EQUITY, IN EACH CASE RELATING TO THE FISCAL QUARTER THEN JUST ENDED,
AND PREPARED IN ACCORDANCE WITH GAAP.
THE PARTNERSHIP SHALL FURTHER CAUSE TO BE
PREPARED AND TRANSMITTED TO THE GENERAL PARTNER (I) SUCH REPORTS AND/OR
INFORMATION AS ARE NECESSARY FOR IT TO FULFILL ITS OBLIGATIONS UNDER THE
SECURITIES ACT, THE SECURITIES EXCHANGE ACT OF 1934 AND THE APPLICABLE STOCK
EXCHANGE RULES, AND UNDER ANY OTHER REGULATIONS TO WHICH SUCH PARTNER OR THE
PARTNERSHIP MAY BE SUBJECT, AND (II) SUCH OTHER REPORTS AND/OR INFORMATION AS
ARE NECESSARY FOR THE GENERAL PARTNER TO DETERMINE AND MAINTAIN ITS
QUALIFICATION AS A REIT UNDER THE REIT REQUIREMENTS, ITS EARNINGS AND PROFITS
DERIVED FROM THE PARTNERSHIP, ITS LIABILITY FOR A TAX AS A CONSEQUENCE OF ITS
PARTNERSHIP INTEREST AND DISTRIBUTIVE SHARE OF TAXABLE INCOME OR LOSS AND ITEMS
THEREOF, IN EACH CASE IN A MANNER THAT WILL PERMIT THE GENERAL PARTNER TO COMPLY
WITH ITS RESPECTIVE OBLIGATIONS TO FILE FEDERAL, STATE AND LOCAL TAX RETURNS AND
INFORMATION RETURNS AND TO PROVIDE ITS STOCKHOLDERS WITH TAX INFORMATION.
THE
GENERAL PARTNER SHALL PROVIDE TO EACH PARTNER COPIES OF ALL REPORTS IT PROVIDES
TO ITS STOCKHOLDERS AT THE SAME TIME SUCH REPORTS ARE DISTRIBUTED TO SUCH
STOCKHOLDERS. THE GENERAL PARTNER SHALL ALSO PROMPTLY NOTIFY THE PARTNERS OF ALL
ACTIONS TAKEN BY THE GENERAL PARTNER FOR WHICH IT HAS OBTAINED THE CONSENT OF
THE LIMITED PARTNERS.
6.5
AUDITS.
NOT LESS FREQUENTLY THAN ANNUALLY, THE BOOKS AND RECORDS
OF THE PARTNERSHIP SHALL BE AUDITED BY THE ACCOUNTANTS.
6.6
TAX RETURNS.
(A)
CONSISTENT WITH ALL OTHER PROVISIONS OF THIS AGREEMENT, THE
GENERAL PARTNER SHALL DETERMINE THE METHODS TO BE USED IN THE PREPARATION OF
FEDERAL, STATE, AND LOCAL INCOME AND OTHER TAX RETURNS FOR THE PARTNERSHIP IN
CONNECTION WITH ALL ITEMS OF INCOME AND EXPENSE, INCLUDING, BUT NOT LIMITED TO,
VALUATION OF ASSETS, THE METHODS OF DEPRECIATION AND COST RECOVERY, CREDITS AND
TAX ACCOUNTING METHODS AND PROCEDURES, AND ALL TAX ELECTIONS.
(B)
THE GENERAL PARTNER SHALL, AT LEAST 30 DAYS PRIOR TO THE DUE DATES
(AS EXTENDED) FOR SUCH RETURNS, BUT IN NO EVENT LATER THAN JULY 5 OF EACH YEAR,
CAUSE THE ACCOUNTANTS TO PREPARE AND SUBMIT TO THE DEBARTOLO DESIGNEE, THE SIMON
DESIGNEE AND THE JCP LIMITED PARTNER FOR THEIR REVIEW, DRAFTS OF ALL FEDERAL AND
STATE INCOME TAX RETURNS OF THE PARTNERSHIP FOR THE PRECEDING YEAR, AND THE
GENERAL PARTNER SHALL CONSULT IN GOOD FAITH WITH THE DEBARTOLO DESIGNEE, THE
SIMON DESIGNEE AND THE JCP LIMITED PARTNER REGARDING ANY PROPOSED MODIFICATIONS
TO SUCH TAX RETURNS OF THE PARTNERSHIP.
(C)
THE PARTNERSHIP SHALL TIMELY CAUSE TO BE PREPARED AND TRANSMITTED
TO THE PARTNERS, FEDERAL AND APPROPRIATE STATE AND LOCAL PARTNERSHIP INCOME TAX
SCHEDULES "K-L" OR ANY SUBSTITUTE THEREFOR, WITH RESPECT TO EACH PARTNERSHIP
FISCAL YEAR ON APPROPRIATE FORMS PRESCRIBED. THE
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PARTNERSHIP SHALL MAKE REASONABLE EFFORTS TO PREPARE AND SUBMIT SUCH FORMS
BEFORE THE DUE DATE FOR FILING FEDERAL INCOME TAX RETURNS FOR THE FISCAL YEAR IN
QUESTION (DETERMINED WITHOUT EXTENSIONS), AND SHALL IN ANY EVENT PREPARE