The Company and/or its Affiliates shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company and/or its Affiliates, an amount sufficient to satisfy all applicable federal, state and local taxes (including the Participant’s employment tax obligations) required by law to be withheld with respect to any taxable event arising in connection with the RPUs. Without limiting the generality of Section 8(b) of the Plan, to the extent that such obligation arises at the time that the RPUs vest or are paid to the Participant in Units, the Company and/or its Affiliates may withhold Units otherwise issuable in respect of such RPUs having a Fair Market Value equal to the sums required to be withheld in satisfaction of the foregoing requirement. Notwithstanding any other provision of the Plan or this Agreement, the number of Units which may be so withheld in order to satisfy the Participant’s income and payroll tax liabilities with respect to the issuance, vesting or payment of the RPUs shall be limited to the number of Units which have a Fair Market Value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for income and payroll tax purposes that are applicable to such supplemental taxable income.