Common use of Employee Benefits; ERISA Clause in Contracts

Employee Benefits; ERISA. (i) The Borrowers and the members of their Controlled Groups maintain only those Defined Contribution Plans and other Plans listed on Schedule 5.1(s) attached hereto and contribute to only those Multiemployer Plans listed on Schedule 5.1(s) attached hereto. No Borrower nor any member of its Controlled Group has ever maintained or made contributions to, or has ever been required to make contributions to any Defined Benefit Pension Plan. (ii) Each Defined Contribution Plan, as most recently amended, including amendments to any trust agreement, group annuity, or insurance contracts, or other governing instrument, is the subject of a favorable determination letter by the Internal Revenue Service with respect to its qualification under ss.401(a) of the Code. (iii) All Plans comply, both in form and in operation, with the requirements of the Code and ERISA. (iv) There is not now, and has not been, any material violation of the Code or ERISA with respect to the filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity or the furnishing of such documents to the participants or beneficiaries of any Plan. Borrowers have furnished to the Lenders copies of the most recent annual report, audited financial statements, and other reports filed with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity with respect to each Plan. (v) All Pension Plans, as of the date hereof, meet the minimum funding standards of ss.412 of the Code and ss.302 of ERISA without regard to any funding waiver. Borrowers and the members of their Controlled Group have, as of the date hereof, made all contributions or payments to or under Pension Plans required by the terms of any such Plan or any contract or agreement. (vi) No Prohibited Transaction has occurred with respect to any Plan. (vii) No Borrower or any member of its Controlled Group has any unfunded liabilities of unfunded and uninsured "employee welfare benefit plans" (as defined in ss.3(1) of ERISA). (viii) There is not now, and has not been, any COBRA Violation with respect to any Plan to which such continuation coverage requirements apply which has a material adverse effect, directly or indirectly, on the financial condition of any of the Borrowers. (ix) Borrowers and the members of their Controlled Group have established only those irrevocable trusts the assets of which remain subject to the general creditors of Borrowers and/or members of their Controlled Group (sometimes referred to as "rabbi trusts") listed on Schedule 5.1(s) attached hereto and have furnished to the Lenders copies of each such "rabbi trust." (x) If any Borrower or any member of its Controlled Group were obligated to pay the entire potential Withdrawal Liabilities for which any of them would be liable if each of them were to withdraw from the Multiemployer Plans to which any of them makes contributions, such obligations would not be in excess of $500,000.00. (xi) Borrowers and the members of their Controlled Group have complied with the requirements of ss.515 of ERISA with respect to Multiemployer Plans.

Employee Benefits; ERISA. (i) The Borrowers and the members of their Controlled Groups maintain only those Defined Benefit Pension Plans, Defined Contribution Plans and other Plans listed on Schedule 5.1(s) attached hereto and contribute to only those Multiemployer Plans listed on Schedule 5.1(s4.1(p) attached hereto. No Borrower PR\79666\1 -29- Neither the Borrowers nor any member members of its their Controlled Group has ever maintained or made contributions to, or has ever been required to make contributions Groups contribute to any Defined Benefit Pension PlanMultiemployer Plans. (ii) Each To the extent the Borrowers or any members of their Controlled Groups maintain then, each Defined Benefit Pension Plan and Defined Contribution Plan, as most recently amended, including amendments to any trust agreement, group annuity, or insurance contracts, or other governing instrument, is the subject of a favorable determination letter by the Internal Revenue Service with respect to its qualification under ss.401(aS401(a) of the Code. (iii) All Plans comply, both in form and in operation, with the requirements of the Code and ERISA. (iv) There is not now, and has not been, any material violation of the Code or ERISA with respect to the filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity or the furnishing of such documents to the participants or beneficiaries of any Plan. Borrowers have furnished to the Lenders copies of the most recent annual report, audited financial statements, and other reports filed with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity with respect to each Plan. (v) All To the extent that any Borrower or any member of their Controlled Group maintains them, all Pension Plans, as of