PARI PASSU NOTES. Holder acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to any other Notes. In the event Holder receives payments in excess of its pro rata share of the Company’s payments to the holders of all of the Notes, then Holder shall hold in trust all such excess payments for the benefit of the holders of the other Notes and shall pay such amounts held in trust to such other holders upon demand by such holders.

Pari Passu Priority. Subject to Section 7 and except as set forth in Section 34 with respect to the Collateral – Barrels, each of the Obligors and each Pari Passu Creditor agrees that all Liens and whatever other right, title or interest (if any) any such Pari Passu Creditor may have at any time in or to any Collateral as security for the Pari Passu Debt shall, at all times and in all respects, be pari passu in priority and in all other respects with all Liens and any other right, title or interest of Aegis in or to any such Collateral as security for the Aegis Debt, irrespective of the time or order of the creation or perfection of any such Lien, right, title or interest and irrespective of any failure by Aegis to create or perfect any such Lien, right, title or interest.

Prohibited Payments. Each Pari Passu Creditor hereby agrees that in the event any Obligor makes any payment to any Pari Passu Creditor or any Affiliate thereof (including any payment received as proceeds of any Collateral for Pari Passu Debt), or any other distribution of any property, on account of any Pari Passu Debt which payment or other distribution is # in excess of the amount of any payment or distribution which such Pari Passu Creditor is permitted to receive under the terms of this Agreement at the time such payment or distribution is received or # expressly prohibited under this Agreement (collectively, “Prohibited Pari Passu Payments”), such Pari Passu Creditor will # notify Aegis of the occurrence of such Prohibited Pari Passu Payment promptly and in no event later than three (3) Business Days of the occurrence of such Prohibited Pari Passu Payment, and # the Pari Passu Creditor shall be required to cure such Prohibited Pari Passu Payment, in cooperation with Aegis, such that the full amount of the Prohibited Pari Passu Payment will be re-distributed as follows: # First, to the Pari Passu Creditor that received the Prohibited Pari Passu Payment, in an amount up to the portion of such Prohibited Pari Passu Payment, if any, which would have constituted a Permitted Pari Passu Payment if such portion had been the only payment, distribution or recovery received by such Pari Passu Creditor or its Affiliate on account of the Pari Passu Debt on the date such Prohibited Pari Passu Payment occurred, as payment against the outstanding Pari Passu Debt due and payable and permitted to be paid under this Agreement (at the time the Prohibited Pari Passu Payment was received); # Second, to each of the other Pari Passu Creditors, in an amount up to the remaining portion of such Prohibited Pari Passu Payment, if any, that would have constituted a Permitted Pari Passu Payment if such payments had been made to the Pari Passu Creditors, as payment against the outstanding Pari Passu Debt due and payable and permitted to be paid under this Agreement (determined as of the time the Prohibited Pari Passu Payment was received); # Third, # to Pari Passu Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Pari Passu Creditors, or # solely to the extent the Prohibited Pari Passu Payment constitutes Net Cash Proceeds of an Other Prepayment Event or Spirits Business Net Cash Proceeds of a Permitted Sale, 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.

In the event that, notwithstanding the foregoing, any payment by, or distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, shall be directly or indirectly received by # a Pari Passu Creditor, in excess of the amount which the Pari Passu Creditor is entitled to receive pursuant to the foregoing clauses # and/or # in order to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages, the receiving Pari Passu Creditor shall promptly deliver such payment to the other Pari Passu Creditors for application to payment of the remaining unpaid Pari Passu Debt and until so delivered to the other Pari Passu Creditors will be held by the receiving Pari Passu Creditor in trust as the property of the other Pari Passu Creditors.

No Waiver. No delay by any Pari Passu Creditor in exercising any right or remedy hereunder or under any Pari Passu Note Document, or in failing to exercise the same shall operate as a waiver in favor of any Obligor or any Pari Passu Creditor of any such right or remedy. No notice to or demand on any Obligor or any Pari Passu Creditor by a Pari Passu Creditor shall be deemed a waiver of any right of the Pari Passu Creditor hereunder or under any Pari Passu Note Document to take further action without notice or demand.

upon the occurrence and during the continuation of any Event of Default, all of the Pari Passu Debt shall rank equally without preference or priority of any kind over one another, and all payments and recoveries payable on account of principal and interest on the Pari Passu Debt, including without limitation any proceeds of Collateral shall be paid and applied ratably and proportionately to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors; provided, for the avoidance of doubt and notwithstanding anything to the contrary set forth herein, that during the Subordination Period, all payments and recoveries realized with respect to the Collateral – Barrels and the proceeds thereof shall be paid and applied First to the 2024 Note Creditors ratably and proportionately on the basis of the respective amounts of outstanding 2024 Debt held by such 2024 Note Creditors until the 2024 Debt is Paid in Full, and Second, to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt outstanding Pari Passu Debt ratably and proportionately to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors;

upon the occurrence of any Other Prepayment Event, the Net Cash Proceeds with respect to such Other Prepayment Event shall be used to prepay the Pari Passu Debt, with such 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.

any collateral securing any such Incremental Commitments (and Incremental Term Loans) shall also secure all other Obligations on a pari passu basis; and

The Notes and the ​’ obligations under this Agreement will rank at least pari passu with all of the ​’ outstanding unsecured Senior Debt.

“Event of Default” means any # Aegis Note Document Default, # ​-District Note Document Default or # after the Pari Passu Date, 2024 Note Document Default.

The Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.

full and complete copies of all documents evidencing such sale of all or any portion of the Spirits Business, as applicable, and/or entered into by any Obligor in connection with any such sale shall have been provided to the Pari Passu Creditors, and the Pari Passu Creditors shall have approved such documents in writing in advance of the consummation of such sale of all or any portion of the Spirits Business, as applicable; and

Ranking. Incremental Facilities # may rank either pari passu or junior in right of payment with the Initial Term Loans, the Delayed Draw Term Loans and the initial Revolving Commitments, # may either be unsecured or secured by the Collateral (or assets that become Collateral) (including secured by Liens that secure the Facilities on a pari passu or junior basis) and # may be guaranteed only by the Loan Parties (or Persons that become Loan Parties).

Liens to secure Indebtedness that ranks pari passu with the Obligations (which shall include any split collateral arrangement) if the First Lien Net Leverage Ratio as of the date on which such Liens are first created is less than or equal to 4.00 to 1.00; provided that a Debt Representative acting on behalf of the holders of such Indebtedness will become party to or otherwise subject to the provisions of a Pari Passu Intercreditor Agreement;

in the case of a Refinancing of Indebtedness that is secured on a pari passu basis with, or on a junior basis to, the Obligations with Indebtedness that is secured on a junior basis, to the Obligations, a Debt Representative acting on behalf of the holders of such Indebtedness has become party to or is otherwise subject to the provisions of a Junior Lien Intercreditor Agreement and, if applicable, a Pari Passu Intercreditor Agreement.

“Permitted Pari Passu Provisions” means provisions that are contained in documentation evidencing or governing Pari Passu Obligations which provisions are the result of # limitations on the ability of the Borrower or a Subsidiary to make Restricted Payments or transfer property to the Borrower or any Guarantor which limitations are not, taken as a whole, materially more restrictive than those contained in this Agreement, # limitations on the creation of any Lien on any assets of a Person that are not, taken as a whole, materially more restrictive than those contained in this Agreement or any other Loan Document or # any requirement that Pari Passu Obligations be secured on an “equal and ratable basis” to the extent that the Obligations are secured.

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;