TO THE PUBLIC)
OTHER THAN AS THE RESULT OF A DISCLOSURE BY KAN AM OR ANY OF ITS PERSONNEL IN
BREACH HEREOF, (B) BECOMES AVAILABLE TO KAN AM ON A NONCONFIDENTIAL BASIS FROM A
SOURCE OTHER THAN TMLP WHICH KAN AM REASONABLY BELIEVES IS NOT PROHIBITED FROM
DISCLOSING SUCH INFORMATION TO KAN AM BY OBLIGATION TO TMLP, (C) IS KNOWN BY KAN
AM PRIOR TO ITS RECEIPT FROM TMLP WITHOUT ANY OBLIGATION OF CONFIDENTIALITY WITH
RESPECT THERETO, OR (D) IS DEVELOPED BY KAN AM INDEPENDENTLY OF ANY DISCLOSURES
MADE BY TMLP TO KAN AM OF SUCH INFORMATION.
KAN AM FURTHER COVENANTS AND AGREES
TO RETAIN ALL SUCH KNOWLEDGE AND INFORMATION ACQUIRED DURING AND AFTER THE TERM
OF THIS AGREEMENT RESPECTING SUCH LISTS, TRADE SECRETS, OR ANY SECRET OR
CONFIDENTIAL INFORMATION WHATSOEVER IN TRUST FOR THE SOLE BENEFIT OF KAN AM AND
ITS SUCCESSORS AND ASSIGNS.
B.
LIMITATION OF REDEMPTION OF CERTAIN KAN
AM PERSONS.
KAN AM AND TMLP ACKNOWLEDGE THAT, IN CONNECTION WITH THE SERVICES
TO BE PROVIDED BY KAN AM PURSUANT TO THIS AGREEMENT, CERTAIN OFFICERS OR
AFFILIATES OF KAN AM AS SET FORTH ON EXHIBIT B, WHO ARE ALSO KAN AM UNITHOLDERS
(REFERRED TO HEREINAFTER AS THE "KAN AM PERSONS"), MAY ACQUIRE CERTAIN KNOWLEDGE
ABOUT TMLP OR TRANSACTIONS INVOLVING TMLP THAT MAY NOT BE GENERALLY KNOWN TO THE
PUBLIC.
SUCH INFORMATION MAY INCLUDE, WITHOUT LIMITATION, KNOWLEDGE OF PENDING
REDEMPTIONS BY THE KAN AM UNITHOLDERS.
EACH KAN AM PERSON AGREES THAT ANY
REDEMPTION NOTICES SUBMITTED BY SUCH KAN AM PERSON WITH RESPECT TO A PARTICULAR
REDEMPTION PERIOD SHALL BECOME EFFECTIVE ON THE LATER OF (I) THE APPLICABLE
EXPIRATION DATE OR (II) THE DAY ON WHICH THE LAST BATCH OF REDEMPTION NOTICES
FROM THE KAN AM UNITHOLDERS ARE SUBMITTED TO TMLP FOR THE APPLICABLE REDEMPTION
PERIOD (SUCH DATE IS REFERRED TO HEREINAFTER AS THE "KAN AM PERSON PERMITTED
REDEMPTION DATE"), PROVIDED, HOWEVER, THAT IN THE EVENT THAT THE KAN AM PERSON
PERMITTED REDEMPTION DATE WOULD BE AFTER THE COMMENCEMENT OF TMC'S QUARTERLY AND
ANNUAL EARNINGS CALL "BLACKOUT PERIOD" APPLICABLE TO ITS OFFICERS AND DIRECTORS
(THE "EARNINGS CALL BLACKOUT PERIOD"), THE KAN AM PERSON PERMITTED REDEMPTION
DATE SHALL BE THE THIRD BUSINESS DAY PRIOR TO THE APPLICABLE EARNINGS CALL
BLACKOUT PERIOD.
NOTHING IN THIS SECTION OR THIS AGREEMENT SHALL BE CONSTRUED
AS A WAIVER OR EXCEPTION OF THE EARNINGS CALL BLACKOUT PERIOD BY TMC WITH
RESPECT TO THE KAN AM PERSONS.
10
9.
Indemnification.
A.
TMLP SHALL INDEMNIFY AND HOLD HARMLESS
KAN AM AND ITS DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES, MEMBERS, MANAGERS,
PARTNERS, AGENTS OR REPRESENTATIVES (THE "KAN AM INDEMNITEES") FROM AND AGAINST
ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, COSTS OR EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES), JUDGMENT, AWARD, AMOUNT PAID IN
SETTLEMENT, FINE, PENALTY AND LIABILITY OF ANY AND EVERY KIND INCURRED BY OR
ASSERTED AGAINST ANY OF THE KAN AM INDEMNITEES, BY REASON OF (I) THE CONTRACTUAL
ARRANGEMENT WITH KAN AM HEREUNDER, (II) THE PERFORMANCE BY KAN AM OF THE
SERVICES, (III) THE BREACH BY TMLP OF