Common use of Fees, Charges and Expenses Clause in Contracts

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. 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 required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depositary the compensation to be compensation, as agreed upon with the Corporation Company for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable documented out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCompany) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible Preferred Stock Shares and the initial issuance of the Depositary Shares, all withdrawals of shares of the Preferred Shares by owners of Depositary Shares, and any change redemption or exchange of shares of the Mandatory Convertible Preferred Stock in accordance with Section 4.06Shares at the option of the Company. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay to the Depositary the 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 Depositary hereunder and Depositary, to reimburse the Depositary for all of its reasonable out-of-pocket expenses (including reasonable and counsel fees and expenses) other reasonable disbursements incurred by in the Depositary without gross negligencepreparation, willful misconduct or bad faith on delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) duties hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. 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 required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. The obligations of the Corporation set forth in 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 agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary Depositary, Depositary’s Agent, Registrar and Transfer Agent without gross negligence, willful misconduct misconduct, fraud or bad faith on its part (or on the part each as finally determined by a non-appealable judgment of any agent or Depositary’s Agenta court of competent jurisdiction) in connection with the services rendered by it (or such agent or Depositary, Depositary’s Agent) , Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series C Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the 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 Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct misconduct, or bad faith fraud (each as finally determined by a 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 Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of shares of Preferred Stock at the option of the Mandatory Convertible Preferred Stock in accordance with Section 4.06Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other transfer and other taxes and governmental charges relating to shall be at the Mandatory Convertible Preferred Stock, the Receipts or the expense of Holders of Depositary Shares; provided that a Record Holder shall be required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the 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 Depositary Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 Depositary’s Agent) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depositary Depository hereunder and to reimburse the Depositary Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 DepositaryDepository’s Agent) in connection with the services rendered by it (or such agent or DepositaryDepository’s Agent) hereunder. The Corporation shall pay all charges of the Depositary Depository in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change redemption or exchange of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary depository arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary Depository may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depositary Depository any charge or expense the Depositary Depository has been asked to incur at the request of such Record Holder of Receipts. The Depositary Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary 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 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 Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series C Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder No charges and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary or any Depositary’s Agent hereunder shall be payable by any Person, except as provided in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with this Section 4.065.07. The Corporation 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 Record Holders Company shall also pay all 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 evidenced by the Receipts, any mandatory conversion of the Class N Preferred Stock at the option of the Company and all conversions and withdrawals of the Class N Preferred Stock by holders of Receipts. If a holder of Receipts requests the Depositary to perform duties not be required under this Deposit Agreement, the Depositary shall notify the holder (i) whether it agrees to pay any transfer perform such duties and other taxes and governmental charges relating (ii) if it agrees to perform such duties, the cost of the performance of such duties prior to the Mandatory Convertible Preferred Stockperformance thereof. Upon approval of such cost, such holder will be liable thereafter for the Receipts charges and expenses related to such performance, and the Depositary, any Depositary’s Agent or the Registrar may require such holder to provide indemnity satisfactory to it prior to performing such request. All other fees and expenses of the Depositary Shares; provided that a Record Holder shall be required to pay and any tax or duty that may be payable relating to any issuance or delivery Depositary’s Agent hereunder and of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares or Receiptsthe Registrar (including, in each case, fees and expenses of counsel) incurred in a name other than the name preparation, negotiation, delivery, amendment, administration, modification, waiver, performance, enforcement and execution of such Record Holder. If, at this Deposit Agreement and incident to the request performance of a Record Holder of Receipts, their respective obligations hereunder will be paid by the Company as previously agreed between the Depositary incurs charges or expenses for which and the Corporation is not otherwise liable hereunder, then such Record Holder shall be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of ReceiptsCompany. The Depositary (and if applicable, the Registrar) shall present its statement for fees, charges and expenses to the Corporation Company once every three months or at such other intervals as the Corporation Company and the Depositary may otherwise agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change Shares, all withdrawals of shares of the Mandatory Convertible Preferred Stock in accordance with Section 4.06by 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 depositary arrangementsthis Deposit Agreement. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder and to reimburse the Depositary 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 Depositary Depositary, such Depositary’s Agent, such Transfer Agent and such Registrar without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent agent) (which gross negligence, willful misconduct or Depositary’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 Depositary’s Agentagent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. 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 required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the 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 Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 Depositary’s Agent) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series D Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay to the Depositary the 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 Depositary hereunder and Depositary, to reimburse the Depositary for all of its reasonable out-of-pocket expenses (including reasonable and counsel fees and expenses) other reasonable disbursements incurred by in the Depositary without gross negligencepreparation, willful misconduct or bad faith on delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) duties hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges the Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. The obligations of the Corporation set forth in 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 agrees promptly to pay the Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series E Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the 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 Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series A Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the 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 Depositary Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent without gross negligence, negligence or willful 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 Depositary’s Agent) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

