Common use of Lender’s Remedies Clause in Contracts

Lender’s Remedies. 9.1. Borrower agrees that all of the loans and advances made by Lender under the terms of this Agreement, together with all Obligations of Borrower as defined herein (unless otherwise provided in any instrument evidencing the same or agreement relating thereto), shall be payable by Borrower at Lender’s demand at the office of Lender in New York, New York. In addition, all Obligations shall be, at Lender’s option, due and payable without notice or demand upon termination of this Agreement or upon the occurrence of any one or more of the following events of default (“Default”): (1) if Borrower shall fail to pay to Lender when due any amounts owing to Lender under any Obligation, or if there shall occur a Default or breach by Borrower or any Affiliate of Borrower of any of the terms, covenants, conditions or provisions of this Agreement, any Loan Document or any other agreement by or among Borrower or any of its Affiliates and Lender or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed money; (2) if any person who has pledged, granted, issued or arranged collateral security or the LC for the Obligations (a “Pledgor”), shall die, terminate or attempt to terminate its obligations; or if any such person shall breach any of the terms, covenants, conditions or provisions of any agreement or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurance; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is false or misleading in any material respect at the time it is made; (4) if an Insolvency Proceeding is commenced by Borrower or any Pledgor or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior to the dismissal of such Insolvency Proceeding) or if a judgment, levy, attachment or distraint against Borrower remains unpaid, unstayed or undismissed for a period of more than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (6) if (x) Borrower shall default under or breach the terms of any present or future lease (each a “Lease”) of any premises now or hereafter leased by Borrower (“Leased Premises”) or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any Lease, or that any Lease has been terminated; (7) any employee benefit plan of Borrower subject to ERISA is completely or partially terminated or the Pension Benefit Guaranty Corporation commences proceedings for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default or breach of any provision of any Intercreditor Agreement; or (10) or upon any Event of Default as defined or alleged with respect to any indebtedness or obligation evidenced by or referred to in any Increditor Agreement, including but not limited to a certain April 21, 2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 of the Permitted Overadvance has not been paid to Lender immediately thereafter; or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal Date. Upon the occurrence of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as part of the Obligations, in addition to amounts payable under Section 10.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under Section 3.1 from such date; provided, that in no event shall such rate exceed the Maximum Rate and (ii) Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or Collateral, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or Collateral, to prosecute any action, suit or proceeding with respect to Receivables or Collateral, to extend the time of payment of any and all Receivables or Collateral, to make allowances and adjustments with respect thereto, to issue credits in Lender’s name or Borrower’s, to demand payment under the LC (subject to the Subordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s account, at public or private sale, at broker’s board, for cash, upon credit or otherwise, at Lender’s sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the giving of five days’ notice by Lender, sent by ordinary mail, postage prepaid, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition of the Receivables or Collateral or any other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by Lender to the payment of the Obligations in such order as Lender may elect, and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower within 5 Business Days after Borrower’s receipt of written notice from Lender that the act or action is required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (10) Business Days after such commencement or appointment.

Lender’s Remedies. 9.18.1. Borrower agrees that all of the loans and advances made by Lender under the terms of this Agreement, together with all Obligations of Borrower as defined herein (unless otherwise provided in any instrument evidencing the same or agreement relating thereto), shall be payable by Borrower at Lender’s demand at the office of Lender in New York, New York. In addition, all Obligations shall be, at Lender’s option, due and payable without notice or demand upon termination of this Agreement or upon the occurrence of any one or more of the following events of default (“Default”): (1) if Borrower shall fail to pay to Lender when due any amounts owing to Lender under any Obligation, or if there shall occur a Default or breach by Borrower or any Affiliate of Borrower of any of the terms, covenants, conditions or provisions of this Agreement, any Loan Document Agreement or any other agreement by or among between Borrower or any of its Affiliates and Lender or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed money; (2) if any guarantor, endorser or other person liable on the Obligations or who has pledged, granted, issued pledged or arranged granted collateral security or the LC for the Obligations (a “Pledgor”)Obligations, shall die, terminate or attempt to terminate its obligations; guaranty or if any such person pledge agreement or shall breach any of the terms, covenants, conditions or provisions of any guarantee, endorsement or other agreement of such person with, or in favor of, Lender or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurancevalueless; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is or becomes false or misleading in any material respect at the time it is maderespect; (4) if an Insolvency Proceeding Borrower shall become insolvent, is commenced by Borrower generally unable to pay its debts as they mature, files or any Pledgor has filed against it a petition in bankruptcy, liquidation or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior to the dismissal of such Insolvency Proceeding) reorganization, or if a judgment, levy, attachment or distraint judgment against Borrower remains unpaid, unstayed or undismissed for a period of more than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (6) if f (x) Borrower shall default under or breach the terms of any present or future lease (each a “Lease”) of any premises now or hereafter leased by Borrower (“Leased Premises”) and fail to cure within thirty (30) days or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any Lease, or and that any Lease has been terminated; (7) any employee benefit plan of Borrower subject to ERISA is completely or partially terminated or the Pension Benefit Guaranty Corporation commences proceedings for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default (w) Borrower or breach Bondholders fail to comply with Bondholder Agreements, the Collateral Agreement or any other agreements among Borrower and Bondholders or any documents related thereto, or (x) Borrower and EF Energy