Common use of Employee Benefits Plans Clause in Contracts

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) to the City’s Knowledge, with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA; (d) each Employee Benefit Plan intended to qualify under Section 401(a) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, the related trust is exempt from tax under Section 501(a) of the Code, and to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) with respect to the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability with respect to any Employee Benefit Plan.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all Requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansBorrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrower or its Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansLux Borrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that could reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. As of the Closing Date, none of the Foreign Plans is a Canadian pension plan that provides benefits on a defined benefit basis.

Employee Benefits Plans. All Employee Benefit Plans maintained by Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the City Effective Date. No ERISA Event has occurred or the Hospital, or could reasonably be expected to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16occur. With respect to the Employee Benefit Plans: any Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) to the City’s Knowledge, ERISA Plan and any associated trust operationally comply with the exception applicable requirements of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; Code Section 401(a); (b) no Employee Benefit the ERISA Plan is or has and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the last three years been subject to the minimum funding requirements of “remedial amendment period” available under Code Section 412 or 430 of the Code; 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the City does not ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any obligation to contributecash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not partially or completely withdrawn fromyet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and does (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have any Liability with a Material Adverse Effect. With respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA; (d) each Employee Benefit Plan intended to qualify under Section 401(a) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the CodePension Plan, the related trust is exempt from tax under Section 501(a) “accumulated benefit obligation” of the Code, and to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) Controlled Group members with respect to the Employee Benefit PlansPension Plan (as determined in accordance with Statement of Accounting Standards No. 87, all required contributions have been made or properly accrued on “Employers’ Accounting for Pensions”) does not exceed the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability with respect to any Employee Benefit Planfair market value of Pension Plan assets.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is Except as set forth on Schedule 2.16. With respect to 16 of the Employee Benefit PlansFI Disclosure Schedule: (a) Each bonus, deferred compensation, profit-sharing, thrift, savings, employee stock ownership, FI Equity Plan, welfare, pension, retirement, change-of-control, incentive or other employee benefit plan, program, policy or arrangement covering current or former directors, officers or employees and each individual employment, consulting, severance, retention or similar agreement that is sponsored or maintained by FI or its subsidiaries (other than CNH and its subsidiaries), to which FI or any of its subsidiaries (other than CNH and its subsidiaries) is a party or contributes, is obligated to contribute, or under which FI or any of its subsidiaries (other than CNH and its subsidiaries) may have any liability (other than, in each case, such plans, programs, policies, agreements or arrangements that are required by applicable law) (the City’s Knowledge, with the exception of the PERS “FI Benefit Plans, all such Employee Benefit Plans ”) have been maintained, funded administered in accordance with their terms and administered are in compliance in all material respects with all applicable Laws;law. (b) no Employee All material filings required for all FI Benefit Plan is Plans have been timely made with the appropriate governmental authority in accordance with the applicable law. All reports or has within the last three years information relating to all FI Benefit Plans required to be disclosed to participants have been subject timely disclosed to the minimum funding requirements of Section 412 or 430 of the Code;participants. (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with With respect to any “multiemployer plan” within each material FI Benefit Plan, FI has made available to CNH true, correct and complete copies (to the meaning of Sections 3(37) or 4001(a)(3extent applicable) of ERISA;the plan document, including any amendments thereto, other than any portion of a document that FI or any of its subsidiaries is prohibited from making available to CNH as the result of applicable law relating to the safeguarding of data privacy. (d) each Employee Each FI Benefit Plan that, as of the date of this Agreement, is intended to qualify be registered, qualified or otherwise subject to special legal status is so registered, qualified or is entitled to such legal status, and, to the knowledge of FI, there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such registration, qualification or legal status of any FI Benefit Plan, except where a failure of such plan to be so registered or qualified or to achieve or retain such legal status would not reasonably be expected to have a Material Adverse Effect on FI. Neither FI nor any of its subsidiaries (other than CNH and its subsidiaries) has any actual or contingent material liability under Section 401(a) of the Code is a “governmental any compensation or benefit plan” under Section 414(d) of the Code , program, policy or arrangement that is tax-qualified under Section 401(anot sponsored or maintained by FI or any of its subsidiaries (other than CNH and its subsidiaries) or to which FI or any of the Code, the related trust is exempt from tax under Section 501(aits subsidiaries (other than CNH and its subsidiaries) of the Code, and to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) with respect to the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability with respect to any Employee Benefit Planare a party.

Employee Benefits Plans. All Employee Benefit Plans maintained by Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the City Effective Date. No ERISA Event has occurred or the Hospital, or could reasonably be expected to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16occur. With respect to the Employee Benefit Plans: any Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) to the City’s Knowledge, ERISA Plan and any associated trust operationally comply with the exception applicable requirements of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; Code Section 401(a); (b) no Employee Benefit the ERISA Plan is or has and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the last three years been subject to the minimum funding requirements of “remedial amendment period” available under Code Section 412 or 430 of the Code; 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the City does not ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any obligation to contributecash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not partially or completely withdrawn fromyet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and does (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have any Liability with a Material Adverse Effect. With respect to any “multiemployer plan” within Pension Plan (other than the meaning of Sections 3(37) or 4001(a)(3) of ERISA; (d) each Employee Benefit Plan intended to qualify under Section 401(a) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the CodeComputervision Pension Plan), the related trust is exempt from tax under Section 501(a) “accumulated benefit obligation” of the Code, and to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) Controlled Group members with respect to the Employee Benefit PlansPension Plan (as determined in accordance with Statement of Accounting Standards No. 87, all required contributions have been made or properly accrued on “Employers’ Accounting for Pensions”) does not exceed the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability with respect to any Employee Benefit Planfair market value of Pension Plan assets.

