization, execution and delivery thereof by the Initial Purchasers, will be a valid and binding agreement of, the Company and the Guarantors, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(g)           The DTC Letter of Representations .  At the Closing Date, the DTC Letter of Representations will have been duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, enforceable in accordance with its terms except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(h)           Authorization of the Securities and the Exchange Securities.   The Notes to be purchased by the Initial Purchasers from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and, when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with

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their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture.  The Guarantees of the Notes are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Guarantors and the Guarantees, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.  The Guarantees of the Exchange Notes have been duly and validly authorized for issuance pursuant to the Indenture and, when the Exchange Notes are issued and authenticated in accordance with the terms of the Indenture, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

(i)            Authorization of the Indenture.   The Indenture has been duly authorized by the Company and the Guarantors and, at the Closing Date, will have been duly executed and delivered by the Company and the Guarantors and, assuming the due authorization, execution and delivery thereof by the Trustee, will constitute a valid and binding agreement of the Company and the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(j)            Descriptions in the Offering Memorandum.   The Notes, the Guarantees of the Notes, the Indenture, the Registration Rights Agreement and the New Senior Credit Facility (as defined below) conform, or will conform, in all material respects to the respective statements relating thereto contained in the Offering Memorandum.  The Exchange Notes and the Guarantees of the Exchange Notes will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum and in the registration statement under the Securities Act relating to the Exchange Securities at the time such registration statement becomes effective.

(k)           No Material Adverse Change.   Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum:  (i) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and the Guarantors considered as one entity (any such change or development is called a “Material Adverse Change”); (ii) the Company and the Guarantors considered as one entity have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into

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any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or any Guarantor on any class of capital stock (except for dividends paid to any Guarantor or the Company) or repurchase or redemption by the Company or any Guarantor of any class of capital stock.

(l)            Independent Accountants.   Ernst & Young LLP (the “Independent Accountants”), who have expressed their opinions with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) included in the Offering Memorandum are independent public or certified public accountants with respect to Holdings within the meaning of Regulation S-X under the Exchange Act.  As of the date hereof and as of the Closing Date, the independence of such accountants has not been impaired and any non-audit services provided by such accountants have been approved by Holdings’ audit committee.

(m)          Preparation of the Financial Statements.   The consolidated financial statements of Holdings, together with the related notes, included in the Offering Memorandum present fairly, in all material respects, the consolidated financial position of Holdings and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified.  The financial statements of Holdings included in the Offering Memorandum comply as to form, in all material respects, with the applicable requirements of the Securities Act, other than with respect to the omission of operating segments disclosures.  Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.  The historical financial data with respect to Holdings and its subsidiaries set forth in the Offering Memorandum under the captions “Offering Memorandum Summary—Summary Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum.  The unaudited pro forma financial data of Holdings and its subsidiaries, and the related notes thereto, included in the Offering Memorandum present fairly, in all material respects, the information contained therein, and with the exception of Adjusted pro forma EBITDA, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

(n)           Incorporation and Good Standing of the Company and the Guarantors.   Each of the Company and the Guarantors has been duly organized and validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization (except, as to good standing, for Unlimited Quest, Inc. and REM Arizona Rehabilitation, Inc.) and has the power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and/or perform its obligations, as the case may be, under this Agreement to the extent it is a party thereto.  Each of the Company and the Guarantors has been duly qualified as a foreign corporation, or limited liability company, as the case may be, to transact business and is or will

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be, as the case may be, in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.  All of the issued and outstanding capital stock of the Company and each Subsidiary Guarantor has been duly authorized and validly issued, is fully paid and nonassessable and is owned by Holdings, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for any such security interest, mortgage, pledge, lien, encumbrance or claim that is created or that will be discharged in connection with refinancing of the Company’s existing senior credit facility and entering into the new senior credit facility (the “New Senior Credit Facility”) as part of the Refinancing (as defined in the Offering Memorandum).  Holdings does not own or control, directly or indirectly, any corporation, association or other entity other than the Company and the Subsidiary Guarantors.

(o)           Capitalization and Other Capital Stock Matters.  At June 30, 2004, on a consolidated basis, after giving pro forma effect to the Refinancing, Holdings would have had a capitalization as set forth in the Offering Memorandum under the caption “Capitalization” under the heading “Pro Forma.”  All of the outstanding shares of capital stock of Holdings have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued in compliance with federal and state securities laws.  None of the outstanding shares of capital stock of Holdings were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of Holdings.  There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of Holdings or any of its subsidiaries, other than those accurately described in the Offering Memorandum.  The description of the Holding’s or the Company’s stock option, and deferred compensation plans, and the options or other rights granted thereunder, set forth in the Offering Memorandum accurately and fairly reflects, in all material respects, the terms of such plans, options and rights.

(p)           Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required.   None of the Company or the Guarantors is in violation of its charter or by-laws or, except as disclosed in the Offering Memorandum is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease, license or other instrument to which any such entity is a party or by which it or any of them may be bound or to which any of the property or assets of any such entity is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.  The execution, delivery and performance by each of the Company and the Guarantors of its obligations under this Agreement, the Registration Rights Agreement, the DTC Letter of Representations and the Indenture, to the extent it is a party thereto, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (including, without limitation, the Refinancing) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the Company or any of the Guarantors, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance

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upon any property or assets of the Company or any of the Guarantors pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of the Guarantors.  No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s or any Guarantor’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Letter of Representations or the Indenture, to the extent it is a party thereto, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (including, without limitation, the Refinancing), except such as have been obtained or made by the Company and the Guarantors and are in full force and effect under the Securities Act, the Trust Indenture Act, state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the Company’s obligations under the Registration Rights Agreement.  As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Guarantors.

