SUCH
COMMUNICATIONS TO KAN AM IN ACCORDANCE WITH INSTRUCTIONS PROVIDED TO TMLP BY KAN
AM.
TMLP SHALL BE SOLELY RESPONSIBLE FOR THE CONTENTS OF ALL FINANCIAL REPORTS
DELIVERED TO KAN AM FOR DISTRIBUTION TO THE KAN AM UNITHOLDERS RELATING TO TMLP.
D.
OTHER FEDERAL TAX FILINGS.
(I)
WITHIN ONE HUNDRED FIFTY (150) DAYS OR A
REASONABLE TIME AFTER THE END OF EACH CALENDAR YEAR, TMLP SHALL PREPARE AND
DELIVER TO KAN AM ALL REQUIRED IRS FORMS 8804, 8805 AND 8813 WITH RESPECT TO THE
KAN AM UNITHOLDERS.
TMLP SHALL CAUSE THE SAME TO BE FILED WITH THE IRS, AND
SHALL CAUSE COPIES OF THE SAME TO BE DELIVERED TO KAN AM.
(II)
IN CONNECTION WITH ANY REDEMPTIONS
EFFECTED BY THE KAN AM UNITHOLDERS, TMLP SHALL CAUSE TO BE FILED TIMELY WITH THE
IRS ALL RETURNS AND OTHER FILINGS REQUIRED BY LAW TO BE FILED BY TMLP PURSUANT
TO SECTION 1445 OF THE CODE, INCLUDING WITHOUT LIMITATION IRS FORM 8288 AND IRS
FORM 8288-A.
TMLP SHALL CAUSE COPIES OF ALL SUCH FILINGS TO BE DELIVERED TO KAN
AM WITHIN FIFTEEN (15) DAYS AFTER SUCH FILINGS HAVE BEEN MADE WITH THE IRS.
E.
DELIVERY OF DOCUMENTS AND MONIES.
ALL
DOCUMENTS, DATA AND MONIES REQUIRED TO BE DELIVERED BY TMLP TO KAN AM UNDER THIS
AGREEMENT SHALL BE DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS ATTACHED HERETO
AS EXHIBIT A, PROVIDED, THAT, KAN AM SHALL HAVE THE RIGHT UPON NOTICE TO TMLP TO
MODIFY SUCH INSTRUCTIONS AT ANY TIME AND FROM TIME TO TIME.
4.
Standards for Performance; Agents.
A.
STANDARD OF CARE.
KAN AM SHALL AT ALL
TIMES ACT IN GOOD FAITH AND AGREES TO USE ALL COMMERCIALLY REASONABLE EFFORTS
WITHIN REASONABLE TIME LIMITS TO ENSURE THAT ALL SERVICES PERFORMED UNDER THIS
AGREEMENT ARE ACCURATE AND ARE PERFORMED IN A MANNER THAT IS CONSISTENT WITH THE
STANDARDS OF PROFESSIONAL PROVIDERS OF SIMILAR SERVICES IN THE UNITED STATES,
BUT SHALL HAVE NO LIABILITY FOR ITS FAILURE OR INABILITY TO DO SO EXCEPT AS A
RESULT OF ITS OWN OR ITS EMPLOYEES' GROSS NEGLIGENCE, BAD FAITH, WILLFUL
MISCONDUCT OR SIMILAR ACTS OR OMISSIONS OF ACTS.
THE SERVICES MAY BE PERFORMED
SOLELY BY KAN AM SERVICES, SOLELY BY KAN AM GRUNDBESITZ OR COLLABORATIVELY BY
KAN AM SERVICES AND KAN AM GRUNDBESITZ, AND EACH OF KAN AM SERVICES AND KAN AM
GRUNDBESITZ MAY DELEGATE ITS RIGHTS AND OBLIGATIONS TO THE OTHER WITHOUT THE
CONSENT OF OR PRIOR NOTICE TO TMLP, PROVIDED THAT KAN AM SHALL PROVIDE TMLP WITH
TIMELY NOTICE OF SUCH DELEGATION FOR PURPOSES OF DETERMINING TO WHICH OF THE KAN
AM ENTITIES TMLP IS REQUIRED TO PROVIDE PAYMENTS AND NOTICES PURSUANT TO THIS
AGREEMENT.
B.
AGENTS AND ATTORNEYS-IN-FACT.
KAN AM
MAY EMPLOY AGENTS OR ATTORNEYS-IN-FACT WITH THE PRIOR WRITTEN AUTHORIZATION OF
TMLP TO ASSIST IT IN PERFORMING THE SERVICES.
UPON THE REQUEST OF TMLP, KAN AM
SHALL PROVIDE TMLP WITH EVIDENCE OF THE FINANCIAL VIABILITY OF ANY SUCH AGENTS
OR ATTORNEY'S-IN-FACT.
7
5.
Compensation.
A.
FEES.
(I)
COMMENCING JANUARY 1, 2004, KAN AM SHALL