Employee Benefits Plans. All Employee Benefit Plans maintained by Schedule 6.10 hereto identifies each ERISA Plan as of the City or the Hospital, or Closing Date. Except as would not reasonably be expected to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, result in a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit PlansMaterial Adverse Effect: (a) no ERISA Event has occurred or is expected to the City’s Knowledge, occur with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Lawsrespect to an ERISA Plan; (b) no Employee Benefit Plan full payment has been made of all amounts that a Controlled Group member is required, under applicable law or has within under the last three years been subject governing documents, to the minimum funding requirements of Section 412 have paid as a contribution to or 430 of the Codea benefit under each ERISA Plan; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability liability of each Controlled Group member with respect to any “multiemployer plan” within the meaning of Sections 3(37) each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or 4001(a)(3) of ERISAhas been fully reserved for on its financial statements in accordance with GAAP; (d) each Employee Benefit Plan intended no changes have occurred or are expected to qualify under Section 401(a) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, the related trust is exempt from tax under Section 501(a) of the Code, and to the City’s Knowledge, no facts or circumstances exist occur that would be reasonably likely to jeopardize cause a material increase in the qualification cost of such Employee Benefit providing benefits under the ERISA Plan; (e) with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (i) the Employee Benefit Plans, all required contributions ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (ii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (iii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or properly accrued on deferred arrangement under the City’s financial statementsERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (iv) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (v) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability with respect to any Employee Benefit Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansBorrowers or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrowers or any Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, Multiemployer Plan or Foreign Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(a), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained and (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Non-U.S. Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Non-U.S. Plan, none of the Employee Benefit PlansBorrower or any of their Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrower or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit PlanPlan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansBorrowers or any of the Restricted Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could reasonably be expected to subject the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, Multiemployer Plan or Foreign Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained and (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All (a) Schedule 4.14(a) lists each material “employee benefit plan” (as defined in Section 3(3) of the Employee Benefit Plans Retirement Income Security Act of 1974, as amended (“ERISA”)), each material bonus, incentive compensation, equity-based incentive, deferred compensation, retirement, fringe benefit or other employee benefit plan or agreement sponsored and maintained by (i) any member of the City Company Group with respect to any current or the Hospitalformer employees, consultants, independent contractors, or directors of any member of the Company Group or (ii) any Seller or any Subsidiary of any Seller with respect to any persons employed by the Seller or any of its Subsidiaries primarily in connection with the Business, and each other employee benefit or compensation plan, program, or arrangement pursuant to which the City Seller or any Subsidiary of Seller has (as of the Hospital is obligated Execution Date) or reasonably expects the Purchaser will have (as a result of the transactions contemplated by this Agreement) any liability (each, a “Company Benefit Plan”); provided that the Seller shall not be required to contribute or otherwise list on Schedule 4.14(a) any Company Benefit Plan disclosed in Parent’s reports and other documents filed with the SEC prior to September 19, 2008. Except as disclosed in Parent’s reports and other documents filed with the SEC prior to September 19, 2008, the Seller has an obligation, all of which relate made available to the Business, are listed on Schedule 2.16 hereto. True Purchaser correct and complete copies of all documents relating to such Employee each Company Benefit Plans have been made available to SEARHC and/or its agents Plan (or, if no Employee in the case of any such Company Benefit Plan document existsthat is unwritten, a description of all material terms of such Employee thereof). Each Company Benefit Plan is set forth on Schedule 2.16has been maintained in compliance with its terms and the applicable provisions of ERISA, the Code and all other applicable Laws except for any non-compliance that would not have a Material Adverse Effect. With Neither the Seller (with respect to the Employee Benefit Plans: (aBusiness) to the City’s Knowledge, with the exception nor any member of the PERS PlansCompany Group has incurred any liability under Section 502 of ERISA or any excise tax under Chapter 43 of the Code, all nor does any circumstance exist that could reasonably be expected to result in any such Employee Benefit Plans liability or excise tax that would have been maintained, funded and administered in compliance in all material respects with all applicable Laws;a Material Adverse Effect. (b) no Employee Benefit Plan is As of September 15, 2008, each contribution, premium and payment required (whether by applicable Law or has within the last three years been subject under applicable plan terms) or expected to the minimum funding requirements of Section 412 be made under or 430 in respect of the Code;Company Benefit Plans has been timely made, or, in the case of any such contribution, premium or payment that is not yet due, has been properly accrued and reflected (or an adequate reserve in respect thereof has been established) in the financial statements of the Company Group except as would not reasonably be expected to result in a Material Adverse Effect. (c) the City does Except as would not have any obligation reasonably be expected to contributeresult in a Material Adverse Effect, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA; (d) each Employee Company Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and, to the Knowledge of the Company, no circumstances exist that could be reasonably expected to adversely affect the qualified status of any such Company Benefit Plan. (d) Except as set forth on Schedule 4.14(d), no member of the Company Group, and no other entity that is or at any relevant time would have been treated as a “governmental plan” single employer with any member of the Company Group under Section 414(d414(b), (c), (m), or (n) of the Code that or Section 4001(b) of ERISA (an “ERISA Affiliate”), contributes to or has any obligation to contribute to any multiemployer plan as defined in Section 3(37) of ERISA, nor is tax-qualified under any Company Benefit Plan subject to Section 401(a) 302 or Title IV of ERISA or Section 412 of the Code. Except as would not reasonably be expected to result in a material liability, no member of the related trust Company Group and no other ERISA Affiliate has incurred any liability under Title IV or Section 302 of ERISA that has not been satisfied in full, and no condition or circumstance exists or is exempt from tax under contemplated, including without limitation the transactions contemplated hereby, that presents a material risk to any member of the Company Group or any ERISA Affiliate of incurring any such liability, other than liability for premiums due the PBGC (which premiums have been paid when due). If any Company Benefit Plan were to terminate, there would be no amount of unfunded benefit liabilities (as defined in Section 501(a4001(a)(17) of the Code, and ERISA) with respect to the City’s Knowledge, no facts or circumstances exist such Company Benefit Plan that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan;result in a Material Adverse Effect. (e) with respect To the Knowledge of the Company and except as set forth in Schedule 4.14(e), (i) the PBGC has not initiated any proceeding, or asserted any rights, under Section 4041 or 4042 of ERISA and (ii) neither Seller nor any member of the Company Group has received an inquiry, whether written or oral, from the PBGC, under its so-called “Early Warning Program” or otherwise, regarding the funded status of any pension plan of the Seller or any member of the Company Group. As of the Execution Date, no notice or action has been taken to terminate the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; andXxxxxx Brothers Holdings Inc. Retirement Plan. (f) Except as set forth on Schedule 4.14(f), the consummation of the transactions contemplated by this Agreement shall will not result (either alone or together with any other event) entitle any person employed by the Seller or any of its Subsidiaries primarily in SEARHC having connection with the Business to any liability bonus, severance, retirement, job security or other benefit, or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation pursuant to, any Company Benefit Plan. (g) Except as set forth on Schedule 4.14(g), there are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), audits, investigations by any Governmental Bodies or otherwise or Legal Proceedings with respect to any Employee Company Benefit Plan that would result in a Material Adverse Effect. (h) Without limiting the generality of (a) through (g) above and except as would not reasonably be expected to result in a Material Adverse Effect or as set forth on Schedule 4.14(h), with respect to each Company Benefit Plan (1) that is subject to the laws of a jurisdiction other than the United States (whether or not United States law also applies) (a “Foreign Plan”) and (2) for which the Purchaser or any of its Subsidiaries may have liability by operation of law or otherwise: (i) to the extent required by applicable Law or the terms of such Foreign Plans, the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient in all material respects to provide for the accrued benefit obligations with respect to all current and former participants in such plan, based upon reasonable actuarial assumptions, and no transaction contemplated by this Agreement