Common use of Fees, Charges and Expenses Clause in Contracts

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 this Deposit Agreement. The Company shall also pay all fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of the Preferred Stock by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of Receipts. 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. Upon approval of such cost by such holder, such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement between the Depositary and the Company and consent by the Company to the incurrence of such expenses. The Depositary shall present its statement for fees and expenses to the Company every month or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No charges and or expenses of the -------------------------- Depositary or any Depositary’s 's Agent hereunder shall be payable by any person, except as provided in this Section 5.095.7. The 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 Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and Company, all withdrawals of the Preferred Stock by holders of Receipts. All Depositary Shares, and in connection with all other transfer services provided, and all other taxes and governmental charges shall be at duties performed, by the expense of the holders of ReceiptsDepositary under this Agreement. 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. Upon approval of such cost by such holder, such Such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s 's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement as agreed between the Depositary and the Company from time to time. The amount of the fees and consent expenses of the Depositary, any Depositary's Agent and any Registrar which are payable by the Company pursuant to this Section 5.7 shall be as agreed upon by the incurrence of Company and the Depositary, such expensesDepositary's Agent or such Registrar, as the case may be, from time to time. The Depositary shall present its statement for fees and expenses to the Company every 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 personPerson, except as provided in this Section 5.095.07. The Company shall pay all transfer and other taxes taxes, assessments and governmental charges arising solely from the existence of this Deposit Agreementthe depositary arrangements. The Company shall also pay all fees and expenses (including reasonable counsel fees and expenses) of the Depositary in connection with the initial deposit of the Preferred Stock Series B Preference Shares and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock Series B Preference Shares at the option of the Company and all withdrawals of the Preferred Stock Series B Preference Shares by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of Receipts. 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. Upon approval of such cost by such holder, such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar or Transfer Agent (including, in each case, reasonable 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 promptly paid by the Company only after prior consultation and agreement as previously agreed between the Depositary and the Company and consent by the Company to the incurrence of such expensesCompany. The Depositary (and if applicable, the Transfer Agent and Registrar) shall present its statement for fees and expenses to the Company once every month three months or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No The Company agrees promptly to pay the Depositary compensation, in accordance with a fee schedule to be mutually agreed upon, for all services rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) in connection with the services rendered by it (or such agent or Depositary Agent) hereunder. The Company shall pay all charges and expenses of the Depositary in connection with the initial deposit of the Series A Preference Shares and the initial issuance of the Depositary Shares, all withdrawals of shares of Series A Preference Shares by owners of Depositary Shares, and any redemption or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09exchange of the Series A Preference Shares at the option of the Company. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. The Company the depositary arrangements and shall also pay all fees and expenses require Holders of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and Receipts to pay all withdrawals of the Preferred Stock by holders of Receipts. All other transfer and other taxes and governmental charges charges. The Depositary shall be at the expense of the holders of Receipts. If a holder of Receipts requests the Depositary not have any duty or obligation to perform duties not required take any action under this or any other section of this Deposit Agreement, Agreement that requires the Depositary shall notify the holder payment of the cost of the performance of taxes and/or charges unless and until it is satisfied that all such duties prior to the performance thereof. Upon approval of such cost by such holder, such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement between the Depositary and the Company and consent by the Company to the incurrence of such expensespayments have been made. The Depositary shall present its statement for fees charges and expenses to the Company every month or at such other intervals as the Company and the Depositary may agreeagree using the Ariba invoicing system (or using such other system or means of presenting statements for charges and expenses as the Company and the Depositary may mutually agree from time to time hereafter).

Fees, Charges and Expenses. No charges and expenses of -------------------------- the Depositary or any Depositary’s 's Agent hereunder shall be payable by any person, except as provided in this Section 5.095.7. The 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 Depositary in connection with the initial deposit of the Preferred Stock PIERS and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock PIERS at the option of the Company and all withdrawals the issuance of Common Stock upon the Preferred Stock by holders surrender of ReceiptsReceipts upon redemption or for conversion. All other transfer and other taxes and governmental charges shall be at the expense of the holders of ReceiptsDepositary 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 holder of the cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, such Such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s 's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid payable by the Company only after prior consultation and agreement between the Depositary and the Company and consent by the Company to the incurrence of such expenses. The Depositary shall present its statement for fees and expenses to the Company every 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 5.09. The 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 Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock Shares at the option of the Company and all withdrawals of the Preferred Stock Shares by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of Receipts. 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. Upon approval of such cost by such holder, such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement between the Depositary and pursuant to such terms as the Company and consent by the Company to the incurrence of such expensesDepositary shall agree in good faith. The Depositary shall present its statement for fees and expenses to the Company every 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 '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 this Deposit Agreement. The Company shall also pay all fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of the Preferred Stock by holders of Receipts. All other transfer , in each case, in the amount and other taxes manner set forth in that certain Transfer Agency and governmental charges shall Service Agreement, dated as of ___________, 200__, by and between the Company and the Depositary (as the same may be at amended, modified, supplemented or replaced from time to time by the expense of parties, the holders of Receipts"Transfer Agency and Service Agreement"). 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 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 the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s 's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation pursuant to the terms of Transfer Agency and Service Agreement (or, if such agreement between the Depositary and is no longer in effect, pursuant to such terms as the Company and consent by the Company Depositary shall agree in good faith, which terms shall be at least as favorable to the incurrence of Depositary as those contained in such expensesagreement as last in effect). The Depositary shall present its statement for fees and expenses to the Company every 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 's Agent hereunder shall be payable by any person, except as provided in this Section 5.096.7. The 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 Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock Shares at the option of the Company and all withdrawals of the Preferred Stock Shares by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of ReceiptsDepositary 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. Upon approval of such cost by such holder, such Such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s 's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement as previously agreed between the Depositary and the Company and consent by the Company to the incurrence of such expensesCompany. The Depositary shall present its statement for fees and expenses to the Company every month or at such other intervals as the Company and the Depositary may agree.

