COMBINED STATEMENT OF OPERATIONS, FOR THE NINE-MONTH PERIOD
ENDED SEPTEMBER 30, 2004 (COLLECTIVELY, THE "UNAUDITED INTERIM FINANCIAL
STATEMENTS").
THE UNAUDITED INTERIM FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL
MATERIAL RESPECTS, IN CONFORMITY WITH GAAP, THE FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF OHA FOR SUCH PERIOD AND DATE COVERED THEREBY, EXCEPT FOR
ADJUSTMENTS AND ACCRUALS WHICH ARE NORMALLY MADE AT YEAR END AND THE ABSENCE OF
FOOTNOTE DISCLOSURES THERETO.
15
(B)
EXCEPT AS SET FORTH IN SECTION 3.14(B) OF
THE DISCLOSURE LETTER, OHA AND ITS SUBSIDIARIES DO NOT HAVE ANY LIABILITIES OR
OBLIGATIONS OF THE KIND REQUIRED TO BE RECORDED OR REFLECTED ON A BALANCE SHEET,
INCLUDING ANY NOTES THERETO, UNDER GAAP, WHETHER ABSOLUTE, ACCRUED, ASSERTED OR
UNASSERTED, CONTINGENT OR OTHERWISE, EXCEPT LIABILITIES, OBLIGATIONS AND
CONTINGENCIES, THAT (I) ARE REFLECTED ON OR ACCRUED OR RESERVED AGAINST IN THE
OHA 2003 BALANCE SHEET, OR REFLECTED IN ANY NOTES THERETO, OR THE SEPTEMBER 30
BALANCE SHEET, OR REFLECTED IN ANY NOTES THERETO, OR (II) WERE INCURRED SINCE
SEPTEMBER 30, 2004 IN THE ORDINARY COURSE OF BUSINESS.
(C)
EACH OF THE OAK HILL ENTITIES AND THE
SUBSIDIARIES HAS AT ALL TIMES SINCE ITS FORMATION MAINTAINED RECORDS WHICH IN
ALL MATERIAL RESPECTS ACCURATELY REFLECT ALL ITS MATERIAL TRANSACTIONS IN
REASONABLE DETAIL, AND HAVE AT ALL TIMES MAINTAINED ACCOUNTING CONTROLS,
POLICIES AND PROCEDURES REASONABLY DESIGNED TO PROVIDE THAT SUCH MATERIAL
TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH ITS MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION, AS APPLICABLE, AND RECORDED IN A MANNER WHICH PERMITS
THE PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP AND APPLICABLE
REGULATORY ACCOUNTING REQUIREMENTS AND OTHER ACCOUNT AND FINANCIAL DATA, AND THE
DOCUMENTATION PERTAINING THERETO IS RETAINED, PROTECTED AND DUPLICATED IN
ACCORDANCE WITH APPLICABLE REGULATORY REQUIREMENTS.
3.15
Tax Matters.
(A)
EACH OAK HILL ENTITY AND EACH SUBSIDIARY
HAS TIMELY FILED, OR HAS HAD OR CAUSED TO BE TIMELY FILED ON ITS BEHALF, ALL
MATERIAL TAX RETURNS REQUIRED TO BE FILED BY IT, AND ALL SUCH TAX RETURNS ARE
TRUE, COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS.
ALL TAXES SHOWN TO BE DUE
ON SUCH TAX RETURNS, OR OTHERWISE OWED, HAVE BEEN TIMELY PAID.
EACH OAK HILL
ENTITY AND EACH SUBSIDIARY HAS WITHHELD OR COLLECTED AND HAS PAID OVER TO THE
APPROPRIATE TAXING AUTHORITY (OR IS PROPERLY HOLDING FOR PAYMENT TO SUCH TAXING
AUTHORITY) ALL MATERIAL TAXES REQUIRED BY LAW TO BE WITHHELD OR COLLECTED.
COMPLETE AND CORRECT COPIES HAVE BEEN MADE AVAILABLE TO THE PURCHASER AND THE
PARENT OF (I) ALL INCOME TAX, AND UNINCORPORATED BUSINESS TAX, GROSS RECEIPTS
TAX, PERSONAL PROPERTY TAX REPLACEMENT INCOME TAX, FRANCHISE TAX AND OTHER
SIMILAR TAX RETURNS FILED BY EACH OF THE OAK HILL ENTITIES AND THE SUBSIDIARIES
FOR THE LAST THREE TAXABLE YEARS, AND (II) ALL TAX EXAMINATION REPORTS AND
STATEMENTS OF DEFICIENCIES ASSESSED WITH RESPECT TO ANY OAK HILL ENTITY OR
SUBSIDIARY FOR THE LAST FIVE TAXABLE YEARS.
(B)
THE OHA AUDITED FINANCIAL STATEMENTS REFLECT
AN ADEQUATE RESERVE IN ACCORDANCE WITH GAAP FOR ALL TAXES AND DEFERRED TAXES
PAYABLE BY THE OAK HILL ENTITIES AND EACH