Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims,

Investments that are made in # an amount equal to the amount of Excluded Contributions previously received and the Borrower elects to apply under this clause (y) or (ii))] without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied;

Dispositions of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; # any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims, in each case, in the ordinary course of business;

money market funds that # comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, # are rated AAA by S&P and Aaa by Moody’s and # have portfolio assets of at least $5,000,000,000.

Indebtedness of any Loan Party arising pursuant to Permitted Intercompany Advances,

Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on [Schedule P]-2 to the Agreement, # guarantees permitted under the definition of Permitted Indebtedness, # Permitted Intercompany Advances,

intercompany loans or advances made by any Loan Party to any Subsidiary that is a Loan Party and made by any Subsidiary to a Loan Party; provided, that # any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged and delivered (with appropriate endorsement) to Administrative Agent pursuant to the Security Agreement, and # the aggregate amount of any intercompany loans and advances made by any Borrower to any Loan Party that is not a Borrower (together with outstanding investments permitted under clause (e) of the definition of “Permitted Intercompany Investments”) shall not exceed $500,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs), and # any and all intercompany loans and advances made by a Subsidiary that is not a Loan Party to or in a Loan Party, shall at all times be subject to a Subordination Agreement;

Seller or the Seller’s Guarantor will deliver to the Purchaser within ten (10) days after the date of this Agreement a complete and accurate list and of all Intercompany Accounts as of the date thereof. As of the Completion Date, Seller or the Seller’s Guarantor has caused all Intercompany Accounts to be settled, discharged, offset, paid, terminated and/or extinguished in full, except as otherwise permitted by Clause 4.1.7.

Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the written request of # ​ or ​, any one acting alone (subject to any of [[Organization B:Organization]]’s applicable authentication policies or procedures, which may require that a particular individual—including another specific individual listed above—provide verification of the identity of the requestor), who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or # any person, with respect to advances deposited to the credit of any deposit account of [[Organization A:Organization]], which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of [[Organization A:Organization]] regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by [[Organization A:Organization]].

Advances. Subject to Section 2.6(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to one percentage point (1.00%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.6(d) below.