Common use of Tax Advances Clause in Contracts

Tax Advances. (a) Notwithstanding the foregoing distribution provisions of Section 7.2, the Partnership shall make distributions in accordance with this Section 7.3. If, with respect to any Partner(s) as of any quarterly distribution date, (A) the product of (x) the sum of (1) the cumulative historic taxable income allocated to such Partner(s) pursuant to this Agreement (after taking into account any taxable loss so allocated to such Partner(s)) for all Taxable Years, or portions thereof, ending before such distribution date and (2) the taxable net income allocated to such Partner pursuant to this Agreement for the Taxable Year (or portion thereof) that includes such distribution date and (y) the Tax Rate applicable for each of such Taxable Years, exceeds (B) the sum of (x) the aggregate amount distributed to such Partner(s) for all Taxable Years, or portions thereof, ending on or before such distribution date pursuant to Section 7.2 and this Section 7.3 and (y) the aggregate amount distributed or to be distributed to such Partner(s) during such Taxable Year (or portion thereof) ending on such distribution date pursuant Section 7.2 and this Section 7.3, subject to the restrictions of any of the Partnership’s and/or its Subsidiaries’ then applicable debt financing agreements and subject to the retention of any other amounts necessary to satisfy the Partnership’s and/or its Subsidiaries’ obligations as determined in good faith by the General Partner, the General Partner shall make an advance (“Tax Advance”) to all such Partner(s) in an amount up to the aggregate excess tax liability of the Partner(s) in proportion to their respective shares of such excess tax liability. Tax Advances, to the extent payable under this Section 7.3, shall be made on a quarterly estimated basis, at least five days before the date prescribed by the Code for an individual taxpayer to pay quarterly installments of estimated tax. (b) The General Partner may, in its sole discretion, adjust the computation of the amounts to be distributed and advanced pursuant to this Section 7.3 for any Taxable Year (i) prior to each distribution for such Taxable Year, (ii) upon the filing of the Partnership’s federal income tax return for such Taxable Year, (iii) upon any final determination of the Partnership’s taxable income for such Taxable Year, and (iv) at any other time when in the good faith determination of the General Partner that it appears that a prior estimate has been incorrect, in each case so as to take into account actual determinations or revised estimates of the Partners’ shares of taxable income for such Taxable Year for federal income tax purposes. Following any such adjustment, the amounts to be distributed pursuant to this Section 7.3 shall be adjusted appropriately, or additional distributions shall be made, so as to give effect to such actual determinations and/or revised estimates. If the aggregate of the installment distributions of such amount to any Partner with respect to a Taxable Year exceeds the amount finally so determined by the Partnership for the Taxable Year (such excess amount being such Partner’s “Excess Tax Advance”), such Excess Tax Advances shall be repaid in accordance with Section 7.3(c). (c) All Tax Advances made on behalf of a Partner shall be repaid to the Partnership by reducing the amount of the next succeeding distribution or distributions which would otherwise have been made to such Partner, or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. To the extent that an amount otherwise distributable to a Partner is so applied, it shall be treated for all purposes hereof (other than for purposes of determining the amounts of Tax Advances pursuant to Section 7.3(a)) as if such amount had actually been distributed to such Partner pursuant to Section 7.2.