shall cause such assets, reserve or insurance obligations to be materially less than such benefit obligations, and (ii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansBorrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrower or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by (i) Except as would not reasonably be expected, individually or in the City or the Hospitalaggregate, or to which the City or the Hospital is obligated to contribute or otherwise has an obligationresult in a Material Adverse Effect, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit (i) each Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) to the City’s Knowledge, in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eii) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansBorrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrower or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fiii) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (iv) (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; andany Plan that would reasonably be expected to result in a Material Adverse Effect. (fi) No ERISA Event has occurred and neither any Loan Party nor, to the transactions contemplated by this Agreement shall not knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in SEARHC having any liability an ERISA Event with respect to any Employee Benefit Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(a), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All (a) Section 4.13(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of each Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate Plan subject to the BusinessLegal Requirements of any jurisdiction outside the United States (each, are listed on Schedule 2.16 heretoa “Foreign Plan”). True and complete copies of all documents relating to such Employee Benefit Plans For each material Foreign Plan, the Group Companies have been made available to SEARHC and/or its agents orSPAC a copy of such plan (or a description, if no Employee Benefit Plan document existssuch plan is not written) and all amendments thereto and, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to as applicable, the Employee Benefit Plans: (a) to the City’s Knowledge, with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws;most recently prepared financial statements. (b) no Employee Benefit Except as provided for on Section 4.13(a) of the Company Disclosure Schedule, (i) each such Foreign Plan is or has within in material compliance with the last three years been subject applicable Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the minimum funding requirements of Section 412 extent those Legal Requirements are applicable to such Foreign Plan; (ii) there are no material pending, or 430 to the Knowledge of the Code; (c) the City does not have Company, threatened investigations by any obligation to contribute, has not partially or completely withdrawn fromGovernmental Entity involving such Foreign Plan, and does no material pending, or to the Knowledge of the Company, threatened claims (except for claims for benefits payable in the normal operation of such Foreign Plan), actions, suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan (including any infraction notice before the Brazilian Ministry of Labor and Employment or other Governmental Entity, administrative procedure, term of adjustment of conduct (TAC), civil action filed by the Brazilian Public Prosecutor’s Office of Labor Affairs or other Governmental Entity); (iii) except as would not result in material liability to the Company, all employer contributions to each such Foreign Plan required by applicable Legal Requirements or by the terms of such Foreign Plan have been made in a timely manner; (iv) each such Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and, to the Knowledge of the Company, no event has occurred since the date of the most recent approval or application therefor relating to any Liability such Foreign Plan that would reasonably be expected to adversely affect any such approval or good standing; (v) each such Foreign Plan required to be fully funded and/or fully insured, and/or book-reserved, is fully funded and/or fully insured and/or book-reserved, as appropriate, including any back-service obligations, on an ongoing basis (determined using reasonable actuarial assumptions) in compliance with all applicable Legal Requirements and IFRS, in each of the foregoing cases except as would not reasonably be expected to be material to the Group Companies; (vi) each such Foreign Plan, if intended to qualify for special tax treatment, meets all the requirement for such treatment and, to the Knowledge of the Company, no event has occurred with respect to any “multiemployer plan” within such Foreign Plan that would reasonably be expected to cause the meaning denial or loss of Sections 3(37such special tax treatment; and (vii) or 4001(a)(3) of ERISA; (d) each Employee Benefit Plan intended to qualify under Section 401(a) the Knowledge of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the CodeCompany, the related trust is exempt from tax under Section 501(a) consummation of the Code, and to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) with respect to the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall will not by itself be reasonably expected to create or otherwise result in SEARHC having any material liability with respect to any Employee Benefit such Foreign Plan. (c) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event(s): (i) result in any payment or benefit becoming due to any current or former employee, contractor or director of the Company or its Subsidiaries or under any Foreign Plan; (ii) increase any amount of compensation or benefits otherwise payable to any current or former employee, individual independent contractor or director of the Company or its Subsidiaries or under any Foreign Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, contractor or director of the Company or its Subsidiaries or under any Foreign Plan; or (iv) limit the right to merge, amend or terminate any Foreign Plan.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansBorrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrower or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (d) (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All (a) Section 4.12(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each material Employee Benefit Plans Plan, and specifies whether such plan is a Foreign Plan. For each material Employee Benefit Plan, the Group Companies have made available to SPAC a copy of such plan (or a description, if such plan is not written) and all amendments thereto and, as applicable: (i) all trust agreements or other funding arrangements and amendments thereto; and (ii) the most recently prepared actuarial reports and financial statements. (b) Each Employee Benefit Plan has been established, maintained by and administered in all material respects in accordance with its terms and with all applicable Legal Requirements. No non-exempt “prohibited transaction” (within the City meaning of Section 406 of ERISA and Section 4975 of the Code) has occurred or is reasonably expected to occur with respect to any Employee Benefit Plan. (c) Each Employee Benefit Plan intended to qualify under Section 401 of the HospitalCode does so qualify, or and any trusts intended to which be exempt from federal income taxation under the City or provisions of Section 501(a) of the Hospital is obligated to contribute or otherwise has an obligationCode are so exempt, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to each such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, has received a description of all material terms favorable determination or opinion letter (as applicable) from the U. S. Internal Revenue Service on which it can currently rely regarding the compliance of such Employee Benefit Plan is set forth on Schedule 2.16Plan, in form, with the tax qualification requirements of the Code. With To the Knowledge of the Company, no event has occurred or condition exists with respect to the Employee Benefit Plans: (a) to the City’s Knowledge, with the exception operation or design of the PERS Plans, all any such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws;Plan that would reasonably be expected to cause the denial or loss of such qualification or exemption or the loss of reliance on such determination or opinion letter. (bd) no Employee Benefit Plan No Group Company or any of its respective ERISA Affiliates has at any time in the past six (6) years sponsored or been obligated to contribute to, or had or is or has within the last three years been reasonably expected to have any liability in respect of: (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to the minimum funding requirements Title IV of ERISA, Section 412 or 430 of the Code; Code or Section 302 of ERISA (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to including any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3Section (3)(37) of ERISA;) or any other defined benefit pension plan; (ii) a “multiple employer plan” as defined in Section 413(c) of the Code; or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (de) each None of the Employee Benefit Plans provides for, and the Group Companies have no liability in respect of, post-retirement health, welfare or life insurance benefits or coverage for any participant or any beneficiary of a participant, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state or other Legal Requirements and at the sole expense of such participant or the participant’s beneficiary. (f) With respect to any Employee Benefit Plan, no material actions, suits, claims (other than routine claims for benefits in the ordinary course), audits, inquiries, investigations, Legal Proceedings or lawsuits are pending, or, to the Knowledge of the Company, threatened against any Employee Benefit Plan intended or against any fiduciary thereof with respect thereto. No event has occurred, and to qualify under Section 401(a) the Knowledge of the Code is a “governmental plan” under Section 414(d) Company, no condition exists that would, by reason of the Company’s affiliation with any of its ERISA Affiliates, subject the Company to any material tax, fine, lien, penalty or other liability imposed by ERISA, the Code that is tax-qualified or other Legal Requirements. (g) All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Employee Benefit Plans have been timely made or accrued in all material respects. (h) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event(s): (i) result in any payment or benefit becoming due to any current or former employee, contractor or director of the Company or its Subsidiaries or under any Employee Benefit Plan; (ii) increase any amount of compensation or benefits otherwise payable to any current or former employee, individual