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

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent, Registrar, any dividend disbursement agent and any redemption agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on the part ruling of any agent or Depositary’s Agenta court of competent jurisdiction) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series B Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation Company 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) incurred by the Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s AgentAgent or Transfer Agent or Registar) hereunder. The Corporation Company shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Company. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other transfer and other taxes and governmental charges relating to and fees for the Mandatory Convertible withdrawal of Preferred Stock, Stock upon surrender of Receipts shall be at the Receipts or the expense of holders of Depositary Shares; provided that a Record Holder shall be required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares or Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder holder of Receipts, the Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, then such Record Holder shall holder will be liable for such charges and expenses; provided. All other fees, however, that charges and expenses of the Depositary mayand any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, at its sole optionin each case, request that fees and expenses of counsel) incident to the Corporation direct a Record Holder performance of a Receipt to prepay their respective obligations hereunder will be paid upon consultation and agreement between the Depositary any charge or expense and the Depositary has been asked to incur at the request of such Record Holder of ReceiptsCompany. The Depositary shall present its statement for charges and expenses to the Corporation at Company in such intervals as the Corporation Company and the Depositary may agree. The obligations set forth in this Section 5.9 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or the termination of this Deposit Agreement.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligenceDepositary, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) , Registrar and Transfer Agent in connection with the services rendered by it (or such agent or Depositary, Depositary’s Agent) , Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series A Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its the part of the Depositary (or on the part of any agent or Depositary’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 Depositary’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series A Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Depositary Agreement. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay to the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible Series B Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Series B Preferred Stock in accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any transfer and other taxes and governmental charges relating to the Mandatory Convertible Series B Preferred Stock, the Receipts or the Depositary Shares; provided that a Record Holder shall be required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Series B Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) actually incurred by the Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series I Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) actually incurred by the Depositary without gross negligence, willful intentional misconduct or bad faith or fraud on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Unless otherwise provided above, the Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series E Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation 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 Corporation and the Depositary may mutually agree from time to time hereafter).

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) actually incurred by the Depositary without gross negligence, willful intentional misconduct or bad faith or fraud on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Unless otherwise provided above, the Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series G Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation 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 Corporation and the Depositary may mutually agree from time to time hereafter).

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder No charges and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with this Section 4.065.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Record Holders Company shall not be required to also pay any transfer all fees and other taxes and governmental charges relating to the Mandatory Convertible Preferred Stock, the Receipts or expenses of the Depositary Shares; provided that a Record Holder shall be required to pay any tax or duty that may be payable relating to any in connection with the initial deposit of the Preferred Shares and the initial issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of the Depositary Shares or evidenced by the Receipts, any redemption of the Preferred Shares at the option of the Company, and all withdrawals of the Preferred Shares by holders of Receipts, in each case, in the 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 replaced from time to time by the parties, the “Transfer Agency and Service Agreement”). If a name other than holder of Receipts requests the name of such Record Holder. If, at the request of a Record Holder of ReceiptsDepositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which shall notify the Corporation is not otherwise liable hereunderholder of the cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, then such Record Holder shall holder will thereafter be liable for such the charges and expenses; provided, however, that expenses related to such performance. All other fees and expenses of the Depositary mayand any Depositary’s Agent hereunder and of any Registrar (including, at its sole optionin each case, request that fees and expenses of counsel) incident to the Corporation direct a Record Holder performance of a Receipt their respective obligations hereunder will be promptly paid by the Company pursuant to prepay 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 any charge or expense shall agree to in good faith, which terms shall be at least as favorable to the Depositary has been asked to incur at the request of as those contained in such Record Holder of Receiptsagreement as last in effect). The 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 Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’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 Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series V Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.. ARTICLE VI

