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 Conversion Shares, provided that [[Organization A:Organization]] shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of this Note so converted and [[Organization A:Organization]] shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to [[Organization A:Organization]] the amount of such tax or shall have established to the satisfaction of [[Organization A:Organization]] that such tax has been paid. [[Organization A:Organization]] shall pay all Transfer Agent fees required for same-day processing of any conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares. [[Organization A:Organization]] shall pay all attorney fees required for the issuance of attorney legal opinions for removal of restrictive legends on Conversion Shares.

Exemption from Transfer Taxes. Pursuant to section 1146(a) of the Bankruptcy Code, any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of property under the Plan or pursuant to: # the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors or the Reorganized Debtors; # the Restructuring Transactions; # the creation, modification, consolidation, termination, refinancing, and/or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such or other means; # the making, assignment, or recording of any lease or sublease; # the grant of collateral as security for any or all of the New Term Loan A Facility and the New Term Loan B Facility; or # the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment to the fullest extent contemplated by section 1146(a) of the Bankruptcy Code, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forego the collection of any such tax or governmental assessment and accept for filing and recordation of any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment.

Transfer Taxes and Other Costs. The payment of all state, local and municipal transfer taxes and documentary stamp charges (if any) arising from the sale of the Property and the recordation of the Deed shall be paid by Seller. Seller shall pay all of the Deed recording charges and all costs in connection with Expansion Permits and Approvals. Buyer shall pay the cost of any title endorsements selected by Buyer. Seller shall pay all costs and expenses in connection with termination of the Management Agreement. Buyer and Seller shall each pay one half of all applicable closing fees (including, without limitation, such fees imposed by the Title Company). Seller shall # pay all sales taxes and other taxes respecting the Property and/or the Seller incurred or imposed in connection with any period during Seller’s ownership of the Property and # indemnify, hold harmless and defend Buyer (using counsel selected by Buyer) against all claims, losses, costs, demands and liabilities in connection with the foregoing Paragraph 10(a). Notwithstanding the foregoing, the indemnity provided under the foregoing Paragraph 10(b) shall not pertain to sales tax liabilities of Seller in the event that the New York State Department of Tax and Finance issues a sales tax release on Form AU-197.1 in response to the submission of Form AU-196.10 under Section 8(c) hereof. Buyer shall pay all survey costs and the cost of a base owner’s title policy. In the event that Buyer elects to allocate a portion of the Purchase Price to the Personalty, Buyer shall pay any sales tax triggered by Buyer’s acquisition of the Personalty at Closing. Each party shall pay its own legal fees.

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. Assignor by these presents does hereby GRANT, CONVEY, BARGAIN, SELL, TRANSFER, ASSIGN, SET-OVER and DELIVER unto Assignee, all of Assignor's rights, titles, interests and privileges in and to the Assigned Contracts.

Transfer. If the "Terminated Employer" selects this option, the Administrator shall transfer (in accordance with the rules of Code §414(l) and the provisions of Section 8.3) the Accounts of the Employees of the "Terminated Employer" to a qualified pla n the "Terminated Employer" maintains. To exercise this option, the "Terminated Employer" must deliver to the "lead Employer"

Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the continuous employment requirement in paragraph 5(a). If the Participant transfers employment pursuant to this paragraph 5(b), the Participant will still be required to satisfy the definition of “Retire” under paragraph 7 of this Agreement in order to be eligible for the accelerated vesting provisions in connection with a retirement.

Transfer. The Holder may not transfer this Note except in connection with a sale of substantially all of the Holder's assets or a liquidation and dissolution of Holder.

TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto. Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant and the Securities Purchase Agreement.

Taxes. Except as set forth on [Schedule 4.15]: