Common use of Fees, Charges and Expenses Clause in Contracts

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any redemption or exchange change of the Mandatory Convertible Preferred Stock at the option of the Corporationin accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other The Record Holders shall not be required to pay any transfer and other taxes and governmental charges relating to the Mandatory Convertible Preferred Stock, the Receipts or the Depositary Shares; provided that a Record Holder shall be at the expense required to pay any tax or duty that may be payable relating to any issuance or delivery of Holders shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares evidenced by or Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder will shall be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary, the Depositary’s Agent, the Registrar and the Transfer Agent compensation for all services to be agreed upon with the Corporation for all services and rendered by them hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, as promptly as practicable after demand of the Depository hereunder and Depositary, to reimburse the Depository Depositary, the Depositary’s Agent, the Transfer Agent, the Registrar any dividend disbursement agent and any redemption agent for all of its reasonable out-of-pocket and documented expenses (including the reasonable counsel and documented fees and expensesexpenses for one outside counsel) and other disbursements incurred by in the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment exercise and performance of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) duties hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other similar taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other similar taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction obligations of the Corporation and the Depository that such taxrights of the Depositary, if anythe Depositary’s Agent, has been paidTransfer Agent or Registrar under this Section 5.7 shall survive the replacement, removal, resignation or any succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Agreement.

