Common use of Conditions Precedent to Amendments Clause in Contracts

Conditions Precedent to Amendments. The amendments to the 2018 Credit Agreement reflected in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent in section 9.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility D; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Agent and the Lenders; (i) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to this Agreement, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and the Agent; and (l) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein.

Conditions Precedent to Amendments. The amendments to the 2018 Existing Credit Agreement reflected in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent in section Section 9.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to ; and without limiting the followinggenerality of the foregoing the Lenders shall have received and be satisfied with: (i) the Yearan internally-end Financial Statements in respect prepared balance sheet of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal QuarterBorrower; (ii) financial projections in respect of the Borrower on a consolidated basis for the current Fiscal Years ending June 30, 2019, June 30, 2020 Year and June 30, 2021the immediately following three (3) Fiscal Years; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month; (v) the terms Borrower’s proposed financial, operating and conditions quality management systems, including evidence that such systems will satisfy all applicable requirements of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities)Governmental Authorities; (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including ; (viii) certified true copies of all licenses each Company’s licences issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities Authorities, together with all amendments thereto and copies of all material correspondence received from Governmental Authorities relating thereto, including any communication on with regard to non-compliance items; (ix) evidence that the Companies maintain insurance as required herein, together with a satisfactory report of an insurance consultant retained by the Agent (at the expense of the Borrower) with respect to the terms and conditions of all insurance policies; (x) evidence of property insurance, liability insurance and workers’ compensation insurance in respect of the Properties each in an amount satisfactory to the Required Lenders acting reasonably, together with a satisfactory report regarding such insurance from an insurance consultant satisfactory to the Required Lenders; (xi) satisfactory evidence that there are no arrears of property tax with respect to any Property; (xii) a completed environmental questionnaire in respect of the D2 Property in the Agent’s standard form containing information which is not inconsistent with the representations and warranties herein with respect to environmental matters; (xiii) a report relating to the Projects: (A) confirming the costs incurred in connection with the Projects up to the Amendment Closing Date; (B) projecting the costs to be incurred after the Amendment Closing Date in connection with the Projects; and (C) setting out a construction budget for the Projects; (xiv) the D2 Property Appraisal, together with a transmittal letter which permits the Agent and the Lenders to rely thereon; (c) the Shareholders shall have invested not less than thirteen million Canadian Dollars (CDN$13,000,000) in the Borrower in the form of Subordinated Debt; (d) the Shareholders (or any one of them) shall have invested not less than sixteen million Canadian Dollars (CDN$16,000,000) in the Borrower in the form of equity; (e) the Agent and the Lenders shall have conducted and be satisfied with a site visit of each Property, if desired; (f) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (dg) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility DLenders; (eh) the Companies shall have no Funded Debt except Permitted Funded Debt; (i) the Agent shall have received satisfactory evidence that there are no Liens affecting any of the Companies or their assets except Permitted Liens; and the Agent shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and if requested by the Agent, confirmation from the holders thereof that the terms thereof are being complied with; (j) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (fk) the Agent shall have received an officer's ’s certificate and certified copies of resolutions of the board of directors of the Borrower each Company concerning the due authorization, execution and delivery of this Agreement the Loan Documents to which it is a party, and such related matters as the Agent and the Lenders may reasonably require; (gl) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (hm) the Agent and the Lenders shall have received an opinion opinions from the solicitors for the Borrower each Company regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement the Loan Documents provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Agent and the Lenders; (in) the Borrower shall have confirmed in writing that the Companies do not own assets or carry on business in any jurisdiction other than Canada; (o) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (kp) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to this Agreementthe establishment and continuation of the Facilities, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and the Agent; and (lq) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein.

Conditions Precedent to Amendments. The amendments to the 2018 2019 Credit Agreement reflected in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent in section 9.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility DDate; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Agent and the Lenders; (i) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s 's legal expenses) relating to this Agreement, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and the Agent; and (l) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein.