the date hereof, meet the minimum funding standards of ss.412 S412 of the Code and ss.302 S302 of ERISA without regard to any funding waiver. Borrowers and the members of their Controlled Group have, as of the date hereof, made all contributions or payments to or under Pension Plans Plans, if any, required by the terms of any such Plan or any contract or agreement. (vi) No material liability to the PBGC has been, or is expected by any Borrower or any member of its Controlled Group to be, incurred by the Borrower or any member of its Controlled Group. (vii) No Defined Benefit Pension Plan if any has any Amount of Unfunded Benefit Liabilities except as listed on Schedule 4.1(p) which, in the aggregate, do not exceed $100,000.00. (viii) No trust was established in connection with any Defined Benefit Pension Plan pursuant to S4049 of ERISA (as in effect on December 17, 1987) and no liabilities (whether or not such liability is being litigated) have been asserted against any borrower or any member of its Controlled Group in connection with any such Defined Benefit Pension Plan by the PBGC or by a trustee appointed pursuant to S4042(b) or (c) of ERISA, and no lien has been attached and no person has threatened to attach a lien on any property of any Borrower or any member of its Controlled Group as a result of any failure to comply with the Code or ERISA. (ix) No Prohibited Transaction has occurred with respect to any Plan. (viix) No Reportable Event has occurred with respect to any Defined Benefit Plan. (xi) No Borrower or any member of its Controlled Group has any unfunded liabilities of unfunded and uninsured "employee welfare benefit plans" (as defined in ss.3(1S3(1) of ERISA). (viiixii) There is not now, and has not been, any COBRA Violation with respect to any Plan to which such continuation coverage requirements apply which has a material adverse effect, directly or indirectly, on the financial condition of any of the Borrowers. (ixxiii) Borrowers and the members of their Controlled Group have not established only those any irrevocable trusts the assets of which remain subject to the general creditors of Borrowers and/or members of their Controlled Group (sometimes referred to as "rabbi trusts") listed on Schedule 5.1(s) attached hereto and have furnished to the Lenders copies of each such "rabbi trust)." (x) If any Borrower or any member of its Controlled Group were obligated to pay the entire potential Withdrawal Liabilities for which any of them would be liable if each of them were to withdraw from the Multiemployer Plans to which any of them makes contributions, such obligations would not be in excess of $500,000.00. (xi) Borrowers and the members of their Controlled Group have complied with the requirements of ss.515 of ERISA with respect to Multiemployer Plans.

Employee Benefits; ERISA. (i) The Borrowers and the members of their Controlled Groups maintain only those Defined Benefit Pension Plans, Defined Contribution Plans and other Plans listed on Schedule 5.1(s) attached hereto and contribute to only those Multiemployer Plans listed on Schedule 5.1(s) attached hereto. No Borrower nor any member of its Controlled Group has ever maintained or made contributions to, or has ever been required to make contributions to any Defined Benefit Pension Plan. (ii) Each Defined Benefit Plan and Defined Contribution Plan, as most recently amended, including amendments to any trust agreement, group annuity, or insurance contracts, or other governing instrument, is the subject of a favorable determination letter by the Internal Revenue Service with respect to its qualification under ss.401(a) of the Code. (iii) All Plans comply, both in form and in operation, with the requirements of the Code and ERISA. (iv) There is not now, and has not been, any material violation of the Code or ERISA with respect to the filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity or the furnishing of such documents to the participants or beneficiaries of any Plan. Borrowers have furnished to the Lenders copies of the most recent annual report, audited financial statements, and other reports filed with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity with respect to each Plan. (v) All Pension Plans, as of the date hereof, meet the minimum funding standards of ss.412 of the Code and ss.302 of ERISA without regard to any funding waiver. Borrowers and the members of their Controlled Group have, as of the date hereof, made all contributions or payments to or under Pension Plans required by the terms of any such Plan or any contract or agreement. (vi) No Material liability to the PBGC has been, or is expected by any Borrower or any member of its Controlled Group to be, incurred by the Borrower or any member of its Controlled Group. (vii) No Defined Benefit Pension Plan has any Amount of Unfunded Benefit