Fees, Charges and Expenses. The Corporation agrees promptly to pay the 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 Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series F Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder No charges and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with this Section 4.065.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Record Holders Company shall not be required to also pay any transfer all fees and other taxes and governmental charges relating to the Mandatory Convertible Preferred Stock, the Receipts or expenses of the Depositary Shares; provided that a Record Holder shall be required to pay any tax or duty that may be payable relating to any issuance or delivery in connection with the initial deposit of shares of Mandatory Convertible the Preferred Stock or Common Stock or transfers or exchanges and the initial issuance of the Depositary Shares or 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, 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 (as the same may be amended, modified, supplemented or replaced from time to time by the parties, the “Transfer Agency and Service Agreement”). If a name other than holder of Receipts requests the name of such Record Holder. If, at the request of a Record Holder of ReceiptsDepositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which shall notify the Corporation is not otherwise liable hereunderholder of time cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, then such Record Holder shall holder will thereafter be liable for such the charges and expenses; provided, however, that expenses related to such performance. All other fees and expenses of the Depositary mayand any Depositary’s Agent hereunder and of any Registrar (including, at its sole optionin each case, request that fees and expenses of counsel) incident to the Corporation direct a Record Holder performance of a Receipt their respective obligations hereunder will be promptly paid by the Company pursuant to prepay 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 any charge or expense shall agree in good faith, which terms shall be at least as favorable to the Depositary has been asked to incur at the request of as those contained in such Record Holder of Receiptsagreement as last in effect). The 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 Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. 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 required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock Shares or transfers or exchanges of Depositary Shares 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

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

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’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 Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series W Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.. ARTICLE VI

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) actually incurred by the Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series C Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’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 Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series U Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.. ARTICLE VI

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket No charges or expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary or any Depositary's Agent hereunder shall be payable by any person, except as provided in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with this Section 4.065.7. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Record Holders Company shall not be required to also pay any transfer all fees and other taxes and governmental charges relating to expenses of the Mandatory Convertible Depositary in connection with the deposit of the Preferred Stock, any Excess Stock issued upon conversion of Preferred Stock and any Preferred Stock issued upon conversion of Excess Stock and the Receipts or initial issuance of the Depositary Shares; provided that a Record Holder shall be required to pay Shares evidenced by the Receipts, any tax or duty that may be payable relating to any issuance or delivery redemption of shares of Mandatory Convertible the Preferred Stock or Common Excess Stock issued upon conversion of Preferred Stock at the option of the Company, any purchase of Preferred Stock or transfers Excess Stock issued upon conversion of Preferred Stock by the Company or exchanges a Permitted Transferee as contemplated by Section 2.10 hereof or Article Thirteenth, all withdrawals of the Preferred Stock or Excess Stock issued upon conversion of Preferred Stock by holders of Depositary Shares or ReceiptsShares, and in connection with all other services provided, and all other duties performed, by the Depositary 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. Such holder will 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, in a name other than fees and expenses of counsel) incident to the name performance of such Record Holder. If, at the request of a Record Holder of Receipts, their respective obligations hereunder will be promptly paid as agreed between the Depositary incurs charges or and the Company from time to time. The amount of the fees and expenses for of the Depositary, any Depositary's Agent and any Registrar which are payable by the Corporation is not otherwise liable hereunder, then such Record Holder Company pursuant to this Section 5.7 shall be liable for as agreed upon by the Company and the Depositary, such charges and expenses; providedDepositary's Agent or such Registrar, howeveras the case may be, that the Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt from time to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receiptstime. The 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 Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder No charges and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with this Section 4.065.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Record Holders Company shall not be required to also pay any transfer all fees and other taxes and governmental charges relating to the Mandatory Convertible Preferred Stock, the Receipts or expenses of the Depositary Shares; provided that a Record Holder shall be required to pay any tax or duty that may be payable relating to any issuance or delivery in connection with the initial deposit of shares of Mandatory Convertible the Preferred Stock or Common Stock or transfers or exchanges and the initial issuance of the Depositary Shares or 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, in each case, in the 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 replaced from time to time by the parties, the “Transfer Agency and Service Agreement”). If a name other than holder of Receipts requests the name of such Record Holder. If, at the request of a Record Holder of ReceiptsDepositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which shall notify the Corporation is not otherwise liable hereunderholder of time cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, then such Record Holder shall holder will thereafter be liable for such the charges and expenses; provided, however, that expenses related to such performance. All other fees and expenses of the Depositary mayand any Depositary’s Agent hereunder and of any Registrar (including, at its sole optionin each case, request that fees and expenses of counsel) incident to the Corporation direct a Record Holder performance of a Receipt their respective obligations hereunder will be promptly paid by the Company pursuant to prepay 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 any charge or expense shall agree in good faith, which terms shall be at least as favorable to the Depositary has been asked to incur at the request of as those contained in such Record Holder of Receiptsagreement as last in effect). The 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 Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) actually incurred by the Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series F Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the 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 Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series D Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary Depositary, each Depositary’s Agent, and Registrar, as applicable, the compensation to be agreed upon with the Corporation 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) incurred by the Depositary Depositary, each Depositary’s Agent, and Registrar, as applicable, without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series A Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of ReceiptsHolder. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. The obligations of the Corporation and the rights of the Depositary set forth in this Section 5.7 shall survive any resignation, replacement, removal 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 Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series I Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, negligence or willful misconduct or bad faith on its part (or on the part each as determined by a final, non-appealable judgment by a court of any agent or Depositary’s Agentcompetent jurisdiction) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible Series D Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of Series D Preferred Stock by Holders of Receipts, and any change redemption or exchange of the Mandatory Convertible Series D Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of ReceiptsHolder. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation Company 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered and documented by it (or such agent or Depositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any change redemption or exchange of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Company. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges holders of Depositary Shares or evidenced by Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder holder of Receipts, the Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, then such Record Holder shall holder will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation Company once every three months or at such other intervals as the Corporation Company and the Depositary may agree. 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.