Conditions Precedent to Amendments. The amendments to the 2018 2016 Credit Agreement reflected in this Agreement shall not become effective unless and until on the date (the “Amendment Closing Date”) on which all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent present in section 9.02 Section 11.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adverselyagainst the applicable Company or Companies, could constitute a Material Adverse Change; (dc) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation ; (d) the Companies shall be provided not later than sixty have no other Funded Debt (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility Dexcept Funded Debt which will constitute Permitted Funded Debt hereunder); (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement the Agent and the transactions contemplated therein Lenders shall have been given unconditionally and without containing received satisfactory evidence that there are no Liens affecting any onerous termsof the Companies, except for Permitted Liens; (f) if requested by the Agent, the Agent and the Lenders shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and confirmation from the holders thereof that the terms thereof are being complied with; (g) the property and assets of the Secured Companies shall be insured in accordance with the requirements of this Agreement; (h) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower each Secured Company concerning the due authorization, execution and delivery of this Agreement the Loan Documents to which it is a party, and such related matters as the Agent and the Lenders may reasonably require; (gi) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (hj) the Agent and the Lenders shall have received an opinion opinions from the solicitors for the Borrower each Secured Company regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement the Loan Documents provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to ; (k) the Agent and the LendersLenders shall have received a Compliance Certificate which evidences compliance with all financial covenants in Section 9.03 as at September 30, 2016; (il) the Companies shall have satisfied all requirements of the Agent and the Lenders each Lender under AML Legislation; (jm) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower Borrowers shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s reasonable third party legal expenses) relating to this Agreementthe amendments contained herein, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower Borrowers and the Agent; and (ln) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein.

Conditions Precedent to Amendments. The amendments to the 2018 Credit Agreement reflected in this Agreement contemplated by Section 2.1 (the “Amendments”) shall not become effective unless and until the following conditions have been satisfied, Administrative Agent confirms in each case writing to the satisfaction Borrower and the Lenders party hereto, constituting the Majority Lenders, (an “Effective Notice”) that it has received (and/or the Lenders party hereto, constituting the Majority Lenders, have waived receipt of) the following: 4.1.1 a duly executed original (or facsimile or pdf copy) of this first amending agreement signed by the Borrower, the Administrative Agent and the Lenders in their sole discretion: (a) all conditions precedent in section 9.02 shall have been satisfiedparty hereto, constituting the Majority Lenders; 4.1.2 a duly executed original (bor facsimile or pdf copy) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect confirmation of the Material Leased Properties, which shall permit reasonable alternative uses Subsidiary Guaranty in the form of Exhibit A hereto signed by each Guarantor (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities“Confirmation”); (vi) the terms and conditions 4.1.3 a certificate of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more an officer of the Companies thatBorrower, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Administrative Agent attaching (a) a true, complete and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect correct copy of the Aurora Sun Property shall be provided prior to the first Advance under Facility D; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower, which has been duly and validly passed, authorizing the Borrower concerning to enter into, execute, deliver and perform its obligations under, this first amending agreement and (b) a true, complete and correct copy of the due authorizationarticles of amendment of the Borrower dated August 10, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require2012; (g) the Agent 4.1.4 no Default or Event of Default shall have received a certificate of status, certificate of compliance occurred and be continuing or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion will result from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory giving effect to the Agent Amendments before and after giving effect to the Lenders;Amendments; and (i) the Companies shall have satisfied all requirements 4.1.5 payment in full of the Amendment Fees. The date the Administrative Agent and provides the Lenders under AML Legislation; (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower shall have paid Effective Notice to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to this Agreement, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and the Agent; and Lenders party hereto, constituting the Majority Lenders, is referred to in this first amending agreement as the “Effective Date”. Upon the Effective Date occurring, (la) the Agent Amendments contemplated by Section 2.1 shall take effect as of and from the date hereof. The Credit Agreement as amended by the Amendments shall constitute one agreement, and the Lenders shall have received such additional evidence, documents or undertakings Credit Agreement as they may require to complete so amended is hereby ratified and confirmed by the transactions contemplated hereby in accordance with the terms and conditions contained hereinparties hereto.