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation Company for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable documented out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCompany) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Stock Preferred Shares and the initial issuance of the Depositary Shares, all withdrawals of shares of the Preferred Shares by owners of Depositary Shares, and any redemption or exchange of shares of the Stock Preferred Shares at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay to the Depository the Depositary reasonable compensation to be agreed upon with the Corporation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Depository hereunder and Depositary, to reimburse the Depository Depositary for all of its reasonable out-of-pocket expenses (including reasonable and counsel fees and expenses) other reasonable disbursements incurred by in the Depository without gross negligencepreparation, willful misconduct or bad faith (each as determined by a final judgment delivery, negotiation, amendment, administration and execution of a court this Agreement and the exercise and performance of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) duties hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other The Holders shall not be required to pay any taxes and governmental charges relating to the Preferred Stock, the Receipts or the Depositary Shares; provided that a Holder shall be at the expense of Holders required to pay any tax or duty that may be payable relating to any transfers or exchanges of Depositary Shares evidenced by or Receipts, in each case, in a name other than the name of such Holder. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account obligations of the Corporation set forth in this Section 5.7 shall survive the amount replacement, removal, resignation or any succession of such taxany Depositary, if anyRegistrar, Transfer Agent or Depositary’s Agent, or shall have established to the reasonable satisfaction termination of the Corporation and the Depository that such tax, if any, has been paidthis Agreement.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable and documented out-of-pocket expenses (including reasonable and documented counsel fees and expensesexpenses of not more than one counsel) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct misconduct, or bad faith fraud (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction, an arbitral award or an agreement with the Corporation) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the shares of Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the shares of Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by ReceiptsShares. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent without gross negligence, willful misconduct misconduct, fraud or bad faith on its part (each as finally determined by a final non-appealable judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary, Depositary’s Agent) , Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series C Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series C Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series C Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as separately agreed upon with the Corporation Corporation, in accordance with such agreed upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent without gross negligence, willful misconduct or misconduct, bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, such Depositary’s Agent, such Transfer Agent and such Registrar without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent agent) (which gross negligence, willful misconduct or Depository’s Agentbad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) in connection with the services rendered by it (or such agent or Depository’s Agentagent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any redemption or exchange change of the Mandatory Convertible Preferred Stock at the option of the Corporationin accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other The Record Holders shall not be required to pay any transfer and other taxes and governmental charges relating to the Mandatory Convertible Preferred Stock, the Receipts or the Depositary Shares; provided that a Record Holder shall be at the expense required to pay any tax or duty that may be payable relating to any issuance or delivery of Holders shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares evidenced by or Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder will shall be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as set forth in Exhibit D hereto or, if thereafter separately agreed upon with the Corporation Corporation, in accordance with such subsequent agreed upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series C Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series C Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series C Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Convertible Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Convertible Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Convertible Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangementsthis Deposit Agreement. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as separately agreed upon with the Corporation Corporation, in accordance with such agreed upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent without gross negligence, willful misconduct misconduct, fraud or bad faith on its part (each as finally determined by a final non-appealable judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary, Depositary’s Agent) , Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay to the Depository the Depositary reasonable compensation to be agreed upon with the Corporation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Depository hereunder and Depositary, to reimburse the Depository Depositary for all of its reasonable out-of-pocket expenses (including reasonable and counsel fees and expenses) other reasonable disbursements incurred by in the Depository without gross negligencepreparation, willful misconduct or bad faith (each as determined by a final judgment delivery, negotiation, amendment, administration and execution of a court this Agreement and the exercise and performance of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) duties hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of the Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account obligations of the Corporation set forth in this Section 5.7 shall survive the amount replacement, removal, resignation or any succession of such taxany Depositary, if anyRegistrar, Transfer Agent or Depositary’s Agent, or shall have established to the reasonable satisfaction termination of the Corporation and the Depository that such tax, if any, has been paidthis Agreement.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series E Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series E Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series E Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series D Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series D Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series D Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, any dividend disbursement agent and any redemption agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, any dividend disbursement agent and any redemption agent without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series B Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series B Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series B Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as separately agreed upon with the Corporation Corporation, in accordance with such agreed upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as set forth in Exhibit D hereto or, if thereafter separately agreed upon with the Corporation Corporation, in accordance with such subsequent agreed upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series E Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series E Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series E Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, negligence or willful misconduct or bad faith on its part (each as determined by a final final, non-appealable judgment of by a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series C Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series C Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series C Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of ReceiptsHolder. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder No charges and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and or any redemption or exchange of the Stock at the option of the CorporationDepositary's Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. The Company shall also pay all fees and expenses of the depository arrangements. All other transfer Depositary in connection with the initial deposit of the Preferred Stock and other taxes and governmental charges shall be at the expense initial issuance of Holders of the Depositary Shares evidenced by the Receipts. If, any redemption of the Preferred Stock at the request option of a Holder the Company and all withdrawals of the Preferred Stock by holders of Receipts, in each case, in the Depository incurs charges amount and manner set forth in that certain Transfer Agency and Service Agreement, dated as of October 1, 2002, by and between the Company and the Depositary (as the same may be amended, modified, supplemented or expenses for which replaced from time to time by the Corporation is parties, the "Transfer Agency and Service Agreement"). If a holder of Receipts requests the Depositary to perform duties not otherwise liable hereunderrequired under this Deposit Agreement, the Depositary shall notify the holder of the cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, such Holder holder will thereafter be liable for such the charges and expenses; providedexpenses related to such performance. All other fees and expenses of the Depositary and any Depositary's Agent hereunder and of any Registrar (including, howeverin each case, that fees and expenses of counsel) incident to the Depository mayperformance of their respective obligations hereunder will be promptly paid by the Company pursuant to the terms of Transfer Agency and Service Agreement (or, if such agreement is no longer in effect, pursuant to such terms as the Company and the Depositary shall agree in good faith, which terms shall be at its sole option, request that least as favorable to the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of Depositary as those contained in such Holder of Receiptsagreement as last in effect). The Depository Depositary shall present its statement for charges fees and expenses to the Corporation Company every month or at such other intervals as the Corporation Company and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.Article VI

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful intentional misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided above, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series D Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series D Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series D Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer agree using the Ariba invoicing system (or issue using such other system or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository means of presenting statements for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of charges and expenses as the Corporation and the Depository that such tax, if any, has been paidDepositary may mutually agree from time to time hereafter).

