Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by [[Organization A:Organization]]; provided, however, that [[Organization A:Organization]] shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

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

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.

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.

Taxes and Operating Expenses. Tenant shall not be obligated to pay any Taxes or Operating Expenses with respect to the Additional Premises.

Taxes and Operating Expenses. Tenant shall continue to pay Taxes and Operating Expenses for the Premises pursuant to the terms of the Lease through May 31, 2006. Effective June 1, 2006 and continuing thereafter throughout the Extension Term, Tenant shall pay Taxes and Operating Expenses for the entire Premises (including, without limitation the 14th Floor Premises, notwithstanding Paragraph 3 of the Fourth Amendment) pursuant to the terms of the Lease and as follows: # the “Tax Base” shall be the Taxes paid by landlord for the fiscal tax year commencing July 1, 2006 and ending June 30, 2007 and, accordingly, effective June 1, 2006, Paragraph 4.01(b) of the Lease is hereby deleted in its entirety and replaced with the following: “(b) “Tax Base” shall mean Taxes which would be paid by Landlord for the fiscal tax year commencing July 1, 2006 and ending June 30, 2007.”; # Tenant’s Proportionate Share of Taxes shall be 0.7565% for the 3rd Floor Premises, 8.4838% for the Initial Premises and 1.6100% for the 14th Floor Premises, and, accordingly, effective June 1, 2006, Paragraph 4.01(d) of the Lease is deleted in its entirety and replaced with the following: “(d) “Tenant’s Proportionate Share” shall mean for purposes of [Sections 4.01 through 4.04] of this Lease and all calculations in connection therewith: # 0.7565% as to the 3rd Floor Premises (as such term is defined in the Fifth Amendment to Lease entered into between Landlord and Tenant in conjunction with this Lease (the “5th Amendment”)), # 8.4838% as to the Initial Premises (as such term is defined in the 5th Amendment), and # 1.6100% as to the 14th Floor Premises (as such term is defined in the 5th Amendment).”; # the “Operating Expense Base” shall be changed to the calendar year 2006, and, accordingly, effective as of June 1, 2006, Paragraphs

4.05(c) and 4.07 of the Lease are amended by deleting the date “1994” and replacing it with “2006”; and # Tenant’s Proportionate Share of Operating Expenses shall be 0.8104% for the 3rd Floor Premises, 9.0878% for the Initial Premises, and 1.7200% for the 14th Floor Premises, and, accordingly, effective as of June 1, 2006, Paragraph 4.05(e) of the Lease is deleted in its entirety and replaced with the following: “(e) “Tenant’s Proportionate Share” shall mean for the purposes of this Lease and all calculations in connection therewith: # 0.8104% as to the 3rd Floor Premises, # 9.0878% as to the Initial Premises, and # 1.7200% as to the 14th Floor Premises.”

Costs, Expenses and Taxes. The Borrowers agree to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.

Local Taxes: The Distributor shall be solely responsible to pay all local taxes, duties, levies, license fees, governmental or municipal charges and any other expenses assessed or imposed by any regulatory or other entity or agency in the Territory as a result of the importation of the Products. The Distributor shall indemnify, defend and hold the Manufacturer harmless from all damages, liabilities and other expenses, including without limitation actual attorney’s fees and costs incurred, that in any way arise out of such taxes or charges.

Operating Charges and Real Estate Taxes. Tenant shall pay as additional rent Tenant’s Proportionate Share of Operating Charges and Tenant’s Proportionate Share of Real Estate Taxes (as both such terms are defined in [Exhibit E]) for each calendar year falling entirely or partly within the Lease Term, subject to and in accordance with the provisions set forth in [Exhibit E] attached hereto.

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”).