To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to any Member (“ Tax Advances ”), the Company may withhold such amounts and make such tax payments as so required.  All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Member.  If at the time of liquidation of the Company, any such Tax Advances to a Member exceed the proceeds of liquidation to the Member, such Member shall repay such excess to the Company.  If a distribution to a Member is actually reduced as a result of a Tax Advance, for all other purposes of this Agreement such Member shall be treated as having received the amount of the distribution that is reduced by the Tax Advance.  Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability from such Member’s failure to repay Tax Advances.  Each Member shall provide the Company with such information that the Company reasonably requests in order to determine the amount of any taxes required to be withheld with respect to such Member.