independent contractor or director of the Company or its Subsidiaries or under any Employee Benefit Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, contractor or director of the Company or its Subsidiaries or under any Employee Benefit Plan; or (iv) limit the right to merge, amend or terminate any Employee Benefit Plan. (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions shall, either alone or in connection with any other event(s) give rise to any “excess parachute payment” as defined in Section 401(a280G(b)(1) of the Code, the related trust is exempt from any excise tax owing under Section 501(a4999 of the Code or any other amount that would not be deductible under Section 280G of the Code. (j) The Company maintains no obligations to gross-up or reimburse any individual for any tax or related interest or penalties incurred by such individual, including under Sections 409A, 457A or 4999 of the Code or otherwise. (k) Section 4.12(k)(i) of the CodeCompany Disclosure Letter sets forth a true, correct and complete list of each Employee Benefit Plan subject to the Legal Requirements of any jurisdiction outside the United States (each, a “Foreign Plan”). Except as provided for on Section 4.12(k)(ii) of the Company Disclosure Letter, (i) each such Foreign Plan is in material compliance with the applicable Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan, (ii) there are no material pending, or to the Knowledge of the Company, threatened investigations by any Governmental Entity involving such Foreign Plan, and no material pending, or to the City’s KnowledgeKnowledge of the Company, threatened claims (except for claims for benefits payable in the normal operation of such Foreign Plan), actions, suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (iii) except as would not result in material liability to the Company, all employer contributions to each such Foreign Plan required by applicable Legal Requirements or by the terms of such Foreign Plan have been made in a timely manner; (iv) each such Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and, to the Knowledge of the Company, no facts event has occurred since the date of the most recent approval or circumstances exist application therefor relating to any such Foreign Plan that would reasonably be expected to adversely affect any such approval or good standing; (v) each such Foreign Plan required to be fully funded and/or fully insured, and/or book-reserved, is fully funded and/or fully insured and/or book-reserved, as appropriate, including any back-service obligations, on an ongoing basis (determined using reasonable actuarial assumptions) in compliance with all applicable Legal Requirements and IFRS, in each of the foregoing cases except as would not reasonably likely be expected to jeopardize have a Company Material Adverse Effect; (vi) each such Foreign Plan, if intended to qualify for special tax treatment, meets all the qualification requirement for such treatment and, to the Knowledge of such Employee Benefit Plan; (e) the Company, no event has occurred with respect to such Foreign Plan that would reasonably be expected to cause the Employee Benefit Plansdenial or loss of such special tax treatment and (vii) to the Knowledge of the Company, all required contributions have been made or properly accrued on the City’s financial statements; and (f) consummation of the transactions contemplated by this Agreement shall will not by itself be reasonably expected to create or otherwise result in SEARHC having any material liability with respect to any Employee Benefit such Foreign Plan. (l) The benefits payable under the UK Employee Benefits Plans consist exclusively of money purchase benefits (as defined in section 181 of the U.K. Pension Schemes Act 1993) and no Group Company nor New PubCo nor Merger Sub nor the Company Shareholder nor any of their respective Affiliates has any material liability whatsoever towards any defined benefit arrangement or any minimum level of benefits, nor has it made any defined benefit promise or been connected or associated with a sponsoring employer of any defined benefit scheme, and no amount is or could become due from any Group Company by virtue of section 75 or section 75A of the U.K. Pensions Axx 0000. (m) No employee or officer (or former employee or officer) of any Group Company whose employment transferred to any Group Company under the Transfer of Undertakings (Protection of Employment) Regulations 2006 or otherwise was a member of or entitled to be or become a member of any defined benefit occupational pension scheme and therefore no employee or officer or former employee or officer of any Group Company has any rights to early retirement or to other enhanced rights, including pension rights on redundancy.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is (a) Except as set forth on Schedule 2.16. With respect 6.12(a), neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, or has ever sponsored, maintained or contributed to, any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or any other material employee plan, policy or arrangement (whether oral or written) under which the Company could have any Liability (each, a “Company Benefit Plan”). (b) Neither the Company nor any entity required to be aggregated with the Company under Section 414(b), (c), (m), or (o) of the Code has incurred any material liability pursuant to Title IV of ERISA, and no facts exist which could reasonable form a basis for such material liability to the Employee Company. None of the Company Benefit Plans:Plans is a “multiemployer plan,” as defined in Section 3(37) of ERISA, and no facts exist which could reasonable form a basis for such any withdrawal liability to the Company. (ac) Each Company Benefit Plan has been administered and maintained in accordance with its express terms and applicable laws and regulations, and all reports and information relating to each Company Benefit Plan required to be filed with any governmental authority or to be disclosed or provided to participants or their beneficiaries have been timely filed, disclosed or provided, except where the City’s Knowledgefailure to administer or to maintain or to file, with disclose or provide would not, individually or in the exception aggregate, have a Material Adverse Effect. (d) Neither the execution or delivery of this Agreement, nor the consummation of the PERS Planstransactions contemplated hereby will, all such Employee either by itself or by virtue of a subsequent event: (i) result in payment becoming due to any current or former employee of the Company under any Company Benefit Plans have been maintainedPlan, funded and administered or (ii) result in any payment that could not be deductible under Section 280G of the Code. (e) The Company is in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn fromwith, and does not have any Liability with respect to any there has been no violation of, the “multiemployer plancontinuation coverage requirement” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA; (d) each Employee Benefit Plan intended to qualify as set forth under Section 401(a) 4980B of the Code is a “governmental plan” under Section 414(d) and Part 6 of the Code that is tax-qualified under Section 401(a) Subtitle B of the CodeTitle I of ERISA, the related trust is exempt from tax under Section 501(a) of the Code, and to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) with respect extent applicable to the Employee Benefit PlansCompany, all required contributions except where the failure to be in compliance or a violation would not, individually or in the aggregate, have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability with respect to any Employee Benefit Plana Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) The US Seller has provided to the City’s KnowledgeBuyer, with the exception complete and correct copies of the PERS Planseach Company Employee Plan and Seller Employee Plan in which a US Business Employee, all including any spouse or dependent of a US Business Employee, participates. Each Company Employee Plan and Seller Employee Plan and each funding vehicle related to such Company Employee Benefit Plans have been maintained, funded and administered Plan or Seller Employee Plan is in compliance in all material respects with with, and has been administered and operated in material compliance with, its terms and all applicable Laws;, orders, rules and regulations. Section 4.13(a) of the Seller Disclosure Schedule contains a complete and accurate list of each Company Employee Plan and each Seller Employee Plan and separately designates each such Company Employee Plan or Seller Employee Plan with respect to which the Buyer or the US Acquired Company could reasonably be expected to have any Liability following the Closing. Each Company Employee Plan and Seller Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a current favorable determination letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualification of such plan. The Sellers, the Acquired Companies and their Affiliates have complied and are in compliance with the applicable requirements of COBRA. (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 None of the Code; Acquired Companies, nor any ERISA Affiliate thereof, nor any Seller (cwith respect to any Business Employee or Historical Business Employee) the City does not have maintains, sponsors, contributes to, has any obligation to contributecontribute to, or has not partially any Liability under or completely withdrawn fromwith respect to, and does not any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) that is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA or any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA), nor have any of the Acquired Companies, the Sellers or any of their ERISA Affiliates incurred any Liability, including withdrawal Liability, with respect to any such plan. No Acquired Company nor any Seller (with respect to any Business Employee or Historical Business Employee) has any obligation to provide post-employment or post-termination health or life insurance or other welfare benefits to any Person, except as required by Law for which the covered individual pays the entire cost of coverage. None of the Acquired Companies nor any Seller (with respect to any Business Employee or Historical Business Employee) has or could reasonably be expected to have any Liability with respect to any “multiemployer employee benefit plan” within the meaning of Sections 3(37) or 4001(a)(3(as defined in Section 3(3) of ERISA;) on account of at any time being considered a single employer under Section 414 of the Code with any other Person. (dc) each Employee Benefit Plan intended to qualify under Except as set forth on Section 401(a4.13(c) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the CodeSeller Disclosure Schedule, the related trust is exempt from tax under Section 501(a) of the Code, and to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) with respect to the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall alone, or in a combination with any other event, will not result in SEARHC having give rise to any liability Liability under any Seller Employee Plan or Company Employee Plan, or accelerate the time of payment or vesting or increase the amount or cause the funding of compensation or benefits due to any Business Employee or any employee, officer, director, equityholder or other service provider of any Acquired Company (whether current, former or retired) or its beneficiaries. (d) No litigation or governmental administrative proceeding, audit, investigation or other proceeding (other than those relating to routine claims for benefits) is pending, or to the Sellers’ Knowledge, threatened with respect to any Company Employee Benefit Plan or any Seller Employee Plan that could reasonably be expected to result in any Liability to Buyer or any Acquired Company, and to the Sellers’ Knowledge, there is no reasonable basis for any such litigation or proceeding. (e) All payments and/or contributions required to have been made with respect to all Seller Employee Plans and Company Employee Plans either have been made or have been accrued in accordance with the terms of the applicable Seller Employee Plan or Company Employee Plan, GAAP and applicable law.