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as separately agreed upon with the Corporation Corporation, in accordance with such agreed-upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent hereunder and to reimburse the Depository Depositary for its reasonable and documented out-of-pocket expenses (including reasonable and documented counsel fees and expenses, provided that any fees of counsel to the Depositary in connection with the negotiation and execution of this Deposit Agreement shall not exceed $[•]) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent without gross negligence, willful misconduct misconduct, fraud or bad faith (each as determined by a final judgment non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder No charges and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and or any redemption or exchange of the Stock at the option of the CorporationDepositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. The Company shall also pay all fees and expenses of the depository arrangements. All other transfer Depositary in connection with the initial deposit of the Preferred Stock and other taxes and governmental charges shall be at the expense initial issuance of Holders of the Depositary Shares evidenced by the Receipts. If, any redemption of the Preferred Stock at the request option of a Holder the Company and all withdrawals of the Preferred Stock by holders of Receipts, in each case, in the Depository incurs charges amount and manner set forth in that certain Transfer Agency and Service Agreement, dated as of , 200__, by and between the Company and the Depositary (as the same may be amended, modified, supplemented or expenses for which replaced from time to time by the Corporation is parties, the “Transfer Agency and Service Agreement”). If a holder of Receipts requests the Depositary to perform duties not otherwise liable hereunderrequired under this Deposit Agreement, the Depositary shall notify the holder of time cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, such Holder holder will thereafter be liable for such the charges and expenses; providedexpenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, howeverin each case, that fees and expenses of counsel) incident to the Depository mayperformance of their respective obligations hereunder will be promptly paid by the Company pursuant to the terms of Transfer Agency and Service Agreement (or, if such agreement is no longer in effect, pursuant to such terms as the Company and the Depositary shall agree in good faith, which terms shall be at its sole option, request that least as favorable to the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of Depositary as those contained in such Holder of Receiptsagreement as last in effect). The Depository Depositary shall present its statement for charges fees and expenses to the Corporation Company every month or at such other intervals as the Corporation Company and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay to the Depository the Depositary reasonable compensation to be agreed upon with the Corporation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Depository hereunder and Depositary, to reimburse the Depository Depositary for all of its reasonable out-of-pocket expenses (including reasonable and counsel fees and expenses) other disbursements incurred by in the Depository without gross negligencepreparation, willful misconduct or bad faith (each as determined by a final judgment delivery, negotiation, amendment, administration and execution of a court this Agreement and the exercise and performance of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) duties hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account obligations of the Corporation set forth in this Section 5.7 shall survive the amount replacement, removal, resignation or any succession of such taxany Depositary, if anyRegistrar, Transfer Agent or Depositary’s Agent, or shall have established to the reasonable satisfaction termination of the Corporation and the Depository that such tax, if any, has been paidthis Agreement.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunderhereunder (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgement, decree or ruling of a court of competent jurisdiction). The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series W Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series W Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series W Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.ARTICLE VI

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series H Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series H Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series H Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith (each as determined by a final judgment on the part of a court of competent jurisdiction) on its part the Depositary (or on the part of any agent or Depository’s Depositary Agent) (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgement, decree or ruling of a court of competent jurisdiction) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangementsthis Depositary Agreement. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay to the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder No charges and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and or any redemption or exchange of the Stock at the option of the CorporationDepositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. The Company shall also pay all fees and expenses of the depository arrangements. All other transfer Depositary in connection with the initial deposit of the Preferred Stock and other taxes and governmental charges shall be at the expense initial issuance of Holders of the Depositary Shares evidenced by the Receipts. If, any redemption of the Preferred Stock at the request option of a Holder the Company and all withdrawals of the Preferred Stock by holders of Receipts, in each case, in the Depository incurs charges amount and manner set forth in that certain Transfer Agency and Service Agreement, dated as of November , 2003, by and between the Company and the Depositary (as the same may be amended, modified, supplemented or expenses for which replaced from time to time by the Corporation is parties, the “Transfer Agency and Service Agreement”). If a holder of Receipts requests the Depositary to perform duties not otherwise liable hereunderrequired under this Deposit Agreement, the Depositary shall notify the holder of time cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, such Holder holder will thereafter be liable for such the charges and expenses; providedexpenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, howeverin each case, that fees and expenses of counsel) incident to the Depository mayperformance of their respective obligations hereunder will be promptly paid by the Company pursuant to the terms of Transfer Agency and Service Agreement (or, if such agreement is no longer in effect, pursuant to such terms as the Company and the Depositary shall agree in good faith, which terms shall be at its sole option, request that least as favorable to the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of Depositary as those contained in such Holder of Receiptsagreement as last in effect). The Depository Depositary shall present its statement for charges fees and expenses to the Corporation Company every month or at such other intervals as the Corporation Company and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as set forth in Exhibit D hereto or, if thereafter separately agreed upon with the Corporation Corporation, in accordance with such subsequent agreed upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series F Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series F Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series F Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent without gross negligence, willful misconduct misconduct, fraud or bad faith on its part (each as finally determined by a final non-appealable judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary, Depositary’s Agent) , Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series F Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series F Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series F Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any redemption or exchange change of the Mandatory Convertible Preferred Stock at the option of the Corporationin accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other The Record Holders shall not be required to pay any transfer and other taxes and governmental charges relating to the Mandatory Convertible Preferred Stock, the Receipts or the Depositary Shares; provided that a Record Holder shall be at the expense required to pay any tax or duty that may be payable relating to any issuance or delivery of Holders shares of Mandatory Convertible Preferred Stock or Common Shares or transfers or exchanges of Depositary Shares evidenced by or Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder will shall be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series H Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series H Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series H Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, negligence or willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any redemption or exchange change of the Mandatory Convertible Preferred Stock at the option of the Corporationin accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other The Record Holders shall not be required to pay any transfer and other taxes and governmental charges relating to the Mandatory Convertible Preferred Stock, the Receipts or the Depositary Shares; provided that a Record Holder shall be at the expense required to pay any tax or duty that may be payable relating to any issuance or delivery of Holders shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares evidenced by or Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder will shall be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunderhereunder (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgement, decree or ruling of a court of competent jurisdiction). The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series T Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series T Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series T Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.ARTICLE VI

