THE CODE) OR
ANY CONSOLIDATED, COMBINED OR UNITARY STATE OR LOCAL TAX RETURN GROUP.
(H)
NONE OF THE TRANSACTIONS CONTEMPLATED HEREBY
WILL RESULT IN A TAX TERMINATION OF GENPAR II LLC OR GENPAR ALPHA LLC UNDER
SECTION 708(B)(1)(B) OF THE CODE UNLESS SUCH ENTITY AND GENPAR II OR GENPAR
ALPHA, AS APPLICABLE, FILES A FEDERAL (AND CORRESPONDING STATE AND LOCAL) INCOME
TAX RETURN THAT INCLUDES A SECTION 754 ELECTION (AND RELATED TAX BASIS
ADJUSTMENTS CONSISTENT WITH THE PROVISIONS OF SECTION 6.5 HEREOF) FOR THE
TAXABLE PERIOD ENDING WITH THE DATE OF SUCH TAX TERMINATION.
(I)
EACH OAK HILL ENTITY IS AND HAS AT ALL
TIMES BEEN CLASSIFIED AND TREATED AS A PARTNERSHIP FOR FEDERAL INCOME TAX
PURPOSES AND IN EACH STATE AND LOCAL JURISDICTION IN WHICH IT FILES TAX
RETURNS.
EACH SUBSIDIARY HAS AT ALL TIMES BEEN A DISREGARDED ENTITY OF OHA OR
BEEN CLASSIFIED AND TREATED AS A PARTNERSHIP FOR FEDERAL, STATE AND LOCAL INCOME
TAX PURPOSES.
EXCEPT AS DISCLOSED IN SECTION 3.15(I) OF THE DISCLOSURE LETTER,
NO TAX RETURNS ARE REQUIRED TO BE FILED BY ANY SUBSIDIARY.
(J)
AS OF THE INITIAL CLOSING DATE, NONE OF
THE OAK HILL ENTITIES OWNS, DIRECTLY OR INDIRECTLY (THROUGH ONE OR MORE ENTITIES
ALL OF WHICH ARE NOT "CORPORATIONS" WITHIN THE MEANING OF SECTION 7701(A)(3) OF
THE CODE AND THE TREASURY REGULATIONS), ANY EQUITY-LIKE SECURITY OF ANY ISSUER
THAT OPERATES OR MANAGES (WITHIN THE MEANING OF SECTION 856(L)(3)(A) OF THE
CODE) A LODGING OR HEALTHCARE FACILITY OR THAT LICENSES OR OTHERWISE PROVIDES
RIGHTS TO ANY BRAND NAME
17
UNDER WHICH ANY LODGING OR HEALTHCARE FACILITY IS OPERATED, UNLESS IN EITHER
CASE THE ISSUER IS A "CORPORATION" (WITHIN THE MEANING OF SECTION 7701(A)(3) OF
THE CODE AND THE TREASURY REGULATIONS).
FOR PURPOSES OF THIS SECTION 3.15(J), A
LODGING FACILITY MEANS A HOTEL, MOTEL OR OTHER ESTABLISHMENT MORE THAN ONE-HALF
OF THE DWELLING UNITS IN WHICH ARE USED ON A TRANSIENT BASIS.
FOR PURPOSES OF
THIS SECTION 3.15(J), A HEALTHCARE FACILITY MEANS A HOSPITAL, NURSING FACILITY,
ASSISTED LIVING FACILITY, CONGREGATE CARE FACILITY, CONTINUING CARE FACILITY OR
OTHER LICENSED FACILITY WHICH EXTENDS MEDICAL OR NURSING OR SIMILAR SERVICES.
FOR PURPOSES OF THIS SECTION 3.15(J), AN EQUITY-LIKE SECURITY MEANS ANY EQUITY
INTEREST IN THE ISSUER, ANY OPTION OR WARRANT TO ACQUIRE AN EQUITY INTEREST IN
THE ISSUER, ANY DEBT SECURITY THAT THE HOLDER THEREOF AGREES TO TREAT AS EQUITY
FOR FEDERAL INCOME TAX PURPOSES AND ANY DEEPLY SUBORDINATED OR PARTICIPATING
DEBT SECURITY; PROVIDED THAT FOR THE AVOIDANCE OF DOUBT, NO OAK HILL ENTITY
SHALL BE DEEMED TO OWN AN INTEREST IN ANY EQUITY-LIKE SECURITY OWNED BY ANY
ENTITY SOLELY BY REASON OF THE EXISTENCE OF A MANAGEMENT AGREEMENT WITH RESPECT
TO THAT ENTITY.
(K)
AS OF THE INITIAL CLOSING DATE, THE OAK
HILL ENTITIES, INDIVIDUALLY AND TOGETHER, DO NOT OWN, DIRECTLY OR INDIRECTLY,
ANY TRS SECURITY TO THE EXTENT THAT THE SUM OF THE PRODUCTS OF THE OWNERSHIP
INTERESTS (EXPRESSED AS A PERCENTAGE) REPRESENTED BY THE APPLICABLE PURCHASER
PARTNERSHIP INTERESTS OR PURCHASER LLC INTERESTS IN