Assignment of Collateral – Barrels. During any period when any of the 2024 Debt is in default, the 2024 Note Creditors may organize an entity (“HoldCo”) and send written notice to ​ that the Collateral – Barrels must be assigned to HoldCo. Upon receipt of such notice, ​ will promptly segregate the Collateral – Barrels within any warehouse where the Collateral – Barrels are located, mark-off the segregated area, and prominently display notice that the barrels are the property of HoldCo and shall also execute and deliver a bill of sale assigning the Collateral – Barrels to HoldCo. After the assignment, ​ will # continue to sell barrels from the inventory of Collateral – Barrels and pay over to HoldCo the net proceeds (less the costs of renting and maintaining the warehouse portion(s) holding the Collateral – Barrels) and # continue to provide the Weekly Report to the 2024 Note Creditors.

Reversion of Collateral – Barrels. Upon full satisfaction of the 2024 Debt prior to the Pari Passu Date, HoldCo shall send a bill of sale transferring the remainder of the Collateral – Barrels to ​.

“Collateral – Barrels” means the barrels of whiskey identified on [Schedule 1]-A to this Agreement, which are all of the barrels of whiskey owned by ​ on the Effective Date; provided, notwithstanding anything to the contrary set forth herein, that the term “Collateral – Barrels” also includes any and all other barrels of whiskey owned by ​ on the Effective Date but not included on [Schedule 1]-A. ​ will provide the Pari Passu Creditors an amended [Schedule 1]-A promptly after discovery of any Collateral – Barrels not included on [Schedule 1]-A.

“Pari Passu Date” means the first date on which # any 2024 Debt remains outstanding and # the Collateral – Barrels contains no barrels.

Sale of Barrels. During the Subordination Period, ​ shall be entitled to sell barrels included in Collateral – Barrels, in bulk or individually, for cash at fair market value determined by comparable sales. The cash receipts from each such sale, net of expenses incurred by ​ that are directly attributable to the sale, such as agent fee, shipping and handling expenses, transfer fees and sales taxes, etc., shall be promptly paid over to the 2024 Note Creditors in the following allocations: LDI – 50%; ​ – 25%; ​ – 25%. All such payments shall be credited to the 2024 Debt held by the recipients, with first allocation to accrued interest and then to principal. On Monday of each week prior to the Pari Passu Date and on the Pari Passu Date, ​ will send to each of the 2024 Note Creditors an update of [Schedule 1]-A to this Intercreditor Agreement showing the contents of Collateral – Barrels as of the preceding Friday (or the Pari Passu Date, if applicable), which shall be accompanied by an accounting for the balance of the 2024 Debt as of the same Friday (the “Weekly Report”).

“Prepayment Event” means any # Other Prepayment Event or # any Permitted Sale (as defined in Section 3(a)(iii)), but shall not include any sale of Collateral – Barrels permitted under Section 34 hereof.

Subordination of Liens. During the period beginning from the Effective Date until the date on which all 2024 Debt has been Paid in Full (the “Subordination Period”), all liens and security interests with respect to the Collateral – Barrels held by Aegis, LDI, ​ and/or ​, whether now existing or hereafter acquired ARE HEREBY UNCONDITIONALLY SUBORDINATED AND MADE UNCONDITIONALLY SUBORDINATE AND JUNIOR IN RIGHT OF PRIORITY AND RANK TO AND SUBORDINATE TO the liens and security interests now held or hereafter acquired by the 2024 Note Creditors, and each of them, in the Collateral – Barrels pursuant to the 2024 Security Agreement. The priorities provided for in this Section 34 shall apply:

Unless waived in advance by [[Organization A:Organization]], and subject to [[Organization A:Organization]] tank availability, the physical volume of SELLER’s Deliveries of Product shall be at least [...] Barrels and limited to [...] Barrels for any individual Pipeline Delivery, unless mutually agreed or [...] Barrels for any individual Marine Delivery.

Collateral. As security for the payment of the Obligations and satisfaction by Borrowers of all covenants and undertakings contained in the Loan Agreement and the Loan Documents, each Borrower reconfirms the first-priority continuing Lien and security interest in all of its right, title, and interest in, to and under all of the Collateral (except with respect to subsection # of the definition of Collateral to the extent that granting occurs pursuant to another security agreement or similar document), whether presently existing or hereafter acquired or arising, in order to secure prompt payment and performance by each Borrower of all its Obligations (other than subsection # of the definition of Collateral which granting shall be governed by such other applicable security document). Nothing herein contained is intended to in any manner impair or limit the validity, priority and extent of Agent’s existing security interest in and Liens upon the Collateral.

Collateral. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral (with an aggregate book value in excess of $10,000,000) purported to be covered thereby, which failure is not remedied within five (5) days after the earlier of # the date on which any Authorized Officer has actual knowledge thereof and # the receipt of written notice from any Agent or the Required Lenders.