OAK HILL ENTITIES, NONE OF THE OAK HILL ENTITIES
NOR ANY OF THEIR SUBSIDIARIES HAS ANY LIABILITY FOR ANY EMPLOYEE BENEFIT PLAN
MAINTAINED OR CONTRIBUTED TO BY ANY CURRENT OR FORMER OAK HILL PLAN AFFILIATE.
NONE OF THE EMPLOYEE BENEFIT PLANS OF THE OAK HILL ENTITIES IS SUBJECT TO
SECTION 412 OF THE CODE, SECTION 302 OF ERISA OR TITLE IV OF ERISA AND NONE OF
THE OAK HILL ENTITIES OR ANY OF THEIR SUBSIDIARIES HAS ANY LIABILITY UNDER
SECTION 412 OF THE CODE, SECTION 302 OF ERISA OR TITLE IV OF ERISA.
(B)
THE OAK HILL ENTITIES HAVE DELIVERED
COMPLETE AND CORRECT COPIES TO THE ISTAR PARTIES OF (I) EACH WRITTEN EMPLOYEE
BENEFIT PLAN OF THE OAK HILL ENTITIES, AS AMENDED TO THE INITIAL CLOSING,
TOGETHER WITH ALL REQUIRED UNAUDITED FINANCIAL STATEMENTS AND ACTUARIAL REPORTS
FOR THE THREE MOST RECENT PLAN YEARS, IF ANY; (II) EACH FUNDING VEHICLE WITH
RESPECT TO EACH SUCH PLAN; (III) THE MOST RECENT AND ANY OTHER MATERIAL
DETERMINATION LETTER, RULING OR NOTICE ISSUED BY ANY GOVERNMENTAL AUTHORITY WITH
RESPECT TO SUCH PLAN; (IV) THE FORM 5500 ANNUAL REPORT (OR EVIDENCE OF ANY
APPLICABLE EXEMPTION) FOR THE THREE MOST RECENT PLAN YEARS TO THE EXTENT SUCH
FORMS ARE REQUIRED FOR ANY EMPLOYEE BENEFIT PLAN; (V) THE MOST RECENT SUMMARY
PLAN DESCRIPTION AND ANY SUMMARY OF MATERIAL MODIFICATIONS THERETO WHICH RELATES
TO ANY SUCH PLAN; AND (VI) EACH
24
OTHER DOCUMENT, EXPLANATION OR COMMUNICATION WHICH DESCRIBES ANY MATERIAL ASPECT
OF ANY SUCH PLAN THAT IS NOT DISCLOSED IN PREVIOUSLY OR SUBSEQUENTLY DELIVERED
MATERIALS.
A DESCRIPTION OF ANY UNWRITTEN EMPLOYEE BENEFIT PLANS OF THE OAK
HILL ENTITIES, INCLUDING A DESCRIPTION OF ANY MATERIAL TERMS OF SUCH PLAN, IS
SET FORTH IN SECTION 3.21(B) OF THE DISCLOSURE LETTER.
(C)
EACH EMPLOYEE BENEFIT PLAN OF THE OAK HILL
ENTITIES (I) HAS BEEN IN MATERIAL COMPLIANCE AND CURRENTLY COMPLIES IN ALL
MATERIAL RESPECTS IN FORM AND IN OPERATION IN ALL RESPECTS WITH ALL APPLICABLE
REQUIREMENTS UNDER ERISA, THE CODE OR ANY OTHER APPLICABLE LAW, AND IN
ACCORDANCE WITH ITS TERMS; AND (II) HAS, WITH RESPECT TO EACH SUCH PLAN WHICH IS
INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF THE CODE, RECEIVED A
DETERMINATION LETTER FROM THE INTERNAL REVENUE SERVICE WITH RESPECT TO ITS
QUALIFIED STATUS, AND, SINCE THE DATE OF SUCH DETERMINATION LETTER, TO THE
KNOWLEDGE OF THE OAK HILL PARTIES, NOTHING HAS OCCURRED WHICH WOULD REASONABLY
BE EXPECTED TO RESULT IN REVOCATION OF SUCH PLAN'S QUALIFIED STATUS UNDER
SECTION 401(A) OF THE CODE, AND (III) HAS, WITH RESPECT TO EACH PLAN WHICH IS
NOT INTENDED TO QUALIFY UNDER SECTION 401(A) OF THE CODE, BEEN AND IS OPERATED
AND FUNDED IN SUCH A MANNER AS TO QUALIFY, WHERE APPROPRIATE, FOR BOTH FEDERAL
AND STATE PURPOSES, FOR INCOME TAX EXCLUSIONS TO ITS PARTICIPANTS, TAX-EXEMPT
INCOME FOR ITS FUNDING VEHICLE, AND THE ALLOWANCE OF DEDUCTIONS AND CREDITS WITH
RESPECT TO CONTRIBUTIONS THERETO.
(D)
NONE OF THE EMPLOYEE BENEFIT PLANS OF THE
OAK HILL ENTITIES IS (I) A PLAN WHICH IS