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

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent, Registrar and any distribution agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on the part ruling of any agent or Depositary’s Agenta court of competent jurisdiction) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series B Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) actually incurred by the Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series G Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

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

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

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent, Registrar and any distribution agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction and, provided, that, the part Corporation is not entitled to any rights of any agent set-off or holdback concerning compensation when due and payable to the Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible shares of Series A Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depositary the compensation to be compensation, as agreed upon with the Corporation Company for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable documented out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on the part ruling of any agent or Depositary’s Agenta court of competent jurisdiction) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation Company shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible Preferred Stock Shares and the initial issuance of the Depositary Shares, all withdrawals of shares of the Preferred Shares by owners of Depositary Shares, and any change redemption or exchange of shares of the Mandatory Convertible Preferred Stock in accordance with Section 4.06Shares at the option of the Company. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation Company at such intervals as the Corporation Company and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder No charges and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with this Section 4.065.09. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangementsthis Deposit Agreement. The Record Holders Company shall not be required to also pay any transfer all fees and other taxes and governmental charges relating to the Mandatory Convertible Preferred Stock, the Receipts or expenses of the Depositary Shares; provided that a Record Holder shall be required to pay any tax or duty that may be payable relating to any in connection with the initial deposit of the Preferred Shares and the initial issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of the Depositary Shares or evidenced by the Receipts, any redemption of the Preferred Shares at the option of the Company and all withdrawals of the Preferred 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 (as the same may be amended, modified, supplemented or replaced from time to time by the parties, the “Transfer Agency and Service Agreement”). If a name other than holder of Receipts requests the name of such Record Holder. If, at the request of a Record Holder of ReceiptsDepositary to perform duties not required under this Deposit Agreement, the Depositary incurs charges or expenses for which shall notify the Corporation is not otherwise liable hereunderholder of time cost of the performance of such duties prior to the performance thereof. Upon approval of such cost by such holder, then such Record Holder shall holder will thereafter be liable for such the charges and expenses; provided, however, that expenses related to such performance. All other fees and expenses of the Depositary mayand any Depositary’s Agent hereunder and of any Registrar (including, at its sole optionin each case, request that fees and expenses of counsel) incident to the Corporation direct a Record Holder performance of a Receipt their respective obligations hereunder will be promptly paid by the Company pursuant to prepay 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 any charge or expense shall agree in good faith, which terms shall be at least as favorable to the Depositary has been asked to incur at the request of as those contained in such Record Holder of Receiptsagreement as last in effect). The 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 Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, negligence or willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. 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 required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’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 Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series T Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.. ARTICLE VI

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon in accordance with the Corporation applicable provisions of the Transfer Agent Services Agreement for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series H Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon in accordance with the Corporation applicable provisions of the Transfer Agent Services Agreement for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series I Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent, Registrar and any distribution agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on the part ruling of any agent or Depositary’s Agenta court of competent jurisdiction) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series A Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay to the Depositary the 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 Depositary hereunder and Depositary, to reimburse the Depositary for all of its reasonable out-of-pocket expenses (including reasonable and counsel fees and expenses) other disbursements incurred by in the Depositary without gross negligencepreparation, willful misconduct or bad faith on delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) duties hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. The obligations of the Corporation set forth in 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 agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, negligence or willful misconduct or bad faith on its part (or on the part each as determined by a final, non-appealable judgment by a court of any agent or Depositary’s Agentcompetent jurisdiction) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series C Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of ReceiptsHolder. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) actually incurred by the Depositary without gross negligence, willful intentional misconduct or bad faith or fraud on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Unless otherwise provided above, the Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series D Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation 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 Corporation and the Depositary may mutually agree from time to time hereafter).

