notified by Kan Am.
G.
GENERAL MATTERS.
IN ADDITION, KAN AM
SHALL PROVIDE THE FOLLOWING SERVICES:
(I)
COMMUNICATING WITH THE KAN AM
UNITHOLDERS FOR SUCH PURPOSES AS TMLP MAY REASONABLY DETERMINE INCLUDING,
WITHOUT LIMITATION, FOR OBTAINING THE CONSENT OF THE KAN AM UNITHOLDERS AS
PROVIDED IN THE TMLP PARTNERSHIP AGREEMENT;
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(ii)
Researching and responding to all written
Kan Am Unitholder inquiries; and
(iii)
Reconciling paid and outstanding cash
payments.
3.
Responsibilities of TMLP.
In order to facilitate the provision by Kan Am of the Services, TMLP shall have
the following obligations under this Agreement:
A.
CASH DISTRIBUTIONS AND FEDERAL
WITHHOLDING.
IN CONNECTION WITH EACH CASH DISTRIBUTION TO BE MADE TO THE KAN AM
UNITHOLDERS:
(I)
NOT LATER THAN TWO (2) BUSINESS DAYS
PRIOR TO THE PAYMENT DATE OF SUCH CASH DISTRIBUTION, TMLP SHALL FURNISH TO KAN
AM A CERTIFICATE (A "CASH PAYMENT CERTIFICATE") SETTING FORTH:
(A)
THE DATE OF THE DECLARATION OF SUCH CASH
DISTRIBUTION;
(B)
THE RECORD DATE AS OF WHICH KAN AM
UNITHOLDERS ARE ENTITLED TO PAYMENT;
(C)
THE PAYMENT DATE ON WHICH THE CASH
DISTRIBUTION IS TO BE PAID;
(D)
THE AGGREGATE AMOUNT OF THE CASH DISTRIBUTION;
(E)
THE GROSS AMOUNT PER TMLP UNIT OF SUCH CASH
DISTRIBUTION THAT THE KAN AM UNITHOLDERS ARE ENTITLED TO RECEIVE;
(F)
TMLP'S ESTIMATE OF THE AGGREGATE AMOUNT
REQUIRED TO BE WITHHELD FROM THE CASH DISTRIBUTIONS DUE TO THE KAN AM
UNITHOLDERS PURSUANT TO SECTIONS 1445 AND/OR 1446 OF THE CODE; AND
(G)
THE NET AMOUNT (IN THE AGGREGATE AND PER TMLP
UNIT) OF SUCH CASH DISTRIBUTION, AFTER WITHHOLDING, THAT THE KAN AM UNITHOLDERS
ARE ENTITLED TO RECEIVE.
(II)
ON OR PRIOR TO THE PAYMENT DATE SPECIFIED
IN THE CASH PAYMENT CERTIFICATE, TMLP SHALL WIRE TRANSFER TO AN ACCOUNT
DESIGNATED BY KAN AM AN AMOUNT OF CASH SUFFICIENT FOR KAN AM TO MAKE THE NET
PAYMENT SPECIFIED IN THE CASH PAYMENT CERTIFICATE TO THE KAN AM UNITHOLDERS OF
RECORD AS OF THE APPLICABLE RECORD DATE FOR SUCH PAYMENT DATE.
KAN AM SHALL NOT
BE LIABLE FOR ANY IMPROPER PAYMENT MADE IN ACCORDANCE WITH THE CASH PAYMENT
CERTIFICATE.
(III)
TMLP HEREBY AUTHORIZES KAN AM TO STOP
PAYMENT OF CHECKS ISSUED BY KAN AM IN PAYMENT OF DISTRIBUTIONS, BUT NOT
PRESENTED FOR PAYMENT, WHEN THE PAYEES THEREOF ALLEGE EITHER THAT THEY HAVE NOT
RECEIVED THE CHECKS OR THAT SUCH CHECKS HAVE BEEN
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MISLAID, LOST, STOLEN, DESTROYED OR, THROUGH NO FAULT OF THEIRS, ARE OTHERWISE
BEYOND THEIR CONTROL AND CANNOT BE PRODUCED BY THEM FOR PRESENTATION AND
COLLECTION, AND KAN AM SHALL ISSUE AND DELIVER DUPLICATE CHECKS IN REPLACEMENT
THEREOF (LESS THE AMOUNT OF ANY ASSOCIATED STOP PAYMENT FEE ACTUALLY INCURRED BY
KAN AM, IF KAN AM DETERMINES IN ITS REASONABLE JUDGMENT THAT THE PAYEE SHOULD BE
RESPONSIBLE FOR SUCH FEE).
ANY ASSOCIATED STOP PAYMENT FEE NOT PAID BY THE
PAYEE SHALL BE BORNE BY KAN AM AND/OR TMLP AS DETERMINED BY SUCH PARTIES IN
LIGHT OF THE CIRCUMSTANCES.
TO THE EXTENT THAT ANY CHECK ISSUED IN PAYMENT OF
DISTRIBUTIONS