Common use of Tax Advances Clause in Contracts

Tax Advances. (a) Subject to the restrictions of any of the Partnership's and/or its Subsidiaries' then applicable debt financing agreements, the General Partners may cause the Partnership to distribute out of cash available for distribution (net of any reserves established by the General Partners in their sole discretion for future expenditures, liabilities and other purposes) to each Unitholder cash in proportion to and to the extent of such Unitholder's Quarterly Estimated Tax Amount for the applicable calendar quarter (including for prior quarters, to the extent such 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 special tax distribution to the Grande Holdings Investor in an amount equal to the amount of the alternative minimum tax and state tax, 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 after requested in writing by the Grande Holdings Investor. Any distributions described in this Section 7.4 will be made without regard for the relative priorities and amounts set forth in Section 7.2 above. Distributions made pursuant to 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 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 amount distributed to it pursuant to this Section 7.4, or for any interest on such amount .

Tax Advances. (a) Subject to the restrictions of any of the Partnership's ’s and/or its Subsidiaries' ’ then applicable debt financing agreementsagreements 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 Board (the “Applicable Restrictions”), at least five (5) days before each date prescribed by the Code for a calendar year corporation to pay quarterly installments of estimated tax, the General Partners may cause the Partnership to shall distribute out of cash available for distribution (net of any reserves established by the General Partners in their sole discretion for future expenditures, liabilities and other purposes) to each Unitholder Limited Partner cash in proportion to and to the extent of such Unitholder's Limited Partner’s Quarterly Estimated Tax Amount for the applicable calendar quarter (including for prior quartersquarter. If, at any time after the final Quarterly Estimated Tax Amount has been distributed pursuant to the extent previous sentence with respect to any Fiscal Year, the aggregate Tax Advances to any Limited Partner with respect to such distributions have not previously been paidFiscal Year are less than such Limited Partner’s Tax Amount for such Fiscal Year (a “Shortfall Amount”). 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 (subject to the extent not prohibited by any agreement governing or made Applicable Restrictions) distribute cash to the Limited Partners in favor of any holder of indebtedness of the Partnership or any of its Subsidiaries, proportion to and to the extent of each Limited Partner’s Shortfall Amount for such Fiscal Year before the Partnership’s Subsidiaries are permitted under such agreements to make distributions to enable seventy-fifth (75th) day of the next succeeding Fiscal Year (provided that if the Partnership to do so) make a special tax distribution to the Grande Holdings Investor in an amount equal to the amount of the alternative minimum tax and state tax, 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 has made distributions made pursuant to this Article VII made to the Grande Holdings Investor, and such distribution shall be made no later other than 10 days after requested in writing by the Grande Holdings Investor. Any distributions described in this Section 7.4 will be made without regard for the relative priorities and amounts set forth in Section 7.2 above. Distributions made pursuant to this Section 7.48.2, shall be taken into account as advances on the Board may apply such distributions to reduce any Shortfall Amount). If the aggregate distributions made to any Limited Partner pursuant to this Section 8.2 for any Fiscal Year exceed such Limited Partner’s Tax Amount for such Fiscal Year (an “Excess Amount”) such Excess Amount shall reduce subsequent distributions that would be made to such Limited Partner pursuant to this Section 8.2, except to the extent the distributions giving rise to such Excess Amount have been credited against an amount otherwise distributable pursuant to Section 7.2 above, and 8.1. The amount distributable to any Limited Partner pursuant to Section 8.1 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) reduce and the Distributions amount distributed under this Section 8.2 shall be deemed to be made have been distributed pursuant to Section 8.1 at the time such amount is taken into account as a reduction in respect of the related Units distributions otherwise payable under Section 7.2 above, when and as paid 8.1 or Section 11.2 for purposes of making the calculations required by the PartnershipSection 8.1. No Unitholder Limited Partner shall be liable to the Partnership for any amount distributed to it pursuant to this Section 7.4, 8.2 or for any interest on such amount amount.

