Debtor agrees to reimburse Secured Party, on demand for any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which Secured Party may incur in connection with (i) the custody or preservation of, or the registration of the Collateral, (ii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iii) the failure by Debtor to perform or observe any of the provisions hereof. If Debtor fails to perform any of its duties hereunder, Secured Party may, but shall not be required to, do so on Debtor’s behalf. Any amounts expended by Secured Party in performing Debtor’s duties or enforcing this Security Agreement shall be payable promptly by Debtor upon written demand by Secured Party and shall bear interest from the date of such demand at the rate applicable from time to time to the Senior Subordinated Notes at the time outstanding.