Partners LLC fail to comply with any agreements among Borrower and EF Energy Partners LLC or (y) the subordination agreements delivered in connection herewith or (z) Borrower, or any other party thereto, fails to comply with the terms of the Members Interest Purchase Agreement, Convertible Promissory Note or any provision of other documents related thereto among Borrower and TLC Investments, LLC, in each case subject to any Intercreditor Agreementcure or grace periods, contained therein; or (10) or upon if Borrower fails to timely (including any Event of Default as defined or alleged extension thereof) make any filings required to be made with respect to any indebtedness or obligation evidenced by or referred to in any Increditor Agreement, including but not limited to a certain April 21, 2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 of the Permitted Overadvance has not been paid to Lender immediately thereafter; or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal DateSEC. Upon the occurrence of any DefaultDefault and upon written notice to Borrower, (i) Borrower shall pay to Lender, as liquidated damages and as part of the Obligations, in addition to amounts payable under Section 10.1 9.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under Section 3.1 from such date; provided, that in no event shall such rate exceed the Maximum Rate and (ii) Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or CollateralReceivables, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or CollateralReceivables, to prosecute any action, suit or proceeding with respect to Receivables or CollateralReceivables, to extend the time of payment of any and all Receivables or CollateralReceivables, to make allowances and adjustments with respect thereto, to issue credits in Lender’s name or Borrower’s, to demand payment under the LC (subject to the Subordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s account, at public or private sale, at broker’s board, for cash, upon credit or otherwise, at Lender’s sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the giving of five ten days’ notice by Lender, sent by ordinary mail, postage prepaid, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition of the Receivables or Collateral or any other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by Lender to the payment of the Obligations in such order as Lender may elect, and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower within 5 Business Days Days, or such other amount of time as provided in this section, after Borrower’s receipt of written notice from Lender that the act or action is required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten forty-five (1045) Business Days after such commencement or appointment.

Lender’s Remedies. 9.1If an Event of Default has occurred and is continuing, the Lender may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement relating to the Obligations, all rights and remedies of a Lender under the UCC. Without limiting the foregoing, the Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Borrower agrees that or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances require Borrower to assemble the Collateral and make it available to the Lender at a place to be designated by the Lender; prior to the disposition of the Collateral, store, process, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent the Lender deems appropriate; collect, receive, appropriate and realize upon any or all of the loans Collateral, and/or may sell, lease, assign, give an option or options to purchase, or otherwise dispose of and advances made by Lender under deliver any or all of the terms Collateral (or contract to do any of this Agreement, together with all Obligations of Borrower as defined herein (unless otherwise provided in any instrument evidencing the same or agreement relating theretoforegoing), shall be payable by Borrower at Lender’s demand at the office of Lender in New York, New York. In addition, all Obligations shall be, at Lender’s option, due and payable without notice or demand upon termination of this Agreement or upon the occurrence of any one or more of the following events of default (“Default”): (1) if Borrower shall fail to pay to Lender when due parcels at a public or private sale or sales, at any amounts owing to Lender under any Obligationexchange, broker’s board or if there shall occur a Default or breach by Borrower or any Affiliate of Borrower office of any of the terms, covenants, conditions or provisions of this Agreement, any Loan Document or any other agreement by or among Borrower or any of its Affiliates and Lender or elsewhere upon such terms and conditions as the Lender may deem advisable, for cash or on credit or for future delivery without assumption of any of its Affiliates or if Borrower credit risk. The Lender shall fail to pay when due any indebtedness for borrowed money; (2) if any person who has pledged, granted, issued or arranged collateral security or have the LC for the Obligations (a “Pledgor”), shall die, terminate or attempt to terminate its obligations; or if right upon any such person shall breach any of the termspublic sale or sales and, covenants, conditions or provisions of any agreement or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurance; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is false or misleading in any material respect at the time it is made; (4) if an Insolvency Proceeding is commenced by Borrower or any Pledgor or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior to the dismissal of extent permitted by law, upon any such Insolvency Proceeding) private sale or if a judgmentsales, levy, attachment or distraint against Borrower remains unpaid, unstayed or undismissed for a period of more than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure to purchase all or any part of the Receivables unsafeCollateral so sold, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (6) if (x) Borrower shall default under or breach the terms free of any present right or future lease (each a “Lease”) equity of redemption in the Borrower, which right or equity is hereby waived or released. The Lender shall apply the net proceeds of any premises now such collection, recovery, receipt, appropriation, realization or hereafter leased by Borrower (“Leased Premises”) sale, after deducting all reasonable expenses incurred therein or (y) Lender shall receive notice from any lessor in connection with the care or safekeeping of any Leased Premises that a default has occurred under of the Collateral or in any Lease, or that any Lease has been terminated; (7) any employee benefit plan of Borrower subject way relating to ERISA is completely or partially terminated the Collateral or the Pension Benefit Guaranty Corporation commences proceedings for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default or breach of any provision of any Intercreditor Agreement; or (10) or upon any Event of Default as defined or alleged with respect to any indebtedness or obligation evidenced by or referred to in any Increditor Agreement, including but not limited to a certain April 21, 2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 rights of the Permitted Overadvance has not been paid Lender under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to Lender immediately thereafter; the payment in whole or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal Date. Upon the occurrence of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as in part of the Obligations, in addition to amounts payable under Section 10.