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series I Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series I Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series I Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder No charges and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and or any redemption or exchange of the Stock at the option of the CorporationDepositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. The Company shall also pay all fees and expenses of the depository arrangements. All other transfer Depositary in connection with the initial deposit of the Preferred Shares and other taxes and governmental charges shall be at the expense initial issuance of Holders of the Depositary Shares evidenced by the Receipts. If, any redemption of the Preferred Shares at the request option of a Holder the Company and all withdrawals of the Preferred Shares by holders of Receipts, in each case, in the Depository incurs charges amount and manner set forth in that certain Transfer Agency and Service Agreement, dated as of ________, 200_, by and between the Company and the Depositary (as the same may be amended, modified, supplemented or expenses for which replaced from time to time by the Corporation is parties, the “Transfer Agency and Service Agreement”). If a holder of Receipts requests the Depositary to perform duties not otherwise liable hereunderrequired under this Deposit Agreement, the Depositary shall notify the holder of time cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, such Holder holder will thereafter be liable for such the charges and expenses; providedexpenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, howeverin each case, that fees and expenses of counsel) incident to the Depository mayperformance of their respective obligations hereunder will be promptly paid by the Company pursuant to the terms of Transfer Agency and Service Agreement (or, if such agreement is no longer in effect, pursuant to such terms as the Company and the Depositary shall agree in good faith, which terms shall be at its sole option, request that least as favorable to the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of Depositary as those contained in such Holder of Receiptsagreement as last in effect). The Depository Depositary shall present its statement for charges fees and expenses to the Corporation Company every month or at such other intervals as the Corporation Company and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar and any distribution agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar and any distribution agent without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series B Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series B Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series B Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depository Depositary for its reasonable out-–of-–pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent without gross negligence, willful misconduct misconduct, fraud or bad faith on its part (each as finally determined by a final non-appealable judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary, Depositary’s Agent) , Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series E Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series E Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series E Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful intentional misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided above, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series F Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series F Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series F Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer agree using the Ariba invoicing system (or issue using such other system or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository means of presenting statements for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of charges and expenses as the Corporation and the Depository that such tax, if any, has been paidDepositary may mutually agree from time to time hereafter).

