Reaffirmation and Confirmation. Each Company hereby ratifies, affirms, acknowledges and agrees that the Loan Agreement and the other Loan Documents represent the valid, enforceable and collectible obligations of such Company, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Loan Agreement or any other Loan Document. Each Company hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Company in all respects.

Consent and Reaffirmation. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned Loan Parties consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement, the Security Agreement and any other Loan Document executed by it and acknowledges and agrees that the Credit Agreement, the Security Agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

THIS REAFFIRMATION OF GUARANTY IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH APPLY TO THIS REAFFIRMATION OF GUARANTY).

“Reaffirmation Agreement” means a Reaffirmation Agreement substantially in the form of [Exhibit H] hereto.

each Guarantor shall execute and deliver a reaffirmation, in form and substance satisfactory to ​, of such Guarantor’s obligations under each of the Loan Documents executed and delivered by such Guarantor;

Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent.

a counterpart of the Reaffirmation Agreement and Master Amendment dated the Closing Date, duly executed by each Loan Party (the “Reaffirmation Agreement”);

Obligations. During the Employment Term, Executive will perform her duties faithfully and to the best of her ability and will devote her full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of a co-CEO, subject to the terms of [Section 8], below.

Obligations. Without limiting the generality of 2(a), the Company covenants and agrees that, during the Interim Period, except: # with the prior written consent of TerrAscend; # as expressly required or permitted by this Agreement; or # as required by applicable Law, the Company shall, and shall cause its Subsidiaries to, directly or indirectly:

Reaffirmation of Security Interests. Each Loan Party # affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and # agrees that this Amendment does not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.