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under Section 3.1 from such date; provided, that in no event shall such rate exceed the Maximum Rate and (ii) Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or Collateral, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or Collateral, to prosecute any action, suit or proceeding with respect to Receivables or Collateral, to extend the time of payment of any and all Receivables or Collateral, to make allowances and adjustments with respect thereto, to issue credits in Lender’s name or Borrower’s, to demand payment under the LC (subject to the Subordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s account, at public or private sale, at broker’s board, for cash, upon credit or otherwise, at Lender’s sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the giving of five days’ notice by Lender, sent by ordinary mail, postage prepaid, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition of the Receivables or Collateral or any other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by Lender to the payment of the Obligations in such order as the Lender may elect, and only after such application and after the payment by the Lender of any other amount required by any provision of law, need the Lender account for the surplus, if any, to the Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by the Lender of any of its rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. The Borrower shall remain liable to Lender for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Lender to collect such deficiency. Notwithstanding anything In furtherance of the Lender’s rights hereunder, Borrower hereby grants to the contrary contained Lender an irrevocable, non-exclusive license, exercisable without royalty or other payment by the Lender, and only in this sectionconnection with the exercise of remedies hereunder, (i) to use, license or sublicense any patent, trademark, trade name, copyright or other intellectual property in which Borrower now or hereafter has any right, title or interest together with the extent that an event or occurrence described right of access to all media in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower within 5 Business Days after Borrower’s receipt of written notice from Lender that the act or action is required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists which any of the commencement of a proceeding against Borrower under Federal foregoing may be recorded or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (stored. 10) Business Days after such commencement or appointment.

Lender’s Remedies. 9.1. Borrower agrees that all Without in any way impairing the demand nature of the loans and advances made by Lender under the terms of this AgreementNote, together with all Obligations of Borrower as defined herein (unless otherwise provided in any instrument evidencing the same or agreement relating thereto), shall be payable by Borrower at Lender’s demand at the office of Lender in New York, New York. In addition, all Obligations shall be, at Lender’s option, due and payable without notice or demand upon termination of this Agreement or immediately upon the occurrence of any Default or an Event of Default specified herein, the obligation of Lender to make Loans hereunder shall terminate and Lender may declare all Loans made pursuant to this Agreement together with all accrued interest, immediately due and payable. Upon such occurrence and/or declaration, Lender shall have, in addition to the rights and remedies given to it by the Note and this Agreement and the documents related hereto, all the rights and remedies of a secured party as provided in the UCC (regardless of whether such Uniform Commercial Code has been adopted in the jurisdiction where such rights and remedies are asserted) and without limiting the generality of the foregoing, and without demand of performance and without other notice (except as specifically required by the Note or this Agreement or the documents executed in connection herewith) or demand whatever to Borrower, all of which are hereby expressly waived, Lender may, in addition to all the rights conferred upon it by law, exercise one or more of the following events of default (“Default”): (1) if Borrower shall fail to pay to Lender when due any amounts owing to Lender under any Obligation, rights successively or if there shall occur a Default or breach by Borrower or any Affiliate concurrently: set off the balances in all deposit and agency accounts of Borrower of any with Lender (and Borrower hereby grants Lender a lien and security interest in all such accounts and the proceeds thereof); lawfully dispose of the terms, covenants, conditions or provisions of this Agreement, any Loan Document or any other agreement by or among Borrower or any of its Affiliates and Lender or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed money; (2) if any person who has pledged, granted, issued or arranged collateral security or the LC for the Obligations (a “Pledgor”), shall die, terminate or attempt to terminate its obligations; or if any such person shall breach any of the terms, covenants, conditions or provisions of any agreement or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurance; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is false or misleading in any material respect at the time it is made; (4) if an Insolvency Proceeding is commenced by Borrower or any Pledgor or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior to the dismissal of such Insolvency Proceeding) or if a judgment, levy, attachment or distraint against Borrower remains unpaid, unstayed or undismissed for a period of more than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure whole or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (6) if (x) Borrower shall default under or breach the terms of any present or future lease (each a “Lease”) of any premises now or hereafter leased by Borrower (“Leased Premises”) or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any LeaseCollateral, or that any Lease has been terminated; (7) any employee benefit plan of Borrower subject to ERISA is completely other real or partially terminated personal property, instrument or the Pension Benefit Guaranty Corporation commences proceedings document pledged as security for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default or breach of any provision of any Intercreditor Agreement; or (10) or upon any Event of Default as defined or alleged with respect to any Borrower's indebtedness or obligation evidenced by or referred to in any Increditor Agreement, including but not limited to a certain April 21, 2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 of the Permitted Overadvance has not been paid hereunder to Lender immediately thereafter; or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal Date. Upon the occurrence of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as part of the Obligations, in addition to amounts payable under Section 10.