Common use of Fees, Charges and Expenses Clause in Contracts

Fees, Charges and Expenses. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares and any redemption of the Preferred Stock at the option of the Company. 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 of Depositary Shares. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid by the holder thereof If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses, provided, however, that the Depositary need not incur such charges or expenses if repayment of such amounts is not reasonably assured to it All other charges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. The Depositary shall present its statement for charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares and any redemption of the Preferred Stock at the option of the Company. 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 of Depositary Shares. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid by the holder thereof thereof. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses, provided, however, that the Depositary need not incur such charges or expenses if repayment of such amounts is not reasonably assured to it it. All other charges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. The Depositary shall present its statement for charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.7. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and evidenced by the Receipts, any redemption of the Preferred Stock Shares at the option of the Company. All other transfer Company and other taxes and governmental charges and fees for all withdrawals of the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of Shares by holders of Depositary Shares. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid by the holder thereof If, at the request of If a holder of ReceiptsReceipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, shall notify the holder of the cost of the performance of such duties prior to the performance thereof. Such holder will be liable for such the charges and expenses, provided, however, that the Depositary need not incur expenses related to such charges or expenses if repayment of such amounts is not reasonably assured to it performance. All other charges fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid upon consultation and agreement as previously agreed between the Depositary and the Company as to the amount and nature of such charges and expensesCompany. The Depositary shall present its statement for charges fees and expenses to the Company once every three months month or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by the Company, except as provided in this Section and in Section 16 of the Transfer Agent Agreement, dated October 26, 2009, by and between the Company and the Depositary and no charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any other person except as provided in this Section. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges and expenses of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and Shares, any redemption of the Preferred Stock Shares at the option of the Company. All other transfer Company and other taxes and governmental charges and fees for all withdrawals of the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of Shares by holders of Depositary Shares. If a holder of Receipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary shall notify the holder of the cost of the performance of such duties prior to the performance thereof. Such holder will be liable for the charges and expenses related to such performance. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock Shares evidenced thereby until all such taxes charges and charges expenses with respect to such Receipt or shares of Preferred Stock Shares are paid by the holder thereof If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses, provided, however, that the Depositary need not incur such charges or expenses if repayment of such amounts is not reasonably assured to it All other charges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. The Depositary shall present its statement for charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agreepaid.

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and evidenced by the Receipts, any redemption of the Preferred Stock Shares at the option of the Company. All other transfer Company and other taxes and governmental charges and fees for all withdrawals of the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of Shares by holders of Receipts, in each case, in the 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 Shares. The Depositary (as the same may refuse be amended, modified, supplemented or replaced from time to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid time by the holder thereof Ifparties, at the request of “Transfer Agency and Service Agreement”). If a holder of ReceiptsReceipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which it is not otherwise liable hereundershall 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 will thereafter be liable for such the charges and expenses, provided, however, that the Depositary need not incur expenses related to such charges or expenses if repayment of such amounts is not reasonably assured to it performance. All other charges fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid upon consultation by the Company pursuant to the terms of Transfer Agency and Service Agreement (or, if such agreement between is no longer in effect, pursuant to such terms as the Company and the Depositary and the Company shall agree in good faith, which terms shall be at least as favorable to the amount and nature of Depositary as those contained in such charges and expensesagreement as last in effect). The Depositary shall present its statement for charges fees and expenses to the Company once every three months month or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any Person, except as provided in this Section 5.07. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement other than any taxes measured by or imposed on the depositary arrangementsDepositary’s or any Depositary’s Agent’s net income. The Company shall also pay all charges fees and expenses of the Depositary in connection with the initial deposit of the Class N Preferred Stock and the initial issuance of the Depositary Shares and evidenced by the Receipts, any redemption mandatory conversion of the Class N Preferred Stock at the option of the Company. All other transfer Company and other taxes all conversions and governmental charges and fees for withdrawals of the withdrawal of Class N Preferred Stock upon surrender of Receipts shall be at the expense of by holders of Depositary SharesReceipts. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid by the holder thereof If, at the request of If a holder of ReceiptsReceipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which shall notify the holder (i) whether it is not otherwise liable hereunderagrees to perform such duties and (ii) if it agrees to perform such duties, the cost of the performance of such duties prior to the performance thereof. Upon approval of such cost, such holder will be liable thereafter for such the charges and expensesexpenses related to such performance, providedand the Depositary, however, that any Depositary’s Agent or the Depositary need not incur Registrar may require such charges or expenses if repayment of such amounts is not reasonably assured holder to provide indemnity satisfactory to it prior to performing such request. All other charges fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any the Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incurred in the preparation, negotiation, delivery, amendment, administration, modification, waiver, performance, enforcement and execution of this Deposit Agreement and incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement by the Company as previously agreed between the Depositary and the Company as to the amount and nature of such charges and expensesCompany. The Depositary (and if applicable, the Registrar) shall present its statement for fees, charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may otherwise agree.

