The transfer, assignment and conveyance of the Mortgage Loans by the Seller to the ​ is not subject to bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Buyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any Common Shares to be issued hereunder to such Buyer at the Closing (collectively, the “Pre-Settlement Common Shares”), such Buyer shall, automatically hereunder (without any additional required actions by such Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Buyer prior to the Company’s receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Buyer as to whether or not during the Pre-Settlement Period such Buyer shall sell any Common Shares to any Person and that any such decision to sell any Common Shares by such Buyer shall be made, in the sole discretion of such Buyer, at the time such Buyer elects to effect any such sale, if any.

ACADIA’s then current standard exchange rate methodology will be employed for the translation of foreign currency sales into United States dollars. This methodology is used

Notwithstanding the foregoing and for the avoidance of doubt, ​ (“EAI”), shall not take services from ​ under this Service Agreement in connection with transmission system planning and bulk electric system reliability, and references in this Agreement to “Client Company” shall not include EAI in connection with such services.

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”).

Seller shall provide Purchaser with the information necessary to complete the Notification of Sale, Transfer or Assignment in Bulk, or such other form as the New Jersey Division of Taxation (the “Division”) may prescribe, during the Due Diligence Period, and Seller shall cooperate with Purchaser in the submission of the completed form to the Division.

Permitted Mandatory Prepayments from Permitted Sales. Notwithstanding any provision of this Agreement to the contrary, in the event of any Permitted Sale, subject to the conditions set forth in the definition of the term “Permitted Sale” set forth below, the Pari Passu Creditors shall be entitled to receive, and the Obligors shall be permitted and required to make, mandatory prepayments of the Pari Passu Debt then outstanding, respectively, from the Spirits Business Net Cash Proceeds with respect to such Permitted Sale (collectively “Permitted Mandatory Prepayments”, and each individually, a “Permitted Mandatory Prepayment”), with any such Permitted Mandatory Prepayments being made in accordance with [Section 2(a)(iii)] and [clause (iii)] of the definition of the term “Permitted Sale” (as defined below).

Consolidations, Mergers and Sales of Assets. The Company will not, and will not permit any other Borrower to consolidate or merge with or into, or acquire substantially all of the assets of, any other Person unless # in the case of a merger or consolidation, the Company (in any merger or consolidation to which it is a party) or such other Borrower shall substantially contemporaneously be the ultimate surviving entity, and # the board of directors (or similar governing body) of such other Person shall have approved such consolidation, merger or acquisition. Exclusive of # sales, leases or transfers to the Company and its Subsidiaries, # sales, leases (or subleases), licenses (or sublicenses) or other transfers in the ordinary course of business and dispositions of used, worn-out, obsolete or surplus assets, # sales and dispositions of assets and related rights pursuant to a Permitted Securitization, # the grant of any Lien permitted hereby to the extent it constitutes a transfer of property, # a transfer of assets as a result of any loss of or damage to or any condemnation or other taking or involuntary transfer thereof, # the sale, lease or transfer of non-core assets acquired in connection with any acquisition permitted hereby, the Company will not permit the sale, lease or other transfer to any other Person in any fiscal year of the Company of assets of the Company or its Subsidiaries which, together with all other such assets sold, leased or otherwise transferred during such fiscal year (in each case, valued at net book value) exceeds 15% of the consolidated assets of the Company and its Consolidated Subsidiaries as of the end of the immediately preceding fiscal year of the Company.