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under Section 3.1 from such date; provided, that in no event shall such rate exceed the Maximum Rate and (ii) Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or Collateral, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or Collateral, to prosecute any action, suit or proceeding with respect to Receivables or Collateral, to extend the time of payment of any and all Receivables or Collateral, to make allowances and adjustments with respect thereto, to issue credits in Lender’s name or Borrower’s, to demand payment under the LC (subject to the Subordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s account, at public or private salesale or otherwise realize upon, at broker’s boardwithout advertisement or demand upon Borrower or upon any obligor of Receivables, for cashthe Collateral, upon credit or otherwiseany other security, at Lender’s sole option the same being hereby waived, except to the extent otherwise required by law, with the right on the part of Lender or its nominee to become the purchaser thereof as provided by law absolutely freed and discretiondischarged from any equity of redemption, and Lender may bid or become purchaser at any such sale if publicall trusts and other claims whatsoever, free from any right and, after deduction of redemption which is hereby expressly waived. Borrower agrees that the giving of five days’ notice all reasonable legal and other costs and expenses permitted by Lenderlaw, sent by ordinary mail, postage prepaidincluding attorney's fees, to apply the mailing address residue of Borrower set forth the proceeds to pay, or to hold as a reserve against, all Borrower's indebtedness hereunder to Lender. Any remainder of the proceeds after satisfaction in this Agreement, designating the place and time full of Borrower's indebtedness hereunder to Lender shall be distributed as required by applicable law. Notice of any sale or disposition of Collateral shall be given to Borrower at least five (5) Business Days before any intended public sale or the time after which any intended private sale or other intended disposition of the Receivables or Collateral or any other security held by Lender is to be made, which Borrower agrees shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by Lender to the payment of the Obligations in such order as Lender may elect, and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower within 5 Business Days after Borrower’s receipt of written notice from Lender that the act or action is required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding sale or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (10) Business Days after such commencement or appointmentdisposition.

Lender’s Remedies. 9.1. 8.1 Borrower agrees that all of the loans and advances made by Lender under the terms of this Agreement, together with all Obligations of Borrower as defined herein (unless otherwise provided in any instrument evidencing the same or agreement relating thereto), shall be payable by Borrower at Lender’s 's demand at the office of Lender in New York, New York. In addition, all Obligations shall be, at Lender’s 's option, due and payable without notice or demand upon termination of this Agreement or upon the occurrence of any one or more of the following events of default (“"Default”"): (1) if Borrower shall fail to pay to Lender when due any amounts owing to Lender under any Obligation, or if there shall occur a Default or breach by Borrower or any Affiliate of Borrower of any of the terms, covenants, conditions or provisions of this Agreement, any Loan Document Agreement or any other agreement by or among between Borrower or any of its Affiliates and Lender or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed money; (2) if any guarantor, endorser or other person liable on the Obligations or who has pledged, granted, issued pledged or arranged granted collateral security or the LC for the Obligations (a “Pledgor”)Obligations, shall die, terminate or attempt to terminate its obligations; guaranty or if any such person pledge agreement or shall breach any of the terms, covenants, conditions or provisions of any guarantee, endorsement or other agreement of such person with, or in favor of, Lender or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurancevalueless; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is or becomes false or misleading in any material respect at the time it is maderespect; (4) if an Insolvency Proceeding Borrower shall become insolvent, is commenced by Borrower generally unable to pay its debts as they mature, files or any Pledgor has filed against it a petition in bankruptcy, liquidation or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior to the dismissal of such Insolvency Proceeding) reorganization, or if a judgment, levy, attachment or distraint judgment against Borrower remains unpaid, unstayed or undismissed for a period of more than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if there is a change (by voluntary transfer, death or otherwise) in Borrower's controlling stockholders or owners; (6) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (67) if (x) Borrower shall default under or breach the terms of any present or future lease (each a “"Lease”") of any premises now or hereafter leased by Borrower (“"Leased Premises”") or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any Lease, or that any Lease has been terminated; (7) 8) any employee benefit plan of Borrower subject to ERISA is completely or partially terminated or the Pension Benefit Guaranty Corporation commences proceedings for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) 9) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default or breach of any provision of any Intercreditor Agreement; or (10) or upon any Event of Default as defined or alleged with respect to any indebtedness or obligation evidenced by or referred to in any Increditor Agreement, including but not limited to a certain April 21, 2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 of the Permitted Overadvance has not been paid to Lender immediately thereafter; or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal Date. Upon the occurrence of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as part of the Obligations, in addition to amounts payable under Section 10.1 9.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under Section 3.1 from such date; provided, that in no event shall such rate exceed the Maximum Rate and (ii) Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or CollateralReceivables, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or CollateralReceivables, to prosecute any action, suit or proceeding with respect to Receivables or CollateralReceivables, to extend the time of payment of any and all Receivables or CollateralReceivables, to make allowances and adjustments with respect thereto, to issue credits in Lender’s 's name or Borrower’s's, to demand payment under the LC (subject to the Subordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s 's account, at public or private sale, at broker’s 's board, for cash, upon credit or otherwise, at Lender’s 's sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the giving of five days’ ' notice by Lender, sent by ordinary mail, postage prepaid, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition of the Receivables or Collateral or any other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by Lender to the payment of the Obligations in such order as Lender may elect, and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower within 5 Business Days after Borrower’s receipt of written notice from Lender that the act or action is required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (10) Business Days after such commencement or appointment.

