Common use of License Fees Clause in Contracts

License Fees. As consideration for the license granted herein, Licensee shall pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License Agreement.

License Fees. As consideration for the license granted herein, Licensee shall pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxxixxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License Agreement.

License Fees. As consideration Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in U.S. dollars and shall be paid in U.S. dollars. Licensee’s obligation to pay such fees shall begin on the Start Date. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the license granted hereinprevious twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided, that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net fifteen days. All payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.

License Fees. As consideration Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in U.S. dollars and shall be paid in U.S. dollars (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the license granted hereinprevious twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided, that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net fifteen days. All payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.

License Fees. As consideration for the license granted herein, (a) Licensee shall pay to DJI Opco a Mergent the license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) specified and provide the data called for in Exhibit C, attached hereto and made a part hereof. (which fee b) It is a Product cost specifically understood by Licensee that, with respect to royalty payments and accounting statements, time is of the essence and any payment due pursuant to this Agreement that Licensee expects is late shall bear interest from 30 days after the Product date payment was due at the rate of one percent (1%) per month, or the maximum amount allowed by law, whichever is greater, until remittance thereof to reimburse Mergent. The operation of this clause is without prejudice to any other right or remedy Mergent may have pursuant to the applicable trust indenture)terms of this Agreement or the law. The License Fee acceptance of late payments hereunder, or the acceptance of payment without a report setting forth the basis for such payment or with an incomplete or incorrect report setting forth the basis for such payment, or any restrictive endorsement (1) shall not constitute a waiver of timely payments, (2) shall not cure any default which might exist, and (3) shall be paid on a one-time basis on or before the 15th day without prejudice to any of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee rights or remedies Mergent may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and have hereunder. (c) Licensee has full authority shall maintain appropriate books of account or computer records relating to determine the length of any offering periodProduct, in accordance with generally accepted accounting principles and may shorten or lengthen such offering period for any reason in its sole discretionshall endeavor to make accurate entries concerning all transactions relevant to this Agreement. A report detailing (i) Licensee’s books and records with respect to the aggregate daily liquidation value of transactional sales Product shall at all times during the primary offering period Term and for each Product one (1) year thereafter (or in the event of a dispute between the parties hereto, until one (1) year after said dispute is resolved, whichever is later) be kept at such location as Licensee shall advise Mergent from time to time. If Licensee shall change the address at which the books and (ii) any excluded fee-based sales will be provided by Guggenheim records with respect to DJI Opco within ten (10) days after the Product moves are maintained, it shall provide written notice thereof to Mergent. (d) Once per quarter during the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance term of this Agreement, and for a period of one (1) year thereafter, Mergent shall have the right, during normal business hours and upon reasonable notice to Licensee, to audit on a confidential basis the relevant books and records of Licensee relating to the Product to determine that License Fees have been accurately calculated and paid. Licensee shall make such books and records available to Mergent at the place they are normally maintained, or such other than taxes on DJI Opco’s net incomelocation as the parties agree, and shall cooperate in all reasonable ways with such audit. The terms hereof All costs of such audit, as well as any out-of-pocket costs of Licensee for cooperation with it, shall be deemed "Confidential Information" for purposes of Section 7(bborne by Mergent unless Mergent establishes that it has been underpaid by five percent (5%) or more; in such case, costs of the License Agreementaudit shall be paid by Licensee. (e) All calculations and payments required under this Agreement shall be in United States Dollars.

License Fees. As consideration Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in U.S. dollars and shall be paid in U.S. dollars (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. Licensee may choose to receive invoices for the license granted License Fees by email, regular mail or both. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the previous twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided, that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net thirty days. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.

License Fees. As consideration Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in G.B. Pounds and shall be paid in G.B. Pounds (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. Licensee may choose to receive invoices for the license granted License Fees by email, regular mail or both. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index as published by the UK's Office for National Statistics for the previous twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided, that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net thirty days. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include value added, sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.