Liens; Restrictions on Sales of Receivables. Create, incur, assume, or suffer to exist, or permit any of the Subsidiaries to create, incur, assume, or suffer to exist, any Lien on any of its property now owned or hereafter acquired to secure any Indebtedness of the Borrower or any such Subsidiary, or sell or assign any accounts receivable in connection with a financing or factoring transaction (other than in the ordinary course of business), other than: # Liens listed on [Schedule 7.1] on the Closing Date and Liens securing any Indebtedness incurred to refinance, refund, renew or extend any Indebtedness secured by Liens listed on [Schedule 7.1] to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expense in connection with such refinancing, refunding, renewal or extension so long as the Liens securing such Indebtedness shall be limited to all or part of the same property that secured the Indebtedness refinanced, refunded, renewed or extended (and improvements on and proceeds from such property); # pledges or deposits to secure the utility obligations of the Borrower incurred in the ordinary course of business; # Liens upon or in property now owned or hereafter acquired to secure Indebtedness incurred # solely for the purpose of financing the acquisition, construction, lease or improvement of such property, provided that such Indebtedness shall not exceed the fair market value of the property being acquired, constructed, leased or improved or # to refinance, refund, renew or extend any Indebtedness described in subclause # to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expense in connection with such refinancing, refunding, renewal or extension so long as the Liens securing such Indebtedness shall be limited to all or part of the same property that secured the Indebtedness refinanced, refunded, renewed or extended (and improvements on and proceeds from such property); # Liens on the assets of any Person merged or consolidated with or into (in accordance with [Section 7.4]) or acquired by the Borrower or any Subsidiary that were in effect at the time of such merger, consolidation or acquisition and Liens securing any Indebtedness incurred to refinance, refund, renew or extend any Indebtedness secured by Liens described in this [clause (d)] to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expense in connection with such refinancing, refunding, renewal or extension so long as the Liens securing such Indebtedness shall be limited to all or part of the same property that secured the Indebtedness refinanced, refunded, renewed or extended (and improvements on and proceeds from such property); # Liens for taxes, assessments and governmental charges or levies, which are not yet due or which are being contested in good faith by appropriate proceedings; # Liens securing Indebtedness of the Borrower or any Subsidiary to the Rural Electrification Administration or the Rural Utilities Service (or any successor to any such agency) in an aggregate principal amount outstanding at any time not to exceed ​; # carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s or other like Liens arising in the ordinary course of business relating to obligations not overdue for a period of more than 60 days or which are bonded or being contested in good faith by appropriate proceedings; # pledges or deposits in connection with workers’ compensation laws or similar legislation or to secure public or statutory obligations; # Liens or deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; # easements, rights of way, restrictions and other encumbrances incurred which, in the aggregate, do not materially interfere with the ordinary conduct of business; # restrictions by Governmental Authorities on the operations, business or assets of the Borrower or its Subsidiaries that are customary in the Borrower’s and its Subsidiaries’ businesses; # sales of accounts receivable pursuant to, and Liens existing or deemed to exist in connection with, any Securitization Transactions, provided that the aggregate amount of all such Securitization Transactions shall not at any time exceed ​; # other Liens (other than on the assets and/or equity interests of Frontier North and/or its Subsidiaries) securing Indebtedness in an aggregate principal amount, when aggregated, without duplication, with the principal amount of Indebtedness of Subsidiaries outstanding pursuant to ​, not to exceed ​ at any one time outstanding; # Liens (other than on the assets and/or equity interests of Frontier North and/or its Subsidiaries) securing Indebtedness of the Borrower and its Subsidiaries incurred to finance the Verizon Acquisition (other than the Loans) (“Verizon Acquisition Debt”) so long as such Liens equally and ratably secure the Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent; # Liens securing Indebtedness incurred pursuant to the Existing Credit Agreements; # Liens created under the Loan Documents securing the Secured Obligations; # Liens securing any letter of credit facility or similar facility of the Borrower or any of its Subsidiaries in an aggregate principal amount outstanding at any time not to exceed ​, so long as such Liens equally and ratably secure the Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent; and # Liens on the assets and/or equity interests of Frontier North and/or any of its Subsidiaries that secure Indebtedness of the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed ​ less the amount of Indebtedness incurred pursuant to [Section 2.21] of the 2015 JPMC Credit Facility (as in effect on the Closing Date); provided, however, that the Borrower or any Subsidiary may create, incur, assume or suffer to exist other Liens (in addition to Liens excepted by the [foregoing [clauses (a) through (r)]]) on its assets (other than the assets and/or equity interests of Frontier North) so long as # such Liens equally and ratably secure the Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and # at the time of any incurrence of Indebtedness secured by Liens in reliance on this proviso, the sum of (without duplication) # the aggregate principal amount of all such Indebtedness secured by Liens in reliance on this proviso, plus # the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries secured by Liens in reliance on [clause [(n), (o) or (p) above]e]e]]e]e], plus # the aggregate principal amount of Indebtedness of Subsidiaries outstanding pursuant to [Section 7.7(a)] (other than ​), shall not exceed the Maximum Priority Amount at such time.

Working Capital (e.g., working capital targets, working capital divided by sales, days’ sales outstanding, days’ sales inventory, or days’ sales in payables);