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon Depositary in accordance with the Corporation applicable provisions of the Transfer Agent Services Agreement for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct misconduct, or bad faith actual fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series G Preferred Stock and the initial issuance of the Depositary Shares as set forth in Exhibit C, all withdrawals of shares of the Series G Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series G Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as set forth in Exhibit D hereto or, if thereafter separately agreed upon with the Corporation Corporation, in accordance with such subsequent agreed upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series D Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series D Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series D Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as separately agreed upon with the Corporation Corporation, in accordance with such agreed upon terms, for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent without gross negligence, willful negligence orwillful misconduct or bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the shares of Series E Preferred Stock and the initial issuance of Depositary Shares in connection with the closing of the transactions contemplated by the Stock Purchase Agreement and the Underwriting Agreement, any subsequent transaction involving the issuance of shares of Series E Preferred Stock to be represented by Depositary Shares and any redemption redemption, conversion or exchange of the deposited shares of Series E Preferred Stock at the option of the CorporationCorporation or at the request of a Holder of Receipts. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder No charges and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and or any redemption or exchange of the Stock at the option of the CorporationDepositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. The Company shall also pay all fees and expenses of the depository arrangements. All other transfer Depositary in connection with the initial deposit of the Preferred Shares and other taxes and governmental charges shall be at the expense initial issuance of Holders of the Depositary Shares evidenced by the Receipts. If, any redemption of the Preferred Shares at the request option of a Holder the Company, and all withdrawals of the Preferred Shares by holders of Receipts, in each case, in the Depository incurs charges amount and manner set forth in that certain Transfer Agency and Service Agreement, to be entered into by and between the Company and the Depositary (as the same may be amended, modified, supplemented or expenses for which replaced from time to time by the Corporation is parties, the “Transfer Agency and Service Agreement”). If a holder of Receipts requests the Depositary to perform duties not otherwise liable hereunderrequired under this Deposit Agreement, the Depositary shall notify the holder of the cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, such Holder holder will thereafter be liable for such the charges and expenses; providedexpenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, howeverin each case, that fees and expenses of counsel) incident to the Depository mayperformance of their respective obligations hereunder will be promptly paid by the Company pursuant to the terms of the Transfer Agency and Service Agreement (or, if such agreement is no longer in effect, pursuant to such terms as the Company and the Depositary shall agree to in good faith, which terms shall be at its sole option, request that least as favorable to the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of Depositary as those contained in such Holder of Receiptsagreement as last in effect). The Depository Depositary shall present its statement for charges fees and expenses to the Corporation Company every month or at such other intervals as the Corporation Company and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon Depositary in accordance with the Corporation applicable provisions of the Transfer Agent Services Agreement for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct misconduct, or bad faith actual fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series I Preferred Stock and the initial issuance of the Depositary Shares as set forth in Exhibit C, all withdrawals of shares of the Series I Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series I Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary, each Depositary’s Agent, and Registrar, as applicable, the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, each Depositary’s Agent, and Registrar, as applicable, without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of ReceiptsHolder. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction obligations of the Corporation and the Depository that such taxrights of the Depositary set forth in this Section 5.7 shall survive any resignation, if anyreplacement, has been paidremoval or succession of any Depositary, Registrar or Depositary’s Agent or the termination of this Deposit Agreement.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunderhereunder (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgement, decree or ruling of a court of competent jurisdiction). The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series U Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series U Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series U Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.ARTICLE VI

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent), each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) jurisdiction in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series B Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series B Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series B Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) Depositary in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any redemption or exchange change of the Mandatory Convertible Preferred Stock at the option of the Corporationin accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other The Record Holders shall not be required to pay any transfer and other taxes and governmental charges relating to the Mandatory Convertible Preferred Stock, the Receipts or the Depositary Shares; provided that a Record Holder shall be at the expense required to pay any tax or duty that may be payable relating to any issuance or delivery of Holders shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares evidenced by or Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder will shall be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful intentional misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided above, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series G Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series G Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series G Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer agree using the Ariba invoicing system (or issue using such other system or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository means of presenting statements for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of charges and expenses as the Corporation and the Depository that such tax, if any, has been paidDepositary may mutually agree from time to time hereafter).

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary's Agent, Transfer Agent, Registrar and any distribution agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary's Agent, Transfer Agent, Registrar and any distribution agent without gross negligence, willful misconduct or bad faith on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar and any distribution agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar and any distribution agent without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar and any distribution agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent, Registrar and any distribution agent without gross negligence, willful misconduct or bad faith (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (jurisdiction and, provided, that, the Corporation is not entitled to any rights of set-off or on holdback concerning compensation when due and payable to the part of any agent or Depository’s AgentDepositary) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the shares of Series A Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the shares of Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful intentional misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided above, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series E Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series E Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series E Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer agree using the Ariba invoicing system (or issue using such other system or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository means of presenting statements for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of charges and expenses as the Corporation and the Depository that such tax, if any, has been paidDepositary may mutually agree from time to time hereafter).

