Administrative Agent may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Administrative Agent Advances”) which Administrative Agent, in its sole discretion, # deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or # to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations, provided, that, the aggregate principal amount of the Special Administrative Agent Advances pursuant to [clauses [(i) and (ii) above]e]], plus the then outstanding principal amount of the additional Loans and Letter of Credit Accommodations which Administrative Agent may make or provide as set forth in [Section 12.8] hereof, shall not exceed the aggregate amount of ​ or # to pay any

other amount chargeable to any Borrower or Guarantor pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of # costs, fees and expenses and # payments to any issuer of Letter of Credit Accommodations. Special Administrative Agent may,Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Administrative Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Administrative Agent Advances shall be payable at its option, from timethe Interest Rate then applicable to time, at any timeBase Rate Loans and shall be payable on or after an Eventdemand. Special Administrative Agent Advances shall not cause the total principal amount of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder,to exceed the Maximum Credit. Without limitation of its obligations pursuant to [Section 6.10], each Lender agrees that it shall make available to Administrative Agent, upon Administrative Agent’s demand, in immediately available funds, the amount equal to such disbursements and advances (“Lender’s Pro Rata Share of each such Special Administrative Agent Advances”) whichAdvance. If such funds are not made available to Administrative Agent, in its sole discretion, # deems necessaryAgent by such Lender, such Lender shall be deemed a Defaulting Lender and Administrative Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or desirable either to preserve or protectat Administrative Agent’s option based on the Collateral or any portion thereof or # to enhance the likelihood or maximize the amount of repaymentarithmetic mean determined by Borrowers and GuarantorsAdministrative Agent of the Loans and other Obligations, provided, that,rates for the aggregate principal amountlast transaction in overnight Federal funds arranged prior to ​ (New York City time) on that day by each of the Specialthree leading brokers of Federal funds transactions in New York City selected by Administrative Agent Advances pursuant to [clauses [(i)Agent) and (ii) above]e]], plusif such amounts are not paid within three (3) days of Administrative Agent’s demand, at the then outstanding principal amount of the additional Loans and Letter of Credit Accommodations which Administrative Agent may make or provide as set forthhighest Interest Rate provided for in [Section 12.8] hereof, shall not exceed the aggregate amount of ​ or #3.1] hereof applicable to pay anyBase Rate Loans.