INCLUDES KAN AM DISTRIBUTIONS) TO
TMLP AND ONCE RETURNED, KAN AM WILL NOT HAVE ANY FURTHER OBLIGATION TO
DISTRIBUTE SUCH AMOUNT TO THE KAN AM UNITHOLDER THAT FAILED TO CASH THE CHECK.
TO THE EXTENT THAT ANY CHECK ISSUED IN PAYMENT OF DISTRIBUTIONS IS LESS THAN THE
ASSOCIATED STOP PAYMENT FEE, KAN AM SHALL CONSULT TMLP PRIOR TO ISSUING THE STOP
PAYMENT ORDER.
NOTWITHSTANDING THE FOREGOING, IF THE PAYEE OF ANY UNCASHED
CHECK SUBSEQUENTLY REQUESTS PAYMENT OF THE DISTRIBUTION AMOUNT REPRESENTED BY
SUCH CHECK AND TMLP SATISFIES ITS OBLIGATIONS UNDER SECTION 3(A), KAN AM SHALL
PERFORM ITS OBLIGATIONS ANEW UNDER THIS SECTION 2.
B.
SCHEDULE K-1.
WITHIN FIFTEEN (15) DAYS
AFTER KAN AM RECEIVES THE FEDERAL AND STATE SCHEDULE K-1 REFERENCED IN
SECTION 3(B), KAN AM SHALL DELIVER THE SCHEDULE K-1 TO EACH KAN AM UNITHOLDER
(OR SUCH KAN AM UNITHOLDER'S DESIGNATED U.S. TAX PREPARER) THE SCHEDULE K-1.
C.
REPORTS AND OTHER INFORMATION.
IF
REQUESTED BY TMLP FROM TIME TO TIME, KAN AM SHALL CAUSE TO BE DELIVERED TO EACH
OF THE KAN AM UNITHOLDERS COPIES OF THE ANNUAL REPORT TO THE STOCKHOLDERS OF THE
MILLS CORPORATION, THE GENERAL PARTNER OF TMLP ("TMC"), ANNUAL REPORTS ON
FORM 10-K OF TMC OR TMLP, QUARTERLY REPORTS ON FORM 10-Q OF TMC OR TMLP, OR SUCH
OTHER REPORTS OR COMMUNICATIONS AS MAY BE PREPARED BY EITHER TMC OR TMLP WITHIN
TEN (10) BUSINESS DAYS AFTER THE SAME HAVE BEEN DELIVERED BY TMLP TO KAN AM.
D.
OTHER FEDERAL TAX FILINGS.
(I)
IN CONNECTION WITH ANY REDEMPTIONS
EFFECTED BY KAN AM UNITHOLDERS, KAN AM SHALL COOPERATE WITH AND ASSIST TMLP IN
CONNECTION WITH THE PREPARATION OF IRS FORMS 8288 AND 8288-A.
(II)
TO THE EXTENT TIMELY PROVIDED BY TMLP, KAN
AM SHALL FORWARD TO THE KAN AM UNITHOLDERS, TOGETHER WITH FEDERAL AND STATE
SCHEDULE K-1'S, COPIES OF ALL IRS FORMS 8804, 8805 AND 8813 PREPARED BY OR ON
BEHALF OF TMLP WITH RESPECT TO EACH KAN AM UNITHOLDER.
(III)
WITHIN THIRTY (30) DAYS AFTER THE END OF
EACH EXPIRATION DATE, KAN AM SHALL PROVIDE TMLP WITH AN UPDATED LIST OF THOSE
TMLP UNITS THAT ARE HELD JOINTLY FOR LEGAL PURPOSES.
IN EACH CASE, SUCH UPDATED
LIST SHALL INDICATE HOW THE OWNERSHIP OF THE JOINTLY HELD TMLP UNITS ARE TO BE
TREATED FOR TAX PURPOSES.
E.
REDEMPTIONS OF TMLP UNITS.
SUBJECT TO
SECTION 8(B) OF THIS AGREEMENT, KAN AM SHALL COOPERATE WITH AND PROVIDE
ASSISTANCE TO TMLP IN CONNECTION WITH THE REDEMPTION FROM TIME TO TIME OF TMLP
UNITS HELD BY THE KAN AM UNITHOLDERS FOR, AT THE OPTION OF TMC (IN THE EVENT TMC
HAS ASSUMED THE REDEMPTION OBLIGATION ON BEHALF OF TMLP), SHARES OF TMC'S COMMON
STOCK OR CASH AND SHALL, UPON REQUEST OF TMLP, FORWARD TO THE KAN AM UNITHOLDERS
SUCH DOCUMENTS AS ARE REASONABLY NECESSARY, APPROPRIATE OR DESIRABLE IN
CONNECTION WITH ANY SUCH REDEMPTIONS.
IN FURTHERANCE OF THE FOREGOING, KAN AM
SHALL, AMONG OTHER THINGS, (I) CAUSE
3
ALL ORIGINAL REDEMPTION NOTICES AND REQUESTS AND OTHER NECESSARY DOCUMENTATION
TO BE