Common use of Benefit Plans; Employees Clause in Contracts

Benefit Plans; Employees. (a) Schedule 3.17(a) of the Partnership Disclosure Schedule contains a true and complete list of each material “employee benefit plan” within the meaning of Section 3(3) of ERISA and each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other equity-based incentive, severance, termination, change in control, retention, employment, hospitalization or other medical, life or insurance, disability, other welfare, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement (including employment agreements between any Group Entity and any of the top 25 employees and officers of the Group Entities, based on aggregate compensation for the year ended December 31, 2011), and each other material employee compensation or benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to by the Group Entities for the benefit of any current or former employee, officer or director of the Group Entities and with respect to which the Group Entities have or could have any liability (the “Plans”). (b) With respect to each Plan, the Partnership has made available to Buyers true and complete copies of, to the extent applicable: (i) each Plan document (or, if not written, a written summary of its material terms) and any proposed amendments, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series or equivalent if required under applicable law), including all exhibits and attachments thereto, (iv) the most recent determination or opinion letter, if any, issued by the IRS and any pending request for such a letter and (v) any material correspondence with, and all non-routine filings made with any Governmental Authority. (c) No Group Entities or any trade or business, whether or not incorporated, that together with any of the other Group Entities would be deemed a “controlled group of corporations,” as defined in Section 414(b) of the Code or a group of entities under “common control,” as defined in Section 414(c) of the Code (an “ERISA Affiliate”), (i) has maintained, established, sponsored, participated in or contributed to any Plan that is (A) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code or (B) a “multiemployer plan” as defined in Section 3(37) of ERISA or (ii) has incurred any liability or had a lien imposed under Title IV of ERISA or Section 412 of the Code, in each case which has or could reasonably be expected to have a Partnership Material Adverse Effect. (d) Each Plan has been operated, maintained and administered in compliance with its terms and in all material respects with the requirements of all applicable Laws, including ERISA and the Code. (e) Each Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified, has received a favorable determination or opinion letter from the IRS as to its qualification, and there are no circumstances that would reasonably be expected to result in the loss of such qualification under Section 401(a) of the Code. (f) No Plan provides death or medical benefits (whether or not insured), with respect to any current or former employee, officer or director of the Partnership or any ERISA Affiliate, or any spouse or dependant of such person, after retirement or any other termination of service (other than coverage mandated by applicable Laws). (g) Except as disclosed in Schedule 3.17(g) of the Partnership Disclosure Schedule, neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with any other event, (i) result in any payment becoming due to any current or former employee, officer or director of any Group Entity, (ii) increase any benefits under any Plan, (iii) result in the acceleration of the time of payment, vesting or funding of, or other rights in respect of, any benefits under any Plan, or (iv) result in any payment or benefit that will or may be made by any Group Entity that may be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code. (h) There are no pending or, to the knowledge of the Partnership, threatened or anticipated actions, suits or claims by or on behalf of or with respect to any Plan, by any employee, officer or beneficiary under any such Plan or otherwise involving any such Plan (other than routine claims for benefits). (i) Each Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code and that is subject to Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder during the respective time periods in which such operational or documentary compliance has been required. (j) No Plan is under audit or investigation by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation, nor, to the knowledge of the Partnership, is any such audit or investigation pending or threatened. (k) Except as disclosed on Schedule 3.17(k) of the Partnership Disclosure Schedule, to the knowledge of the Partnership, no Group Entity has retained the services of an individual through an “independent contractor” (or similar) arrangement.