Tax Advances. (a) Notwithstanding the foregoing distribution provisions of Section 7.2, the Partnership shall make distributions in accordance with this Section 7.3. If, with respect to any Partner(s) as of any quarterly distribution date, (A) the product of (x) the sum of (1) the cumulative historic taxable income allocated to such Partner(s) pursuant to this Agreement (after taking into account any taxable loss so allocated to such Partner(s)) for all Taxable Years, or portions thereof, ending before such distribution date and (2) the taxable net income allocated to such Partner pursuant to this Agreement for the Taxable Year (or portion thereof) that includes such distribution date and (y) the Tax Rate applicable for each of such Taxable Years, exceeds (B) the sum of (x) the aggregate amount distributed to such Partner(s) for all Taxable Years, or portions thereof, ending on or before such distribution date pursuant to Section 7.2 and this Section 7.3 and (y) the aggregate amount distributed or to be distributed to such Partner(s) during such Taxable Year (or portion thereof) ending on such distribution date pursuant Section 7.2 and this Section 7.3, subject Subject to the restrictions of any of the Partnership’s and/or its Subsidiaries’ then applicable debt financing agreements and subject to the retention of any other amounts necessary to satisfy the Partnership’s and/or its Subsidiaries’ obligations as determined in good faith by the General Partner, Board (the General Partner shall make an advance (“Tax AdvanceApplicable Restrictions”) to all such Partner(s) in an amount up to the aggregate excess tax liability of the Partner(s) in proportion to their respective shares of such excess tax liability. Tax Advances, to the extent payable under this Section 7.3, shall be made on a quarterly estimated basis), at least five (5) days before the each date prescribed by the Code for an individual taxpayer a calendar year corporation to pay quarterly installments of estimated tax. , the Partnership shall distribute to each Limited Partner cash in proportion to and to the extent of such Limited Partner’s Quarterly Estimated Tax Amount for the applicable calendar quarter. If, at any time after the final Quarterly Estimated Tax Amount has been distributed pursuant to the previous sentence with respect to any Fiscal Year, the aggregate Tax Advances to any Limited Partner with respect to such Fiscal Year are less than such Limited Partner’s Tax Amount for such Fiscal Year (ba “Shortfall Amount”), the Partnership shall (subject to the Applicable Restrictions) The General Partner may, distribute cash to the Limited Partners in its sole discretion, adjust proportion to and to the computation extent of each Limited Partner’s Shortfall Amount for such Fiscal Year before the seventy-fifth (75th) day of the amounts to be distributed and advanced next succeeding Fiscal Year (provided that if the Partnership has made distributions other than pursuant to this Section 7.3 for any Taxable Year (i) prior to each distribution for such Taxable Year, (ii) upon the filing of the Partnership’s federal income tax return for such Taxable Year, (iii) upon any final determination of the Partnership’s taxable income for such Taxable Year, and (iv) at any other time when in the good faith determination of the General Partner that it appears that a prior estimate has been incorrect, in each case so as to take into account actual determinations or revised estimates of the Partners’ shares of taxable income for such Taxable Year for federal income tax purposes. Following any such adjustment8.2, the amounts Board may apply such distributions to be distributed reduce any Shortfall Amount). If the aggregate distributions made to any Limited Partner pursuant to this Section 7.3 shall be adjusted appropriately, or additional distributions shall be made, so as to give effect to 8.2 for any Fiscal Year exceed such actual determinations and/or revised estimates. If the aggregate of the installment distributions of Limited Partner’s Tax Amount for such amount to any Partner with respect to a Taxable Year exceeds the amount finally so determined by the Partnership for the Taxable Fiscal Year (such excess amount being such Partner’s an “Excess Tax AdvanceAmount”), ) such Excess Tax Advances Amount shall reduce subsequent distributions that would be repaid in accordance with Section 7.3(c). (c) All Tax Advances made on behalf of a Partner shall be repaid to the Partnership by reducing the amount of the next succeeding distribution or distributions which would otherwise have been made to such PartnerLimited Partner pursuant to this Section 8.2, or, if such except to the extent the distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable giving rise to such Partner. To the extent that Excess Amount have been credited against an amount otherwise distributable to a Partner is so applied, it shall be treated for all purposes hereof (other than for purposes of determining the amounts of Tax Advances pursuant to Section 7.3(a)) as if such 8.1. The amount had actually been distributed distributable to such any Limited Partner pursuant to Section 7.28.1 or Section 11.2 shall be reduced by the amount distributed to such Limited Partner pursuant to this Section 8.2 (to the extent not previously taken into account as a reduction pursuant to this sentence) and the amount distributed under this Section 8.2 shall be deemed to have been distributed pursuant to Section 8.1 at the time such amount is taken into account as a reduction in distributions otherwise payable under Section 8.1 or Section 11.2 for purposes of making the calculations required by Section 8.1. No Limited Partner shall be liable to the Partnership for any amount distributed to it pursuant to this Section 8.2 or for any interest on such amount.