Conditions Precedent to Amendments. The amendments to the 2018 Existing Credit Agreement reflected in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent in section Section 9.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to ; and without limiting the followinggenerality of the foregoing the Lenders shall have received and be satisfied with: (i) the Yearan internally-end Financial Statements in respect prepared balance sheet of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal QuarterBorrower; (ii) financial projections in respect of the Borrower on a consolidated basis for the current Fiscal Years ending June 30, 2019, June 30, 2020 Year and June 30, 2021the immediately following three (3) Fiscal Years; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month; (v) the terms Borrower’s proposed financial, operating and conditions quality management systems, including evidence that such systems will satisfy all applicable requirements of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities);Governmental Authorities; DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including ; (viii) certified true copies of all licenses each Company’s licences issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities Authorities, together with all amendments thereto and copies of all material correspondence received from Governmental Authorities relating thereto, including any communication on with regard to non-compliance items; (ix) evidence that the Companies maintain insurance as required herein, together with a satisfactory report of an insurance consultant retained by the Agent (at the expense of the Borrower) with respect to the terms and conditions of all insurance policies; (x) evidence of property insurance, liability insurance and workers’ compensation insurance in respect of the Properties each in an amount satisfactory to the Required Lenders acting reasonably, together with a satisfactory report regarding such insurance from an insurance consultant satisfactory to the Required Lenders; (xi) satisfactory evidence that there are no arrears of property tax with respect to any Property; (c) the Shareholders shall have invested not less than thirteen million Canadian Dollars (CDN$13,000,000) in the Borrower in the form of Subordinated Debt; (d) the Shareholders (or any one of them) shall have invested not less than sixteen million Canadian Dollars (CDN$16,000,000) in the Borrower in the form of equity; (e) the Agent and the Lenders shall have conducted and be satisfied with a site visit of each Property, if desired; (f) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (dg) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility DLenders; (eh) the Companies shall have no Funded Debt except Permitted Funded Debt; (i) the Agent shall have received satisfactory evidence that there are no Liens affecting any of the Companies or their assets except Permitted Liens; and the Agent shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and if requested by the Agent, confirmation from the holders thereof that the terms thereof are being complied with; (j) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (fk) the Agent shall have received an officer's ’s certificate and certified copies of resolutions of the board of directors of the Borrower each Company concerning the due authorization, execution and delivery of this Agreement the Loan Documents to which it is a party, and such related matters as the Agent and the Lenders may reasonably require;; DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 (gl) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (hm) the Agent and the Lenders shall have received an opinion opinions from the solicitors for the Borrower each Company regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement the Loan Documents provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Agent and the Lenders; (in) the Borrower shall have confirmed in writing that the Companies do not own assets or carry on business in any jurisdiction other than Canada; (o) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (kp) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to this Agreementthe establishment and continuation of the Facilities, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and the Agent; and (lq) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein.

Conditions Precedent to Amendments. The effectiveness of the amendments to the 2018 Credit Agreement reflected set forth in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case Section 1 above is subject to the satisfaction of the Agent and the Lenders in their sole discretionfollowing conditions precedent: (a) all conditions precedent in section 9.02 the Administrative Agent and the Arranger shall have been satisfiedreceived counterparts of this Amendment, duly executed by the Borrowers, the Administrative Agent, the Subsidiary Guarantors and the Requisite Lenders; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect newly certified Organizational Documents of each Borrower (or a certificate, dated as of the Companiesdate hereof, specifically including due diligence with respect of an Officer of each Borrower, certifying that there have been no changes to the following: (i) Organizational Documents of such Borrower since the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activitiesClosing Date); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending a current certificate of existence/good standing (or threatened in writing against one or more of the Companies thatan equivalent document, if decided adverselyapplicable) of each Borrower issued by the jurisdiction in which such entity is organized, could constitute each dated a Material Adverse Changerecent date prior to the date hereof; (d) all Security required to be provided prior to the Amendment Closing Date shall have been extent that, as applicable, the Officers of each Borrower that executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent Credit Agreement and the Lenders in their sole discretion; provided however Officers of each Subsidiary Guarantor that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after executed the Amendment Closing Date and such Security in respect Subsidiary Guaranty differ from the Officers of the Aurora Sun Property shall be provided prior to the first Advance under Facility Drespective Loan Parties executing this Amendment, incumbency certificates of such Officers executing this Amendment; (e) any necessary governmentalresolutions from the applicable Governing Body of each Loan Party authorizing the execution, regulatory delivery and third party approvals necessary in connection with performance of this Amendment and approving the amendments to the Credit Agreement set forth herein (including, without limitation, the increase of the Incremental Amount and the transactions contemplated therein shall have been given unconditionally and without containing