Benefit Plans; Employees. (a) (i) Schedule 3.17(a5.18(a) of the Partnership Disclosure Schedule contains a true true, correct and complete list of each material “employee benefit plan” within the meaning of Section 3(3) of ERISA and each material bonus, deferred compensation, carried interest, incentive compensation, stock purchase, stock option, stock appreciation right or other equity-based incentive, severance, termination, change in control, retention, employment, hospitalization or other medical, life or insurance, disability, other welfare, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement (including employment agreements between any Group Entity and any of the top 25 employees and officers of the Group Entities, based on aggregate compensation for the year ended December 31, 2011)arrangement, and each other material employee compensation or benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to by the Group Entities for the benefit of any current or former employee, officer or director of the Group Entities and with respect to which the Group Entities have Digital Colony Companies or could have any liability (the “Plans”). (b) With respect to each Plan, the Partnership has made available to Buyers true and complete copies of, to the extent applicable: (i) each Plan document (or, if not written, a written summary of its material terms) and any proposed amendments, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series or equivalent if required under applicable law), including all exhibits and attachments thereto, (iv) the most recent determination or opinion letter, if any, issued by the IRS and any pending request for such a letter and (v) any material correspondence with, and all non-routine filings made with any Governmental Authority. (c) No Group Entities or any trade or business, whether or not incorporated, that together with any of the other Group Entities Digital Colony Companies would be deemed a “controlled group of corporations,single employer” as defined in under Section 414(b) of the Code or a group of entities under “common control,” as defined in Section 414(c) 414 of the Code (an “ERISA Affiliate”) for the benefit of any current or former employee or director of any of the Digital Colony Companies or any ERISA Affiliate and with respect to which any of the Digital Colony Companies have or could have any material liability (including joint, several or contingent liability) (the “Plans”), and (ii) with respect to each Plan, the Digital Colony Companies have made available to Buyer complete copies of (to the extent applicable) (w) the Plan document (or if no written plan exists, a written summary of the material terms of such Plan), (x) the most recent summary plan description and summary of any material modifications, (y) the most recent determination or opinion LA_LAN01:362972.20 letter issued by the IRS, and (z) all material correspondence, and all non-routine filings made, with any Governmental Authority within the last three (3) years. (b) Neither the Digital Colony Companies nor any ERISA Affiliate has in the last six (6) years (i) has maintained, established, sponsored, participated in or contributed to any Plan that is (A) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code or (B) a “multiemployer plan” as defined in Section 3(37) of ERISA Code, or (ii) has incurred any liability or had a lien imposed under Title IV of ERISA or Section 412 of the Code, . (c) No Plan is a “multiemployer plan,” as defined in each case which has or could reasonably be expected to have a Partnership Material Adverse EffectSection 3(37) of ERISA. (d) None of the Digital Colony Companies or their ERISA Affiliates, nor any trustee or administrator thereof, has engaged, in connection with any Plan or any trust created thereunder, in a transaction or has taken or failed to take any action in connection with which any of the Digital Colony Companies reasonably could be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (e) Each Plan of the Plans has been operated, maintained operated and administered in material compliance with its terms and in all material respects compliance with the requirements of all applicable Laws, including ERISA and the Code. (ef) Each Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualifiedqualified and, has received a favorable determination or opinion letter from the IRS as to its qualification, and there are no circumstances that would could reasonably be expected to result in the loss of adversely affect such qualification under Section 401(a) of the Code. (fg) No Plan provides death benefits, including death, life insurance or medical benefits (whether or not insured), with respect to any current or former employee, officer or director employees of the Partnership any Digital Colony Company or any ERISA Affiliate, or any spouse or dependant of such person, Affiliate after retirement or any other termination of service (other than (i) coverage mandated by applicable Laws, (ii) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, or (iii) deferred compensation benefits accrued as liabilities on the books of any Digital Colony Company or any ERISA Affiliate). (gh) Except as disclosed in Schedule 3.17(g) of the Partnership Disclosure Schedule5.18(h), neither the execution of this Agreement nor the consummation of the Contemplated Transactions willwill not, either alone or in combination with any other eventevent or the passage of time, (i) result in entitle any payment becoming due to any member, current or former employee, officer officer, director, independent contractor or director consultant of any Group EntityDigital Colony Company to transaction or special bonus payments, severance pay, unemployment compensation or any other similar bonus or termination payment (other than severance pay required under any Law), or (ii) increase any benefits under any Plan, (iii) result in the acceleration of accelerate the time of payment, vesting payment or funding ofvesting, or other rights in respect ofmaterially increase the amount of or otherwise enhance any benefit due any such member, any benefits under any Planemployee, officer, director, independent contractor or (iv) result in any payment or benefit that will or may be made by any Group Entity that may be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Codeconsultant. (hi) There As of the date hereof, there are no pending ormaterial pending, to the knowledge of the Partnership, or threatened or anticipated actions, suits or claims in writing by or on behalf of or with respect to any Plan, by any employee, officer employee or beneficiary under any such Plan or otherwise involving any such Plan (other than routine claims for benefits).. LA_LAN01:362972.20 (ij) Each Plan that constitutes in any part a “nonqualified deferred compensation plan within plan” (as such term is defined in Section 409A(d)(1) of the meaning Code and the guidance thereunder) under which any of the Digital Colony Companies makes, is obligated to make, promises to make or has any liability (including joint, several or contingent liability) to make payments is in operational and documentary compliance in all material respects with the requirements of Section 409A of the Code and the guidance thereunder. No Plan or other arrangement obligates or binds any of the Digital Colony Companies to compensate or indemnify any Person in connection with taxes that is subject to may be imposed on such person under Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder during the respective time periods in which such operational or documentary compliance has been requiredCode. (jk) No As of the date of this Agreement, no Plan is under audit or investigation by the IRSInternal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation, nor, to the knowledge of the Partnership, nor is any such audit or investigation pending or threatened. (kl) Except as disclosed set forth on Schedule 3.17(k) 5.18(l), none of the Partnership Disclosure Schedule, performance fees or management fees to which any Digital Colony Company is entitled would be subject to increased taxation under Section 457A or Section 409A of the Code. (m) The Digital Colony Companies have made available to the knowledge Buyer a list of all individuals at the level of “managing director” of the PartnershipDigital Colony Companies as of the Closing Date, no Group Entity including title, job description, start date, current salary and incentive bonus target, if any, and other compensation information payable to such employees. (n) The Digital Colony Companies are in compliance in all material respects with applicable Laws governing worker classification. No such Person has retained the services of an individual through an “independent contractor” (or similar) arrangementbeen improperly excluded from any Plan.

