incur or which may otherwise be due and payable in connection with: (j) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver, subordination, or other modification or termination of this Agreement or any other Loan Documents (provided that there shall be no fees for the preparation and negotiation of this Agreement other than as specifically set forth in this Section 2.2); (i) any documentary stamp taxes, intangibles taxes, recording fees, filing fees, or other similar taxes, fees or charges imposed by or due 10 any Governmental Authority in connection with this Agreement or any other Loan Documents; (Gif) the exercise or enforcement of any of the rights of the Lender under this Agreement or the Loan Documents; or (iv) the failure by any Borrower to perform or observe any of the provisions of this Agreement or any of the Loan Documents. Included in the foregoing shall be the amount of all expenses paid or incurred by Lender in consulting with counsel concerning any of its rights under this Agreement or any other Loan Document or under applicable law. All such costs and expenses, if not so immediately paid when due or upon demand thereof, shail bear interest from the date of outlay until paid, at the Default Rate. All of such costs and expenses shall be additional Obligations of the Borrowers to Lender secured under the Loan Documents, ‘The Provisions of this Subsection shall survive the termination of this Agreement. (© Minimum Monthiv Fee. It is the intention of the parties hereto that, prior to an Event of Default, the aggregate sum of all recurring monthly fees and interest payable by Borrowers hereunder to Lender for each calendar month during the term hereof shall not be less than One and Five Tenths Percent (1.5%) of the then epplicable Revolving Loan Commitment (the “Minimum Fees”), In the event during any calendar month during the term of this Agreement, the recurring monthly fees and interest payable by Borrowers to Lender hereunder are less than the Minimum Fees, then in addition to all such recurring monthly fees and interest payable, the Borrowers shall pay to Lender, on the next Payment Date, an amount determined by Lender such that when added to he recurring monthly fees and interest payable to Lender each calendar month hereunder, such amount shall never be less than the Minimum Fecs. (h) Advisory Fee. @ Share Iss In consideration of advisory services provided by Lender to Issuing Borrower prior to the Closing Date, the Issuing Borrower shall pay to Lender & fee equal to $100,000.00 (the “Advisory Fee”). ‘The Advisory Fee shall be initially paid by the issuance to Lender of restricted shares of the Issuing Borrower's Common Stock (the “Advisory ‘Fee Shares") in accordance with the terms and provisions of this Section. For purposes of determining the number of shares issuable to Lender under this Section 2.2(h), the Issuing Borrower's Common Stock shall be valued at the average of the volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the date the Borrowers execute this Agreement (the “Valuation Date”), as reported by Bloomberg or such other reporting service acceptable to Lender (the “VWAP”). ‘The Lender shall confirm to the Issuing Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the Issuing Borrower shall issue to Lender, on the Closing Date, a number of Advisory Fee Shares equal to two hundred percent (200%) of the Advisory Fee, based on such VWAP as of the Valuation Date. On the Closing Date, the Issuing Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender hereunder, and shall cause its Transfer Agent to deliver such certificates to Lender within seven (7) Business Days from the Closing Date. In the event such certificates representing the 16‘Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven (7) Business Day period, same shall be an immediate defsult under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Issuing Borrower's Common Stock, The Advisory Fee Shares shall be deemed fully camed as of the date the Borrowers execute this Agreement, regardless of the amount or number of Revolving Loans made hereunder, Gi) Adjustments. It is the intention of the Issuing Borrower and Lender that the Lender shall be able to sell the Advisory Fee Shares and generate net proceeds {net of all brokerage commissions and otter fees or charges payable by Lender in connection with the sale thereof) from such sale equal to the Advisory Fee. Tn this regard, the Lender shall have the right to sell the Advisory Fee Shares in the Principal Trading Market, or otherwise, at any time in accordance with applicable securities laws. After the earlier to occur of: (A) the sale of all Advisory Fee Shares; or (B) Lender receiving net proceeds from the sale of the Advisory Fee Shares equal to the Advisory Fee, the Lender shail deliver to the Issuing Borrower a reconciliation statement showing the net proceeds actually received by the Lender from the sale of the Advisory Fee Shares (the “Sale Reconcitiation”). If, as of the date of the delivery by Lender of the Sale Reconciliation, the Lender has not realized and received net proceeds irom the sale of the Advisory Fee Shares equal to at least the Advisory Fee, as shown on the Sale Reconciliation, then the Issuing Borrower shall immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to the Lender in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and sold Advisory Fee Shares, the Lender shall have received total net funds equal to the Advisory Fee. If additional shares of Common Stock are issued pursuant to the immediately preceding sentence, and after the sale of such additional ‘issued shares of Common Stock, the Lender still has not received net proceeds equal to at least the Advisory Fee, then the Issuing Borrower shall again be required to immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to the Lender as contemplated above, and such additional issuances shall continue until the Lender has received net proceeds from the sale of such Common Stock equal to the Advisory Fee. In the event the Lender receives net proceeds from the sale of Advisory Fee Shares equal to the Advisory Fee before Lender has sold all Advisory Fee Shares issued to Lender hereunder, then the Lender shall return all such remaining Advisory Fee Shares to the Issuing Borrower. In the event additional Common Stock is required to be issued as outlined above, the Issuing Borrower shall instruct its Transfer Agent to issue certificates representing such additional shares of Common Stock to the Lender immediately subsequent to the Lender's hereunder, and the Issuing Borrower shall in any event cause its Transfer Agent to deliver such certificates to Lender within seven (7) Business Days following the date Lender notifies the Issuing Borrower that additional shares of Common Stock are to be issued hereunder. In the ‘event such certificates representing such additional shares of Common Stock issuable hereunder shall not be delivered to the Lender within said seven (7) Business Day period, same shall be an immediate default under this Agreement and the Loan Documents. Nobwithstanding anything ‘contained in this Section 2.2(h) to the contrary, at eny time on or prior to the Revolving Loan Maturity Date, the Issuing Borrower shall have the right, at any time during such period, to redeem any Advisory Fee Shares then in the Lender’s possession for an amount payable by the Issuing Borrower to Lender in Dollars equal to the Advisory Fee, less any net proceeds received 7