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Non-U.S. Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Non-U.S. Plan, none of the Borrowers or any of their Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that could subject any Borrower or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (c) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances exist that would reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that would reasonably likely be expected to jeopardize cause the qualification PBGC to institute proceedings under Title IV of such Employee Benefit ERISA to terminate any Plan or Multiemployer Plan;, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (e) (i) With respect to each Non-U.S. Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Non-U.S. Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Non-U.S. Plans and the Employee Benefit present value of the aggregate accumulated benefit liabilities of all Non-U.S. Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Non-U.S. Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability except with respect to any Employee Benefit Planeach of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All (a) Part 5.16(a) of the Redfield Disclosure Schedule sets forth, as of the date of this Agreement, a true, correct and complete list of each Employee Benefit Plans maintained by the City or the HospitalPlan. Each Employee Plan is and at all times has been maintained, or to which the City or the Hospital is obligated to contribute or otherwise funded, operated and administered, and Redfield has an obligation, performed all of which relate its obligations under, and is currently in compliance with the terms of, both as to the Businessform and operation, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such each Employee Benefit Plans have been made available to SEARHC and/or its agents orPlan, if no Employee Benefit Plan document exists, a description of in each case in all material respects in accordance with the terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) to the City’s Knowledge, with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws imposed or administered by any Governmental Body with respect to each of the Employee Plans, including ERISA and the Code. Each Employee Plan intended to qualify under Section 401 of the Code has received a favorable determination letter as to its qualification, including the legal requirements as changed by applicable Laws;, at least through the Economic Growth Tax Relief and Reconciliation Act (“EGTRRA”), the plans have been amended in good faith for all post-EGTRRA requirements, including the Pension Protection Act of 2006, and nothing has occurred that would reasonably be expected to materially adversely affect such qualification or that would adversely affect Redfield’s ability to submit a timely request for and to obtain an updated determination letter or opinion letter from the U.S. Internal Revenue Service that each such plan is currently so qualified. All contributions to, and payments from, each Employee Plan which may have been required to be made in accordance with the terms of any such Employee Plans and, where applicable, the Laws which govern such Employee Plans, have been made in a timely manner. All material reports, Tax Returns and similar documents with respect to any Employee Plans required to be filed with any Governmental Body or distributed to any Employee Plan participants have been duly filed on a timely basis or distributed. There are no pending investigations by any Governmental Body involving or relating to any Employee Plans, no pending or, to the Knowledge of Redfield, threatened claims (except for claims for benefits payable in the normal operation of the Employee Plans) or Proceedings against or relating to any Employee Plans or asserting any rights or claims to benefits under any Employee Plans which could give rise to a Liability of Redfield, nor are there any facts that could give rise to any such Liability in the event of any such investigation, claim or Proceeding. (b) no No Employee Benefit Plan is or has ever been (i) a multiemployer plan within the last three years been meaning of Section 3(37) of ERISA, (ii) subject to the minimum funding requirements Title IV or Section 302 of ERISA, (iii) subject to Code Section 412 or 430 430; (iv) sponsored by more than one employer within the meaning of Section 4063 or 4064 if ERISA or Section 413(c) of the Code;Code or (v) a single employer plan within the meaning of Section 4001(a)(15) of ERISA. (c) No Employee Plan provides medical, health, dental or life benefits (whether or not insured), after an employee’s termination of employment other than COBRA Coverage and other coverage required by applicable Law, the City does not have full cost of which is borne by the former employee of Redfield and/or his or her qualified beneficiaries or medical, health, dental, life or pension benefits to any obligation nonemployee. There are no Liens imposed on any of Redfield’s assets or properties under ERISA or the Code and no act or omission has occurred that could result in such Liens. (d) With respect to contributeeach welfare plan, has not partially or completely withdrawn from, all claims incurred by Redfield and does not have the ERISA Affiliates are fully insured pursuant to a contract of insurance whereby the insurance company bears any Liability risk of loss with respect to any such claims. (e) Redfield does not and has not ever maintained a “multiemployer non-qualified deferred compensation plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA; (d) each Employee Benefit Plan intended to qualify under Section 401(a) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) 409A of the Code, the related trust is exempt from tax under Section 501(a) of the Code, and to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) with respect to the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; and. (f) The execution of, and performance of the transactions contemplated by this Agreement shall Contemplated Transactions will not constitute an event under any Employee Plan that will or may result in SEARHC having any liability with respect payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to any Employee Benefit Planfund benefits.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Non-U.S. Plan has been administered and is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan, (ii) no facts Non-U.S. Benefit Event has occurred and no Loan Party is aware of any fact, event or circumstances exist that would reasonably be expected to constitute or result in a Non-U.S. Benefit Event, (iii) each Non-U.S. Plan that is intended to qualify for tax-exempt treatment has been duly registered in accordance with applicable Law, and to the knowledge of any Loan Party, nothing has occurred that would prevent, or cause the loss of, such tax status, and (iv) with respect to each Non-U.S. Plan, none of the Borrowers or any of their Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that would subject any Borrower or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (c) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan or any Non-U.S. Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (d) (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that would be subject to Sections 4069 or 4212(c) of ERISA and (v) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that would reasonably likely be expected to jeopardize cause the qualification PBGC to institute proceedings under Title IV of such Employee Benefit ERISA to terminate any Plan or Multiemployer Plan;, except with respect to each of the foregoing clauses (i) through (v) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (e) (i) With respect to each Non-U.S. Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Non-U.S. Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Non-U.S. Plans and the Employee Benefit present value of the aggregate accumulated benefit liabilities of all Non-U.S. Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Non-U.S. Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability except with respect to any Employee Benefit Planeach of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, Seller or to which the City or the Hospital Seller is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents Buyer or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) a copy of each such Employee Benefit Plans has been made available to Buyer and/or its agents; (b) to the CitySeller’s Knowledge, with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (bc) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (cd) the City Seller does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA; (de) each Employee Benefit Plan intended to qualify under Section 401(a) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, the related trust is exempt from tax under Section 501(a) of the Code, and to the CitySeller’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (ef) with respect to the Employee Benefit Plans, all required contributions have been made or properly accrued on the CitySeller’s financial statements; and (fg) Except with respect to accrued but unused vacation and paid time off as set forth in Section 1.3(c) and Section 6.4, the transactions contemplated by this Agreement shall not result in SEARHC Buyer having any liability with respect to any Employee Benefit Plan.