Tax Advances. (a) Notwithstanding the foregoing distribution provisions of Section 7.2, the Partnership shall make distributions in accordance with this Section 7.3. If, with respect to any Partner(s) as of any quarterly distribution date, (A) the product of (x) the sum of (1) the cumulative historic taxable income allocated to such Partner(s) pursuant to this Agreement (after taking into account any taxable loss so allocated to such Partner(s)) for all Taxable Years, or portions thereof, ending before such distribution date and (2) the taxable net income allocated to such Partner pursuant to this Agreement for the Taxable Year (or portion thereof) that includes such distribution date and (y) the Tax Rate applicable for each of such Taxable Years, exceeds (B) the sum of (x) the aggregate amount distributed to such Partner(s) for all Taxable Years, or portions thereof, ending on or before such distribution date pursuant to Section 7.2 and this Section 7.3 and (y) the aggregate amount distributed or to be distributed to such Partner(s) during such Taxable Year (or portion thereof) ending on such distribution date pursuant Section 7.2 and this Section 7.3, subject Subject to the restrictions of any of the Partnership’s 's and/or its Subsidiaries’ ' then applicable debt financing agreements and subject agreements, the General Partners may cause the Partnership to the retention distribute out of cash available for distribution (net of any other amounts necessary to satisfy the Partnership’s and/or its Subsidiaries’ obligations as determined in good faith reserves established by the General PartnerPartners in their sole discretion for future expenditures, the General Partner shall make an advance (“Tax Advance”liabilities and other purposes) to all such Partner(s) in an amount up to the aggregate excess tax liability of the Partner(s) each Unitholder cash in proportion to their respective shares and to the extent of such excess tax liability. Unitholder's Quarterly Estimated Tax AdvancesAmount for the applicable calendar quarter (including for prior quarters, to the extent payable under this Section 7.3such distributions have not previously been paid). Such distributions, if made, shall be made on or before each of April 12, June 12, September 12 and December 12 of the relevant quarter for estimated tax purposes. In addition to the foregoing, the Partnership shall (to the extent not prohibited by any agreement governing or made in favor of any holder of indebtedness of the Partnership or any of its Subsidiaries, and to the extent the Partnership’s Subsidiaries are permitted under such agreements to make distributions to enable the Partnership to do so) make a quarterly estimated basisspecial tax distribution to the Grande Holdings Investor in an amount equal to the amount of the alternative minimum tax and state tax, at least five if any, resulting from the transactions set forth in the Recapitalization Agreement, including the transfer of assets and liabilities to the Partnership, and regardless of when such alternative minimum tax or state tax liability may arise, to the extent such amount exceeds the aggregate amount of the distributions made pursuant to this Article VII made to the Grande Holdings Investor, and such distribution shall be made no later than 10 days before the date prescribed after requested in writing by the Code Grande Holdings Investor. Any distributions described in this Section 7.4 will be made without regard for an individual taxpayer to pay quarterly installments of estimated tax. (b) The General Partner may, the relative priorities and amounts set forth in its sole discretion, adjust the computation of the amounts to be distributed and advanced Section 7.2 above. Distributions made pursuant to this Section 7.3 7.4, shall be taken into account as advances on distributions made pursuant to Section 7.2 above, and shall (to the extent not previously taken into account pursuant to this sentence) reduce the Distributions to be made in respect of the related Units under Section 7.2 above, when and as paid by the Partnership. No Unitholder shall be liable to the Partnership for any Taxable Year (i) prior amount distributed to each distribution for such Taxable Year, (ii) upon the filing of the Partnership’s federal income tax return for such Taxable Year, (iii) upon any final determination of the Partnership’s taxable income for such Taxable Year, and (iv) at any other time when in the good faith determination of the General Partner that it appears that a prior estimate has been incorrect, in each case so as to take into account actual determinations or revised estimates of the Partners’ shares of taxable income for such Taxable Year for federal income tax purposes. Following any such adjustment, the amounts to be distributed pursuant to this Section 7.3 shall be adjusted appropriately7.4, or additional distributions shall be made, so as to give effect to such actual determinations and/or revised estimates. If the aggregate of the installment distributions of for any interest on such amount to any Partner with respect to a Taxable Year exceeds the amount finally so determined by the Partnership for the Taxable Year (such excess amount being such Partner’s “Excess Tax Advance”), such Excess Tax Advances shall be repaid in accordance with Section 7.3(c). (c) All Tax Advances made on behalf of a Partner shall be repaid to the Partnership by reducing the amount of the next succeeding distribution or distributions which would otherwise have been made to such Partner, or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. To the extent that an amount otherwise distributable to a Partner is so applied, it shall be treated for all purposes hereof (other than for purposes of determining the amounts of Tax Advances pursuant to Section 7.3(a)) as if such amount had actually been distributed to such Partner pursuant to Section 7.2.

