TO DISCLOSE SUCH INFORMATION NOTIFIES THE
OTHER PARTY IN ADVANCE OF SUCH DISCLOSURE, COOPERATES WITH SUCH PARTY SHOULD IT
CHOOSE TO SEEK A PROTECTIVE ORDER, AND USE ITS BEST EFFORTS TO OBTAIN
CONFIDENTIAL TREATMENT FOR SUCH INFORMATION, AND, PROVIDED, FURTHER, THAT IN
CONNECTION WITH ANY SECURITIES FILINGS, THE PARTY REQUIRED TO MAKE THE FILING
SHALL PROVIDE A DRAFT OF ANY SECURITIES FILING THAT REFERENCES THE OTHER PARTY
OR ANY OF THEIR AFFILIATES WITHIN A REASONABLE TIME PRIOR TO THE APPLICABLE
FILING DATE AND SHALL INCORPORATE SUCH PARTY'S REASONABLE COMMENTS THERETO;
(4)
WITH THE PRIOR WRITTEN CONSENT OF INVESTOR
OR DFR, AS APPLICABLE; AND
(5)
IN CONNECTION WITH ANY PROPOSED AUTHORIZED
TRANSFER OF ANY OF THEIR RESPECTIVE INTERESTS IN DFR, DCM, PM, FUND I AND DLC GP
OR ANY DFR AFFILIATE.
(D)
THE FOREGOING SHALL NOT LIMIT THE DISCLOSURE
OF THE TAX TREATMENT OR TAX STRUCTURE OF FUND I (OR ANY TRANSACTIONS UNDERTAKEN
BY FUND I).
AS USED HEREIN, THE TERM "TAX TREATMENT" REFERS TO THE PURPORTED OR
CLAIMED TAX TREATMENT AND THE TERM "TAX STRUCTURE" REFERS TO ANY FACT THAT MAY
BE APPLICABLE TO UNDERSTANDING THE PURPORTED OR CLAIMED TAX TREATMENT, PROVIDED
THAT, FOR THE AVOIDANCE OF DOUBT, (1) EXCEPT TO THE EXTENT OTHERWISE ESTABLISHED
IN PUBLISHED GUIDANCE, TAX TREATMENT AND TAX STRUCTURE SHALL NOT INCLUDE THE
NAME OF OR CONTACT INFORMATION FOR, OR ANY OTHER SIMILAR IDENTIFYING INFORMATION
REGARDING, FUND I, ANY RELATED INVESTMENT FUND OR ANY OF THEIR INVESTMENTS
(INCLUDING, WITHOUT LIMITATION, THE NAMES OF ANY EMPLOYEES OR AFFILIATES
THEREOF) AND (2) NOTHING IN THIS SECTION 12 SHALL LIMIT THE ABILITY OF A LIMITED
PARTNER OF FUND I TO MAKE ANY DISCLOSURE TO SUCH LIMITED PARTNER'S TAX ADVISORS
OR TO THE U.S. INTERNAL REVENUE SERVICE OR ANY OTHER TAXING AUTHORITY.
13.
Compliance with Applicable Laws; Insurance.
(a)
Each party hereto shall perform its
obligations under the Transaction Documents in compliance with all applicable
laws.
In addition, DFR shall use reasonable best efforts to cause each of DCM,
Fund I and DLC GP to comply with all laws, rules and regulations applicable to
such entities, including, without limitation, all applicable securities and
anti-money laundering laws, rules and regulations in all material respects.
(b)
DFR shall procure and maintain insurance as
set forth and described on Exhibit C hereto.
14.
[Intentionally Omitted]
15.
FUND I TAX INFORMATION AND REPORTS.
(A)
DCM SHALL CAUSE DLC GP TO PROVIDE TO INVESTOR WITHIN 90 DAYS AFTER THE END OF
EACH FISCAL YEAR, AN ESTIMATE OF INVESTOR'S DISTRIBUTIVE SHARE OF EACH ITEM OF
INCOME, GAIN, LOSS, DEDUCTION OR CREDIT IN RESPECT OF FUND I FOR SUCH FISCAL
YEAR, AND SUCH OTHER INFORMATION AS MAY BE REQUIRED TO ENABLE INVESTOR TO FILE
ITS U.S. FEDERAL, STATE AND LOCAL TAX RETURNS.
WITHIN 120 DAYS AFTER THE END OF
EACH FISCAL YEAR, DLC GP SHALL USE ITS REASONABLE BEST EFFORTS TO DELIVER TO
INVESTOR A SCHEDULE K-1 IN RESPECT OF ITS FUND I INTEREST, PROVIDED THAT IF DLC
GP IS UNABLE TO DELIVER THE SCHEDULE K-1 WITHIN