Benefit Plans; Employees. (a) Schedule 3.17(a5.13(a) of the Partnership Disclosure Schedule contains a true and complete list of lists each material “employee benefit plan” (within the meaning of Section 3(3) of ERISA and each material bonusthe Employee Retirement Income Security Act of 1974, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other equity-based incentive, severance, termination, change in control, retention, employment, hospitalization or other medical, life or insurance, disability, other welfare, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement as amended (including employment agreements between any Group Entity and any of the top 25 employees and officers of the Group Entities, based on aggregate compensation for the year ended December 31, 2011“ERISA”)), and each any other material employee compensation benefit or benefit plan, program, incentive plan or agreement sponsored or arrangement, sponsored, maintained by Kxxxxxx and its Subsidiaries (or contributed to by the Group Entities which Kxxxxxx or any of its Subsidiaries has or had any obligation to contribute) for the benefit of current and former employees of Kxxxxxx and its Subsidiaries (other than any current plans required by the law of any applicable jurisdiction to be sponsored or former employeemaintained) (such employees, officer or director of the Group Entities and with respect to which the Group Entities have or could have any liability (the “Kxxxxxx Employees” and such plans and arrangements, the “Kxxxxxx Plans”). Copies or descriptions of the Kxxxxxx Plans have been or will be furnished or made available to the Buyer. (b) With respect to each Plan, the Partnership has made available to Buyers true and complete copies of, to the extent applicable: (i) each Plan document (or, if not written, a written summary of its material terms) and any proposed amendments, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series or equivalent if required under applicable lawExcept as set forth on Schedule 5.13(b), including each Kxxxxxx Plan (and each related trust, insurance contract or fund) has been maintained, funded and administered in all exhibits and attachments thereto, (iv) material respects in compliance with the most recent determination or opinion letter, if any, issued by the IRS and any pending request for terms of such a letter and (v) any material correspondence with, plan and all non-routine filings made with any Governmental AuthorityApplicable Laws. (c) No Group Entities None of Kxxxxxx or any trade or business, whether or not incorporated, that together of its Subsidiaries has within the most immediately preceding five (5) years with respect to any of the other Group Entities would be deemed Kxxxxxx Plan incurred a material liability arising from a “controlled group of corporations,reportable event” (as defined such term is used in Section 414(b) 4043 of the Code or a group of entities under ERISA), “common control,prohibited transaction” (as defined such term is used in Section 414(c) of the Code (an “ERISA Affiliate”), (i) has maintained, established, sponsored, participated in or contributed to any Plan that is (A) subject to Title IV of ERISA, Section 302 406 of ERISA or Section 412 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)) or “accumulated funding deficiency” (Bas such term is used in Section 412 or 4971 of the Code). (d) No material litigation or administrative or other proceeding involving any Kxxxxxx Plan has, as of the date hereof, occurred or, to the knowledge of Kxxxxxx, is threatened (other than routine claims for benefits by participants). (e) Neither Kxxxxxx nor any of its Subsidiaries contributes to a “multiemployer plan” as defined in (within the meaning of Section 3(37) of ERISA), and neither Kxxxxxx or any Subsidiary nor any member of the group required to be aggregated with Kxxxxxx or any of its Subsidiaries for purposes of Title IV of ERISA has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied in an amount which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (iif) Except as set forth on Schedule 5.13(f), neither Kxxxxxx nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar labor agreement, and there are no existing or, to the knowledge of Kxxxxxx, threatened material labor disputes involving the current employees of Kxxxxxx or any of its Subsidiaries. (g) Except as set forth on Schedule 5.13(g), with respect to each Kxxxxxx Plan that is a defined benefit pension plan, the present value of all vested and non-vested accrued benefits under such plan, based upon the actuarial assumptions used in the most recent actuarial report prepared by such plan’s actuary (determined in accordance with PBGC methods, factors, and assumptions applicable to a defined benefit plan terminating on the date for determination) with respect to such plan did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. No such plan has been completely or partially terminated. No proceeding by the PBGC to terminate any such plan has been instituted or, to the knowledge of Kxxxxxx, threatened. Neither Kxxxxxx nor any of its Subsidiaries has incurred any liability to the PBGC or had a lien imposed otherwise under Title IV of ERISA or Section 412 of the Code, in each case which has or could reasonably be expected to have a Partnership Material Adverse Effect. (d) Each Plan has been operated, maintained and administered in compliance with its terms and in all material respects with the requirements of all applicable Laws, including ERISA and the Code. (e) Each Plan that is intended to be “qualified” within the meaning of Section 401(a) of under the Code is so qualifiedwith respect to any such defined benefit plan that has not been satisfied in full, has received a favorable determination or opinion letter from and, to the IRS as to its qualificationknowledge of Sellers, and there are no circumstances circumstance exists that would reasonably be expected to result in the loss of such qualification under Section 401(a) of the Codea liability. (f) No Plan provides death or medical benefits (whether or not insured), with respect to any current or former employee, officer