Tax Advances. (a) Notwithstanding the foregoing distribution provisions of Section 7.2, the Partnership shall make distributions in accordance with this Section 7.3. If, with respect Subject to any Partner(s) as of any quarterly distribution date, (A) the product of (x) the sum of (1) the cumulative historic taxable income allocated to such Partner(s) pursuant to this Agreement (after taking into account any taxable loss so allocated to such Partner(s)) for all Taxable Years, or portions thereof, ending before such distribution date and (2) the taxable net income allocated to such Partner pursuant to this Agreement for the Taxable Year (or portion thereof) that includes such distribution date and (y) the Tax Rate applicable for each of such Taxable Years, exceeds (B) the sum of (x) the aggregate amount distributed to such Partner(s) for all Taxable Years, or portions thereof, ending on or before such distribution date pursuant to Section 7.2 and this Section 7.3 and (y) the aggregate amount distributed or to be distributed to such Partner(s) during such Taxable Year (or portion thereof) ending on such distribution date pursuant Section 7.2 and this Section 7.3, subject to the restrictions of in any of the Partnership’s Company's and/or its Subsidiaries’ any Company Subsidiary's then applicable debt debt-financing agreements arrangements, and subject to the retention sole discretion of a Majority in Interest of the Members to retain any other amounts necessary to satisfy the Partnership’s Company's and/or its the Company Subsidiaries’ obligations as determined in good faith by the General Partner, the General Partner shall make an advance (“Tax Advance”) to all such Partner(s) in an amount up to the aggregate excess tax liability of the Partner(s) in proportion to their respective shares of such excess tax liability. Tax Advances, to the extent payable under this Section 7.3, shall be made on a quarterly estimated basis' obligations, at least five (5) days before the each date prescribed by the Code for an individual taxpayer a calendar-year corporation to pay quarterly installments of estimated tax, a Majority in Interest of the Members shall cause the Company to use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member's Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) The General Partner mayIf, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 3.03(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member's Tax Amount for such Fiscal Year (a “Shortfall Amount”), a Majority in its sole discretion, adjust the computation Interest of the amounts Members shall cause the Company to be distributed use commercially reasonable efforts to Distribute cash in proportion to and advanced to the extent of each Member's Shortfall Amount. A Majority in Interest of the Members shall cause the Company to use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, however, that if Distributions other than pursuant to this Section 7.3 for any Taxable Year (i) prior 3.03 have been made with respect to each distribution for such Taxable Fiscal Year, (ii) upon the filing a Majority in Interest of the Partnership’s federal income tax return for Members shall cause the Company to apply such Taxable Year, Distributions to reduce any Shortfall Amount. (iiic) upon If the aggregate Tax Advances made to any final determination of the Partnership’s taxable income for such Taxable Year, and (iv) at any other time when in the good faith determination of the General Partner that it appears that a prior estimate has been incorrect, in each case so as to take into account actual determinations or revised estimates of the Partners’ shares of taxable income for such Taxable Year for federal income tax purposes. Following any such adjustment, the amounts to be distributed Member pursuant to this Section 7.3 shall be adjusted appropriately, or additional distributions shall be made, so as to give effect to 3.03 for any Fiscal Year exceed such actual determinations and/or revised estimates. If the aggregate of the installment distributions of such amount to any Partner with respect to a Taxable Year exceeds the amount finally so determined by the Partnership for the Taxable Year Member's Tax Amount (such excess amount being such Partner’s an “Excess Tax AdvanceAmount”), such Excess Amount shall reduce subsequent Tax Advances shall that would be repaid in accordance with made to such Member pursuant to this Section 7.3(c3.03, except to the extent taken into account as an advance pursuant