Lender’s Remedies. 9.1. (a) Notwithstanding anything to the contrary herein, if Borrower agrees that is required to return Loaned ADSs pursuant to Section 3, and, in the good faith judgment of Borrower, the purchase and/or borrow of Loaned ADSs by Borrower or its affiliate or agent in an aggregate amount equal to all or any portion of the loans number of Loaned ADSs to be delivered to Lender in accordance with Section 3 shall (A) be prohibited by any law, rule or regulation of any governmental authority to which Borrower or its affiliate or agent is or would be subject (including any rule or code of conduct generally applicable to members of any self-regulatory organization of which Borrower or its affiliate or agent is a member or to the regulation of which it is subject (whether or not such rules or codes of conduct are imposed by law or have been voluntarily adopted by Borrower or its affiliate or agent)) or any related policies and advances made by procedures applicable to Borrower or its affiliate or agent or would be unadvisable, based on the advice of counsel, if Borrower or its affiliate or agent were to effect such purchases of Loaned ADSs as if Borrower or its affiliate or agent, as the case may be, were Lender or an affiliated purchaser of Lender while remaining in compliance with any such law, rule, regulation or code of conduct or related policies and procedures applicable to Borrower or such affiliate or agent, (B) violate, or would upon such purchase or borrow likely violate, any order or prohibition of any court, tribunal or other governmental authority, (C) require the prior consent of any court, tribunal or governmental authority prior to any such purchase or borrow, (D) based on the advice of counsel, subject Borrower or its affiliate or agent making such purchase or borrow to any liability or potential liability under any applicable federal securities law (including, without limitation, Section 16 of the terms of this Agreement, together with all Obligations of Borrower as defined herein Exchange Act) or (unless otherwise provided E) be impracticable due to illiquidity in any instrument evidencing the same or agreement relating theretorelevant market (each of (A), (B), (C), (D) and (E), a “Repurchase Obstacle”), then, in each case, Borrower shall immediately notify Lender of the Repurchase Obstacle and the basis therefor, whereupon Borrower’s obligations under Section 3 shall be payable by Borrower at Lender’s demand at the office of Lender in New York, New Yorksuspended until such time as no Repurchase Obstacle with respect to such obligations shall exist (a “Repayment Suspension”). In addition, all Obligations shall be, at Lender’s option, due and payable without notice or demand upon termination of this Agreement or upon Following the occurrence of and during the continuation of any one or more of the following events of default (“Default”): (1) if Repayment Suspension, Borrower shall fail use commercially reasonable efforts to pay remove or cure the Repurchase Obstacle as promptly as reasonably practicable and shall promptly deliver to Lender when due any amounts owing to Lender under any Obligation, or if there shall occur a Default or breach by Borrower or any Affiliate of Borrower of any of the terms, covenants, conditions or provisions of this Agreement, any Loan Document or any other agreement by or among Borrower or any of its Affiliates and Lender or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed money; (2) if any person who has pledged, granted, issued or arranged collateral security or the LC for the Obligations (a “Pledgor”), shall die, terminate or attempt to terminate its obligations; or if any such person shall breach any of the terms, covenants, conditions or provisions of any agreement or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurance; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is false or misleading in any material respect at the time Loaned ADSs it is made; (4) if an Insolvency Proceeding is commenced by Borrower or any Pledgor or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior able to the dismissal of such Insolvency Proceeding) or if a judgment, levy, attachment or distraint against Borrower remains unpaid, unstayed or undismissed for a period of more acquire. Other than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (6) if (x) Borrower shall default under or breach the terms of any present or future lease (each a “Lease”) of any premises now or hereafter leased by Borrower (“Leased Premises”) or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any Lease, or that any Lease has been terminated; (7) any employee benefit plan of Borrower subject to ERISA is completely or partially terminated or the Pension Benefit Guaranty Corporation commences proceedings for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default or breach of any provision of any Intercreditor Agreement; or (10) or upon any Event of Default as defined or alleged with respect to any indebtedness Repurchase Obstacle existing solely as a result of action by Lender, if Borrower is unable to completely remove or obligation evidenced by or referred cure the Repurchase Obstacle within thirty (30) Trading Days of the original date on which Borrower is required to in any Increditor return Loaned ADSs pursuant to this Agreement, including but not limited to a certain April 21, 2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 of the Permitted Overadvance has not been paid to Lender immediately thereafter; or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal Date. Upon the occurrence of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as part of the Obligations, in addition to amounts payable under Section 10.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under the delivery of Loaned ADSs in accordance with Section 3.1 from such date; provided3, that an amount in no event shall such rate exceed immediately available funds (the Maximum Rate and (ii“Replacement Cash”) Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or Collateral, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or Collateral, to prosecute any action, suit or proceeding with respect to Receivables or Collateral, to extend the time of payment of any and all Receivables or Collateral, to make allowances and adjustments with respect thereto, to issue credits in Lender’s name or Borrower’s, to demand payment under the LC (subject equal to the Subordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s account, at public or private sale, at broker’s board, for cash, upon credit or otherwise, at Lender’s sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the giving of five days’ notice by Lender, sent by ordinary mail, postage prepaid, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition product of the Receivables or Collateral or any other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any Closing Price as of the foregoing rights or remedies shall be applied by Lender to Trading Day immediately preceding the date Borrower makes such payment and the number of the Obligations in such order as Lender may elect, and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower within 5 Business Days after Borrower’s receipt of written notice from Lender that the act or action is Loaned ADSs otherwise required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (10) Business Days after such commencement or appointmentdelivered.