any onerous termsresulting maximum principal amount available under the Credit Agreement); (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, of counsel as to the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent Amendment and the Lenders may reasonably requireCredit Agreement (as amended hereby), in form and substance satisfactory to the Administrative Agent and the LendersArranger; (ig) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all reasonable fees and expenses of the Administrative Agent (including the Agent’s legal expenses) relating to this Agreement, specifically including all underwriting fees, arrangement reasonable fees and similar expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) in connection with this Amendment shall have been paid in full (without prejudice to final settling of accounts for such fees in respect of this Agreement as agreed in writing between the Borrower and the Agentexpenses); and (lh) all reasonable fees and expenses of the Agent Arranger (including the reasonable fees and expenses of counsel to the Lenders Arranger to the extent invoiced prior to the date hereof) in connection with this Amendment shall have received been paid in full (without prejudice to final settling of accounts for such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms fees and conditions contained hereinexpenses).

Conditions Precedent to Amendments. The amendments to the 2018 Existing Credit Agreement reflected in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent in section Section 9.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to ; and without limiting the followinggenerality of the foregoing the Lenders shall have received and be satisfied with: (i) the Yearan internally-end Financial Statements in respect prepared balance sheet of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal QuarterBorrower; (ii) financial projections in respect of the Borrower on a consolidated basis for the current Fiscal Years ending June 30, 2019, June 30, 2020 Year and June 30, 2021the immediately following three (3) Fiscal Years; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month; (v) the terms Borrower’s proposed financial, operating and conditions quality management systems, including evidence that such systems will satisfy all applicable requirements of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities)Governmental Authorities; (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including ; (viii) certified true copies of all licenses each Company’s licences issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities Authorities, together with all amendments thereto and copies of all material correspondence received from Governmental Authorities relating thereto, including any communication on with regard to non-compliance items; (ix) the Shareholders’ Agreement; (x) evidence that the Companies maintain insurance as required herein, together with a satisfactory report of an insurance consultant retained by the Agent (at the expense of the Borrower) with respect to the terms and conditions of all insurance policies; (xi) evidence of property insurance, liability insurance and workers’ compensation insurance in respect of the Properties each in an amount satisfactory to the Required Lenders acting reasonably, together with a satisfactory report regarding such insurance from an insurance consultant satisfactory to the Required Lenders; (xii) satisfactory evidence that there are no arrears of property tax with respect to any Property; (xiii) a completed environmental questionnaire in respect of the D2 Property in the Agent’s standard form containing information which is not inconsistent with the representations and warranties herein with respect to environmental matters; (xiv) a report relating to the Projects: (A) confirming the costs incurred in connection with the Projects up to the Amendment Closing Date; (B) projecting the costs to be incurred after the Amendment Closing Date in connection with the Projects; and (C) setting out a construction budget for the Projects; (xv) the D2 Property Appraisal, together with a transmittal letter which permits the Agent and the Lenders to rely thereon; (c) the Shareholders shall have invested not less than thirteen million Canadian Dollars (CDN$13,000,000) in the Borrower in the form of Subordinated Debt; (d) the Shareholders (or any one of them) shall have invested not less than sixteen million Canadian Dollars (CDN$16,000,000) in the Borrower in the form of equity; (e) the Agent and the Lenders shall have conducted and be satisfied with a site visit of each Property, if desired; (f) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (dg) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility DLenders; (eh) the Companies shall have no Funded Debt except Permitted Funded Debt; (i) the Agent shall have received satisfactory evidence that there are no Liens affecting any of the Companies or their assets except Permitted Liens; and the Agent shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and if requested by the Agent, confirmation from the holders thereof that the terms thereof are being complied with; (j) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (fk) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower each Company concerning the due authorization, execution and delivery of this Agreement the Loan Documents to which it is a party, and such related matters as the Agent and the Lenders may reasonably require; (gl) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (hm) the Agent and the Lenders shall have received an opinion opinions from the solicitors for the Borrower each Company regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement the Loan Documents provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Agent and the Lenders; (in) the Borrower shall have confirmed in writing that the Companies do not own assets or carry on business in any jurisdiction other than Canada; (o) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (jp) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all received evidence satisfactory to it of the Owned Properties and settlement of the Material Leased PropertiesShareholder Dispute in accordance with the Settlement Agreement, if desiredincluding: (i) evidence of delivery of all deliverables under the Settlement Agreement; (kii) a certified true copy of a mutual final release with respect to all claims and disputes forming part of the Shareholder Dispute; and (iii) delivery by Emerald Canada of the Emerald Note to the Borrower and the effective grant of a security interest by the Borrower in favour of the Agent in respect of the Emerald Note; (q) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to this Agreementthe establishment and continuation of the Facilities, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and the Agent; and (lr) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein.