Tax Advances. (a) Subject to the restrictions of any of the Partnership's Company’s and/or its Subsidiaries' subsidiaries’ then applicable debt financing agreementsagreements and subject to the retention of any other amounts necessary to satisfy the Company’s and/or the subsidiaries’ obligations, as close as is practicable to each date prescribed by the Code for an individual to pay quarterly installments of estimated tax, the General Partners may cause the Partnership Company shall distribute to distribute each Member out of cash available for distribution (net of any reserves established by the General Partners in their sole discretion for future expendituresAvailable Cash, liabilities and other purposes) to each Unitholder if any, cash in proportion to and to the extent of such Unitholder's Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (including for prior quartersquarter. If, at any time after the final Quarterly Estimated Tax Amount has been distributed pursuant to the extent such 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 previous sentence with respect to the foregoingany Fiscal Year, the Partnership 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”), the Company shall (use commercially reasonable efforts to the extent not prohibited by any agreement governing or made distribute cash in favor of any holder of indebtedness of the Partnership or any of its Subsidiaries, proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to distribute Shortfall Amounts with respect to a Fiscal Year before the Partnership’s Subsidiaries are permitted under 75th day of the next succeeding Fiscal Year (provided that if the Company has made distributions other than pursuant to this Section 7.3, the Board may apply such agreements to make distributions to enable reduce any Shortfall Amount). If the Partnership aggregate distributions made to do soany Member pursuant to this Section 7.3 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”) make a special tax distribution such Excess Amount shall reduce subsequent distributions that would be made to the Grande Holdings Investor in an amount equal such Member pursuant to the amount of the alternative minimum tax and state taxthis Section 7.3, 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, except to the extent such amount exceeds the aggregate amount of the distributions made taken into account as an advance pursuant to this Article VII made to the Grande Holdings Investor, and such distribution shall be made no later than 10 days after requested in writing by the Grande Holdings Investor. Any distributions described in this Section 7.4 will be made without regard for the relative priorities and amounts set forth in Section 7.2 abovenext sentence. Distributions made pursuant to this Section 7.4, 7.3 shall be taken into account as advances on distributions made payable pursuant to Section 7.2 above7.2, and shall (to the extent not previously taken into account pursuant to this sentence) reduce the Distributions distributions to be made in respect of the related Units to any Member under Section 7.2 above7.2, when and as paid by the PartnershipCompany. No Unitholder Member shall be liable to the Partnership Company for any amount distributed to it pursuant to this Section 7.47.3, or for any interest on such amount amount.

Tax Advances. (a) Subject to the restrictions of any of the Partnership's Company’s and/or its Subsidiaries' subsidiaries’ then applicable debt financing agreements, as close as is practicable to each date prescribed by the General Partners may cause Code for an individual to pay quarterly installments of estimated tax, the Partnership Company shall distribute to distribute each Member out of cash available for distribution (net of any reserves established by the General Partners in their sole discretion for future expendituresAvailable Cash, liabilities and other purposes) to each Unitholder if any, cash in proportion to and to the extent of such Unitholder's Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (including for prior quartersquarter. If, at any time after the final Quarterly Estimated Tax Amount has been distributed pursuant to the extent such 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 previous sentence with respect to the foregoingany Fiscal Year, the Partnership 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”), the Company shall (use commercially reasonable efforts to the extent not prohibited by any agreement governing or made distribute cash in favor of any holder of indebtedness of the Partnership or any of its Subsidiaries, proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to distribute Shortfall Amounts with respect to a Fiscal Year before the Partnership’s Subsidiaries are permitted under 75th day of the next succeeding Fiscal Year (provided that if the Company has made distributions other than pursuant to this Section 7.3, the Board may apply such agreements to make distributions to enable reduce any Shortfall Amount). If the Partnership aggregate distributions made to do soany Member pursuant to this Section 7.3 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”) make a special tax distribution such Excess Amount shall reduce subsequent distributions that would be made to the Grande Holdings Investor in an amount equal such Member pursuant to the amount of the alternative minimum tax and state taxthis Section 7.3, 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, except to the extent such amount exceeds the aggregate amount of the distributions made taken into account as an advance pursuant to this Article VII made to the Grande Holdings Investor, and such distribution shall be made no later than 10 days after requested in writing by the Grande Holdings Investor. Any distributions described in this Section 7.4 will be made without regard for the relative priorities and amounts set forth in Section 7.2 abovenext sentence. Distributions made pursuant to this Section 7.4, 7.3 shall be taken into account as advances on distributions made payable pursuant to Section 7.2 above(excluding distributions of Series A Unreturned Capital Value, Series B Unreturned Capital Value, or Series B-1 Unreturned Capital Value, as applicable), and shall (to the extent not previously taken into account pursuant to this sentence) reduce the Distributions such distributions to be made in respect of the related Units to any Member under Section 7.2 above7.2, when and as paid by the PartnershipCompany. No Unitholder Member shall be liable to the Partnership Company for any amount distributed to it pursuant to this Section 7.47.3, or for any interest on such amount amount.