Fees, Charges and Expenses. No charges and or expenses of the Depositary or any Depositary’s 's Agent hereunder shall be payable by any person, except as provided in this Section 5.095.7. The 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 Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company, any purchase of Preferred Stock by the Company as contemplated by Section 2.10 hereof, and all withdrawals of the Preferred Stock by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of ReceiptsDepositary 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. Upon approval of such cost by such holder, such Such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s 's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement as agreed between the Depositary and the Company and consent by the Company from time to the incurrence of such expensestime. The Depositary shall present its statement for fees and expenses to the Company every 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 5.09. The 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 Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of the Preferred Stock by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of Receipts. 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. Upon approval of such cost by such holder, such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement between the Depositary and the Company and consent by the Company to the incurrence of such expenses. The Depositary (and, if applicable, the Transfer Agent, Calculation Agent and Registrar) shall present its statement for fees and expenses to the Company every 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 's Agent hereunder shall be payable by any person, except as provided in this Section 5.095.7. The 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 Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of the Preferred Stock by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of ReceiptsDepositary 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. Upon approval of such cost by such holder, such Such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s 's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement as previously agreed between the Depositary and the Company and consent by the Company to the incurrence of such expensesCompany. The Depositary shall present its statement for fees and expenses to the Company every 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 '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 this Deposit Agreement. The Company shall also pay all fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of the Preferred Stock by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of Receipts. 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. Upon approval of such cost by such holder, such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s 's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement between the Depositary and the Company and consent by the Company to the incurrence of such expenses. The Depositary shall present its statement for fees and expenses to the Company every month or at such other intervals as the Company and the Depositary may agree.obligations

Fees, Charges and Expenses. No charges and expenses of the -------------------------- Depositary or any Depositary’s 's Agent hereunder shall be payable by any person, except as provided in this Section 5.095.07. The 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 Depositary in connection with the initial deposit of the Preferred Stock Shares and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock Shares at the option of the Company and all withdrawals of the Preferred Stock Shares by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of ReceiptsDepositary 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. Upon approval of such cost by such holder, such Such holder will thereafter be liable for the charges and expenses related to such performance. All other fees and expenses of the Depositary and any Depositary’s 's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation and agreement as previously agreed between the Depositary and the Company and consent by the Company to the incurrence of such expensesCompany. The Depositary shall present its statement for fees and expenses to the Company every month 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 or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.095.13. The Company shall pay all Table of Contents 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 Depositary and the Calculation Agent in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of the Preferred Stock by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of Receipts. If a holder of Receipts requests as previously agreed between the Depositary to perform duties not required under this Deposit Agreement, and 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 will thereafter be liable for the charges and expenses related to such performanceCompany. All other fees and expenses of the Depositary Depositary, the Calculation Agent and any Depositary’s Agent hereunder and of any Registrar or Transfer Agent (including, in each case, reasonable 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 promptly paid by the Company only after prior consultation and agreement as previously agreed between the Depositary and the Company or any Registrar or Transfer Agent; provided that Holders of Depositary Shares shall pay any transfer fees, taxes or governmental charges and consent by the Company to the incurrence of other such expensescharges as expressly provided in this Deposit Agreement. The Depositary and the Calculation Agent (and if applicable, the Transfer Agent and Registrar) shall present its statement for fees and expenses to the Company every month annually or at such other intervals as the Company and the Depositary may agree.. Table of Contents

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 5.095.08. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. All other transfer and other taxes and governmental changes shall be at the expense of the holders of Depository Shares evidenced by Receipts. The Company shall also pay all reasonable 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 evidenced by the Receipts, any redemption of the Preferred Stock Shares at the option of the Company and all withdrawals of the Preferred Stock Shares by holders of Receipts. All other transfer and other taxes and governmental charges shall be at the expense of the holders of Receipts. 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. Upon approval of such cost by such holder, such holder will thereafter be liable for the charges and expenses related to such performanceperformance for which the Company is not otherwise liable hereunder. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company only after prior consultation pursuant to the terms of the Transfer Agency and Service Agreement (or, if such agreement between the Depositary and is no longer in effect, pursuant to such terms as the Company and consent by the Company Depositary shall agree in good faith, which terms shall be at least as favorable to the incurrence of Depositary as those contained in such expensesagreement as last in effect). The Depositary shall present its statement for fees and expenses to the Company every month or at such other intervals as the Company and the Depositary may agree.