The Borrower agrees to reimburse the Administrative Agent upon demand for all reasonable and documented third party out-of-pocket expenses paid or incurred by the Administrative Agent, including, without limitation, reasonable fees, charges and disbursements of outside counsel to the Administrative Agent, in connection with preparation, negotiation and execution of this Waiver and Amendment No. 7 and any other document required to be furnished herewith, including, without limitation, all written invoices in respect of the foregoing delivered to the Borrower prior to the Effective Date.  The Borrower acknowledges and agrees that any extension of the Facility Termination Date subsequent to the date hereof shall require its payment of a $10,000 work fee to each Lender.  No Lender has agreed or committed to any such future extension, and any such extension shall be approved or declined by each Lender in its sole discretion.  Such work fee shall be in addition to any other fees required by the Lenders at the time of any such extension.