Liabilities except as listed on Schedule 5.1(s) which, in the aggregate, do not exceed $500,000.00. (viii) No trust was established in connection with any Defined Benefit Pension Plan pursuant to ss.4049 of ERISA (as in effect on December 17, 1987) and no liabilities (whether or not such liability is being litigated) have been asserted against any borrower or any member of its Controlled Group in connection with any such Defined Benefit pension Plan by the PBGC or by a trustee appointed pursuant to ss.4042(b) or (c) of ERISA, and no lien has been attached and no person has threatened to attach a lien on any property of any Borrower or any member of its Controlled Group as a result of any failure to comply with the Code or ERISA. (ix) No Prohibited Transaction has occurred with respect to any Plan. (viix) No Reportable Event has occurred with respect to any Defined Benefit Plan. (xi) No Borrower or any member of its Controlled Group has any unfunded liabilities of unfunded and uninsured "employee welfare benefit plans" (as defined in ss.3(1) of ERISA). (viiixii) There is not now, and has not been, any COBRA Violation with respect to any Plan to which such continuation coverage requirements apply which has a material adverse effect, directly or indirectly, on the financial condition of any of the Borrowers. (ixxiii) Borrowers and the members of their Controlled Group have established only those irrevocable trusts the assets of which remain subject to the general creditors of Borrowers and/or members of their Controlled Group (sometimes referred to as "rabbi trusts") listed on Schedule 5.1(s) attached hereto and have furnished to the Lenders copies of each such "rabbi trust." (xxiv) If any Borrower or any member of its Controlled Group were obligated to pay the entire potential Withdrawal Liabilities for which any of them would be liable if each of them were to withdraw from the Multiemployer Plans to which any of them makes contributions, such obligations would not be in excess of $500,000.00. (xixv) Borrowers and the members of their Controlled Group have complied with the requirements of ss.515 of ERISA with respect to Multiemployer Plans.

Employee Benefits; ERISA. (i) The Borrowers and the members of their Controlled Groups maintain only those Defined Benefit Pension Plans, Defined Contribution Plans and other Plans listed on Schedule 5.1(s3.1(s) attached hereto and contribute to only those Multiemployer Plans listed on Schedule 5.1(s) attached hereto. No Borrower nor any member of its Controlled Group has ever maintained or made contributions to, or has ever been required to make contributions to any Defined Benefit Pension Plan3.1(s). (ii) Each Defined Benefit Plan and Defined Contribution Plan, as most recently amended, including amendments to any trust agreement, group annuity, or insurance contracts, or other governing instrument, is the subject of a favorable determination letter by the Internal Revenue Service with respect to its qualification under ss.401(a) of the Code. (iii) All Plans comply, both in form and in operation, with the requirements of the Code and ERISA. (iv) There is not now, and has not been, any material violation of the Code or ERISA with respect to the filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity or the furnishing of such documents to the participants or beneficiaries of any Plan. Borrowers have furnished to the Lenders copies of the most recent annual report, audited financial statements, and other reports filed with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity with respect to each Plan. (v) All Pension Plans, as of the date hereof, meet the minimum funding standards of ss.412 of the Code and ss.302 of ERISA without regard to any funding waiver. Borrowers and the members of their Controlled Group have, as of the date hereof, made all contributions or payments to or under Pension Plans required by the terms of any such Plan or any contract or agreement. (vi) No Material liability to the PBGC has been, or is expected by any Borrower or any member of its Controlled Group to be, incurred by the Borrower or any member of its Controlled Group. (vii) No Defined Benefit Pension Plan has any Amount of Unfunded Benefit Liabilities except as listed on Schedule 5.1(s) which, in the aggregate, do not exceed $500,000.00. (viii) No trust was established in connection with any Defined Benefit Pension Plan pursuant to ss.4049 of ERISA (as in effect on December 17, 1987) and no liabilities (whether or not such liability is being litigated) have been asserted against any Borrower or any member of its Controlled Group in connection with any such Defined Benefit Pension Plan by the PBGC or by a trustee appointed pursuant to ss.4042(b) or (c) of ERISA, and no lien has been attached and no person has threatened to attach a lien on any property of any Borrower or