Lender’s Remedies. 9.1. (a) Notwithstanding anything to the contrary herein, if Borrower agrees that is required to return Loaned ADSs pursuant to Section 3, and, in the good faith judgment of Borrower, the purchase and/or borrow of Loaned ADSs by Borrower or its affiliate or agent in an aggregate amount equal to all or any portion of the loans and advances made number of Loaned ADSs to be delivered to Lender in accordance with Section 3 shall (A) be prohibited by any law, rule or regulation of any governmental authority to which Borrower or its affiliate or agent is or would be subject (including any rule or code of conduct generally applicable to members of any self-regulatory organization of which Borrower or its affiliate or agent is a member or to the regulation of which it is subject (whether or not such rules or codes of conduct are imposed by law or have been voluntarily adopted by Borrower or its affiliate or agent)) or would be unadvisable, based on the advice of counsel, if Borrower or its affiliate or agent were to effect such purchases of Loaned ADSs as if Borrower or its affiliate or agent, as the case may be, were Lender or an affiliated purchaser of Lender while remaining in compliance with any such law, rule, regulation or code of conduct, (B) violate, or would upon such purchase or borrow likely violate, any order or prohibition of any court, tribunal or other governmental authority, (C) require the prior consent of any court, tribunal or governmental authority prior to any such purchase or borrow, (D) based on the advice of counsel, subject Borrower or its affiliate or agent making such purchase or borrow to any liability or potential liability under any applicable federal securities law (including, without limitation, Section 16 of the terms Exchange Act) or (E) be impracticable due to illiquidity in the market (each of this Agreement, together with all Obligations of Borrower as defined herein (unless otherwise provided in any instrument evidencing the same or agreement relating theretoA), (B), (C), (D) and (E), a “Repurchase Obstacle”), then, in each case, Borrower shall immediately notify Lender of the Repurchase Obstacle and the basis therefor, whereupon Borrower’s obligations under Section 3 shall be payable by Borrower at Lender’s demand at the office of Lender in New York, New Yorksuspended until such time as no Repurchase Obstacle with respect to such obligations shall exist (a “Repayment Suspension”). In addition, all Obligations shall be, at Lender’s option, due and payable without notice or demand upon termination of this Agreement or upon Following the occurrence of and during the continuation of any one or more of the following events of default (“Default”): (1) if Repayment Suspension, Borrower shall fail use commercially reasonable efforts to pay remove or cure the Repurchase Obstacle as promptly as reasonably practicable and shall promptly deliver to Lender when due any amounts owing to Lender under any Obligation, or if there shall occur a Default or breach by Borrower or any Affiliate of Borrower of any of the terms, covenants, conditions or provisions of this Agreement, any Loan Document or any other agreement by or among Borrower or any of its Affiliates and Lender or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed money; (2) if any person who has pledged, granted, issued or arranged collateral security or the LC for the Obligations (a “Pledgor”), shall die, terminate or attempt to terminate its obligations; or if any such person shall breach any of the terms, covenants, conditions or provisions of any agreement or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurance; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is false or misleading in any material respect at the time Loaned ADSs it is made; (4) if an Insolvency Proceeding is commenced by Borrower or any Pledgor or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior able to the dismissal of such Insolvency Proceeding) or if a judgment, levy, attachment or distraint against Borrower remains unpaid, unstayed or undismissed for a period of more acquire. Other than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (6) if (x) Borrower shall default under or breach the terms of any present or future lease (each a “Lease”) of any premises now or hereafter leased by Borrower (“Leased Premises”) or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any Lease, or that any Lease has been terminated; (7) any employee benefit plan of Borrower subject to ERISA is completely or partially terminated or the Pension Benefit Guaranty Corporation commences proceedings for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default or breach of any provision of any Intercreditor Agreement; or (10) or upon any Event of Default as defined or alleged with respect to any indebtedness Repurchase Obstacle existing solely as a result of action by Lender, if Borrower is unable to completely remove or obligation evidenced by or referred cure the Repurchase Obstacle within 30 Business Days of the original date on which Borrower is required to in any Increditor return Loaned ADSs pursuant to this Agreement, including but not limited to a certain April 21, 2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 of the Permitted Overadvance has not been paid to Lender immediately thereafter; or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal Date. Upon the occurrence of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as part of the Obligations, in addition to amounts payable under Section 10.