AVAILABLE FUNDS IN AN AMOUNT
SUFFICIENT TO MAKE SUCH DISTRIBUTIONS.
(II)
KAN AM SHALL COOPERATE WITH AND PROVIDE
ASSISTANCE TO TMLP IN CONNECTION WITH TMLP'S EFFORTS TO ESTIMATE THE AMOUNTS (IN
THE AGGREGATE AND WITH RESPECT TO EACH INDIVIDUAL KAN AM UNITHOLDER) REQUIRED TO
BE WITHHELD FROM EACH CASH DISTRIBUTION PURSUANT TO SECTIONS 1445 AND/OR 1446 OF
THE CODE AND STATE AND LOCAL TAXES, PROVIDED, HOWEVER, THAT TMLP'S DETERMINATION
OF THE AMOUNTS TO BE WITHHELD SHALL BE FINAL.
(III)
TMLP ACKNOWLEDGES THAT KAN AM, FOR ITS OWN
ACCOUNT AND SOLELY AT ITS RISK, MAY, FROM TIME TO TIME, AGGREGATE DISTRIBUTIONS
MADE IN RESPECT OF THE TMLP UNITS WITH OTHER PAYMENTS DUE AND OWING BY THE KAN
AM ENTITIES (THE "KAN AM DISTRIBUTIONS") TO THE KAN AM UNITHOLDERS, PROVIDED,
HOWEVER, THAT AT THE TIME OF SUCH KAN AM DISTRIBUTIONS (A) KAN AM PROVIDES EACH
KAN AM UNITHOLDER WITH A REASONABLY DETAILED WRITTEN BREAKDOWN OF THE COMPONENTS
OF EACH AGGREGATED PAYMENT AND (B) KAN AM SHALL BE DEEMED TO HAVE MADE A
REPRESENTATION TO TMLP THAT, WHEN KAN AM DOES SO, IT IS ACTING FOR ITS OWN
ACCOUNT AND NOT AS AN AGENT OF TMLP AND THAT TMLP SHALL HAVE NO LIABILITY
WHATSOEVER WITH RESPECT TO THE KAN AM DISTRIBUTIONS.
KAN AM SHALL NOTIFY THE
KAN AM UNITHOLDERS THAT IT HAS AND WILL CONTINUE TO MAKE AGGREGATE DISTRIBUTIONS
AS DESCRIBED ABOVE, AND SHALL GIVE THE KAN AM UNITHOLDERS THE RIGHT TO REQUIRE
THAT KAN AM MAKE SUCH DISTRIBUTIONS PURSUANT TO SEPARATE CHECKS.
(IV)
WITHIN THIRTY (30) DAYS FOLLOWING A WRITTEN
REQUEST FROM TMLP,
KAN AM SHALL PROVIDE TMLP WITH REASONABLY DETAILED BACKUP
INFORMATION, INCLUDING, WITHOUT LIMITATION, CHECK REGISTERS AND COPIES OF
CHECKS, WITH RESPECT TO THE MOST RECENT CASH DISTRIBUTIONS PAID BY KAN AM TO THE
KAN AM UNITHOLDERS, TOGETHER WITH SUCH OTHER RELATED INFORMATION AS MAY BE
REQUESTED BY TMLP.
KAN AM SHALL MAINTAIN AND RECONCILE ACCUMULATED UNCASHED
CHECKS AND THE AMOUNTS OF THOSE CHECKS THAT ARE ATTRIBUTABLE TO TMLP'S CASH
DISTRIBUTIONS (IF TMLP'S CASH DISTRIBUTIONS ARE AGGREGATED WITH THE KAN AM
DISTRIBUTIONS) AND SHALL PROVIDE A SUMMARY OF UNCASHED CHECKS TO TMLP ON A
QUARTERLY BASIS.
IF ANY CHECK REMAINS OUTSTANDING AND UNCASHED ON OR AFTER THE
90TH DAY FOLLOWING THE DATE OF ITS ISSUANCE, KAN AM WILL USE REASONABLE EFFORTS
TO DELIVER A LETTER TO THE PAYEE OF SUCH CHECK INDICATING THAT THE CHECK HAS NOT
BEEN CASHED AND THAT THE CHECK WILL EXPIRE ON THE 180TH DAY FOLLOWING ITS
ISSUANCE, AND REQUESTING THAT THE PAYEE DEPOSIT THE CHECK PRIOR THE EXPIRATION
OF THE 180-DAY PERIOD.
IF ANY CHECK REMAINS OUTSTANDING AND UNCASHED AFTER THE
180TH DAY FOLLOWING THE DATE OF THE APPLICABLE CHECK, KAN AM SHALL RETURN
2
THE SUMS IN RESPECT OF SUCH TMLP'S CASH DISTRIBUTIONS INCLUDED IN SUCH UNCASHED
CHECK (LESS THE FULL AMOUNT OF ANY ASSOCIATED STOP PAYMENT FEE ACTUALLY INCURRED
BY KAN AM OR ONE-HALF THE AMOUNT OF ANY ASSOCIATED STOP PAYMENT FEE ACTUALLY
INCURRED BY KAN AM IN THE EVENT SUCH CHECK