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by the Company, except as provided in this Section and in Section 16 of the Transfer Agent Agreement, dated October 26, 2009, by and between the Company and the Depositary and no charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any other person except as provided in this Section. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges and expenses of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and Shares, any redemption of the Preferred Stock Shares at the option of the Company. All other transfer Company and other taxes and governmental charges and fees for all withdrawals of the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of Shares by holders of Depositary Shares. If a holder of Receipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary shall notify the holder of the cost of the performance of such duties prior to the performance thereof. Such holder will be liable for the charges and expenses related to such performance. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock Shares evidenced thereby until all such taxes taxes, charges and charges expenses with respect to such Receipt or shares of Preferred Stock Shares are paid by the holder thereof If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses, provided, however, that the Depositary need not incur such charges or expenses if repayment of such amounts is not reasonably assured to it All other charges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. The Depositary shall present its statement for charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agreepaid.

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.07. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and evidenced by the Receipts, any redemption of the Preferred Stock Shares at the option of the Company. All other transfer Company and other taxes and governmental charges and fees for all withdrawals of the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of Shares by holders of Depositary Shares. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid by the holder thereof If, at the request of If a holder of ReceiptsReceipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, shall notify the holder of the cost of the performance of such duties prior to the performance thereof. Such holder will be liable for such the charges and expenses, provided, however, that the Depositary need not incur expenses related to such charges or expenses if repayment of such amounts is not reasonably assured to it performance. All other charges fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid upon consultation and agreement as previously agreed between the Depositary and the Company as to the amount and nature of such charges and expensesCompany. The Depositary shall present its statement for charges fees and expenses to the Company once every three months quarter or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No charges and expenses of the Depositary hereunder shall be payable by any person, except as provided in this Section 5.09. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares and evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company. All other transfer Company and other taxes and governmental charges and fees for all withdrawals of the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of by holders of Depositary SharesReceipts. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid by the holder thereof If, at the request of If a holder of ReceiptsReceipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which it is not otherwise liable hereundershall 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 will thereafter be liable for such the charges and expenses, provided, however, that the Depositary need not incur expenses related to such charges or expenses if repayment of such amounts is not reasonably assured to it performance. All other charges fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective its obligations hereunder will be promptly paid upon consultation and agreement between by the Depositary and the Company as to the amount and nature of such charges and expensesCompany. The Depositary shall present its statement for charges fees and expenses to the Company once every three months month or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all charges fees and expenses (including reasonable counsel fees and expenses) of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and any redemption of the Preferred Stock Shares at the option of the Company. All other transfer and other taxes and governmental charges and fees for the withdrawal of Preferred Stock Shares upon surrender of Receipts shall be at the expense of holders of Depositary Shares. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock Shares evidenced thereby until all such taxes and governmental charges with respect to such Receipt or shares of Preferred Stock Shares are paid by the holder thereof thereof. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses, provided, however, that the Depositary need not incur such charges or expenses if repayment of such amounts is not reasonably assured to it it. All other charges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incurred in the preparation, delivery, amendment, administration and execution of this Deposit Agreement and incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement by the Company as previously agreed between the Depositary and the Company as to the amount and nature of such charges and expensesCompany. The Depositary shall present its statement for charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and any redemption of the Preferred Stock Shares at the option of the Company. All other transfer and other taxes and governmental charges and fees for the withdrawal of Preferred Stock Shares upon surrender of Receipts shall be at the expense of holders Holders of Depositary Shares. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock Shares evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock Shares are paid by the holder thereof If, at the request of a holder Holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder Holder will be liable for such charges and expenses, provided, however, that the Depositary need not incur such charges or expenses if repayment of such amounts is not reasonably assured to it it. All other charges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. The Depositary shall present its statement for charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary's Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and evidenced by the Receipts, any redemption of the Preferred Stock Shares at the option of the Company. All other transfer Company and other taxes and governmental charges and fees for all withdrawals of the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of Shares by holders of Receipts, in each case, in the amount and manner set forth in that certain Transfer Agency and Service Agreement, dated as of July 1, 2001, by and between the Company, Fleet National Bank and the Depositary Shares. The Depositary (as the same may refuse be amended, modified, supplemented or replaced from time to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid time by the holder thereof Ifparties, at the request of "Transfer Agency and Service Agreement"). If a holder of ReceiptsReceipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which it is not otherwise liable hereundershall 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 will thereafter be liable for such the charges and expenses, provided, however, that the Depositary need not incur expenses related to such charges or expenses if repayment of such amounts is not reasonably assured to it performance. All other charges fees and expenses of the Depositary and any Depositary’s 's Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid upon consultation by the Company pursuant to the terms of the Transfer Agency and Service Agreement (or, if such agreement between is no longer in effect, pursuant to such terms as the Company and the Depositary and the Company shall agree to in good faith, which terms shall be at least as favorable to the amount and nature of Depositary as those contained in such charges and expensesagreement as last in effect). The Depositary shall present its statement for charges fees and expenses to the Company once every three months month or at such other intervals as the Company and the Depositary may agree.. Article VI