(q)           No Material Actions or Proceedings.   There are no legal or governmental actions, suits or proceedings pending or, to the best of the knowledge of the Company, threatened (i) against or affecting the Company or any Guarantor or (ii) which has as the subject thereof any property owned or leased by, the Company or any Guarantor, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or any of the Guarantors and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change.

(r)            Intellectual Property Rights.  The Company and the Guarantors own, possess or license sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar intellectual property rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change.  None of the Company or the Guarantors has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict would reasonably be expected to result in a Material Adverse Change, and neither the Company nor any Guarantor is in material default under the terms of any license or similar agreement related to any Intellectual Property Rights necessary to conduct its business as now conducted or contemplated.

(s)            All Necessary Permits, Etc.  The Company and the Guarantors possess such valid and current certificates, authorizations or permits issued by the appropriate municipal, state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and none of the Company or the Guarantors has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate,

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authorization or permit which, singly or in the aggregate, would reasonably expected to result in a Material Adverse Change.

(t)            Title to Properties.   The Company and the Guarantors have good and marketable title to all their properties and assets reflected as owned in the financial statements referred to in Section 1(m) above (or elsewhere in the Offering Memorandum), in each case, free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or the Guarantors.  The real property, improvements, equipment and personal property held under lease by the Company or any Guarantor are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or any of the Guarantors.

(u)           Tax Law Compliance.   The Company and the Guarantors have filed all necessary federal, state, local and foreign income and franchise tax returns on a timely basis and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except where failure to make such payment would not reasonably be expected to result in a Material Adverse Change.  Holdings has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(m) above in respect of all federal, state, local and foreign income and franchise taxes for all periods as to which the tax liability of Holdings or any of its subsidiaries has not been finally determined.  No tax deficiency has been determined adversely to Holdings or any of its subsidiaries which has resulted in (nor does Holdings have any knowledge of any tax deficiencies which, if determined adversely to Holdings or any of its subsidiaries, might result in) a Material Adverse Change.

(v)           The Company and each Guarantor is not an “Investment Company”.  The Company and the Guarantors have been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”).  As of the date hereof, the Company and each Guarantor is not, and upon consummation of the Refinancing and the application of the proceeds as described in the Offering Memorandum under “Use of Proceeds” will not be, an “investment company” within the meaning of Investment Company Act and the Company and each Guarantor will conduct its business in a manner so that it will not become subject to the Investment Company Act.

(w)          Insurance.   Each of the Company and the Guarantors is insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for its business including, but not limited to, policies covering real and personal property owned or leased by the Company and the Guarantors against theft, damage, destruction and acts of vandalism.  The Company has no reason to believe that it or any Guarantor will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted (or as conducted upon and after consummation of the Refinancing, as the case may be), and at a cost that would not reasonably be expected to result in a Material Adverse Change.  Neither the

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Company nor any Guarantor has been denied any insurance coverage that it has sought or for which it has applied.

(x)           No Price Stabilization or Manipulation.   None of the Company, the Guarantors or any of their respective affiliates has taken or will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(y)           Solvency.   Each of the Company and the Guarantors, in each case on a consolidated basis with its respective subsidiaries, is, and after giving effect to the Refinancing, the Company and the Guarantors will be, Solvent.  As used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.

(z)           No Unlawful Contributions or Other Payments.   None of the Company or the Guarantors or, to the best of the Company’s knowledge, any employee or agent of the Company or any Guarantor, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character necessary to be disclosed in the Offering Memorandum in order to make the statements therein not misleading.

(aa)         Company’s Internal Controls Over Financial Reporting.   The Company and the Guarantors maintain a system of internal controls over financial reporting that is sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(bb)         Compliance with Environmental Laws.  Except as otherwise disclosed in the Offering Memorandum or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) neither the Company nor any Guarantor is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental

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authorizations required for the operation of the business of the Company or any Guarantor under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any Guarantor received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any Guarantor is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company or any Guarantor has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or Guarantor, now or in the past (collectively, “Environmental Claims”), pending or, to the best of the Company’s or the Guarantors’ knowledge, threatened against the Company or any Guarantor or any person or entity whose liability for any Environmental Claim the Company or the Guarantor has retained or assumed either contractually or by operation of law; and (iii) to the best of the Company’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could be expected to result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of the Guarantors, or against any person or entity whose liability for any Environmental Claim the Company or any Guarantor has retained or assumed either contractually or by operation of law.

(cc)         ERISA Compliance.   The Company and the Guarantors and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company or any Guarantor are in compliance in all material respects with ERISA, except where such noncompliance would not, individually or in the aggregate, result in a Material Adverse Change.  No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, any Guarantor or any of their ERISA Affiliates (as defined below) that could result in a material liability to the Company or any Guarantor.  “ERISA Affiliate” means, with respect to the Company or the Guarantors, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or any Guarantor is a member.  No “employee benefit plan” established or maintained by the Company, any Guarantor or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would reasonably be expected to have any “amount of unfunded benefit liabilities” (as defined under ERISA) that could result in a material liability to the Company or any Guarantor.  Neither the Company, the Guarantors nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or Sections 412, 4971, 4975 or 4980B of the Code that could result in a material liability to the Company or any Guarantor.  Each “employee benefit plan” established or maintained by the Company or the Guarantors that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to such plan’s qualification, and to the best knowledge of the Company or the Guarantors, nothing has

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occurred, whether by action or failure to act, which would cause the revocation of such determination letter.

(dd)         No Default in Senior Debt.   No