Conditions Precedent to Amendments. The amendments effectiveness of the amendment contained in Section 1 of this Amendment is subject to the 2018 Credit Agreement reflected in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent in section 9.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility D; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably requiresatisfaction, in form and substance satisfactory to the Agent Administrative Agent, of each of the following conditions precedent (the date that each of the conditions in this Section 3 is satisfied or waived, the “Effective Date”): 3.1 Each of the parties hereto shall have executed and the Lendersdelivered this Amendment; 3.2 The Administrative Agent shall have received: (a) a certificate of Secretary or Assistant Secretary of the General Partner in substantially the form of Exhibit 3.1(b)(iv) to the Term Loan Agreement, attaching and certifying copies of (i) the Companies bylaws, the partnership agreement, or comparable organizational documents and authorizations of the Borrower and the General Partner and (ii) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment, (b) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of the Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower and the General Partner, and copies of online verification statements of good standing or existence for each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation (c) a certified signed by a Responsible Officer, certifying the name, title and true signature of each officer of the General Partner executing this Amendment on behalf of the Borrower, (d) a certificate substantially in the form of Exhibhit 3.1(b)(viii) to the Term Loan Agreement, dated the Effective Date and signed by a Responsible Officer, certifying that (i) all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any of the transactions contemplated thereby have been obtained, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have satisfied expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing, (ii) no Default or Event of Default exists, (iii) no default or event of default exists in respect of any Material Indebtedness, (iv) all requirements representations and warranties of the Agent Borrower set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and (v) since December 31, 2016, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, and (e) a certificate, dated the Lenders under AML LegislationEffective Date and signed by the principal financial officer and controller of the General Partner, confirming that the Borrower is Solvent before and after giving effect to the transactions contemplated to occur on the Effective Date; (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the 3.3 The Borrower shall have paid to the Agent, or made arrangements satisfactory to the Administrative Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to this Agreement, specifically including all underwriting fees, arrangement fees and similar any extension fees in respect of this Agreement as the amounts and at the times previously agreed upon in writing between by the Borrower and the Administrative Agent; and (l) 3.4 No Default or Event of Default shall exist and be continuing as of the Agent and date hereof or as of the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained hereinEffective Date.