to Section 3.03(d). (cd) All Tax Advances Any Distributions made on behalf of a Partner shall be repaid pursuant to the Partnership by reducing the amount of the next succeeding distribution or distributions which would otherwise have been made to such Partner, or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. To the extent that an amount otherwise distributable to a Partner is so applied, it this Section 3.03 shall be treated for all purposes hereof (other than for purposes of determining the amounts of Tax Advances this Agreement as advances on Distributions pursuant to Section 7.3(a)) as if such 3.02 and shall reduce, dollar-for-dollar, the amount had actually been distributed otherwise Distributable to such Partner Member pursuant to Section 7.23.02.

Tax Advances. (a) Notwithstanding the foregoing distribution provisions of Section 7.2, the Partnership shall make distributions in accordance with this Section 7.3. If, with respect to any Partner(s) as of any quarterly distribution date, (A) the product of (x) the sum of (1) the cumulative historic taxable income allocated to such Partner(s) pursuant to this Agreement (after taking into account any taxable loss so allocated to such Partner(s)) for all Taxable Years, or portions thereof, ending before such distribution date and (2) the taxable net income allocated to such Partner pursuant to this Agreement for the Taxable Year (or portion thereof) that includes such distribution date and (y) the Tax Rate applicable for each of such Taxable Years, exceeds (B) the sum of (x) the aggregate amount distributed to such Partner(s) for all Taxable Years, or portions thereof, ending on or before such distribution date pursuant to Section 7.2 and this Section 7.3 and (y) the aggregate amount distributed or to be distributed to such Partner(s) during such Taxable Year (or portion thereof) ending on such distribution date pursuant Section 7.2 and this Section 7.3, subject Subject to the restrictions of any of the PartnershipCompany’s and/or its Subsidiariessubsidiaries’ then applicable debt financing agreements and subject to the retention of any other amounts necessary to satisfy the PartnershipCompany’s and/or its Subsidiariesthe subsidiaries’ obligations obligations, as determined in good faith by the General Partner, the General Partner shall make an advance (“Tax Advance”) close as is practicable to all such Partner(s) in an amount up to the aggregate excess tax liability of the Partner(s) in proportion to their respective shares of such excess tax liability. Tax Advances, to the extent payable under this Section 7.3, shall be made on a quarterly estimated basis, at least five days before the each date prescribed by the Code for an individual taxpayer to pay quarterly installments of estimated tax. , the Company shall distribute to each Member out of Available Cash, if any, cash in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter. If, at any time after the final Quarterly Estimated Tax Amount has been distributed pursuant to the previous sentence with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (b) a “Shortfall Amount”), the Company shall use commercially reasonable efforts to distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The General Partner may, in its sole discretion, adjust Company shall use commercially reasonable efforts to distribute Shortfall Amounts with respect to a Fiscal Year before the computation 75th day of the amounts next succeeding Fiscal Year (provided that if the Company has made distributions other than pursuant to be distributed and advanced this Section 7.3, the Board may apply such distributions to reduce any Shortfall Amount). If the aggregate distributions made to any Member pursuant to this Section 7.3 for any Taxable Fiscal Year exceed such Member’s Tax Amount (ian “Excess Amount”) prior such Excess Amount shall reduce subsequent distributions that would be made to each distribution for such Taxable YearMember pursuant to this Section 7.3, (ii) upon except to the filing of the Partnership’s federal income tax return for such Taxable Year, (iii) upon any final determination of the Partnership’s taxable income for such Taxable Year, and (iv) at any other time when in the good faith determination of the General Partner that it appears that a prior estimate has been incorrect, in each case so as to take extent taken into account actual determinations or revised estimates of as an advance pursuant to the Partners’ shares of taxable income for such Taxable Year for