Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant to satisfy all withholding and payment obligations payable upon vesting which the Company determines must be withheld with respect to such Shares.  In this regard, the Participant authorizes the Corporation to withhold any applicable taxes payable by Participant from his or her wages or other income or assets payable to the Participant as required to satisfy all withholding requirements by the Corporation.