Conditions Precedent to Amendments. The amendments to the 2018 2014 Credit Agreement reflected in this Agreement shall not become effective unless and until on the date (the “Amendment Closing Date”) on which all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent in section 9.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to the followingto: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year Years ended September 30, 2014 and the Interim Financial Statements in respect of the most recent Fiscal QuarterSeptember 30, 2015; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June September 30, 20192016, June September 30, 2020 2017 and June September 30, 20212018, taking into account the UCB Purchase Transaction and the increase in the Facilities contemplated herein; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarterinsurance policies; (iv) a Borrowing Base Certificate in respect the terms and conditions of the most recently completed monthMaterial Purchase Agreements (except the [REDACTED: REFERENCE TO POSSIBLE FUTURE PRODUCT ACQUISITION TRANSACTION]) and all other Material Agreements (true, correct and complete copies of which shall have been provided to the Agent and the Lenders); (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities)Permits; (vi) the terms and conditions status of all other Material Agreementsany litigation which may affect the Companies; (vii) the corporate and capital structure of the Companies; (viii) key management of the Companies; and (ix) business, environmental, regulatory, tax and legal matters; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Borrower and the UCB Purchase Transaction, specifically including the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities the UCB Agreements (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto both as to legal and all material correspondence received from Governmental Authorities including communication on non-compliance itemsbusiness matters); (c) no litigation is pending or threatened in writing against one or more the Agent shall have received a certificate from an officer of the Companies thatBorrower confirming that (i) upon acknowledgement by UCB that it has received (on a Business Day) the purchase price payable under the UCB Purchase Agreement, if decided adverselyall transactions contemplated by the UCB Agreements (other than transactions expressly provided therein to occur at a future time) will be completed, (ii) the Borrower is not aware of any information inconsistent in any material respect with any of the representations or warranties provided by UCB to the Borrower in the UCB Purchase Agreement or which could constitute reasonably be expected to be material to a Material Adverse Changepurchaser of the Business Assets (as defined therein) other than any information disclosed in the UCB Purchase Agreement (including any annexes and schedules thereto); (iii) the Borrower has not waived any material conditions precedent contained in the UCB Purchase Agreement for its benefit, (iv) all documents required to complete such transactions have been executed and delivered in escrow and shall be automatically released from escrow upon receipt by UCB of the said purchase price, and (v) all approvals from Governmental Authorities or third parties which are necessary in connection therewith (excluding for greater certainty, any such approvals that are not required prior to completion of the UCB Purchase Transaction pursuant to the UCB Agreements) have been given unconditionally and without containing any onerous terms except as provided in section 7.05 herein; (d) all the Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, delivered and all registrations necessary or desirable in connection therewith shall have been mademade (except to the extent described in section 8.03), and all legal opinions and any other documentation required by the Agent and the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however ; (e) the Agent and the Lenders shall have received satisfactory evidence that such no Liens other than Permitted Liens have been registered (i) against each Company which is required to provide additional Security on the Amendment Closing Date in its governing jurisdiction or against its assets in any jurisdiction in which Security in respect of Whistler Medical Marijuana Corporation such Company has been registered; or (ii) in the European Union Intellectual Property Office, and also in public registries in the UCB Key Countries which are not members of the European Union, in respect of any property (including Intellectual Property) to be acquired by such Companies pursuant to the UCB Agreements; (f) to the extent requested by the Agent, the Agent and the Lenders shall be provided have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and confirmation from the holders thereof that the terms thereof are being complied with; (g) the Agent shall have received satisfactory evidence that the property and assets of the Companies are insured in accordance with the requirements herein; (h) the Agent shall have received satisfactory evidence that the Borrower has available cash (for greater certainty, excluding the proceeds from any Advances hereunder) in an amount not later less than sixty Forty-One Million Dollars (60$41,000,000); (i) days after the Agent and the Lenders shall have received a pro forma Compliance Certificate which evidences the Borrower’s compliance with the financial ratios and covenants set out in section 7.03 herein as at the Amendment Closing Date Date, determined as if the UCB Purchase Transaction had been completed (and such Security for greater certainty, reflecting the adjustments in the definition of EBITDA herein); provided that in respect of the Aurora Sun Property period following September 30, 2015 such Compliance Certificate shall be provided prior based on the projections previously delivered by the Borrower to the first Advance under Facility DLenders; (ej) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein herein shall have been given unconditionally and without containing any onerous terms; (fk) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each of the Borrower, Merus Luxco, Merus Luxco II and Merus Netherlands, issued by its governing