License to BBTR. Subject to the terms and conditions of this Agreement, Blackbox grants to BBTR during the Term, an exclusive, non-transferable, right and license to market, offer, sell and sublicense (subject to a BBTR Sublicense) the BBTR System and Services for use by Customers within the Territory. Except as specifically set forth herein, as between Blackbox and BBTR, all right, title and interest in and to the BBTR System, the Blackbox Technology and all Intellectual Property Rights therein, are reserved and shall be retained by Blackbox.

BBTR. BBTR shall indemnify, defend and hold harmless Blackbox, and its Affiliates, and their respective officers, directors, employees, agents, successors, assigns from and against all third party claims, actions, losses, liability, costs, expenses, damages, judgments, and settlements including reasonable outside attorneys’ fees and court costs, which may be suffered, made or incurred by such parties arising out of or in connection with any material breach by BBTR of any of BBTR’s representations, warranties, undertakings or agreements of any nature whatsoever made or entered into by BBTR in connection with this Agreement, to the extent that such claims do not arise out of the breach by Blackbox of this Agreement.

Blackbox may terminate this Agreement, effective on written notice to BBTR, if BBTR fails to pay any License Fee when due hereunder if the failure to pay such License Fee has not been cured within four (4) business days of when BBTR receives notice that Blackbox has not received such payment.

After termination of this Agreement for any reason, BBTR shall continue to pay to Blackbox the License Fees in accordance with this Agreement for any BBTR Sublicensee or Customer use of the BBTR System pursuant to a BBTR Sublicense entered into prior to the time of termination until such time as such BBTR Sublicenses terminate.

Upon the execution of this Agreement, the parties acknowledge that BBTR has advanced Blackbox the amount of ​ as License Fees covering license rights to the BBTR System during the months of June, July and the first half of ​ and BBTR shall pay Blackbox an additional ​ on or before ​;

Initial Term License Fees. BBTR shall pay (or has prepaid) Blackbox the following amounts (“Initial Term License Fees”) during the Initial Term:

Right to Disable/Deny Access to BBTR System. Blackbox shall retain the absolute right AND ABILITY to DISABLE AND/OR deny access to OR THE use of the BBTR System by BBTR, ITS AFFILIATES, ANY BBTR SUBLICENSEE(S) AND/OR ANY Customer(S) in the event that BBTR IS IN BREACH OF ANY MATERIAL OBLIGATIONS TO BLACKBOX, INCLUDING SPECIFICALLY (BUT NOT LIMITED TO) TIMELY PAYMENT OF LICENSE FEES. NEITHER BBTR NOR ANY OF ITS BBTR SUBLICENSEES SHALL MAKE ANY MODIFICATIONS TO THE BBTR SYSTEM OR BLACKBOX’S ACCESS TO THE BBTR SYSTEM IN ANY WAY THAT WOULD LIMIT BLACKBOX’S ABILITY TO DISABLE OR DENY ACCESS TO USE THE BBTR SYSTEM. ALL BBTR SUBLICENSES GRANTED HEREUNDER SHALL EXPRESSLY RESERVE SUCH RIGHTS TO BLACKBOX AND EACH BBTR SUBLICENSE PARTY SHALL AGREE TO HOLD BLACKBOX HARMLESS FOR ANY DAMAGES RESULTING FROM BLACKBOX’S EXERCISE OF ITS RIGHT TO DISABLE OR DENY ACCESS TO USE THE BBTR SYSTEM.

Blackbox shall issue a credit to BBTR, not to exceed 5% of the license fee paid by BBTR during the month for which a credit shall be applied, for any failure to deliver the Support services within the applicable Response or Repair Times, in accordance with the following formula:

License. The EnTrust Contributor hereby grants to Legg and the Permal Contributor the non-exclusive, irrevocable, non-transferable, royalty-free right to use the name “​” in connection with the formation of the Company retroactive to the date of formation prior to the date hereof and prior to the Closing (a “License”). The Permal Contributor hereby grants to Hymowitz and the EnTrust Contributor the non-exclusive, irrevocable, non-transferable, royalty-free right to use the name “​ Partners LLC” and “​ FOF Management GP, LLC” in connection with the formation or renaming of EP Partners or FOF Management GP retroactive to the date of formation prior to the date hereof and prior to the Closing (also, a “License”). Each License shall terminate upon the earlier of # the Closing or # the termination of this Agreement in accordance with [Article IX].

BBTR shall pay Blackbox a monthly license fee of ​ on or before the 1st day of each of ​, ​, ​, ​, ​ and ​;