Mandatory Prepayment upon Permitted Sales of the Spirits Business. Without limiting any other rights of the Payee or any other obligations of the Maker under this Note or under any other Transaction Document, the Maker and/or Craft Canning shall be permitted to sell all or any portion of the Spirits Business provided that any such sale of all or any portion of the Spirits Business, as applicable, constitutes a “Permitted Sale” under and as defined in the Intercreditor Agreement; provided further, for the avoidance of doubt, that the consummation of any sale of all or any portion of the Spirits Business that does not constitute a sale in the ordinary course of the Maker’s business or a “Permitted Sale” under and as defined in the Intercreditor Agreement shall constitute a Triggering Event. As used herein, the term “Spirits Business” shall have the meaning given to such term in the Intercreditor Agreement.

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).

Mandatory Prepayment. Subject to [Section 22] hereof, upon the occurrence of a Mandatory Prepayment Trigger Event, the Borrower shall prepay the then outstanding Loans and accrued interest thereon.

Mandatory Prepayment. If # the Borrower does not deliver such Restoration or Replacement Plan and the accompanying deliveries referred to in [Section 4.6(b)(ii)] within such sixty (60) day period, or # after the completion of any repair or restoration of assets with Insurance Proceeds and Condemnation Proceeds, there are excess Insurance Proceeds and Condemnation Proceeds on deposit in or standing to the credit of the Insurance, Condemnation and Extraordinary Proceeds Account, the Lender may, by delivery of written notification to the Accounts Bank, request the transfer of an amount equal to such Insurance Proceeds and Condemnation Proceeds to the Lender, to be applied by the Lender as a prepayment of the Loans pursuant to [Section 3.08(a)(i)] of the Credit Agreement. Upon receipt of such written notification from the Lender, the Accounts Bank shall cause funds held in the Insurance, Condemnation and Extraordinary Proceeds Account to be applied pursuant to the instructions set forth in such written notification.

Permitted Prepayment. So long as no Event of Default has occurred and is continuing, Borrower shall have the option to prepay in whole or in part the Term Loan advanced by Bank under this Agreement, provided Borrower # delivers written notice to Bank of its election to prepay the Term Loan at least thirty (30) days prior to such prepayment, and # pays, on the date of such prepayment # all outstanding principal, plus accrued and unpaid interest with respect to the prepaid Term Loan, # the Final

Mandatory Prepayment Upon an Acceleration. If the Growth Capital Advances are accelerated following the occurrence and during the continuance of an Event of Default, Co-Borrowers shall immediately pay to Bank an amount equal to the sum of # all outstanding principal, plus accrued and unpaid interest with respect to Growth Capital Advances, # the Final Payment, # the Prepayment Fee, and # all other sums, if any, that shall have become due and payable hereunder in connection with the Growth Capital Advances.

Mandatory Prepayment upon a Change of Control. In the event of a Change of Control, the outstanding Principal plus any accrued and unpaid interest thereon, in each case, that has not otherwise been repaid, prepaid or converted in accordance with this Note, shall automatically be due and payable immediately prior to the close of such Change of Control. The Company shall deliver to the Holder notice of a Change of Control (the “Change of Control Notice”) not less than ten (10) calendar days prior to any anticipated Change of Control effective date (the “Anticipated Change of Control Date”); provided, that if the Company does not have ten (10) calendar days’ prior knowledge of such Change of Control, it shall provide such notice as soon as practicable after obtaining knowledge thereof. For purposes of this [Section 1(c)], “Change of Control” shall mean # any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; # the consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or # the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Notice of Mandatory Prepayment. The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this [[Section 2.6(b), (i)])]])] a certificate signed by a Financial Officer of the Borrowers setting forth in reasonable detail the calculation of the amount of such prepayment and # to the extent practicable, at least three Business Days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid.

Concurrently with the receipt of the Net Cash Proceeds from any Disposition pursuant to [Section 8.7(e)], Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (or if appropriate, 100% of any such Net Cash Proceeds that remain after deducting any amount reinvested by Borrower and its Subsidiaries during the one hundred eighty (180)-day period described in [Section 8.7(e)]).

“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).