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansBorrowers or any of their Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit Borrower or any of its Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that could subject the Borrower or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (c) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, all required contributions have been made except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or properly accrued on in the City’s financial statements; andaggregate, to result in a Material Adverse Effect. (f) No Loan Party maintains, or contributes to, a Foreign Plan which is a defined benefit occupational pension scheme as defined in the transactions contemplated by this Agreement shall Pensions Xxx 0000, except as would not reasonably be expected, individually or in the aggregate, to result in SEARHC having any liability with respect to any Employee Benefit Plana Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansDutch Borrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that has resulted could reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansParent Borrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject Holdings, the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that has resulted could reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansBorrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that would subject the City’s financial statements; andBorrower or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that would be subject to Sections 4069 or 4212(c) of ERISA and (v) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (v) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee (1) Section 6.1(8)(1) of the Elan Disclosure Schedule sets forth a true and complete list of the Elan Benefit Plans Plans, separately identifying each Elan Benefit Plan that is maintained by primarily for the City or benefit of Elan Employees outside of the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has United States (each an obligation, all of which relate to the Business, are listed on Schedule 2.16 heretoInternational Elan Benefit Plan"). True and complete copies of all documents relating to such Employee Elan Benefit Plans listed in Section 6.1(8)(1) of the Elan Disclosure Schedule, and all material related documents, have been made available provided to SEARHC and/or its agents orthe Bidder prior to the date of the Agreement. (2) Except as would not, if individually or in the aggregate, reasonably be expected to have an Elan Material Adverse Effect: (A) no Employee Elan Benefit Plan document existsprovides benefits, including death or medical benefits (whether or not insured), with respect to current or former Elan Employees or Elan Directors beyond their retirement or other termination of service, other than as pursuant COBRA or comparable applicable Law; (B) no liability under Title IV of ERISA has been incurred by Elan, its Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Elan, its Subsidiaries or any of their ERISA Affiliates to incur a description of all material terms of such Employee liability thereunder; (C) no Elan Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: a "multiemployer pension plan" (aas such term is defined in Section 3(37) to the City’s Knowledgeof ERISA) or a plan that has two or more contributing sponsors at least two of whom are not under common control, with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37Section 4063 of ERISA; (D) all contributions or 4001(a)(3other amounts payable by Elan or its Subsidiaries as of the Effective Time pursuant to each Elan Benefit Plan in respect of current or prior plan years have been timely paid or accrued as a liability on the most recent financial statements contained in the Elan SEC Documents; (E) neither Elan nor any of its Subsidiaries has engaged in a transaction in connection with which Elan or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA; (d) each Employee Benefit Plan intended ERISA or a tax imposed pursuant to qualify under Section 401(a) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) 4975 or 4976 of the Code; (F) there are no pending, or to the related trust is exempt from tax under Section 501(aknowledge of Elan, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the Code, Elan Benefit Plans or any trusts related thereto that would result in a material liability; (G) no International Elan Benefit Plan which is a defined benefit occupational pension scheme within the meaning of the Pensions Act is underfunded and the operation thereof by the trustees thereof prior to the City’s Knowledgedate of this Agreement would not, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) with respect to the Employee Benefit Plansknowledge of Elan, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any give rise to a material liability with respect to any Employee Benefit Plan.for Elan;

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Non-U.S. Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Non-U.S. Plan, none of the Borrowers or any of their Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that would subject any Borrower or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (c) There are no facts pending or, to the knowledge of any Loan Party, threatened claims, actions or circumstances exist lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that would be subject to Sections 4069 or 4212(c) of ERISA and (v) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that would reasonably likely be expected to jeopardize cause the qualification PBGC to institute proceedings under Title IV of such Employee Benefit ERISA to terminate any Plan or Multiemployer Plan;, except with respect to each of the foregoing clauses (i) through (v) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (e) (i) With respect to each Non-U.S. Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Non-U.S. Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Non-U.S. Plans and the Employee Benefit present value of the aggregate accumulated benefit liabilities of all Non-U.S. Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Non-U.S. Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability except with respect to any Employee Benefit Planeach of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of Parent, the Borrowers or any of its or their Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that could subject Parent, the Borrowers or any Restricted Subsidiary, directly or indirectly, to any excise tax or civil penalty. (c) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (d) (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances exist that would reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that would reasonably likely be expected to jeopardize cause the qualification PBGC to institute proceedings under Title IV of such Employee Benefit ERISA to terminate any Plan or Multiemployer Plan;, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (e) (i) No Foreign Benefit Event has occurred and no Loan Party is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in a Foreign Benefit Event with respect to any Foreign Plan, (ii) with respect to each Foreign Plan, reserves have been established in the Employee Benefit financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, and (iii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, all required contributions have been made except with respect to each of the foregoing clauses (i), (ii) and (iii) of this Section 5.11(e), as would not reasonably be expected, individually or properly accrued on in the City’s financial statements; andaggregate, to result in a Material Adverse Effect. (f) No Loan Party maintains, or contributes to, a Foreign Plan which is a defined benefit occupational pension scheme as defined in the transactions contemplated by this Agreement shall Pensions Act of 2004 (c. 35), except as would not reasonably be expected, individually or in the aggregate, to result in SEARHC having any liability with respect to any Employee Benefit Plana Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit Parent or any of its Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that could subject the Parent or any Restricted Subsidiary, directly or indirectly, to any excise tax or civil penalty. (c) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, and (iii) there exists no Unfunded Pension Liability, except with respect to each of the foregoing clauses (i) through (iii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, all required contributions have been made except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or properly accrued on in the City’s financial statements; andaggregate, to result in a Material Adverse Effect. (f) No Loan Party maintains, or contributes to, a Foreign Plan which is a defined benefit occupational pension scheme as defined in the transactions contemplated by this Agreement shall Pensions Act of 2004, except as would not reasonably be expected, individually or in the aggregate, to result in SEARHC having any liability with respect to any Employee Benefit Plana Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax--qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansDutchParent Borrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject Holdings, the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that has resulted could reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the 146 Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit Parent or any of its Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that could subject the Parent or any Restricted Subsidiary, directly or indirectly, to any excise tax or civil penalty. (c) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, and (iii) there exists no Unfunded Pension Liability, except with respect to each of the foregoing clauses (i) through (iii) of this Section 5.11(d), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, all required contributions have been made except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(e), as would not reasonably be expected, individually or properly accrued on in the City’s financial statements; andaggregate, to result in a Material Adverse Effect. (f) No Loan Party maintains, or contributes to, a Foreign Plan which is a defined benefit occupational pension scheme as defined in the transactions contemplated by this Agreement shall Pensions Act of 2004, except as would not reasonably be expected, individually or in the aggregate, to result in SEARHC having any liability with respect to any Employee Benefit Plana Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City (a) Seller has provided or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents orBuyer, if no to the extent applicable, complete and correct copies of each material Employee Benefit Plan document existsin which