or director of the Partnership or any ERISA Affiliate, or any spouse or dependant of such person, after retirement or any other termination of service (other than coverage mandated by applicable Laws). (g) Except as disclosed in Schedule 3.17(g) of the Partnership Disclosure Schedule, neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with any other event, (i) result in any payment becoming due to any current or former employee, officer or director of any Group Entity, (ii) increase any benefits under any Plan, (iii) result in the acceleration of the time of payment, vesting or funding of, or other rights in respect of, any benefits under any Plan, or (iv) result in any payment or benefit that will or may be made by any Group Entity that may be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code. (h) There are no pending or, to the knowledge of the Partnership, threatened or anticipated actions, suits or claims by or on behalf of or with respect to any Plan, by any employee, officer or beneficiary under any such Plan or otherwise involving any such Plan (other than routine claims for benefits). (i) Each Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code and that is subject to Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder during the respective time periods in which such operational or documentary compliance has been required. (j) No Plan is under audit or investigation by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation, nor, to the knowledge of the Partnership, is any such audit or investigation pending or threatened. (k) Except as disclosed on Schedule 3.17(k) of the Partnership Disclosure Schedule, to the knowledge of the Partnership, no Group Entity has retained the services of an individual through an “independent contractor” (or similar) arrangement.

Benefit Plans; Employees. (a) Schedule 3.17(aSection 3.11(a) of the Partnership Company Disclosure Schedule contains Letter sets forth a true and complete list of each material “employee benefit plan” (within the meaning of Section section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and “multiemployer plan” (within the meaning of ERISA and each material bonussection 3(37)), deferred compensation, incentive compensation, all stock purchase, stock option, stock appreciation right or other equity-based incentive, severance, termination, change in control, retention, employment, hospitalization change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other medicalarrangements, life whether or insurance, disability, other welfare, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement not subject to ERISA (including employment agreements between any Group Entity and funding mechanism therefor) that provides benefits to any employee or former employee of the top 25 employees and officers of the Group Entities, based on aggregate compensation for the year ended December 31, 2011), and each other material employee compensation Company or benefit plan, program, agreement its Subsidiaries or arrangement, sponsored, maintained or contributed to by the Group Entities for the benefit of any current or former employee, officer or director of the Group Entities and otherwise with respect to which the Group Entities have Company or could have its Subsidiaries has any liability (present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Company Plans”). (b) ” With respect to each Company Plan, the Partnership Company has furnished or made available to Buyers true Parent a current, accurate and complete copies ofcopy thereof and, to the extent applicable: (i) each Plan document (or, if not written, a written summary of its material terms) and any proposed amendments, related trust agreement or other funding instrument; (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series or equivalent if required under applicable law), including all exhibits and attachments thereto, (iv) the most recent determination letter of the Internal Revenue Service (the “IRS”), if applicable; (iii) any summary plan description; (iv) if applicable, for the most recent year (A) the Form 5500 and attached schedules for the three most recent plan years, (B) audited financial statements of such Company Plan, and (C) actuarial valuation reports; (v) all plan documents and amendments and any written policies and/or procedures used in plan administration; (vi) any summaries of material modifications; (vii) administrative service agreements, HIPAA business associate agreements; and (viii) in the case of a Plan that is a “group health plan” as defined in Code Section 5000(b)(1), general notification to employees of their rights under Code Section 4980B, form of letter(s) distributed upon the occurrence of a qualifying event described in Code Section 4980B, HIPAA policies and procedures, HIPAA notice of privacy practices. (b) Each Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination, advisory or opinion letter, if anyas applicable, issued by from the IRS that it is so qualified and any pending request for nothing has occurred since the date of such a letter and (v) any material correspondence with, and all non-routine filings made with any Governmental Authoritythat would reasonably be expected to cause the loss of such qualified status of such Company Plan. (c) No Group Entities or any trade or business, whether or not incorporated, that together with any of the other Group Entities would be deemed a “controlled group of corporations,” as defined in Section 414(b) of the Code or a group of entities under “common control,” as defined in Section 414(c) of the Code (an “ERISA Affiliate”), (i) has maintained, established, sponsored, participated in or contributed to any Company Plan that is (A) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code or (B) a “multiemployer plan” as defined in Section 3(37) of ERISA or (ii) has incurred any liability or had a lien imposed under Title IV of ERISA or Section 412 of the Code, is a multiemployer plan within the meaning of Section 3(37) of ERISA, is a multiple employer welfare arrangement (as defined in each case Section 3(40) of ERISA), or is a multiple employer