federal income tax purposesnext sentence. Following any such adjustment, the amounts to be distributed Distributions made pursuant to this Section 7.3 shall be adjusted appropriately, or additional taken into account as advances on distributions shall be made, so as to give effect to such actual determinations and/or revised estimates. If the aggregate of the installment distributions of such amount to any Partner with respect to a Taxable Year exceeds the amount finally so determined by the Partnership for the Taxable Year (such excess amount being such Partner’s “Excess Tax Advance”), such Excess Tax Advances shall be repaid in accordance with Section 7.3(c). (c) All Tax Advances made on behalf of a Partner shall be repaid to the Partnership by reducing the amount of the next succeeding distribution or distributions which would otherwise have been made to such Partner, or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. To the extent that an amount otherwise distributable to a Partner is so applied, it shall be treated for all purposes hereof (other than for purposes of determining the amounts of Tax Advances pursuant to Section 7.3(a)) as if such amount had actually been distributed to such Partner pursuant to Section 7.2, and shall (to the extent not previously taken into account pursuant to this sentence) reduce the distributions to be made to any Member under Section 7.2, when and as paid by the Company. No Member shall be liable to the Company for any amount distributed to it pursuant to this Section 7.3, or for any interest on such amount.

Tax Advances. (a) Notwithstanding the foregoing distribution provisions of Section 7.2, the Partnership shall make distributions in accordance with this Section 7.3. If, with respect to any Partner(s) as of any quarterly distribution date, (A) the product of (x) the sum of (1) the cumulative historic taxable income allocated to such Partner(s) pursuant to this Agreement (after taking into account any taxable loss so allocated to such Partner(s)) for all Taxable Years, or portions thereof, ending before such distribution date and (2) the taxable net income allocated to such Partner pursuant to this Agreement for the Taxable Year (or portion thereof) that includes such distribution date and (y) the Tax Rate applicable for each of such Taxable Years, exceeds (B) the sum of (x) the aggregate amount distributed to such Partner(s) for all Taxable Years, or portions thereof, ending on or before such distribution date pursuant to Section 7.2 and this Section 7.3 and (y) the aggregate amount distributed or to be distributed to such Partner(s) during such Taxable Year (or portion thereof) ending on such distribution date pursuant Section 7.2 and this Section 7.3, subject Subject to the restrictions of any of the Partnership’s and/or its Subsidiaries’ then applicable debt financing agreements and subject to the retention of any other amounts necessary to satisfy the Partnership’s and/or its Subsidiaries’ obligations as determined in good faith by the General Partner, Board (the General Partner shall make an advance (“Tax AdvanceApplicable Restrictions”) to all such Partner(s) in an amount up to the aggregate excess tax liability of the Partner(s) in proportion to their respective shares of such excess tax liability. Tax Advances, to the extent payable under this Section 7.3, shall be made on a quarterly estimated basis), at least five (5) days before the each date prescribed by the Code for an individual taxpayer a calendar year corporation to pay quarterly installments of estimated tax. , the Partnership shall distribute to each Limited Partner cash in proportion to and to the extent of such Limited Partner’s Quarterly Estimated Tax Amount for the applicable calendar quarter. If, at any time after the final Quarterly Estimated Tax Amount has been distributed pursuant to the previous sentence with respect to any Fiscal Year, the aggregate Tax Advances to any Limited Partner with respect to such Fiscal Year are less than such Limited Partner’s Tax Amount for such Fiscal Year (ba “Shortfall Amount”), the Partnership shall (subject to the Applicable Restrictions) The General Partner may, distribute cash to the Limited Partners in its sole discretion, adjust proportion to and to the computation extent of each Limited Partner’s Shortfall Amount for such Fiscal Year before the seventy-fifth (75th) day of the amounts to be distributed and advanced next succeeding Fiscal Year (provided that if the Partnership has made distributions