COMMISSIONS, CHARGES AND OTHER COSTS 10.1 The Client shall be obliged to pay to Aglobe Investments Ltd the commissions and charges set out in the Commissions, Charges & Margin Schedule which will be available on the website.
10.2 Aglobe Investments Ltd may vary such commissions and charges without notice when the change is to the Client`s advantage, or the grounds for changes are due to external circumstances beyond Aglobe Investments Ltd `s control. Such circumstances are:
i. Changes in the relationship with Aglobe Investments Ltd `s counterparties, which affect Aglobe Investments Ltd cost structures; and/or
ii. Changes in commissions and charges from exchanges, clearing houses, information providers or other third-party providers that are passed on to the Client by Aglobe Investments Ltd.
10.3 Aglobe Investments Ltd may vary such commissions and charges, with one month`s notice if:
i. market conditions, including competitive behavior, call for changes to Aglobe Investments Ltd conditions;
ii. Aglobe Investments Ltd for commercial reasons wishes to change its general cost and pricing structure; and/or
iii. significant particulars of the Client, based on which individual conditions were provided, have changed.
10.4 In addition to such commissions and charges, the Client shall be obliged to pay all applicable VAT and other taxes, storage and delivery charges, exchange and clearing house fees and all other fees incurred by Aglobe Investments Ltd in connection with any Contract and/or in connection with maintaining the Client relationship.
10.5 Furthermore, Aglobe Investments Ltd shall be entitled to demand that the following expenses are paid separately by the Client:
i. all extraordinary disbursements resulting from the client relationship e.g. telephone, telefax, courier, and postal expenses in case the Client requests hardcopy Settlement/Trade Confirmations, Account Statements etc. which Aglobe Investments Ltd could have delivered in electronic form;
ii. any expenses of Aglobe Investments Ltd, caused by non-performance by the Client, including a fee determined by Aglobe Investments Ltd in relation to forwarding of reminders, legal assistance etc;
iii. any expenses of Aglobe Investments Ltd in connection with replies to inquiries by public authorities, including a fee determined by Aglobe Investments Ltd in relation to forwarding of transcripts and enclosures and for the preparation of copies;
iv. administration fees in connection with security deposits, and any expenses of Aglobe Investments Ltd in relation to a pledge, if provided, including any insurance premium payments; and
v. any expenses of Aglobe Investments Ltd in connection with auditor`s comments/reports if such is requested by the Client.
10.6 The fees will be charged either as a fixed amount corresponding to payments effected, or as a percentage or hourly rate corresponding to the service performed. The methods of calculation can be combined. Aglobe Investments Ltd reserves the right to introduce new fees.
10.7 Aglobe Investments Ltd may share commissions and charges with its associates, Introducing Brokers or other third parties or receive remuneration from them in respect of Contracts entered into by Aglobe Investments Ltd. Details of any such remuneration or sharing arrangement will not be set out on the relevant Settlement/Trade Confirmations. Aglobe Investments Ltd (or any associate) may benefit from commission, ▇▇▇▇-up, ▇▇▇▇-down or any other remuneration where it acts for the Counterparty to a Contract.
10.8 Aglobe Investments Ltd will upon reasonable request and to the extent possible disclose to the Client the amount of commission, ▇▇▇▇-up, ▇▇▇▇-down or any other remuneration paid by Aglobe Investments Ltd to any Introducing Broker or other third party.
10.9 Unless specified otherwise in this Agreement, all amounts due to Aglobe Investments Ltd (or Agents used by Aglobe Investments Ltd ) under this Agreement shall, at Aglobe Investments Ltd `s option:
i. be deducted from any funds held by Aglobe Investments Ltd for the Client; or
ii. be paid by the Client in accordance with the provisions of the relevant difference account, Settlement/Trade Confirmation or other advice.
10.10 In respect of any transactions to be effected OTC, Aglobe Investments Ltd shall be entitled to quote prices at which it is prepared to trade with the Client. Save where Aglobe Investments Ltd exercises any rights it may have under this Agreement to close a Contract, it is the Client`s responsibility to decide whether or not it wishes to enter into a Contract at such prices.
10.11 Furthermore, the Client acknowledges, recognizes and accepts that the procedures described in Clause 10 and Clause 13 may result in additional indirect costs for the Client.
Administrative and Other Fees The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.
Fees and Other Charges (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.
(b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.
Fees, Expenses and Other Payments (a) Except as otherwise provided in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby.
(b) If (i) this Agreement shall be terminated by Buyer pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer.
Handling Fees and Other Expenses All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.