The Parent Guarantor hereby agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and each other Financing Party in connection with the enforcement of this Parent Guaranty and the protection of the Financing Parties’ rights hereunder and any amendment, waiver or consent relating hereto (including, in each case, without limitation, the reasonable fees and disbursements of counsel (Including in-house counsel) employed by the Administrative agent and each other Financing Party).