the Spirits Business Net Cash Proceeds with respect to such sale of all or any portion of the Spirits Business, as applicable (after deduction of the Spirits Business Net Cash Proceeds retained by the Obligors for Approved Working Capital Purposes under [clause (ii) above], if and to the extent applicable) shall be used by the Obligors to prepay the Pari Passu Debt, with such Spirits Business Net Cash Proceeds being paid and applied to the Pari Passu Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors; provided, that any Spirits Business Net Cash Proceeds used to prepay the Pari Passu Debt in accordance with this clause (iii) shall be so paid and applied # in the case of any such Spirits Business Net Cash Proceeds received by or on behalf of any and all Obligors on the closing date of such sale, on the closing date of such sale or within one (1) Business Day following the closing date of such sale and/or # in the case of any such Spirits Business Net Cash Proceeds received by or on behalf of any and all Obligors following the closing date of such sale (including without limitation any such Spirits Business Net Cash Proceeds received by way of deferred payment pursuant to, or by monetization of, any promissory note issued to any of the Obligors in payment of the purchase price for such sale), within three (3) Business Days following the receipt of such Spirits Business Net Cash Proceeds by or on behalf of any and all Obligors;

the Spirits Business Net Cash Proceeds with respect to such sale of all or any portion of the Spirits Business, as applicable (after deduction of the Spirits Business Net Cash Proceeds retained by the Obligors for Approved Working Capital Purposes under [clause (iii) above], if and to the extent applicable) shall be used by the Obligors to prepay the Pari Passu Debt, with such Spirits Business Net Cash Proceeds being paid and applied to Aegis and the ​ District Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the ​-District Creditors; provided, that any Spirits Business Net Cash Proceeds used to prepay the Pari Passu Debt in accordance with this clause (iv) shall be so paid and applied # in the case of any such Spirits Business Net Cash Proceeds received by or on behalf of any and all Obligors on the closing date of such sale, on the closing date of such sale or within one (1) Business Day following the closing date of such sale and/or # in the case of any such Spirits Business Net Cash Proceeds received by or on behalf of any and all Obligors following the closing date of such sale (including without limitation any such Spirits Business Net Cash Proceeds received by way of deferred payment pursuant to, or by monetization of, any promissory note issued to any of the Obligors in payment of the purchase price for such sale), within three (3) Business Days following the receipt of such Spirits Business Net Cash Proceeds by or on behalf of any and all Obligors;

upon the occurrence of any Permitted Sale, the Spirits Business Net Cash Proceeds with respect to such Permitted Sale (after deduction of any Spirits Business Net Cash Proceeds retained by the Obligors for Approved Working Capital Purposes in connection with such Permitted Sale in accordance with clause (iii) of the definition of the term “Permitted Sale” (as defined in Section 3(a)(iii)), if and to the extent applicable) shall be used to prepay the Pari Passu Debt in accordance with clause (iv) of the definition of the term “Permitted Sale” (as defined in Section 3(a)(iii)); and

“Spirits Business Net Cash Proceeds” means, with respect to any sale of all or any portion of the Spirits Business, # all cash proceeds received by or on behalf of any and all Obligors in respect of such sale of all or any portion of the Spirits Business, as applicable, net of # the sum of # all reasonable fees and out-of-pocket expenses paid by any Obligor to any third party (other than to any other Obligor or any Affiliate of any Obligor) in connection with such sale of all or any portion of the Spirits Business, as applicable, # in the case of a sale, transfer or other disposition of an asset in connection with such sale of all or any portion of the Spirits Business, as applicable, the amount of all payments required to be made by any Obligor as a result of such sale, transfer or other disposition of such asset to repay indebtedness (other than the Pari Passu Debt) secured by such asset or otherwise subject to mandatory prepayment as a result of such sale, transfer or other disposition of such asset and # the amount of all taxes paid (or reasonably estimated to be payable) by the Obligors and, subject to the prior written consent of the Pari Passu Creditors, such consent not to be unreasonably withheld, the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable by the Obligors, in each case during the year that such sale of all or any portion of the Spirits Business, as applicable, occurred or the next succeeding year and that are directly attributable to such sale of all or any portion of the Spirits Business, as applicable (as determined reasonably and in good faith by the Obligors).