License Fees. As consideration Licensee agrees to pay the license fees and all other fees set forth in this Agreement, which are priced in U.S. dollars and shall be paid in U.S. dollars (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the license granted hereinprevious twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net fifteen days. All payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.

License Fees. As (a) In consideration for of the license rights granted hereinto Licensee under this Agreement, Licensee shall pay to DJI Opco a license fee for each series to Licensor of the Product equal to the greater of twenty five hundred dollars ($2,500) or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series 200,000 (the “License "Initial Fee”"), plus royalty fees ("Royalty Fees") (which fee is a Product cost that payable based on the licensing fees booked by Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible from its customers for the payment Licensed Software, as follows: Year 1 = 50% of any License Fee under licensing fees booked by Licensee Year 2 = 40% of licensing fees booked by Licensee Year 3 = 30% of licensing fees booked by Licensee Year 4 = 20% of licensing fees booked by Licensee Year 5 = 10% of licensing fees booked by Licensee (b) For purposes of this Agreement, (b) Licensee may delay "Year 1" shall be the deposit twelve month period commencing on the date for a Product in its discretionof this Agreement, "Year 2" shall be the twelve month period commencing on the first anniversary of the date of this Agreement, "Year 3" shall be the twelve month period commencing on the second anniversary of the date of this Agreement, and so on. From and after Year 5, all of the rights granted to Licensee under this Agreement shall be fully paid up and royalty-free. (c) Notwithstanding the foregoing, if Licensee has full authority failed to determine pay Royalty Fees to Licensor in the length amount of any offering periodnot less than an aggregate of $500,000 prior to the end of Year 5, and may shorten or lengthen the Licensee shall continue to pay Royalty Fees to Licensor at the rate of 10% of licensing fees actually received by Licensee in each year subsequent to the end of Year 5 until such offering period for any reason in its sole discretion. A report detailing (i) time as the aggregate daily liquidation value Royalty Fees paid by Licensee to Licensor hereunder shall equal $500,000. Notwithstanding any of transactional sales during the primary offering period for each Product terms or provisions of this Agreement, in no event shall the aggregate of the Initial Fee and the Royalty Fees to be paid by Licensee to Licensor hereunder exceed $1,750,000 (iithe "Maximum Fees"). For purposes of the foregoing, amounts paid to Luc Ringuette pursuant to Section 4.0 xxxxx xxx amounts withheld pursuant to Section 5 and/or Section 10.2 shall be deemed to be Royalty Fees paid to the Licensor. (d) any excluded feeLicensee will pay the Initial Fee through a reduction in the outstanding amount owed by Licensor under that certain Non-based sales will Negotiable Promissory Note and Security Agreement dated December 8, 1997 in the original principal amount of $448,116 executed by Licensor in favor of Luc Ringuette (the "Ringuette Xxxx"). Xxx xxxxxxes of txxx Xxxxxment, licensing fees shall be provided "booked" by Guggenheim Licensee upon the execution by Licensee of a binding agreement with a third party with respect to DJI Opco the Licensed Software, provided, however, that Licensee shall pay the Royalty Fees related to such booked revenue within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) following Licensee's receipt from its customers of the License Agreementlicensing fees to which such Royalty Fees relate.

License Fees. As (a) In consideration of the source code license rights granted by Mentat to Licensee in Section 2(a) for the license Licensee Site, Licensee agrees to pay the Source Code Fee to Mentat as stated in each Addendum. The Source Code Fee shall be invoiced upon execution of each Addendum. (b) All payments under this Agreement are payable forty-five (45) days after receipt by Licensee of an invoice from Mentat. Any payments which are past due shall accrue interest starting from the due date at a rate of the lesser of (1) [**]; or (2) the maximum interest rate allowed under law. (c) All fees under this Agreement are exclusive of any and all taxes, duties, or levies. (d) In consideration of the distribution rights granted hereinby Mentat to Licensee in Section 2(b), Licensee agrees to pay the Distribution Fee to Mentat as stated in each Addendum. The Distribution Fee will be calculated on a calendar year basis beginning from January 1, 2003. The Distribution Fee shall be paid in two half-yearly payments of fifty percent (50%) each on January 1 and July 1 of each year. If first customer distribution of Palm OS into which the [**] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Licensed Software is incorporated (‘First Customer Shipment’) occurs prior to January 1, 2003, Licensee shall pay to DJI Opco Mentat a license fee pro-rated amount of the Distribution Fee for the time period from First Customer Shipment until December 31, 2002 based on the Distribution Fee for the year 2003. Such pro-rated amount of the Distribution Fee is due immediately upon First Customer Shipment, along with a written notice from Licensee to Mentat that First Customer Shipment has occurred. The obligations of this Section 5(d) shall survive termination of this Agreement for any reason until July 1, 2007. (e) In consideration of the source code distribution rights granted by Mentat to Licensee in Section 2(c) for the Sublicensee Site, Licensee agrees to pay the Source Sublicense Fees to Mentat as stated in each Addendum. At Licensee’s election, Source Sublicense Fees may be paid individually per PalmSource Sublicensee or in a Source Sublicense Package. For each sublicense of the Confidential Source Code by Licensee, prior to delivery of the Confidential Source Code to PalmSource Sublicensee, Licensee shall provide notice to Mentat specifying the name of such PalmSource Sublicensee, unless Licensee is contractually prohibited from disclosing the identity of such PalmSource Sublicensee, in which event Licensee shall notify Mentat of the distribution to a qualified PalmSource Sublicensee. i. At any time, Licensee may elect, by written notice to Mentat, the Source Sublicense Package option as specified in each Addendum. Upon such election by Licensee of the Source Sublicense Package option, Licensee shall have the right to sublicense the Confidential Source Code to up to [**] PalmSource Sublicensees. The Source Sublicense Fee for the source sublicense package shall be due within thirty (30) days of such election by Licensee. For purposes of clarification, no credit shall be given towards the Source Sublicense Package for any individual Source Sublicenses purchased. ii. Prior to any election of the source sublicense package by Licensee, and after Licensee has exercised all of the sublicenses in the source sublicense package, Licensee shall pay an individual source sublicense as specified in each Addendum for each series sublicense of the Product equal Confidential Source Code to the greater of twenty five hundred dollars ($2,500) or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture)PalmSource Sublicensee by Licensee. The License Fee Source Sublicense Fees for individual source sublicenses shall be paid on a one-time basis on or before the 15th day by Licensee to Mentat prior to delivery of the second month after the close Confidential Source Code by Licensee to such PalmSource Sublicensee. (f) In consideration of the primary offering period. DJI Opco acknowledges that (a) binary distribution nights granted by Mentat to Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determinesin Sections 2(b), Licensee shall not be responsible for agrees to pay the payment of any License Fee under this Agreement, Additional Sublicensee Fees to Mentat as stated in each Addendum. Within thirty (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided by Guggenheim to DJI Opco within ten (1030) days after the Product moves to the secondary market. end of each calendar year, Licensee shall send such to Mentat a report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash setting forth the number of PalmSource Sublicensees distributing Sublicensee Products utilizing the Licensed Software during the preceding calendar year, [**] and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is a computation of Additional Sublicensee Fees due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after and payment of any salesAdditional Sublicensee Fees due. [**] [**] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. [**]. For any PalmSource Sublicensee which begins or discontinues distributing Sublicensee Products utilizing the Licensed Software during the preceding calendar year, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to prorate the execution or performance Additional Sublicensee Fee due for such PalmSource Sublicensee based on the number of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of months during the License Agreementpreceding calendar year during which such distribution occurred.

License Fees. As consideration Licensee agrees to pay the license fees and all other fees set forth in this Agreement in the currency set out on the Subscription Form (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. CoStar will send invoices for the license granted License Fees by email, regular mail or both. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index as published by the UK's Office for National Statistics for the previous twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net thirty days. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set- off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include value added, sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Product. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.