SUBSIDIARIES ARE NOT MANAGING ANY "PLAN ASSETS" OF ANY
CODE PLAN OR ANY ERISA PLAN, AND ARE NOT A "FIDUCIARY" WITH RESPECT TO ANY CODE
PLAN OR ANY ERISA PLAN, AND (Z) NEITHER THE EXECUTION OF THIS AGREEMENT NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL GIVE RISE TO A
NONEXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE
21
CODE; PROVIDED, HOWEVER, THAT THE FOREGOING REPRESENTATION IN CLAUSE (Z) IS MADE
ON THE BASIS OF A REPRESENTATION BY THE ISTAR PARTIES, WHICH REPRESENTATION IS
HEREBY GIVEN, THAT THE ISTAR PARTIES ARE NOT USING THE ASSETS OF ANY CODE PLAN
OR ERISA PLAN OR OTHERWISE ENGAGING IN A PROHIBITED TRANSACTION WITH RESPECT TO
ANY SUCH PLAN BY ENTERING INTO OR PERFORMING UNDER THIS AGREEMENT.
3.19
The Funds. Except as set forth in Section 3.19 of
the Disclosure Letter:
(A)
THE FUNDS ARE ALL SEPARATELY MANAGED
ACCOUNTS, COLLATERALIZED LOAN OR DEBT OBLIGATIONS OR PRIVATE INVESTMENT
VEHICLES, WHICH ARE NOT REQUIRED TO BE REGISTERED UNDER THE INVESTMENT COMPANY
ACT, FOR WHICH ANY OAK HILL ENTITY OR SUBSIDIARY ACTS AS INVESTMENT ADVISER, OR
THE LIKE.
(B)
THE FUNDS HAVE TIMELY FILED ALL FORMS,
REPORTS, REGISTRATION STATEMENTS, SCHEDULES AND OTHER DOCUMENTS, TOGETHER WITH
ANY AMENDMENTS REQUIRED TO BE MADE WITH RESPECT THERETO, THAT WERE REQUIRED TO
BE FILED WITH ANY GOVERNMENTAL AUTHORITY, AND HAVE PAID ALL FEES AND ASSESSMENTS
DUE AND PAYABLE IN CONNECTION THEREWITH, EXCEPT WHERE SUCH FAILURE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO HAVE AN
OAK HILL MATERIAL ADVERSE EFFECT.
(C)
ALL INFORMATION PROVIDED BY AN OAK HILL
ENTITY, SUBSIDIARY OR AFFILIATED PERSON EXPRESSLY FOR USE IN A FUND DOCUMENT
COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF APPLICABLE LAWS.
(D)
NO OAK HILL ENTITY OR SUBSIDIARY HAS
RECEIVED NOTICE FROM ANY GOVERNMENTAL AUTHORITY ADVISING IT OF THE INITIATION OF
AN ACTION RELATED TO THE BUSINESS OR OPERATIONS OF ANY OF THE FUNDS.
TO THE
KNOWLEDGE OF THE OAK HILL PARTIES, THERE IS NO UNRESOLVED VIOLATION, CRITICISM
OR EXCEPTION MADE IN WRITING BY ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO ANY
REPORT OR STATEMENT BY SUCH GOVERNMENTAL AUTHORITY RELATED TO ANY EXAMINATION OF
THE FUNDS.
(E)
THE DISCLOSURE LETTER LISTS THE DATES OF
AND DESCRIBES IN REASONABLE DETAIL, ALL ACTIONS RELATED TO THE FUNDS CONDUCTED
SINCE JANUARY 1, 1999 BY ANY GOVERNMENTAL AUTHORITY.
(F)
THE OAK HILL PARTIES HAVE CAUSED EACH
FUND (OTHER THAN THE SEPARATELY MANAGED ACCOUNTS AND THOSE FUNDS WHERE AUDITED
FINANCIAL STATEMENTS ARE NOT REQUIRED IN ACCORDANCE WITH THE APPLICABLE FUND
DOCUMENTS) TO PROVIDE TO THE ISTAR PARTIES ITS AUDITED BALANCE SHEETS AS OF, AND
ITS AUDITED STATEMENTS OF OPERATIONS, CHANGES IN PARTNERS' CAPITAL, CASH FLOWS
AND INVESTMENTS FOR, THE FISCAL YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31,
2002 OR, IN THE CASE OF ANY FUND THAT DID NOT EXIST PRIOR TO THE END OF ANY OF
SUCH YEARS, ANY SUCH FINANCIAL STATEMENTS FOR EACH OF SUCH FISCAL YEARS DURING
WHICH SUCH FUND