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its the part of the Depositary (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series B Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay to the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary's Agent, Transfer Agent, Registrar and any distribution agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on the part ruling of any agent or Depositary’s Agenta court of competent jurisdiction) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series A Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the 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 in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series B Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the 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 Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series E Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon in accordance with the Corporation applicable provisions of the Transfer Agent Services Agreement for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series G Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) actually incurred by the Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Unless otherwise provided herein, the Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption, conversion or exchange of the Mandatory Convertible deposited shares of Series E Preferred Stock in accordance with Section 4.06at the option of the Corporation 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 depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares Holders of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible Preferred Stock and the initial issuance of the Depositary Shares and any change of the Mandatory Convertible Preferred Stock in accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. 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 required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the 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 Depositary Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 Depositary’s Agent) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees to promptly to pay compensate the Depositary hereunder, in accordance with fee schedule listed in Schedule 2 attached hereto (the compensation to “Fees”). The Fees may be agreed upon with the adjusted annually. The Corporation for all services rendered by the Depositary hereunder and also agrees to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or bad faith (each as determined by the final, non-appealable order of a court of competent jurisdiction) on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series C Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be compensation, as agreed upon with the Corporation for all services rendered by the Depositary Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary 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 non-appealable judgment, order, decree or on ruling of a court of competent jurisdiction, an arbitral award or an agreement with the part of any agent or Depositary’s AgentCorporation) in connection with the services rendered by it (or such any agent or of the Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of the Mandatory Convertible 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 change redemption or exchange of shares of the Mandatory Convertible Series H Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Fees, Charges and Expenses. The Corporation Company agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation Company 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) incurred by the Depositary without gross negligence, willful misconduct or misconduct, bad faith or fraud on its part (or on the part of any agent or Depositary’s Agent) in connection with the services rendered by it (or such agent or Depositary’s AgentAgent or Transfer Agent or Registrar) hereunder. The Corporation Company shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Preferred Stock in accordance with Section 4.06at the option of the Company. The Corporation Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other transfer and other taxes and governmental charges relating to and fees for the Mandatory Convertible withdrawal of Preferred Stock, Stock upon surrender of Receipts shall be at the Receipts or the expense of holders of Depositary Shares; provided that a Record Holder shall be required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges of Depositary Shares or Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder holder of Receipts, the Depositary incurs charges or expenses for which the Corporation Company is not otherwise liable hereunder, then such Record Holder shall holder will be liable for such charges and expenses; provided. All other fees, however, that charges and expenses of the Depositary mayand any Depositary’s Agent hereunder and of any Registrar and Transfer Agent (including, at its sole optionin each case, request that fees and expenses of counsel) incident to the Corporation direct a Record Holder performance of a Receipt to prepay their respective obligations hereunder will be paid upon consultation and agreement between the Depositary any charge or expense and the Depositary has been asked to incur at the request of such Record Holder of ReceiptsCompany. The Depositary shall present its statement for charges and expenses to the Corporation at Company in such intervals as the Corporation Company and the Depositary may agree. The obligations set forth in this Section 5.9 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or the termination of this Deposit Agreement.

Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation 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) actually incurred by the Depositary without gross negligence, willful intentional misconduct or bad faith or fraud on its part (or on the part of any agent or Depositary’s Depositary Agent) in connection with the services rendered by it (or such agent or Depositary’s Depositary Agent) hereunder. The Unless otherwise provided above, the Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Mandatory Convertible 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 change redemption or exchange of the Mandatory Convertible Series F Preferred Stock in accordance with Section 4.06at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Record Holders shall not be required to pay any All other 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 required to pay any tax or duty that may be payable relating to any issuance or delivery at the expense of shares of Mandatory Convertible Preferred Stock or Common Stock or transfers or exchanges Holders of Depositary Shares or evidenced by 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 Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record Holder shall will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct require a Record Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation 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 Corporation and the Depositary may mutually agree from time to time hereafter).