Representations and Warranties. To induce Agent and the Lenders to enter into this Sixth Amendment, each Borrower represents and warrants to Agent and the Lenders that:

Warranties and Representations. The warranties and representations of the Borrowers contained in Section 3 of this Sixth Amendment shall each be true and correct; and

Representations and Warranties. GPM hereby represents and warrants that no Event of Default (as defined in the Agreement) has occurred and is continuing, or would exist with notice or the lapse of time or both, and that all representations and warranties herein and in the other [[M&T:Organization]] Loan Documents are true and correct in all material respects.

Representations and Warranties. Consultant represents and warrants that: # Consultant has the full right and authority to enter into this Agreement and perform his obligations hereunder; # Consultant has the right and unrestricted ability to assign the Work Product to Client as set forth in Sections 4 and 5 (including without limitation the right to assign any Work Product created by Consultant’s employees or contractors); # the Work Product has not heretofore been published in its entirety; and # the Work Product will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law. Consultant agrees to indemnify and hold Client harmless from and against any and all damages, costs, claims, expenses, fines, penalties, interest or other liability (including reasonable attorneys’ fees) arising from or relating to the breach or alleged breach by Consultant of the representations and warranties set forth in this Section 6.

The Company represents and warrants to TerrAscend as follows and acknowledges that TerrAscend is relying on such representations and warranties in entering into this Agreement:

Representations and Warranties. The representations and warranties made by each of the Parties herein shall be true and correct in all material respects as of the date hereof and as of the Closing with the same effect as if the representations and warranties were made as of the date hereof and as of the Closing.

Representations and Warranties. The Borrower represents and warrants that the proceeds of the Term Loan have been and shall be used by the Borrower and its Subsidiaries in accordance with Paragraph 1(g) above. The Borrower hereby further agrees that the representations and warranties contained in [Article V] of the Incorporated Agreement (the “Incorporated Representations”) as such representation or warranty is in effect on the Closing Date are hereby incorporated by reference and shall be as binding on the Borrower as if fully set forth herein. Notwithstanding the above, with respect to the Incorporated Representations, # the representations and warranties contained in [Section 5.05] of the Incorporated Agreement shall be deemed to refer to the most recent statements furnished pursuant to [Section 6.01(a)] of the Incorporated Agreement, # the references to the “Closing Date” in [Sections 5.05(b), 5.13]3] and # and 5.15 of the Incorporated Agreement shall be deemed to refer to the Closing Date hereof, and # the reference to “Form 10-K for the year ended December 31, 2016 in [Section 5.13] shall be deemed to refer to the Form 10-K for the year ended December 31, 2018.

Executive represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement and that Executive’s execution and performance of this Agreement will not violate or breach any other agreements between the Executive and any other person or entity.

Representations and Warranties. Each representation and warranty contained in the Loan Documents is hereby reaffirmed as of the date hereof. The Borrowers hereby represent, warrant and certify to Lenders that no Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under any of the Loan Documents or the Loan, and that Borrowers have no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents.

Representations and Warranties. Each Borrower hereby represents and warrants to the Administrative Agent that the execution, delivery and performance by such Borrower of this Amendment is within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene, or constitute a default under, any provision of applicable law or regulation or of such Borrower’s certificate of incorporation or by-laws or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Borrower.