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).

If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then

Mandatory Prepayments. If, at any time the aggregate outstanding Extensions of Credit under the Facility exceeds the aggregate Commitments under the Facility then in effect, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Loans under the Facility in an aggregate principal amount at least equal to such excess.

Mandatory Prepayments. On the next occurring Payment Date following the date on which ​ actually receives any Net Proceeds, if ​ is not obligated to make such Net Proceeds available to ​ for Restoration in accordance with the applicable terms and conditions hereof, ​ shall prepay, or authorize ​ to apply Net Proceeds as a prepayment of, the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall and such payment shall be accompanied by the applicable portion of the Exit Fee, and any Breakage Costs. Furthermore, ​ shall make any payments required pursuant to [Section 6.5] hereof as and to the extent required thereunder. Other than, in each case, following an Event of Default, no prepayment premium or penalty (which shall not be deemed to include the Exit Fee, which shall be owed as provided for in this Agreement, if applicable) shall be due in connection with any prepayment made pursuant to this [Section 2.4.2] or in connection with any payment pursuant to [Section 6.4]. Any partial prepayment under this [Section 2.4.2] shall be applied to the last payments of principal due under the Loan.

When any Borrower sells or otherwise disposes of any Collateral for consideration in excess of ​ in any individual transaction or ​ in the aggregate during any fiscal year (other than Inventory in the Ordinary Course of Business), ​ shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable costs of such sales or other dispositions consented to by ​, which consent to such costs shall not be unreasonably withheld), such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for ​. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first to the Advances in such order as ​ may determine, subject to ​' ability to re-borrow Revolving Advances in accordance with the terms hereof; provided, that no such repayment shall be applied to Revolving B Advances unless the Revolving A Facility Usage has been reduced to zero.

If at any time (other than if consented to in writing by the Revolving Loan Lenders) the aggregate amount of Revolving Loans outstanding plus LOC Obligations outstanding exceeds the Revolving Committed Amount, the Borrowers shall immediately prepay the Loans in the amount of such excess in accordance with [Section 3.3(c)]; and

Mandatory Prepayments. Except as may be set forth in any Incremental Loan Amendment, any Extension Amendment (as defined below) or any Refinancing Amendment, all amounts required to be paid pursuant to Sections ‎2.10(c), ‎2.10(d) and ‎2.10(e) shall be applied pro rata to the outstanding Term Loans of each Class (or, in the case of the incurrence of Credit

Mandatory Prepayments. On the next occurring Payment Date following the date on which the Agent actually receives any Net Proceeds, if the Agent is not obligated to make such Net Proceeds available to any Borrower for Restoration, the Borrowers shall authorize the Agent to apply Net Proceeds as a prepayment of the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Any Net Proceeds remaining after the prepayment of the Debt in full shall be paid to the Borrowers.

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.

Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities other than Ineligible Institutions (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of [Exhibit C] or in such other form as may be agreed to by the parties thereto. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loan of the assigning Lender or (unless each of the Borrower and the Agent otherwise consents) be in an aggregate amount not less than ​; provided, that # the foregoing consent of the Borrower shall not be required if a Default has occurred and is continuing, and # the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 10 Business Days after having received notice thereof. The amount of the assignment shall be based on the Commitment or outstanding Loan (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. Any consent required under this [Section 13.3.1] shall not be unreasonably withheld or delayed.