Whenever the RSUs become vested pursuant to Section 3 or are settled in Shares pursuant to Section 4, the Company shall notify the Recipient of the amount of tax, if any, which must be withheld by the Company under all applicable federal, state and local tax laws. The Recipient agrees to make arrangements with the Company to (a) remit a cash payment of the required amount to the Company or (b) authorize the deduction of such amount from the Recipient’s compensation. Notwithstanding the prior sentence, with the consent of the Administrator and subject to any applicable legal conditions or restrictions, the Company shall, upon the Recipient’s request, accept surrender of a whole number of Shares issued hereunder (or other Shares held by the Recipient) having a Fair Market Value, determined as of the date the amount of tax to be withheld is to be determined pursuant to the Code or other applicable law (the “ Tax Date ”), not in excess of the minimum of tax required to be withheld by law (or such other amount as may be necessary to avoid variable award accounting) to cover all or a portion of the applicable withholding taxes (with the remainder paid pursuant to the preceding sentence). Request for such surrender shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions: (i) the election must be made on or prior to the applicable Tax Date and (ii) once made, the election shall be irrevocable as to the particular Shares for which the election is made. Any adverse consequences to the Recipient arising in connection with the share withholding procedure set forth in this Section 7.1 shall be the sole responsibility of the Recipient.