other than pursuant to this Section 7.3 for any Taxable Year (i) prior to each distribution for such Taxable Year, (ii) upon the filing of the Partnership’s federal income tax return for such Taxable Year, (iii) upon any final determination of the Partnership’s taxable income for such Taxable Year, and (iv) at any other time when in the good faith determination of the General Partner that it appears that a prior estimate has been incorrect, in each case so as to take into account actual determinations or revised estimates of the Partners’ shares of taxable income for such Taxable Year for federal income tax purposes. Following any such adjustment8.2, the amounts Board may apply such distributions to be distributed reduce any Shortfall Amount). If the aggregate distributions made to any Limited Partner pursuant to this Section 7.3 shall be adjusted appropriately, or additional distributions shall be made, so as to give effect to 8.2 for any Fiscal Year exceed such actual determinations and/or revised estimates. If the aggregate of the installment distributions of Limited Partner’s Tax Amount for such amount to any Partner with respect to a Taxable Year exceeds the amount finally so determined by the Partnership for the Taxable Fiscal Year (such excess amount being such Partner’s an “Excess Tax AdvanceAmount”), ) such Excess Tax Advances Amount shall reduce subsequent distributions that would be repaid in accordance with Section 7.3(c). (c) All Tax Advances made on behalf of a Partner shall be repaid to the Partnership by reducing the amount of the next succeeding distribution or distributions which would otherwise have been made to such PartnerLimited Partner pursuant to this Section 8.2, or, if such except to the extent the distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable giving rise to such Partner. To the extent that Excess Amount have been credited against an amount otherwise distributable to a Partner is so applied, it shall be treated for all purposes hereof (other than for purposes of determining the amounts of Tax Advances pursuant to Section 7.3(a)) as if such 8.1. The amount had actually been distributed distributable to such any Limited Partner pursuant to Section 7.2.8.1 or

Tax Advances. (a) Notwithstanding the foregoing distribution provisions of Section 7.2, the Partnership shall make distributions in accordance with this Section 7.3. If, with respect to any Partner(s) as of any quarterly distribution date, (A) the product of (x) the sum of (1) the cumulative historic taxable income allocated to such Partner(s) pursuant to this Agreement (after taking into account any taxable loss so allocated to such Partner(s)) for all Taxable Years, or portions thereof, ending before such distribution date and (2) the taxable net income allocated to such Partner pursuant to this Agreement for the Taxable Year (or portion thereof) that includes such distribution date and (y) the Tax Rate applicable for each of such Taxable Years, exceeds (B) the sum of (x) the aggregate amount distributed to such Partner(s) for all Taxable Years, or portions thereof, ending on or before such distribution date pursuant to Section 7.2 and this Section 7.3 and (y) the aggregate amount distributed or to be distributed to such Partner(s) during such Taxable Year (or portion thereof) ending on such distribution date pursuant Section 7.2 and this Section 7.3, subject Subject to the restrictions of any of the Partnership’s 's and/or its Subsidiaries’ ' then applicable debt financing agreements and subject agreements, the General Partners may cause the Partnership to the retention distribute out of cash available for distribution (net of any other amounts necessary to satisfy the Partnership’s and/or its Subsidiaries’ obligations as determined in good faith reserves established by the General PartnerPartners in their sole discretion for future expenditures, the General Partner shall make an advance (“Tax Advance”liabilities and other purposes) to all such Partner(s) in an amount up to the aggregate excess tax liability of the Partner(s) each Unitholder cash in proportion to their respective shares and to the extent of such excess tax liability. Unitholder's Quarterly Estimated Tax AdvancesAmount for the applicable calendar quarter (including for prior quarters, to the extent payable under this Section 7.3such distributions have not previously been paid). Such distributions, if made, shall be made on or before each of April 12, June 12, September 12 and December 12 of the