Tax Advances. (a) Subject to Section 7.01(a) and any restrictions in the restrictions Company’s then-applicable debt-financing arrangements, at least five (5) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of any of the Partnership's and/or its Subsidiaries' then applicable debt financing agreementsestimated tax, the General Partners may cause the Partnership Company shall use its best commercial efforts to distribute out of Distribute cash available for distribution (net of any reserves established by the General Partners in their sole discretion for future expenditures, liabilities and other purposes) to each Unitholder cash Member in proportion to and to the extent of such Unitholder's Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (including for prior quarterseach such Distribution, to the extent such distributions have not previously been paida “Tax Advance”). Such distributionsIf, if made, shall be made on or before each of April 12, June 12, September 12 and December 12 of at any time after the relevant quarter for estimated tax purposes. In addition final Quarterly Estimated Tax Amount has been Distributed pursuant to the foregoingthis Section 7.01(a)(i) with respect to any Fiscal Year, the Partnership 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”), then the Company shall (use commercially reasonable efforts to the extent not prohibited by any agreement governing or made Distribute cash in favor of any holder of indebtedness of the Partnership or any of its Subsidiaries, proportion to and to the extent the Partnershipof each Member’s Subsidiaries are permitted under such agreements Shortfall Amount. The Company shall use commercially reasonable efforts to make distributions Distribute Shortfall Amounts with respect to enable the Partnership to do so) make a special tax distribution Fiscal Year prior to the Grande Holdings Investor in expiration of seventy-five (75) days into the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.0 l(a)(i), the Board may apply such Distributions to reduce any Shortfall Amount. If the aggregate Tax Advances made to any Member pursuant to this Section 7.01(a)(i) for any Fiscal Year exceed such Member’s Tax Amount (an amount equal “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.01(a)(i), except to the amount of the alternative minimum tax and state tax, if any, resulting from the transactions extent taken into account as an advance as 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 after requested in writing by the Grande Holdings Investorfollowing sentence. Any distributions described in this Section 7.4 will be made without regard for the relative priorities and amounts set forth in Section 7.2 above. Distributions made pursuant to this Section 7.47.01(a)(i), shall be taken into account treated for purposes of this Agreement as advances on distributions made Distributions pursuant to Section 7.2 above, 7.01(a) and shall (reduce, dollar-for-dollar, the amount otherwise Distributable to the extent not previously taken into account such Member 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 amount distributed to it pursuant to this Section 7.4, or for any interest on such amount 7.01(a).

Tax Advances. (a) Subject to the restrictions of any of the Partnership's ’s and/or its Subsidiaries' ’ then applicable debt financing agreementsagreements 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 Board (the “Applicable Restrictions”), at least five (5) days before each date prescribed by the Code for a calendar year corporation to pay quarterly installments of estimated tax, the General Partners may cause the Partnership to shall distribute out of cash available for distribution (net of any reserves established by the General Partners in their sole discretion for future expenditures, liabilities and other purposes) to each Unitholder Limited Partner cash in proportion to and to the extent of such Unitholder's Limited Partner’s Quarterly Estimated Tax Amount for the applicable calendar quarter (including for prior quartersquarter. If, at any time after the final Quarterly Estimated Tax Amount has been distributed pursuant to the extent previous sentence with respect to any Fiscal Year, the aggregate Tax Advances to any Limited Partner with respect to such distributions have not previously been paidFiscal Year are less than such Limited Partner’s Tax Amount for such Fiscal Year (a “Shortfall Amount”). 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 (subject to the extent not prohibited by any agreement governing or made Applicable Restrictions) distribute cash to the Limited Partners in favor of any holder of indebtedness of the Partnership or any of its Subsidiaries, proportion to and to the extent of each Limited Partner’s Shortfall Amount for such Fiscal Year before the Partnership’s Subsidiaries are permitted under such agreements to make distributions to enable seventy-fifth (75th) day of the next succeeding Fiscal Year (provided that if the Partnership to do so) make a special tax distribution to the Grande Holdings Investor in an amount equal to the amount of the alternative minimum tax and state tax, 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 has made distributions made pursuant to this Article VII made to the Grande Holdings Investor, and such distribution shall be made no later other than 10 days after requested in writing by the Grande Holdings Investor. Any distributions described in this Section 7.4 will be made without regard for the relative priorities and amounts set forth in Section 7.2 above. Distributions made pursuant to this Section 7.48.2, shall be taken into account as advances on the Board may apply such distributions to reduce any Shortfall Amount). If the aggregate 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 amount distributed to it Limited Partner pursuant to this Section 7.4, or 8.2 for any interest on Fiscal Year exceed such Limited Partner’s Tax Amount for such Fiscal Year (an “Excess Amount”) such Excess Amount shall reduce subsequent distributions that would be made to such Limited Partner pursuant to this Section 8.2, except to the extent the distributions giving rise to such Excess Amount have been credited against an amount .otherwise distributable pursuant to Section 8.1. The amount distributable to any Limited Partner pursuant to Section 8.1 or