a Designated Employee, including any spouse or dependent of a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) to the City’s KnowledgeDesignated Employee, with the exception participates as of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws;date hereof. (b) no Employee Benefit Plan is Neither Seller nor its ERISA Affiliates maintains, sponsors, contributes to, nor can reasonably be expected to have any liability with respect to, (i) any “defined benefit plan” as defined in Section 3(35) of ERISA or has within the last three years been any other plan subject to the minimum funding requirements of Section 412 or 430 of the Code; Code or Section 302 of Title IV of ERISA or (cii) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections as defined in Section 3(37) or 4001(a)(3) of ERISA;. (dc) each Each Employee Benefit Plan intended to qualify under Section 401(a) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, the related and each trust is exempt from tax intended to qualify under Section 501(a) of the Code is so qualified and has received and is entitled to rely upon a favorable determination letter from the IRS with respect to such Employee Benefit Plan as to its qualified status under the Code, and nothing has occurred that could reasonably be expected to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely adversely affect such determination. Seller has provided to jeopardize the qualification of Buyer with respect to each such Employee Benefit Plan;Plan a correct and complete copy of the most recent determination letter from the IRS. (ed) with respect to The execution of this Agreement and the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) consummation of the transactions contemplated by this Agreement shall will not result in SEARHC having any liability 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 Designated Employee. (e) No “excess parachute payment” as defined in Section 280G of the Code (without regard to Subsection (b)(4) thereof) will become payable to any Designated Employee Benefit Planin connection with any transaction contemplated in this Agreement or as a result of any event connected directly or indirectly with any such transaction.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansBorrowers or any of the Restricted Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could reasonably be expected to subject the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit PlanPlan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansLux Borrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit PlanPlan that could be reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that could reasonably be expected to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansParent Borrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject Holdings, the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that has resulted could reasonably be expected to result in a Material Adverse Effect. (d) (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected to have, individually or in the City’s Knowledgeaggregate, with the exception of the PERS Plansa Material Adverse Effect, all such Employee Benefit Plans have been maintained, funded and administered (i) each Plan is in compliance in all material respects with all the applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto, if permitted under IRS procedures, or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of the Borrower, no facts or circumstances exist nothing has occurred that would prevent, or cause the loss of, such tax-qualified status. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Foreign Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Borrower or any of its Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that, individually or in the aggregate, would reasonably likely be expected to jeopardize subject the qualification Borrower or any of its Subsidiaries, directly or indirectly, to any tax or civil penalty. (c) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan or Canadian Pension Plan that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of the Borrower, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Employee Benefit Plan;Pension Funding Rules has been applied for or obtained, and (iii) no Plan has been terminated by the plan administrator thereof or by the PBGC, except with respect to each of the foregoing clauses (i) through (iii) of this Section 5.11(d), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) With respect to each Foreign Plan, if required, (i) reserves have been established in respect of any unfunded liabilities in accordance with applicable Law and, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, and (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the Employee Benefit present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, all required contributions have been made except with respect to each of the foregoing clauses (i) through (ii) of this Section 5.11(d), as would not reasonably be expected to have, individually or properly accrued on in the City’s financial statements; andaggregate, a Material Adverse Effect. (fi) Each Canadian Pension Plan is in compliance in all material respects with its terms and the transactions contemplated by this Agreement shall not applicable provisions of all applicable Laws, (ii) no Canadian Pension Event has occurred and no grounds exist that would reasonably be expected to result in SEARHC having a Canadian Pension Event, (iii) no failure by any Loan Party or any of its Subsidiaries to perform its obligations under a Canadian Pension Plan has occurred, and (iv) no Loan Party or any of its Subsidiaries maintains, contributes to or has any liability with respect to any Employee a Canadian Defined Benefit Plan.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansLux Borrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that could reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee (a) Each Assumed Plan and each Seller Benefit Plans maintained by Plan is listed on Schedule 3.14(a). (b) Except as set forth on Schedule 3.14(b) or as would not reasonably be expected to have a Material Adverse Effect: (i) each Assumed Plan which is intended to be “qualified” within the City meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS (or has submitted, or is within the Hospitalremedial amendment period for submitting, an application for a determination letter with the IRS and is awaiting receipt of a response) and, to the Knowledge of Seller, no event has occurred and no condition exists as of the date hereof which would reasonably be expected to result in the revocation of any such determination; and (ii) no claim, action or litigation has been made or commenced, or to which the City or Knowledge of Seller threatened, with respect to any Assumed Plan (other than routine claims for benefits payable in the Hospital ordinary course, and appeals of such denied claims). (c) Except as would not reasonably be expected to have a Material Adverse Effect, each Assumed Plan is obligated in material compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such Assumed Plan. (d) Except as would not reasonably be expected to contribute or otherwise result in a material liability, each Asset Selling Entity has an obligation, paid and discharged all of which relate to its Liabilities arising under ERISA, the Code or other analogous Laws of foreign jurisdictions of a character which, if unpaid or unperformed, would result in the imposition of a Lien against the properties or assets of the Business, are listed . (e) Schedule 3.14(e) contains a list of each Foreign Plan. Except as set forth on Schedule 2.16 hereto. True 3.14(e) or as would not reasonably be expected to have a Material Adverse Effect, each Foreign Plan complies in all material respects with applicable Laws. (f) Except as set forth on Schedule 3.14(f), with respect to each Business Plan, Seller has heretofore made available to Purchaser true and complete copies of each of the following documents: (i) a copy of the plan (or to the extent no such copy exists, an accurate written description thereof); and (ii) a copy of the most recent summary plan description and summary of material modifications with respect thereto, to the extent these documents exist for such plans; (iii) solely with respect to each Assumed Plan and Foreign Plan, a copy of each trust or other funding arrangement; and (iv) solely with respect to each Assumed Plan and Foreign Plan, the most recently prepared actuarial report and financial statements. Except as specifically provided in the foregoing documents made available to Purchaser, there are no amendments to any Business Plan, nor has any party with the authority to do so undertaken to make any such amendments or to adopt or approve any new Business Plan. (g) Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each Assumed Plan and Foreign Plan: (i) all documents relating to employer and employee payments, contributions or accruals (including premiums) required by Law or by the terms of such Employee Benefit Plans plan have been made available when due pursuant to SEARHC and/or its agents orapplicable Laws, or if applicable, accrued, in accordance with GAAP; (ii) each such plan required to be registered has been registered (including, where applicable, pursuant to the UK Pension Schemes Act of 1993) and has been maintained in good standing with applicable requirements of Law and regulatory authorities (including the UK Pension Schemes Act of 1993); (iii) there are no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With unfunded liabilities with respect to any such plans (including for termination indemnities) that are not reflected in the Employee Benefit Plans:Balance Sheet); (aiv) if intended to the City’s Knowledgequalify for special tax treatment, with the exception of the PERS Plans, all each such Employee Benefit Plans have been maintained, funded and administered in compliance plan complies in all material respects with all requirements for such treatment, and no circumstances exist that might give reason to any applicable Laws;Governmental Authority to revoke such treatment; and (bv) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (cA) the City there does not have exist any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” accumulated funding deficiency within the meaning of Sections 3(37Code Section 412 or Section 302 of ERISA, whether or not waived; (B) or 4001(a)(3no reportable event within the meaning of Section 4043(c) of ERISA; (d) each Employee Benefit Plan intended to qualify under Section 401(a) of ERISA for which the Code is a “governmental plan” under Section 414(d) of the Code that is tax30-qualified under Section 401(a) of the Codeday notice requirement has not been waived has occurred, and, except as set forth on Schedule 3.14(g)(v), the related trust is exempt from tax under Section 501(a) consummation of the Code, and to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (e) with respect to the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall will not result in SEARHC having the occurrence of any such reportable event; (C) all premiums to the Pension Benefit Guaranty Corporation (“PBGC”) have been timely paid in full; (D) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by any of the Conveyed Companies or the Business; (E) the actuarial present value of the accumulated plan benefits under any Assumed Plan subject to Title IV of ERISA (a “Title IV Plan”) (whether or not vested) as of the close of its most recent plan year did not exceed the fair market value of the assets allocable thereto, and there are no facts or circumstances that would materially change the funded status of any such Title IV Plan since the close of such plan year; and (F) the PBGC has not instituted proceedings to terminate any such Title IV Plan and, to Seller’s Knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Title IV Plan. (h) Except as would not reasonably be expected to have a Material Adverse Effect, none of the Conveyed Companies nor any entity which would be treated as a single employer under Section 414(b) or (c) of the Code with any of the Conveyed Companies (“ERISA Affiliates”) has incurred any material withdrawal liability under Title IV of ERISA (“Withdrawal Liability”) that has not been satisfied in full. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each Business Plan that is a “Multiemployer Plan” (as defined in ERISA): (i) if any of the Conveyed Companies or any of their respective ERISA Affiliates were to experience a withdrawal or partial withdrawal from such plan, no material Withdrawal Liability would be incurred; and (ii) none of the Conveyed Companies, nor any of their respective ERISA Affiliates, has received any notification, nor does any of them have knowledge, that any such plan is in reorganization, has been terminated, is insolvent, or may reasonably be expected to be in reorganization, to be insolvent, or to be terminated. (i) Except as disclosed in Schedule 3.14(i), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase in any material respect the amount or value of, any payment or benefit to any Business Employee Benefit that is payable by Purchaser pursuant to the terms of any Assumed Plan or Foreign Plan or pursuant to terms of any contractual obligation expressly assumed by Purchaser under this Agreement, or result in any material limitation on the right of the Purchaser to amend, merge, terminate or receive a reversion of assets from any Assumed Plan or Foreign Plan or their related trusts. Except as disclosed in Schedule 3.14(i), no amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with a Business Employee’s termination of employment after the Closing Date, except to the extent that such termination occurs in connection with a change in the ownership or effective control, or a change in ownership of a substantial portion of the assets, as described in Section 280G(b)(2)(A)(i) of the Code and the Regulations promulgated thereunder, of Purchaser and/or Purchaser’s Affiliates) will be an “excess parachute payment” within the meaning of section 280G of the Code. (j) Except as indicated on Schedule 1.1(b), no employee of Seller or any Affiliate of Seller other than a Conveyed Company who is not a Business Employee actively participates in any Assumed Plan. (k) As of October 31, 2005, there were no more than thirty-five (35) Business Employees who were on long-term leave.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansDutch Borrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject Holdings, the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that has resulted could reasonably be expected to result in a Material Adverse Effect. (d) (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16. With respect to the Employee Benefit Plans: (a) Except as would not reasonably be expected, individually or in the aggregate, to the City’s Knowledgeresult in a Material Adverse Effect, (i) each Plan is in compliance with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) provisions of ERISA; , the Code and other applicable federal and state laws and (dii) each Employee Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, Code and the trust related trust is thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the City’s Knowledgeknowledge of any Loan Party, no facts or circumstances exist nothing has occurred that would be reasonably likely to jeopardize prevent, or cause the qualification of loss of, such Employee Benefit Plan;tax-qualified status. US-DOCS\90330440.2103232196.9 (eb) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Employee Benefit PlansDutch Borrower or any of its Subsidiaries or any of their respective directors, all required contributions have been made officers, employees or properly accrued on agents has engaged in a transaction that could subject Holdings, the City’s financial statements; andBorrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (fc) There are no pending or, to the transactions contemplated knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by this Agreement shall not result in SEARHC having any liability Governmental Authority, with respect to any Employee Benefit Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that has resulted could reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable Law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained, (ii) except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect to Foreign Plans and the present value of the aggregate accumulated benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans, except with respect to each of the foregoing clauses (i) and (ii) of this Section 5.11(d), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Employee Benefits Plans. All (a) Schedule 3.17(a) sets forth a correct and complete list of each Employee Benefit Plans maintained by the City or the HospitalPlan, or to which the City or the Hospital other than any offer letter that is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 2.16 hereto. True terminable “at will” and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan document exists, a description of all material terms of such Employee Benefit Plan is set forth on Schedule 2.16does not provide for severance. With respect to the each Employee Benefit Plans:Plan, the Company has delivered or made available to Parent correct and complete copies of: (i) all plan and trust documents and any amendments thereto, summary plan descriptions and insurance contracts; (ii) the most recent Internal Revenue Service determination, advisory or opinion letter; (iii) the most recent IRS Form 5500, as filed, in each case if applicable; and (iv) all material filings and correspondence with any Governmental Authority with respect thereto. (ab) to the City’s Knowledge, with the exception of the PERS Plans, all such Each Employee Benefit Plans have Plan has been maintained, funded maintained and administered in compliance in all material respects with all the terms of such Employee Benefit Plan, the applicable requirements of the Code and ERISA and any other applicable Laws; (b) no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; (c) the City does not have any obligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA; (d) each . Each Employee Benefit Plan intended to qualify be qualified under Section 401(a) of the Code is so qualified and has received a “governmental plan” under Section 414(d) of favorable determination, advisory or opinion letter from the Code that is tax-qualified under Section 401(a) of the Code, the related trust is exempt from tax under Section 501(a) of the CodeInternal Revenue Service, and no event has occurred or condition exists that could reasonably be expected to the City’s Knowledge, no facts or circumstances exist that would be reasonably likely to jeopardize adversely affect the qualification of such Employee Benefit Plan; . To the Knowledge of the Company, there has been no prohibited transaction (ewithin the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; and (f) the transactions contemplated by this Agreement shall not result in SEARHC having any liability with respect to any Employee Benefit Plan. (c) With respect to each Employee Benefit Plan, all material payments, contributions and premiums that are required to have been made in accordance with the terms of such Employee Benefit Plan and applicable Laws have been made. There are no Actions (other than routine claims for benefits in the Ordinary Course) pending or, to the Knowledge of the Company, currently threatened in writing with respect to any Employee Benefit Plan, other than any such Actions that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) None of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has ever maintained, sponsored, contributed to, had any obligation to contribute to, or had any Liability under or with respect to a “defined benefit plan,” as defined in Section 3(35) of ERISA, a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, or a “multiemployer plan,” as defined in Section 3(37) of ERISA. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) entitle any current or former employee or independent contractor to any payment, forgiveness of Indebtedness, vesting, distribution, or increase in benefits or compensation under or with respect to any Employee Benefit Plan or otherwise; (ii) result in any acceleration (of vesting or payment of benefits or compensation or otherwise) to any current or former employee or independent contractor; or (iii) trigger any obligation to fund any Employee Benefit Plan. (f) Other than as required under Section 4980B of the Code or other applicable Law, no Employee Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment, and the Company and its Subsidiaries have no liability under any Employee Benefit Plan to provide benefits or coverage in the nature of health, life or disability insurance to any former employee or independent contractor. (g) Each Employee Benefit Plan has been maintained and operated in documentary and operational compliance with Section 409A of the Code or an available exemption therefrom. None of the Company or any of its Subsidiaries is either a party to nor does it have any obligation under any contract or Employee Benefit Plan to compensate any Person for additional Taxes payable pursuant to Section 409A of the Code. (h) No Employee Benefit Plan is subject to the laws of any jurisdiction outside of the United States. (i) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties contained in this Section 3.17 and Section 3.16 above constitute the sole representations and warranties made by the Company in this Agreement with respect to employee benefit matters.