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under the delivery of Loaned ADSs in accordance with Section 3.1 from such date; provided3, that an amount in no event shall such rate exceed immediately available funds (the Maximum Rate and (ii“Replacement Cash”) Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or Collateral, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or Collateral, to prosecute any action, suit or proceeding with respect to Receivables or Collateral, to extend the time of payment of any and all Receivables or Collateral, to make allowances and adjustments with respect thereto, to issue credits in Lender’s name or Borrower’s, to demand payment under the LC (subject equal to the Subordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s account, at public or private sale, at broker’s board, for cash, upon credit or otherwise, at Lender’s sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the giving of five days’ notice by Lender, sent by ordinary mail, postage prepaid, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition product of the Receivables or Collateral or any other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any Closing Price as of the foregoing rights or remedies shall be applied by Lender to Business Day immediately preceding the date Borrower makes such payment and the number of the Obligations in such order as Lender may elect, and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower within 5 Business Days after Borrower’s receipt of written notice from Lender that the act or action is Loaned ADSs otherwise required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (10) Business Days after such commencement or appointmentdelivered.

Lender’s Remedies. 9.18.1. Borrower agrees that all of the loans and advances made by Lender under the terms of this Agreement, together with all Obligations of Borrower as defined herein (unless otherwise provided in any instrument evidencing the same or agreement relating thereto), shall be payable by Borrower at Lender’s 's demand at the office of Lender in New York, New York. In addition, all Obligations shall be, at Lender’s 's option, due and payable without notice or demand upon termination of this Agreement or upon the occurrence of any one or more of the following events of default (“"Default”"): (1) if Borrower shall fail to pay to Lender when due any amounts owing to Lender under any Obligation, and such non-payment continues for five (5) days after notice from Lender, or if there shall occur a Default or breach by Borrower or any Affiliate of Borrower of any of the terms, covenants, conditions or provisions of this Agreement, any Loan Document Agreement or any other agreement by or among between Borrower or any of its Affiliates and Lender and such failure continues for ten (10) days after notice from Lender, or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed moneymone and such failure continues for five (5) days after notice to Borrower of such failure; (2) if any guarantor, endorser or other person liable on the Obligations or who has pledged, granted, issued pledged or arranged granted collateral security or the LC for the Obligations (a “Pledgor”)Obligations, shall die, terminate or attempt to terminate its obligations; guaranty or if any such person pledge agreement or shall breach any of the terms, covenants, conditions or provisions of any guarantee, endorsement or other agreement of such person with, or in favor of, Lender or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurancevalueless; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is false or misleading in any material respect at the time it is maderespect; (4) if an Insolvency Proceeding Borrower shall become insolvent, is commenced by Borrower generally unable to pay its debts as they mature, files or any Pledgor has filed against it a petition in bankruptcy, liquidation or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior to the dismissal of such Insolvency Proceeding) reorganization, or if a judgment, levy, attachment or distraint judgment against Borrower remains unpaid, unstayed or undismissed for a period of more than five ten days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand within five (5) days furnish other collateral or make payment on account, satisfactory to Lender; (6) if (x) Borrower shall default under or breach the terms of any present or future lease (each a “"Lease”") of any premises now or hereafter leased by Borrower (“"Leased Premises”") and such default or breach continues for a period of ten (10) days after notice from landlord/lessor or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any Lease, or that any Lease has been terminated; (7) any employee benefit plan of Borrower subject to ERISA is completely or partially terminated or the Pension Benefit Guaranty Corporation commences proceedings for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default or breach of any provision of any Intercreditor Agreement; or (10) or upon any Event of Default as defined or alleged with respect to any indebtedness or obligation evidenced by or referred to in any Increditor Agreement, including but not limited to a certain April 21, 2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 of the Permitted Overadvance has not been paid to Lender immediately thereafter; or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal Date. Upon the occurrence of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as part of the Obligations, in addition to amounts payable under Section 10.1 9.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under Section 3.1 from such date; provided, that in no event shall such rate exceed the Maximum Rate and (ii) Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or CollateralReceivables, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or CollateralReceivables, to prosecute any action, suit or proceeding with respect to Receivables or CollateralReceivables, to extend the time of payment of any and all Receivables or CollateralReceivables, to make allowances and adjustments with respect thereto, to issue credits in Lender’s 's name or Borrower’s's, to demand payment under the LC (subject to the Subordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s 's account, at public or private sale, at broker’s 's board, for cash, upon credit or otherwise, at Lender’s 's sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the giving of five days’ ten days notice by Lender, sent by ordinary mail, postage prepaidovernight courier, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition of the Receivables or Collateral or any other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by Lender to the payment of the Obligations in such order as Lender may elect, and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower within 5 Business Days after Borrower’s receipt of written notice from Lender that the act or action is required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (10) Business Days after such commencement or appointment.

