LOCAL INCOME TAX LAW, WITH RESPECT TO SUCH
TAXABLE YEAR. THE PARTNERSHIP ALSO SHALL PROVIDE THE PARTNERS WITH SUCH OTHER
INFORMATION AS MAY BE REASONABLY REQUESTED FOR PURPOSES OF ALLOWING THE PARTNERS
TO PREPARE AND FILE THEIR OWN TAX RETURNS.
THE PARTNERSHIP SHALL BEAR THE COST
OF THE PREPARATION AND FILING OF ITS TAX RETURNS WITH RESPECT TO THE PARTNERSHIP
AND ITS SUBSIDIARIES, BUT SHALL NOT BEAR ANY ADDITIONAL COSTS RELATED PRIMARILY
TO ANY SPECIFIC PARTNER.
THE TAX MATTERS PARTNER SHALL INFORM EACH OTHER
PARTNER OF ALL SIGNIFICANT MATTERS THAT MAY COME TO ITS ATTENTION IN ITS
CAPACITY AS TAX MATTERS PARTNER BY GIVING NOTICE THEREOF AS SOON AS REASONABLY
PRACTICABLE AFTER BECOMING AWARE THEREOF AND, WITHIN THAT TIME, SHALL FORWARD TO
EACH OTHER PARTNER COPIES OF ALL SIGNIFICANT WRITTEN COMMUNICATIONS IT MAY
RECEIVE IN THAT CAPACITY.
31
SECTION 11.2.
INFORMATION RIGHTS.
(A)
THE PARTNERSHIP AGREES TO PROVIDE TO THE
CLASS A-1 LIMITED PARTNERS SUCH INFORMATION AS THE CLASS A-1 LIMITED PARTNERS
REASONABLY REQUEST FROM TIME TO TIME IN ORDER TO (I) PERMIT THE CLASS A-1
LIMITED PARTNERS TO COMPLY WITH ANY APPLICABLE INFORMATION REPORTING OBLIGATIONS
RESULTING FROM THE CLASS A-1 LIMITED PARTNERS' INVESTMENT IN THE PARTNERSHIP AND
(II) DETERMINE WHETHER ANY MAJORITY-OWNED SUBSIDIARY OF THE PARTNERSHIP (BASED
ON VOTE OR VALUE) IS OR HAS BEEN, OR THE CONSEQUENCES TO THE APPLICABLE CLASS
A-1 LIMITED PARTNERS, AS THE CASE MAY BE, IF ANY SUBSIDIARY OF THE PARTNERSHIP
BECOMES, A "PASSIVE FOREIGN INVESTMENT COMPANY," A "CONTROLLED FOREIGN
CORPORATION," A CORPORATION WHOSE INCOME IS REQUIRED TO BE TAKEN INTO ACCOUNT BY
THE CLASS A-1 LIMITED PARTNERS, AND, AT THE REQUEST OF THE CLASS A-1 LIMITED
PARTNERS, COOPERATE WITH THE CLASS A-1 LIMITED PARTNERS IN MAKING, OR PERMITTING
THE APPLICABLE CLASS A-1 LIMITED PARTNERS TO MAKE, ANY ELECTION PERMITTED UNDER
THE CODE THAT DOES NOT HAVE A MATERIAL ADVERSE TAX EFFECT TO THE OTHER
PARTNERS.
THE PARTNERSHIP SHALL ALSO USE REASONABLE COMMERCIAL EFFORTS TO
PROVIDE SUCH INFORMATION AS THE CLASS A-1 LIMITED PARTNERS REASONABLY REQUEST
FOR THE FOREGOING PURPOSES WITH RESPECT TO MINORITY-OWNED SUBSIDIARIES OF THE
PARTNERSHIP.
(B)
THE PARTNERSHIP SHALL USE GOOD FAITH
REASONABLE EFFORTS TO PROVIDE, AT ITS EXPENSE, TO OEP (I) THE FINANCIAL AND TAX
INFORMATION NECESSARY TO ENABLE OEP TO DETERMINE ITS (AND ITS BENEFICIAL
OWNERS') US TAXABLE INCOME (IF ANY) (INCLUDING GROSS INCOME REQUIRED TO BE
RECOGNIZED UNDER SECTION 951 OF THE CODE) DERIVED FROM ITS INVESTMENT FOR THE
APPLICABLE TAX YEAR (BEGINNING WITH THE 2006 TAX YEAR, BUT ONLY IF, IN THE
REASONABLE DETERMINATION OF OEP, ANY OF THE BENEFICIAL OWNERS OF OEP QUALIFIES
AS A "UNITED STATES SHAREHOLDER" OF THE PARTNERSHIP, AS DEFINED IN SECTION
951(B) OF THE CODE) AND FOREIGN TAX CREDITS NO LATER THAN MAY 31 OF EACH YEAR
AND (II) ANY INFORMATION REQUIRED TO BE INCLUDED IN US FEDERAL INCOME TAX
RETURNS, FORMS, STATEMENTS AND RELATED DISCLOSURES THAT ARE REQUIRED TO BE FILED
BY OR ON BEHALF OF OEP AND ITS RESPECTIVE BENEFICIAL OWNERS WITH RESPECT TO ITS
INVESTMENT NO LATER THAN