plan within the meaning of Section 210, 4063, or 4064 of ERISA or Section 413(c) of the Code. The Company and its Subsidiaries have never made any contributions to any plan which is subject to Title IV of ERISA or Section 412 of the Code, is a multiemployer plan within the meaning of Section 3(37) of ERISA, is a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA), or is a multiple employer plan within the meaning of Section 210, 4063, or 4064 of ERISA or Section 413(c) of the Code, has or could reasonably be expected never been a member of a controlled group which contributed to have a Partnership Material Adverse Effectany such plan, and has never been under common control with an employer which contributed to any such plan. (d) Each Company Plan has been operated, maintained established and administered in compliance all material respects in accordance with its terms and in all material respects compliance with the requirements applicable provisions of ERISA, the Code, and all applicable LawsLaws and no prohibited transaction, including as described in Section 406 of ERISA and or Section 4975 of the Code. (e) Each Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified, has received a favorable determination or opinion letter from the IRS as occurred with respect to its qualification, and there are no circumstances any Company Plan that would reasonably be expected to result in material liability to the loss of such qualification under Section 401(aCompany. (e) Each Company Plan and related trust agreement, annuity contract or other funding instrument is legal, valid and binding and in full force and effect, and there are no defaults thereunder. None of the Coderights of the Company thereunder will be impaired by the consummation of the transactions contemplated by this Agreement, and all of the rights of the Company thereunder will be enforceable by Parent at or after the Closing without the consent or agreement of any other party. Each Company Plan (including any Company Plan covering former employees and retirees of the Company) may be amended or terminated by the Company or Parent on or at any time after the Closing Date. (f) No All contributions required to be made under the terms of any Company Plan provides death have been timely made or medical benefits (whether or not insured), have been accrued in accordance with the terms of the applicable Company Plan and applicable Laws. All contributions with respect to any current the Company Plans for all periods ending prior to the Closing Date will be made prior to the Closing Date in accordance with past practice and the recommended contribution in the applicable actuarial report. All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Company Plans for policy years or former employee, officer other applicable policy periods ending on or director of before the Partnership or any ERISA Affiliate, or any spouse or dependant of such person, after retirement or any other termination of service (other than coverage mandated by applicable Laws)Closing Date. (g) Except as disclosed in Schedule 3.17(gThere is no Action (including any investigation, audit or other administrative proceeding) pending, or to the Knowledge of the Partnership Disclosure ScheduleCompany, neither threatened in writing, relating to the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with any other event, (i) result in any payment becoming due to any current or former employee, officer or director of any Group Entity, (ii) increase any benefits under any Plan, (iii) result in the acceleration of the time of payment, vesting or funding of, or other rights in respect ofCompany Plans, any benefits under any Plan, or (iv) result in any payment or benefit that will or may be made by any Group Entity that may be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code. (h) There are no pending or, to the knowledge of the Partnership, threatened or anticipated actions, suits or claims by or on behalf of or fiduciaries thereof with respect to their duties to the Company Plans or the assets of any Plan, by any employee, officer or beneficiary of the trusts under any such Plan or otherwise involving any such Plan of the Company Plans (other than routine claims for benefits). (ih) Each Company Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code and that is subject to Section 409A of the Code has been operated complied in form and maintained in all material respects in operational and documentary compliance operation with the requirements of Section 409A of the Code as in effect from time-to-time and applicable guidance thereunder during no employee, former employee, or individual who has provided services to the respective time periods in which such operational Company or documentary compliance any Subsidiary is or has been requiredsubject to any Tax or penalty under Code Section 409A due to a documentary or operational failure thereunder. (i) The Company does not maintain any Company Plan or other benefit arrangement covering any employee or former employee outside of the United States and has never been obligated to contribute to any such plan. (j) No Plan is The Company has no liability or obligation to provide life, medical or other welfare benefits to former or retired employees, other than under audit COBRA or investigation by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation, nor, to the knowledge of the Partnership, is any such audit or investigation pending or threatenedsimilar state law. (k) Except With respect to any Company Plan that is a welfare benefit plan within the meaning of ERISA Section 3(1): (i) each such Company Plan which is intended to meet the requirements for tax-favored treatment under Subchapter B of Chapter 1 of the Code meets such requirements; (ii) there is no disqualified benefit (as disclosed on Schedule 3.17(ksuch term is defined in Code Section 4976(b) which would subject the Company or Parent to a tax under Code Section 4976(a); (iii) each and every such Company Plan which is a group health plan (as such term is defined in Code Section 5001(b) including any plans of affiliates of the Company that must be