Permitted Aegis Payments. Until all of the ​-District Debt and all of the 2024 Debt has been Paid in Full, no Obligor shall, directly or indirectly, make any payment on account of the Aegis Debt, and neither Aegis nor any Affiliate thereof shall be permitted to receive from any Obligor, directly or indirectly, any payment on account of the Aegis Debt other than # regularly scheduled payments of interest and principal, in each case as and when due and payable on a non-accelerated basis in accordance with the terms of the A&R Aegis Note as in effect on the Effective Date, # payments of principal, interest, and any unpaid fees or other obligations owing by any Obligor to Aegis under the A&R Aegis Note as in effect on the Effective Date on the non-accelerated maturity date of the A&R Aegis Note as in effect on the Effective Date, and # any Permitted Mandatory Prepayment of the Aegis Debt provided such Permitted Mandatory Prepayment is made in accordance with the provisions of Section 3(a)(iv) and [Section 2(a)(iii)]) (collectively, “Permitted Aegis Payments”, and each individually, a “Permitted Aegis Payment”), unless and until, with respect to any payment described in any of the [foregoing clauses (1), (2) and (3) of this Section 3(a)(ii)])])], any Event of Default has occurred and is continuing at the time of such payment or such payment would result in an Event of Default, whereupon the provisions of Section 2(a)(i) shall apply and the Pari Passu Debt shall be paid to Pari Passu Creditors in the manner set forth in such Section.

Covenants of Aegis Regarding Aegis-Obligor Fundamental Transactions. Notwithstanding anything set forth herein to the contrary, Aegis covenants and agrees (on behalf of itself and each of its Affiliates, whether existing now or in the future) that in the event of any Aegis-Obligor Fundamental Transaction, Aegis shall ensure that # all of the ​-District Debt and all of the 2024 Debt shall remain the direct obligation of ​ (or the ​ Surviving Successor (as defined below)) and # either:

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

the Maker shall be permitted to incur and be liable for Indebtedness owing by the Maker to # [[Organization A:Organization]] (“Aegis”) under that certain Amended and Restated Secured Promissory Note dated as of September 29, 2023 issued to Aegis by the Maker in the original principal amount of $2,638,291 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Aegis Note”), which Aegis Note amended and restated that certain Secured Promissory Note in the original principal amount of $4,500,000 that was originally issued to Aegis on October 6, 2022 pursuant to that certain Note Purchase Agreement by and among the Maker, [[Bigger-District Creditors:Organization]], [[Bigger-District Creditors:Organization]] and wholly-owned Subsidiary of the Maker (“Craft Canning”) and Aegis dated as of October 6, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Aegis Note Purchase Agreement”) (the Indebtedness permitted pursuant to this subclause (i), the “Aegis Indebtedness”), provided that any such Aegis Indebtedness is and shall be at all times pari passu with the Notes in the manner and to the extent set forth in that certain Intercreditor Agreement dated as of the date hereof, by and among the Maker, Craft Canning, the Payee, [[Bigger-District Creditors:Organization]] and Aegis (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”); provided, for the avoidance of doubt, that # the aggregate principal amount of Aegis Indebtedness that the Maker shall be permitted to incur and remain liable for pursuant to this clause (i) shall not exceed $2,638,291, and # the allowance for Aegis-LD Indebtedness provided by this clause (i) applies solely to permit Indebtedness issued by the Maker to Aegis under the Aegis Note, subject to the terms of the Intercreditor Agreement, and does not permit the issuance by Maker of Indebtedness to any Person other than Aegis;

Permitted Acquisitions. The Company will not, nor will it permit any Subsidiary to, make any Acquisitions, other than Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”):

Permitted Use. Tenant shall use the Premises solely for the Permitted Use set forth in Section 7 of the Summary and Tenant shall not use or permit the Premises or the Project to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion.

Liens on any property or asset of the Borrower, any of its Subsidiaries or any Material Associated Practice existing on the date hereof and set forth on [Schedule 7.2]; provided that such Liens shall not apply to any other property or asset of such Person;

Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by [Section 7.1] (other than APC Non-Recourse Indebtedness and Indebtedness permitted pursuant to [Section 7.1(v)]); provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection # of this Section;

Future Approved Entity Investments in an aggregate amount not to exceed $150,000,000 so long as # the Approved Entity substantially concurrently uses all of the proceeds of the Future Approved Entity Investment to acquire Capital Stock in or all or substantially all of the assets of APC or another Material Associated Practice pursuant to which the net economic benefit of such acquisition is wholly transferred to such Approved Entity through such Approved Entity’s ownership of the Capital Stock in or assets of APC or such other Material Associated Practice, # the Administrative Agent receives collateral security in respect of such Investment that is substantially similar (and no less favorable to the Administrative Agent, including, for the avoidance of doubt, a Collateral Assignment and designation as an “additional secured party”) to the AP-AMH Loan, # before and after giving effect to any such Future Approved Entity Investment, no Default or Event of Default has occurred and is continuing and # the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer at least 5 days prior to the date of the consummation of such Future Approved Entity Investment demonstrating that on a Pro Forma Basis after giving effect to any such Future Approved Entity Investment, the Borrower is in compliance with each of the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Future Approved Entity Investment and otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to [Section 5.1(b)] as if such Future Approved Entity Investment had occurred;

In the event that Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by Applicable Law (as reasonably determined by Disclosing Party after consulting with legal counsel), legal process, or the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement, to the extent permitted by Applicable Law, notify Disclosing Party in writing of such requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are compelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.