Tax Advances. (a) Subject to Section 7.01(a) and any restrictions in the restrictions Company’s then-applicable debt-financing arrangements, at least five (5) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of any of the Partnership's and/or its Subsidiaries' then applicable debt financing agreementsestimated tax, the General Partners may cause the Partnership Company shall use its best commercial efforts to distribute out of Distribute cash available for distribution (net of any reserves established by the General Partners in their sole discretion for future expenditures, liabilities and other purposes) to each Unitholder cash Member in proportion to and to the extent of such Unitholder's Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (including for prior quarterseach such Distribution, to the extent such distributions have not previously been paida “Tax Advance”). Such distributionsIf, if made, shall be made on or before each of April 12, June 12, September 12 and December 12 of at any time after the relevant quarter for estimated tax purposes. In addition final Quarterly Estimated Tax Amount has been Distributed pursuant to the foregoingthis Section 7.01(a)(i) with respect to any Fiscal Year, the Partnership 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”), then the Company shall (use commercially reasonable efforts to the extent not prohibited by any agreement governing or made Distribute cash in favor of any holder of indebtedness of the Partnership or any of its Subsidiaries, proportion to and to the extent the Partnershipof each Member’s Subsidiaries are permitted under such agreements Shortfall Amount. The Company shall use commercially reasonable efforts to make distributions Distribute Shortfall Amounts with respect to enable the Partnership to do so) make a special tax distribution Fiscal Year prior to the Grande Holdings Investor in expiration of seventy-five (75) days into the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.01(a)(i), the Board may apply such Distributions to reduce any Shortfall Amount. If the aggregate Tax Advances made to any Member pursuant to this Section 7.01(a)(i) for any Fiscal Year exceed such Member’s Tax Amount (an amount equal “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.01(a)(i), except to the amount of the alternative minimum tax and state tax, if any, resulting from the transactions extent taken into account as an advance as set forth in the Recapitalization Agreement, including following sentence. Except for Tax Advances with respect to allocations of income from the transfer sale of assets and liabilities PureCycle Common Stock contributed to the Partnership, and regardless of when such alternative minimum tax or state tax liability may arise, Innventure Business by Innventure1 under Section 5.01(b)(B)) to the extent that such amount exceeds the aggregate amount of the distributions made allocations are attributable to built-in gains from such contributed shares pursuant to this Article VII made to the Grande Holdings InvestorCode Section 704(c) (which shall not be offset from later Distributions), and such distribution shall be made no later than 10 days after requested in writing by the Grande Holdings Investor. Any distributions described in this Section 7.4 will be made without regard for the relative priorities and amounts set forth in Section 7.2 above. any Distributions made pursuant to this Section 7.47.01(a)(i), shall be taken into account treated for purposes of this Agreement as advances on distributions made Distributions pursuant to Section 7.2 above, 7.01(b) and shall (reduce, dollar-for-dollar, the amount otherwise Distributable to the extent not previously taken into account such Member 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 amount distributed to it pursuant to this Section 7.4, or for any interest on such amount 7.01(b).

Tax Advances. (a) Subject 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 ’s and/or its Subsidiaries' ’ then applicable debt financing agreementsagreements 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 Partners may cause the Partnership to distribute out of cash available for distribution Partner shall make an advance (net of any reserves established by the General Partners in their sole discretion for future expenditures, liabilities and other purposes“Tax Advance”) to each Unitholder cash all such Partner(s) in an amount up to the aggregate excess tax liability of the Partner(s) in proportion to and to the extent their respective shares of such Unitholder's Quarterly Estimated excess tax liability. Tax Amount for the applicable calendar quarter (including for prior quartersAdvances, to the extent such distributions have not previously been paid). Such distributions, if madepayable under this Section 7.3, shall be made on or a quarterly estimated basis, at least five days 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 special tax distribution to the Grande Holdings Investor in an amount equal to the amount of the alternative minimum tax and state tax, 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 after requested in writing date prescribed by the Grande Holdings Investor. Any distributions described in this Section 7.4 will be made without regard Code for the relative priorities and amounts set forth in Section 7.2 above. Distributions made pursuant an individual taxpayer to 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 pay quarterly installments 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 amount distributed to it pursuant to this Section 7.4, or for any interest on such amount estimated tax.