taken into account under Code Sections 4980B and 4980D) complies and in each and every case has been operated in compliance with the applicable requirements of Code Section 4980B, Title I, Part 6 of ERISA, HIPAA and any applicable state and local laws; and (iv) to the extent applicable, each such Company Plan is in compliance with Section 1862(b)(1)(A)(i) of the Partnership Social Security Act and the Company does not have any liability for any excise tax imposed by Code Section 5000. (l) The Company and its Subsidiaries have made an offer of affordable minimum essential coverage to their respective employees in the manner contemplated under Section 4980H of the Code to the extent required to avoid the adverse tax consequences thereunder, and neither the Company nor any of its Subsidiaries is otherwise liable or responsible for any assessable payment, taxes, or other penalties under Section 4980H of the Code or otherwise under the Affordable Care Act or in connection with requirements relating thereto. (m) Except as set forth in Section 3.11(m) of the Company Disclosure ScheduleLetter, the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event) will not (i) entitle any current or former Company employee to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to any current or former Company employee, or (iii) give rise to the payment of any amount (whether in cash, property, the vesting of property or otherwise) that would not be deductible pursuant to Code Section 280G. No Company Plan provides for the gross-up or reimbursement of Taxes under Section 409A or Section 4999 of the Code. (n) No unfair labor practice charge or complaint is pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other labor relations tribunal or authority. No labor union or labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, and no representation or certification proceedings or petitions seeking a representation proceeding are presently pending or, to the knowledge Knowledge of the PartnershipCompany, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Neither the Company nor any of its Subsidiaries is (i) a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor union or other labor organization, or (ii) as of the date of this Agreement, engaged in any negotiation with any labor union or other labor organization. There is no Group Entity has retained pending or, to the services Knowledge of an individual through an “independent contractor” the Company, threatened labor strike, picketing, refusal to cross picket lines, walk-out, work stoppage or lockout involving the Company or any of its Subsidiaries. To the Knowledge of the Company, there have been no activities or proceedings of any labor union to organize any of the employees of the Company or any of its Subsidiaries. (o) The Company and each of its Subsidiaries is in material compliance with all applicable Laws and Contracts relating to employment, employment practices, compensation, immigration, employee leave, benefits, hours, terms and conditions of employment, and the termination of employment, including the proper classification of employees as exempt or similar) arrangementnonexempt under applicable wage-and-hour Laws, the proper classification of individuals as contractors or employees, unemployment insurance, discrimination, withholding and reporting, civil rights, safety and health, workers’ compensation, collective dismissals and the Worker Adjustment and Retraining Notification Act (and any applicable, similar foreign, state or local Laws).

Benefit Plans; Employees. (a) Schedule 3.17(a4.19(a) of the Partnership Disclosure Schedule contains a true and complete list of lists each material Plan and indicates each such Plan that is a Non-U.S. Plan. For purposes of this Agreement, “Plan” means each “employee benefit plan” within the meaning of Section 3(3) of ERISA ERISA, whether or not subject to ERISA, and each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right right, phantom equity or other equity-based incentive, severance, termination, change in control, retention, employment, consulting, hospitalization or other medical, dental, vision, life or insurance, disability, paid vacation, paid sick time or other paid time off, fringe benefit or other welfare, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, defined benefit pension, retiree medical or welfare program, agreement or arrangement (including employment agreements between any Group Entity and any of the top 25 employees and officers of the Group Entities, based on aggregate compensation for the year ended December 31, 2011)arrangement, and each other material employee compensation or benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be maintained or contributed to by the either a Company Group Entities for the benefit of any current Entity or former employee, officer or director of the Group Entities and with respect to which the Group Entities have or could have any liability (the “Plans”). (b) With respect to each Plan, the Partnership has made available to Buyers true and complete copies of, to the extent applicable: (i) each Plan document (or, if not written, a written summary of its material terms) and any proposed amendments, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series or equivalent if required under applicable law), including all exhibits and attachments thereto, (iv) the most recent determination or opinion letter, if any, issued by the IRS and any pending request for such a letter and (v) any material correspondence with, and all non-routine filings made with any Governmental Authority. (c) No Group Entities or any trade or business, whether or not incorporated, that together with any of the other Company Group Entities Entity would be deemed a “controlled group of corporations,single employer” as defined in under Section 414(b) of the Code or a group of entities under “common control,” as defined in Section 414(c) 414 of the Code (an “ERISA Affiliate”) for the benefit of any current or former member, director or other individual service provider of either a Company Group Entity or any ERISA Affiliate, or any of their respective