You must make arrangements satisfactory to the Company to satisfy any applicable federal, state or local withholding tax liability arising from the grant or vesting of your Deferred Units or dividend credits on the Deferred Units.  You can either make a cash payment to the Company of the required amount or you can elect to satisfy your withholding obligation by having the Company retain Shares having a value approximately equal to the amount of your minimum statutory withholding obligation from the shares otherwise deliverable to you in accordance with paragraph 2.  If you fail to satisfy your withholding obligation in a time and manner satisfactory to the Company, the Company shall have the right to withhold the required amounts payable to you.