relevant quarter for estimated tax purposes. In addition to the foregoing, the Partnership shall (to the extent not prohibited by any agreement governing or made in favor of any holder of indebtedness of the Partnership or any of its Subsidiaries, and to the extent the Partnership’s Subsidiaries are permitted under such agreements to make distributions to enable the Partnership to do so) make a quarterly estimated basisspecial tax distribution to the Grande Holdings Investor in an amount equal to the amount of the alternative minimum tax and state tax, at least five if any, resulting from the transactions set forth in the Recapitalization Agreement, including the transfer of assets and liabilities to the Partnership, and regardless of when such alternative minimum tax or state tax liability may arise, to the extent such amount exceeds the aggregate amount of the distributions made pursuant to this Article VII made to the Grande Holdings Investor, and such distribution shall be made no later than 10 days before the date prescribed after requested in writing by the Code Grande Holdings Investor. Any distributions described in this Section 7.4 will be made without regard for an individual taxpayer the relative priorities and amounts set forth in Section 7.2 above. Distributions made pursuant to pay quarterly installments this Section 7.4, shall be taken into account as advances on distributions made pursuant to Section 7.2 above, and shall (to the extent not previously taken into account pursuant to this sentence) reduce the Distributions to be made in respect of estimated taxthe related Units under Section 7.2 above, when and as paid by the Partnership. No Unitholder shall be liable to the Partnership for any amount distributed to it pursuant to this Section 7.4, or for any interest on such amount . (b) The General Partner mayNotwithstanding any provisions of Section 7.2 above, in its sole discretion, adjust the computation upon a Sale of the Partnership, the Partnership shall make special distributions to each holder of Class A Common Units issued on the date of this Agreement to Persons other than the Grande Holdings Investor equal to one-half of the amount of Tax Advances previously paid in respect of the Class A Common Units held by such holder (excluding, for this purpose, any Tax Advances that were made in respect of capital gain allocated to such Unitholders); provided that all amounts to be distributed and advanced distributable pursuant to this Section 7.3 for any Taxable Year 7.4(b) shall not exceed five million dollars (i$5,000,000) prior to each distribution for such Taxable Year, (ii) upon the filing of the Partnership’s federal income tax return for such Taxable Year, (iii) upon any final determination of the Partnership’s taxable income for such Taxable Year, and (iv) at any other time when in the good faith determination of aggregate. If, but for the General Partner that it appears that a prior estimate has been incorrect, in each case so as proviso to take into account actual determinations or revised estimates of the Partners’ shares of taxable income for such Taxable Year for federal income tax purposes. Following any such adjustmentpreceding sentence, the amounts aggregate amount to be distributed pursuant to this Section 7.3 shall 7.4(b) would exceed $5,000,000, then the aggregate amount to be adjusted appropriately, or additional distributions shall be made, so as to give effect distributed to such actual determinations and/or revised estimates. If holders will be distributed among them pro rata, based on the aggregate of the installment distributions of such amount to any Partner with respect to a Taxable Year exceeds the amount finally so determined by the Partnership for the Taxable Year (such excess amount being such Partner’s “Excess Tax Advance”), such Excess Tax Advances shall be repaid in accordance with Section 7.3(c). (c) All Tax Advances made on behalf of a Partner shall be repaid to the Partnership by reducing the amount of the next succeeding distribution or distributions which amounts that would otherwise have been made distributed to such Partner, or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. To the extent that an amount otherwise distributable to a Partner is so applied, it shall be treated for all purposes hereof (other than for purposes of determining the amounts of Tax Advances them pursuant to Section 7.3(a)7.4(b) as if but for such amount had actually been distributed to such Partner pursuant to Section 7.2proviso.