any member of its Controlled Group as a result of any failure to comply with the Code or ERISA. (ix) No Prohibited Transaction has occurred with respect to any Plan. (viix) No Reportable Event has occurred with respect to any Defined Benefit Plan. (xi) No Borrower or any member of its Controlled Group has any unfunded liabilities of unfunded and uninsured "employee welfare benefit plans" (as defined in ss.3(1) of ERISA). (viiixii) There is not now, and has not been, any COBRA Violation with respect to any Plan to which such continuation coverage requirements apply which has a material adverse effect, directly or indirectly, on the financial condition of any of the Borrowers. (ixxiii) Borrowers and the members of their Controlled Group have established only those irrevocable trusts the assets of which remain subject to the general creditors of Borrowers and/or members of their Controlled Group (sometimes referred to as "rabbi trusts") listed on Schedule 5.1(s3.1(s) attached hereto and have furnished to the Lenders copies of each such "rabbi trust." (xxiv) If any Borrower or any member of its Controlled Group were obligated to pay the entire potential Withdrawal Liabilities for which any of them would be liable if each of them were to withdraw from the Multiemployer Plans to which any of them makes contributions, such obligations would not be in excess of $500,000.00. (xixv) Borrowers and the members of their Controlled Group have complied with the requirements of ss.515 of ERISA with respect to Multiemployer Plans.

Employee Benefits; ERISA. (i) The Borrowers Loan Parties and the members of their Controlled Groups maintain only those Defined Contribution Plans and other Plans listed on Schedule 5.1(s3.1(s) attached hereto and contribute only to only those Multiemployer Plans listed on Schedule 5.1(s3.1(s) attached hereto. No Borrower Loan Party nor any member of its Controlled Group Groups has ever maintained or made contributions to, or has ever been required to make contributions to to, any Multiemployer Plan or any Defined Benefit Pension Plan. (ii) Each Defined Contribution Plan, as most recently amended, including amendments to any trust agreement, group annuity, or insurance contracts, or other governing instrument, is the subject of a favorable determination letter by the Internal Revenue Service with respect to its qualification under ss.401(a) of the Code. (iii) All Plans comply, both in form and in operation, with the requirements of the Code and ERISA. (iv) There is not now, and has not been, any material violation of the Code or ERISA with respect to the filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity or the furnishing of such documents to the participants or beneficiaries of any Plan. Borrowers have The Borrower has furnished to the Lenders copies of the most recent annual report, audited financial statements, and other reports filed with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity with respect to each Plan. (v) All Pension Plans, as of the date hereof, meet the minimum funding standards of ss.412 of the Code and ss.302 of ERISA without regard to any funding waiver. Borrowers The Loan Parties and the members of their Controlled Group Groups have, as of the date hereof, made all contributions or payments to or under Pension Plans required by the terms of any such Plan or any contract or agreement. (vi) No Prohibited Transaction has occurred with respect to any Plan. (vii) No Borrower Loan Party or any member of its Controlled Group has any unfunded liabilities of unfunded and uninsured "employee welfare benefit plans" (as defined in ss.3(1) of ERISA). (viii) There is not now, and has not been, any COBRA Violation with respect to any Plan to which such continuation coverage requirements apply which has a material adverse effect, directly or indirectly, on the financial condition of any Loan Party or any member of the BorrowersMulticare Group. (ix) Borrowers The Loan Parties and the members of their Controlled Group Groups have established only those irrevocable trusts the assets of which remain subject to the general creditors of Borrowers the Loan Parties and/or members of their Controlled Group (sometimes referred to as "rabbi trusts") listed on Schedule 5.1(s3.1(s) attached hereto and have furnished to the Lenders copies of each such "rabbi trust." (x) If any the Borrower or any member of its Controlled Group were obligated to pay the entire potential Withdrawal Liabilities withdrawal liabilities for which any of them would be liable if each of them were to withdraw from the Multiemployer Plans to which any of them makes contributions, such obligations would not be in excess of $500,000.00. (xi) Borrowers The Borrower and the members of their its Controlled Group have complied with the requirements of ss.515 of ERISA with respect to Multiemployer Plans.