dependents or beneficiaries, or with respect to which any a Company Group Entity has or could have any material liability (including joint, several or contingent liability), in each case, whether written or unwritten, qualified or nonqualified, funded or unfunded but excluding any statutory or government mandated plans (the “Plans”). With respect to each Plan listed on Schedule 4.19(a), the Companies have provided to Acquiror complete copies of, to the extent applicable (i) the Plan document, adoption agreement, and all amendments thereto (or if no written plan exists, a written summary of the material terms of such Plan), (ii) the summary plan description and summary of any material modifications; (iii) the most recent determination or opinion letter issued by the IRS; (iv) the most recent annual report filed with any Governmental Authority (e.g., Form 5500 and all schedules thereto); (v) non-discrimination testing results for the most recent three (3) plan years; (vi) all trust agreements, insurance contracts and other funding agreements (including group annuity contracts, insurance policies, administrative services contracts and investment management agreements) related to such Plan and the most recent actuarial valuation or financial statements; and (vii) all material correspondence, and all non-routine filings made, with any Governmental Authority within the three (3) years preceding the date hereof. (b) Except as disclosed on Schedule 4.19(b), at no time have either any Company Group Entity or any ERISA Affiliate (i) has maintained, established, sponsored, participated in or contributed to any Plan that is (A) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code or (B) a “multiemployer plan” as defined in Section 3(37) of ERISA or (ii) has incurred any liability or had a lien imposed under Title IV of ERISA or Section 412 of the Code. (c) Except as disclosed on Schedule 4.19(c), within the last three (3) years, no Company Group Entity or any ERISA Affiliate thereof has maintained, sponsored, participated in each case which has or could reasonably be expected contributed to have any Plan that is a Partnership Material Adverse Effect(i) “multiemployer plan,” as defined in Section 3(37) of ERISA (each, a “Multiemployer Plan”), (ii) “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA or (iii) a “multiple employer plan” as defined in Section 210 of ERISA or Section 413(c) of the Code. (d) Each Except as would not result in material liability to the Company Group Entities taken as a whole, within the last three (3) years no Company Group Entity has engaged in a transaction or has taken or failed to take any action with respect to a Plan in connection with which the Company Group Entity would reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502 of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (e) Except as would not result in material liability to the Company Group Entities taken as a whole, each of the Plans has been operatedadopted, maintained operated and administered in compliance with its terms and in all material respects compliance with the requirements of all applicable Laws, including ERISA and the Code. (ef) Each Except as would not result in material liability to the Company Group Entities taken as a whole, each Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualifiedqualified and to the Knowledge of the Companies, has received a favorable determination or opinion letter from the IRS as to its qualification, and there are no circumstances that would could reasonably be expected to result in the loss of adversely affect such qualification under Section 401(a) of the Code or result in the imposition of any liability, penalty or tax under ERISA or the Code. (fg) No Except as would not result in material liability to the Company Group Entities taken as a whole or as disclosed on Schedule 4.19(g), no Plan provides death death, life insurance or medical or welfare benefits (whether or not insured), ) with respect to any current or former employeemember, officer officer, director, employee or director other individual service provider, or any beneficiary thereof, of the Partnership any Company Group Entity or any ERISA Affiliate, or any spouse or dependant of such person, Affiliate after retirement or any other termination of service (other than (i) coverage mandated by under Section 4980B of the Code, Part 6 of Title I of ERISA or any other applicable LawsLaws or (ii) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA). (gh) Except as disclosed in on Schedule 3.17(g) of the Partnership Disclosure Schedule4.19(h), neither the execution of this Agreement nor the consummation of the Transactions willwill not, either alone or in combination with any other eventevent or the passage of time, (i) result in any payment becoming due to entitle any current or former employee, officer member or director partner of any Company Group EntityEntity to transaction or special bonus payments, severance pay or any other similar bonus or termination payment under any Plan or otherwise or (ii) increase any benefits under any Plan, (iii) result in the acceleration of accelerate the time of payment, vesting funding or funding ofvesting, or other rights in respect ofincrease the amount of or otherwise enhance any benefit or compensation due any such member, any benefits employee, officer, director, independent contractor or consultant under any Plan. (i) Except as disclosed on Schedule 4.19(i), or (iv) result in any payment no amount or benefit that will or may be made received (whether in cash or property or the vesting of property), as a result of the consummation of the Transactions by any member, employee, director or other individual service provider of any Company Group Entity that may under any Plan or otherwise would not be characterized as an “excess parachute payment” within the meaning deductible by reason of Section 280G(b)(1) 280G of the Code or would be subject to an excise tax under Section 4999 of the Code. No Company Group Entity has any indemnity or gross-up obligation on or after the Closing Date for any Taxes imposed under Section 4999 or 409A