Charter Holdings shall bear its and the Charter Group’s expenses and each exchanging Class B Unitholder or, in the case of an automatic exchange of Class B Common Units pursuant to Section 3.5 of the LLC Agreement, the applicable lender(s), shall bear its own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that Charter Holdings shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided , that if any shares of Class A Common Stock are to be delivered in a name other than that of the Class B Unitholder that requested the Exchange or applicable lender(s), then such Class B Unitholder, applicable lender(s) or the Person in whose name such shares are to be delivered shall pay to Charter Holdings the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange (to the extent the amount of any such taxes are in excess of what would be required to be paid by New Charter or Charter Holdings in connection with, or arising by reason of, such Exchange if the shares of Class A Common Stock were to be delivered in the name of the Class B Unitholder that requested the Exchange or applicable lender(s)) or shall establish to the reasonable satisfaction of New Charter and Charter Holdings that such tax has been paid or is not payable. For the avoidance of doubt, each exchanging Class B Unitholder shall bear any and all income or gains taxes imposed on gain realized by such exchanging Class B Unitholder as a result of any such Exchange.