In the event that this Agreement is validly terminated by the Company pursuant to Section 7.1(h), then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to Ten Million Dollars ($10,000,000) (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty.

In recognition of the upfront effort required by the Advisor to structure and acquire the assets of the Company and its subsidiaries and the Advisor's commitment of monies and resources to the Company's business and operations for which the Advisor would be entitled to but, has not received, reimbursement from the Company, and as consideration for the Advisor's release and performance of its other obligations under Section 17(b):

Termination Fee. Upon termination of this Agreement for any reason prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount equal to # Two Hundred Thousand Dollars ($200,000) if such termination occurs on or prior to the first (1st) anniversary of the Third Amendment Effective Date or # One Hundred Thousand Dollars ($100,000) if such termination occurs after the first (1st) anniversary of the Third Amendment Effective Date but on or prior to the second (2nd) anniversary of the Third Amendment Effective Date, provided that no such termination fee shall be charged if the credit facility hereunder is replaced with a new facility from Bank; and

Montage Termination Fee. As an inducement to and condition precedent to the effectiveness of the termination of the Merger Agreement, simultaneously with the execution of this Agreement, Montage is wiring to Marigold $60.0 million in immediately available funds in accordance with the wire instructions previously provided by Marigold.

Revolving Line Termination Fee. The Revolving Line Termination Fee, if and when due hereunder; and

Term Advance Termination Fee. In the event the Term Advance is prepaid in full prior to January 31, 2020 by a lender other than Lender, Borrower shall pay the Term Advance Termination Fee to Lender.

Fee. Licensee shall pay Licensor a fee of ​ (​ USD) on or before March 15, 2023 as consideration for this Amendment # 2.

Fee. The Company shall pay the Director a fee for services hereunder of Fifty Thousand Dollars ($50,000) per annum (the “Board Compensation”) to be paid in equal quarterly installments of Twelve Thousand Five Hundred Dollars ($12,500) (the “Quarterly Payments”) beginning with the initial payment on June 30, 2021. Following the Initial Payment, Quarterly Payments shall be due on the last business day of each September, December, March and June in the Directorship Term hereof (the “Payment Dates”). The Board Compensation shall be paid either in readily available funds or fully paid, validly issued and non-assessable common stock of the Company (the “Common Stock”), at the sole option of the Board Member, to be exercised by written notice to the Company on or prior to the Payment Date, failing which the Board Compensation shall be paid in cash. In the event that a Quarterly Payment is to be remitted in Common Stock, the number of shares shall be determined by dividing the Quarterly Payment by the closing sale price of the Common Stock on the trading day immediately preceding the applicable Payment Date, as reported by the principal trading market for the Common Stock.

Fee. During the Term, the Company shall pay [[Mr. Kanas:Person]] an annual fee of $200,000 (the "Fee"), payable in arrears in equal monthly installments on the 15th day of each calendar month (or the following business day), with the first such payment for the month of January 2017 to be made on February 15th, 2017.

Servicing Fee. At all times that Computershare or another Person is acting as Successor Servicer hereunder, the “Servicing Fee Rate” shall mean the greater of # 4.75% per annum and # the average of three (3) bids obtained by the Administrative Agent (acting at the direction of the Required Lenders) based upon then current market conditions, pursuant to the first two sentences of [Section 7.14(h)]; provided, that the Successor Servicer shall provide prompt written notice of such Servicing Fee Rate to the Rating Agencies, if any.