of the Code. (hj) There Except as would not result in material liability to the Company Group Entities taken as a whole, there are no pending pending, threatened or, to the knowledge Knowledge of the PartnershipCompanies, threatened or anticipated actions, suits or material claims by or on behalf of or with respect to any Plan, by any employeeparticipant, officer beneficiary or beneficiary alternate payee under any such Plan or otherwise involving any such Plan (other than non-material routine claims for benefits). (ik) Each Plan that constitutes in any part a nonqualified deferred compensation plan within To the meaning of Section 409A Knowledge of the Code and that is subject Companies, except as would not result in material liability to Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder during the respective time periods in which such operational or documentary compliance has been required. (j) No Company Group Entities taken as a whole, no Plan is under audit or investigation by the IRSInternal Revenue Service, the Department of Labor or Labor, the Pension Benefit Guaranty CorporationCorporation or other Governmental Authority, nor, nor to the knowledge Knowledge of the PartnershipCompanies, is any such audit or investigation pending or threatened. (kl) Except as disclosed on Schedule 3.17(kwould not result in material liability to the Company Group Entities taken as a whole, none of the performance fees or management fees to which any Company Group Entity is entitled have been deferred under a nonqualified deferred compensation plan of a nonqualified entity within the meaning of Section 457A of the Code. (m) Except as would not result in material liability to the Company Group Entities taken as a whole, all payments required by each Plan or by Law (including all contributions, distributions, reimbursements, insurance premiums or intercompany charges) with respect to all prior periods have been made or provided for by the applicable Company Group Entity in accordance with the provisions of each of the Plans, applicable Law and GAAP. (n) Except as would not reasonably be expected to be material to any Company Group Entity, taken as a whole, to the Knowledge of the Companies, (i) each Plan that is a health plan that is subject to the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “2010 Health Care Law”) is in compliance therewith; (ii) the operation of each Plan that is a health plan that is subject to the 2010 Health Care Law has not, with respect to periods prior to the Closing Date, resulted in the incurrence of any penalty or Tax to any Company Group Entity pursuant to the 2010 Health Care Law; (iii) there is not, with respect to periods prior to the Closing Date, any liability or excise tax under Section 4980H(a) of the Partnership Disclosure ScheduleCode; and (iv) for periods prior to the Closing Date, it is not anticipated that any Company Group Entity will incur a penalty or excise tax under Section 4980H(b) of the Code or that any Company Group Entity has a reporting obligation or will incur a excise tax under Section 4980D of the Code. The Company Group Entities, or their designees, shall prepare, file and distribute all Forms 1094-C and 1095-C for 2023 and, at Closing, the Company Group Entities shall transfer to Acquiror all prior year and current year data required for reporting under Code Sections 6055 and 6056, as applicable, to the knowledge extent such transfer is permitted by Law. (o) Except as set forth on Schedule 4.19(o), no Tax penalties or additional Taxes have been imposed or would be reasonably expected to be imposed on any member, current or former employee, officer, director, independent contractor or consultant of any Company Group Entity, and no acceleration of Taxes has occurred or would be reasonably expected to occur with respect to any member, current or former employee, officer, director, independent contractor or consultant of any Company Group Entity, in each case as a result of a failure to comply with Section 409A of the PartnershipCode with respect to any Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code. (p) Except as would not result in material liability to the Company Group Entities taken as a whole, each Non-U.S. Plan has, to the extent intended or required to be qualified, approved or registered by or with a Governmental Authority, been so qualified, approved or registered by or with such Governmental Authority and, to the Knowledge of the Companies, no condition or circumstance exists that would reasonably be expected to jeopardize such qualification, approval or registration, as applicable. To the Knowledge of the Companies, there is no unfunded benefit liability attributable to any Non-U.S. Plan. (q) Except as would not result in material liability to the Company Group Entities taken as a whole, (i) no current or former director, officer, employee, independent contractor or other individual service provider of any Company Group Entity has retained any rights in connection with an occupational pension scheme which have become obligations or liabilities of any Company Group Entity pursuant to the services UK Transfer of Undertakings (Protection of Employment) Regulations 2006 or the Acquired Rights Directives (EC Directive 2001/23/EC), and (ii) no Company Group Entity has ever been an employer under, connected with or an associate of an individual through employer under, or has any liability in relation to, an “independent contractor” occupational pension scheme (such terms having the meanings given to them for the purposes of sections 38 to 51 of the UK Pensions Act 2004 other than a money purchase pension scheme (as such term is defined in the UK Pension Schemes Act 1993). (r) There have been no loans made to or for the benefit of any current or former officer or employee of any Company Group Entity who is resident for tax purposes in the United Kingdom or is otherwise subject to tax under the laws of the United Kingdom (or similaranyone linked with such individual) arrangementby a third party which has given or could give rise to a charge under Part 7A of the Income Tax (Earnings and Pensions) Act 2003.