Lender’s Remedies. 9.18.1. Borrower agrees that all of the loans and advances made by Lender under the terms of this Agreement, together with all Obligations of Borrower as defined herein (unless otherwise provided in any instrument evidencing the same or agreement relating thereto), shall be payable by Borrower at Lender’s 's demand at the office of Lender in New York, New York, upon at least sixty (60) days prior written notice by Lender. In addition, all Obligations shall be, at Lender’s 's option, due and payable without notice or demand upon termination of this Agreement or upon the occurrence of any one or more of the following events of default (“"Default”"): (1) if Borrower shall fail to pay to Lender when due any amounts owing to Lender under any Obligation, or if there shall occur a Default or breach by Borrower or any Affiliate of Borrower of any of the terms, covenants, conditions or provisions of this Agreement, any Loan Document Agreement or any other agreement by or among between Borrower or any of its Affiliates and Lender or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed money; (2) if any guarantor, endorser or other person liable on the Obligations or who has pledged, granted, issued pledged or arranged granted collateral security or the LC for the Obligations (a “Pledgor”)Obligations, shall die, terminate or attempt to terminate its obligations; guaranty or if any such person pledge agreement or shall breach any of the terms, covenants, conditions or provisions of any guarantee, endorsement or other agreement of such person with, or in favor of, Lender or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurancevalueless; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is or becomes false or misleading in any material respect at the time it is maderespect; (4) if an Insolvency Proceeding Borrower shall become insolvent, is commenced by Borrower generally unable to pay its debts as they mature, files or any Pledgor has filed against it a petition in bankruptcy, liquidation or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior to the dismissal of such Insolvency Proceeding) reorganization, or if a judgment, levy, attachment or distraint judgment against Borrower remains unpaid, unstayed or undismissed for a period of more than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (6) if (x) Borrower shall default under or breach the terms of any present or future lease (each a “"Lease”") of any premises now or hereafter leased by Borrower (“"Leased Premises”") or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any Lease, or that any Lease has been terminatedterminated other than upon the agreement of Borower and lessor; (7) any employee benefit plan of Borrower subject to ERISA is completely or partially terminated or the Pension Benefit Guaranty Corporation commences proceedings for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default or breach of any provision of any Intercreditor Agreement; or (10) or upon any Event of Default as defined or alleged with respect to any indebtedness or obligation evidenced by or referred to in any Increditor Agreement, including but not limited to a certain April 21, 2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 of the Permitted Overadvance has not been paid to Lender immediately thereafter; or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal Date. Upon the occurrence and during the continuance of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as part of the Obligations, in addition to amounts payable under Section 10.1 9.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under Section 3.1 from such date; provided, that in no event shall such rate exceed the Maximum Rate and (ii) Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or CollateralReceivables, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or CollateralReceivables, to prosecute any action, suit or proceeding with respect to Receivables or CollateralReceivables, to extend the time of payment of any and all Receivables or CollateralReceivables, to make allowances and adjustments with respect thereto, to issue credits in Lender’s 's name or Borrower’s's, to demand payment under the LC (subject to the Subordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s 's account, at public or private sale, at broker’s 's board, for cash, upon credit or otherwise, at Lender’s 's sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the giving of five days’ Business Days' notice by Lender, sent by ordinary mail, postage prepaid, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition of the Receivables or Collateral or any other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by Lender to the payment of the Obligations in such order as Lender may elect, and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower within 5 Business Days after Borrower’s receipt of written notice from Lender that the act or action is required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (10) Business Days after such commencement or appointment.