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series B Preferred Stock and the initial issuance of the Depositary Shares and any redemption or exchange change of the Series B Preferred Stock at the option of the Corporationin accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other The Record Holders shall not be required to pay any transfer and other taxes and governmental charges relating to the Series B Preferred Stock, the Receipts or the Depositary Shares; provided that a Record Holder shall be at the expense required to pay any tax or duty that may be payable relating to any issuance or delivery of Holders shares of Series B Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares evidenced by or Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder will shall be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s AgentAgent or Transfer Agent or Registrar) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges and fees for the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of Holders holders of Depositary Shares evidenced by ReceiptsShares. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; providedexpenses. All other fees, howevercharges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, that in each case, fees and expenses of counsel) incident to the Depository may, at its sole option, request that performance of their respective obligations hereunder will be paid upon consultation and agreement between the Corporation direct a Holder of a Receipt to prepay Depositary and the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of ReceiptsCompany. The Depository Depositary shall present its statement for charges and expenses to the Corporation at Company in such intervals as the Corporation Company and the Depository Depositary may agree. The Depository obligations set forth in this Section 5.9 shall not register survive the replacement, removal or resignation of any transfer Depositary, Registrar, Transfer Agent or issue Depositary’s Agent or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account termination of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paidthis Deposit Agreement.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository the compensation to be agreed upon Depositary in accordance with the Corporation applicable provisions of the Transfer Agent Services Agreement for all services rendered by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct misconduct, or bad faith actual fraud on its part (each as finally determined by a final judgment non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part (, an arbitral award or on an agreement with the part of any agent or Depository’s AgentCorporation) in connection with the services rendered by it (or such any agent or Depository’s Agentof the Depositary) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of shares of the Series H Preferred Stock and the initial issuance of the Depositary Shares as set forth in Exhibit C, all withdrawals of shares of the Series H Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Series H Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation Company for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or DepositoryDepositary’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary’s AgentAgent or Transfer Agent or Registar) hereunder. The Corporation Company shall pay all charges of the Depository Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the CorporationCompany. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges and fees for the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of Holders holders of Depositary Shares evidenced by ReceiptsShares. If, at the request of a Holder holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, such Holder holder will be liable for such charges and expenses; providedexpenses. All other fees, howevercharges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, that in each case, fees and expenses of counsel) incident to the Depository may, at its sole option, request that performance of their respective obligations hereunder will be paid upon consultation and agreement between the Corporation direct a Holder of a Receipt to prepay Depositary and the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of ReceiptsCompany. The Depository Depositary shall present its statement for charges and expenses to the Corporation at Company in such intervals as the Corporation Company and the Depository Depositary may agree. The Depository obligations set forth in this Section 5.9 shall not register survive the replacement, removal or resignation of any transfer Depositary, Registrar, Transfer Agent or issue Depositary’s Agent or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account termination of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paidthis Deposit Agreement.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the Depository Depositary without gross negligence, willful misconduct or misconduct, bad faith (each as determined by a final judgment of a court of competent jurisdiction) or fraud on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series G Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series G Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series G Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, Depositary’s Agent, Registrar and Transfer Agent without gross negligence, willful misconduct misconduct, fraud or bad faith on its part (each as finally determined by a final non-appealable judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or DepositoryDepositary, Depositary’s Agent) , Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series E Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series E Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series E Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunderhereunder (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgement, decree or ruling of a court of competent jurisdiction). The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series V Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series V Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series V Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of Receipts. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax, if any, has been paid.ARTICLE VI

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depository Depositary, each Depositary’s Agent, and Registrar, as applicable, the compensation to be agreed upon with the Corporation for all services rendered by the Depository Depositary hereunder and to reimburse the Depository Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository Depositary, each Depositary’s Agent, and Registrar, as applicable, without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on its part (or on the part of any agent or Depository’s Depositary Agent) in connection with the services rendered by it (or such agent or Depository’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depository Depositary in connection with the initial deposit of the Series B Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series B Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series B Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; expenses; provided, however, that the Depository Depositary may, at its sole option, request that the Corporation direct require a Holder of a Receipt to prepay the Depository Depositary any charge or expense the Depository Depositary has been asked to incur at the request of such Holder of ReceiptsHolder. The Depository Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository Depositary may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount of such tax, if any, or shall have established to the reasonable satisfaction obligations of the Corporation and the Depository that such taxrights of the Depositary set forth in this Section 5.7 shall survive any resignation, if anyreplacement, has been paidremoval or succession of any Depositary, Registrar or Depositary’s Agent or the termination of this Deposit Agreement.