Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates. The [[Organization A:Organization]] shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust [[Organization A:Organization]] (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

Transfer Taxes, Fees and Expenses. Seller shall be responsible for and pay any and all excise, sales, value added, use, registration, stamp, recording, documentary, property, transfer and similar taxes, levies, charges and fees incurred in connection with the transactions contemplated hereby (collectively, “Transfer Taxes”).

Transfer Taxes. All transfer, documentary, sales, use, value-added, gross receipts, stamp, registration, property, excise, transfer or other similar taxes, charges or fees (collectively, “Transfer Taxes”) incurred in connection with the transfer and sale of the Purchased Assets as contemplated by the

Transfer Taxes. The Company and YourSpace shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated hereby that are required or permitted to be filed on or before the Closing Date. The Company and YourSpace agree that YourSpace will pay any real property, transfer or gains tax, stamp tax, stock transfer tax, or other similar tax imposed on the transactions contemplated by this Agreement or the exchange of the Shares pursuant thereto (collectively, “Transfer Taxes”), excluding any Transfer Taxes as may result from the transfer of beneficial interests in the Shares other than as a result of the transactions contemplated under this Agreement, and any penalties or interest with respect to the Transfer Taxes. YourSpace agrees to cooperate with the Company in the filing of any returns with respect to the Transfer Taxes.

Transfer Taxes. The Company shall pay any and all documentary, stamp and similar issue or transfer tax in connection with the issue or delivery of the Purchased Securities, and any other reasonable expense in respect thereto.

Transfer Taxes. As of the date of this Agreement, all share transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance of the Series L Preferred Shares to be exchanged with [[Organization A:Organization]] hereunder will be, or will have been, fully paid or provided for by [[Organization B:Organization]], and all laws imposing such taxes will be or will have been complied with.

Transfer Taxes. Except as otherwise required by Law, Buyer shall file all Tax Returns required to be filed in respect of Transfer Taxes imposed on or with respect to the transactions contemplated by this Agreement and pay all Transfer Taxes owing with respect to such returns. The Parties shall cooperate with each other in connection with the filing of any Tax Returns relating to Transfer Taxes, including joining in the execution of any such Tax Return or other documentation where necessary. Buyer and Seller shall, upon request of the other Party, use their commercially reasonable efforts to obtain any certificate or other document from any person as may be necessary to mitigate, reduce or eliminate any Transfer Tax, including by qualifying for the occasional sale exemption or any other exemption available under applicable Law. Buyer and Seller intend that the transaction contemplated by this Agreement will qualify as an “occasional sale” for Texas sales tax purposes, and will be exempt from such tax pursuant to Texas Tax Code Section 151.304. On or prior to the Closing Date, Seller shall provide Buyer with a duly executed Texas Comptroller Form 01-917, Statement of Occasional Sale, with respect to such transaction. If required by Law to file or pay any Transfer Tax described in this Section 5.03(d), Seller shall timely pay such Transfer Tax and provide to Buyer copies of all such filed Tax Returns relating to Transfer Taxes and reasonable evidence that all such Transfer Taxes have been timely paid. Buyer shall reimburse Seller for the payment of such Transfer Taxes within ten (10) days of its receipt of such reasonable evidence.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the assignment form (“Assignment Form”) attached hereto as [Exhibit B] duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Charges, Taxes and Expenses. Issuance of Exercise Units and any other Exercise Consideration shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance and delivery thereof, all of which taxes and expenses shall be paid by the Company, and all Exercise Units shall be issued in the name of the Holder or in such name or names as may be directed by the Holder.

COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Second Amendment and the other instruments and documents to be delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).