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.

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”).

LATE CHARGES. If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within five (5) business days after Tenant's receipt of written notice from Landlord that said amount is due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount plus any reasonable attorneys' fees incurred by Landlord by reason of Tenant's failure to pay Rent and/or other charges when due hereunder. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord's remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid within ten (10) days after the date they are due shall bear interest from the date when due until paid at a rate per annum equal to the lesser of # the annual "Bank Prime Loan" rate cited in the Federal Reserve Statistical Release Publication ​(415), published on the first Tuesday of each calendar month (or such other comparable index as Landlord and Tenant shall reasonably agree upon if such rate ceases to be published) plus four (4) percentage points, and # the highest rate permitted by Applicable Law.

In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law, such excess amount shall be first applied to any unpaid principal balance owed by [[Organization A:Organization]], and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to [[Organization A:Organization]] and the provisions hereof shall be deemed amended to provide for such permissible rate.

Other Charges. The Borrowers fail to pay any other charges, expenses or other monetary obligations owing to any Lender or the Administrative Agent arising out of or incurred in connection with this Agreement or any other Loan Document within five days after notice that such payment was not made when due or demanded, as applicable;.