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and evidenced by the Receipts, any redemption of the Preferred Stock Shares at the option of the Company. All other transfer Company and other taxes and governmental charges and fees for all withdrawals of the withdrawal of Preferred Stock upon surrender of Receipts shall be at the expense of Shares by holders of Receipts, in each case, in the amount and manner set forth in that certain Transfer Agency and Service Agreement, dated as of July 1, 2001, by and between the Company, Fleet National Bank and the Depositary Shares. The Depositary (as the same may refuse be amended, modified, supplemented or replaced from time to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid time by the holder thereof Ifparties, at the request of “Transfer Agency and Service Agreement”). If a holder of ReceiptsReceipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which it is not otherwise liable hereundershall 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 will thereafter be liable for such the charges and expenses, provided, however, that the Depositary need not incur expenses related to such charges or expenses if repayment of such amounts is not reasonably assured to it performance. All other charges fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid upon consultation by the Company pursuant to the terms of the Transfer Agency and Service Agreement (or, if such agreement between is no longer in effect, pursuant to such terms as the Company and the Depositary and the Company shall agree to in good faith, which terms shall be at least as favorable to the amount and nature of Depositary as those contained in such charges and expensesagreement as last in effect). The Depositary shall present its statement for charges fees and expenses to the Company once every three months month or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.07. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges fees and expenses of the Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares and Receipts, any redemption of the Series A Preferred Stock at the option of the Company and all withdrawals of the Series A Preferred Stock by holders of Receipts as previously agreed between the Depositary and the Company. The Company will not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock, Depositary Shares, shares of Common Stock or other securities in a name other than that in which the Receipts with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any person other than a payment to the registered holder thereof, and will not be required to make any such issuance, delivery or payment unless and until the person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable. 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 of Depositary Shares. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid by the holder thereof If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses, provided, however, that the Depositary need not incur such charges or expenses if repayment of such amounts is not reasonably assured to it All other charges and expenses of the Depositary and any Depositary’s Agent hereunder under this Deposit Agreement and of any Registrar and or Transfer Agent (including, in each case, fees and expenses of counsel) incurred incident to the performance of their respective obligations hereunder under this Deposit Agreement will be paid upon consultation and agreement by the Company as previously agreed between the Depositary and the Company as to the amount or any Registrar or Transfer Agent; provided that holders of Receipts shall pay any transfer fees, taxes or governmental charges and nature of other such charges and expensesas expressly provided in this Deposit Agreement. The Depositary (and if applicable, the Transfer Agent and Registrar) shall present its statement for charges fees and expenses to the Company once every three months annually or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all charges fees and expenses (including reasonable counsel fees and expenses) of the Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares and any redemption of the Preferred Stock Shares at the option of the Company. All other transfer and other taxes and governmental charges and fees for the withdrawal of Preferred Stock Shares upon surrender of Receipts shall be at the expense of holders of Depositary Shares. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock Shares evidenced thereby until all such taxes and governmental charges with respect to such Receipt or shares of Preferred Stock Shares are paid by the holder thereof thereof. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses, provided, however, that the Depositary need not incur such charges or expenses if repayment of such amounts is not reasonably assured to it it. All other charges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incurred in the preparation, delivery, amendment, administration and execution of this Deposit Agreement and incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement by the Company as previously agreed between the Depositary and the Company as to the amount and nature of such charges and expensesCompany. The Depositary shall present its statement for charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.07. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Company shall also pay all charges fees and expenses of the Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares and Receipts, any redemption of the Series A Preferred Stock at the option of the Company and all withdrawals of the Series A Preferred Stock by holders of Receipts as previously agreed between the Depositary and the Company. The Company will not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock, Depositary Shares, shares of Common Stock or other securities in a name other than that in which the Receipts with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any person other than a payment to the registered holder thereof, and will not be required to make any such issuance, delivery or payment unless and until the person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable. 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 of Depositary Shares. The Depositary may refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock are paid by the holder thereof If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses, provided, however, that the Depositary need not incur such charges or expenses if repayment of such amounts is not reasonably assured to it All other charges and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar and or Transfer Agent (including, in each case, fees and expenses of counsel) incurred incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement by the Company as previously agreed between the Depositary and the Company as to the amount or any Registrar or Transfer Agent; provided that holders of Receipts shall pay any transfer fees, taxes or governmental charges and nature of other such charges and expensesas expressly provided in this Deposit Agreement. The Depositary (and if applicable, the Transfer Agent and Registrar) shall present its statement for charges fees and expenses to the Company once every three months annually or at such other intervals as the Company and the Depositary may agree.