jurisdiction; (l) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower and each other Company which is required to provide additional Security on the Amendment Closing Date concerning the due authorization, execution and delivery of this Agreement the Loan Documents to which it is a party, and such related matters as the Agent and the Lenders may reasonably require; (gm) for each Luxembourg Guarantor, the Agent shall have received (i) an electronic certified excerpt of the Luxembourg Companies Register dated no more than one Business Days prior to the date of this Agreement (ii) a solvency certificate dated as of the date of this Agreement (signed by a director or an authorized signatory) that it is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its director or, as far as it is aware, by any other Person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings and (iii) an electronic certified copy of a certificate of statusnon-registration of judgments (certificat de non-inscription d’une décision judiciaire), certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction the Luxembourg Companies Register on the date of this Agreement and each reflecting the situation no more than one Business Day prior to the date of this Agreement, certifying that, as of the date of the day immediately preceding such certificate, the Luxembourg Guarantor has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion controlee), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other jurisdiction in proceedings listed at Article 13, items 2 to 11, 13 and Article 14 of the Luxembourg Act dated 19 December 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time), (and which it carries include foreign court decisions as to faillite, concordat or analogous procedures according to Council Regulation (EC) n°1346/2000 of 29 May 2000 on business or holds any material assetsinsolvency proceedings); (hn) the Agent and the Lenders shall have received an opinion from the solicitors for each of the Borrower and each other Company which is required to provide additional Security on the Amendment Closing Date regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement the Loan Documents (other than the Loan Documents governed by Luxembourg law in which case such opinion on enforceability of such Loan Documents will be provided by Agent’s counsel) provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Agent and the LendersLenders in their sole discretion; (i) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (ko) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to this Agreementthe establishment of the Facilities, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and the Agent; (p) the Borrower shall have satisfied all requirements of each Lender under AML Legislation; and (lq) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they it may reasonably require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein.

Conditions Precedent to Amendments. The amendments to the 2018 2019 Credit Agreement reflected in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent in section Section 9.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to ; and without limiting the followinggenerality of the foregoing the Lenders shall have received and be satisfied with: (i) the Yearan internally-end Financial Statements in respect prepared balance sheet of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal QuarterBorrower; (ii) financial projections in respect of the Borrower on a consolidated basis for the current Fiscal Years ending June 30, 2019, June 30, 2020 Year and June 30, 2021the immediately following three (3) Fiscal Years; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month; (v) the terms Borrower’s proposed financial, operating and conditions quality management systems, including evidence that such systems will satisfy all applicable requirements of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities)Governmental Authorities; (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including ; (viii) certified true copies of all licenses each Company’s licences issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities Authorities, together with all amendments thereto and copies of all material correspondence received from Governmental Authorities relating thereto, including any communication on with regard to non-compliance items; (ix) the Shareholders’ Agreement; (x) evidence that the Companies maintain insurance as required herein, together with a satisfactory report of an insurance consultant retained by the Agent (at the expense of the Borrower) with respect to the terms and conditions of all insurance policies; (xi) evidence of property insurance, liability insurance and workers’ compensation insurance in respect of the Properties each in an amount satisfactory to the Required Lenders acting reasonably, together with a satisfactory report regarding such insurance from an insurance consultant satisfactory to the Required Lenders; (xii) satisfactory evidence that there are no arrears of property tax with respect to any Property; (xiii) a completed environmental questionnaire in respect of the D2 Property in the Agent’s standard form containing information which is not inconsistent with the representations and warranties herein with respect to environmental matters; (xiv) a report relating to the Projects: (A) confirming the costs incurred in connection with the Projects up to the Amendment Closing Date; (B) projecting the costs to be incurred after the Amendment Closing Date in connection with the Projects; and (C) setting out a construction budget for the Projects; (xv) the D2 Property Appraisal, together with a transmittal letter which permits the Agent and the Lenders to rely thereon; (c) the Shareholders shall have invested not less than thirteen million Canadian Dollars (CDN$13,000,000) in the Borrower in the form of Subordinated Debt; (d) the Shareholders (or any one of them) shall have invested not less than sixteen million Canadian Dollars (CDN$16,000,000) in the Borrower in the form of equity; (e) the Agent and the Lenders shall have conducted and be satisfied with a site visit of each Property, if desired; (f) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (dg) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility DLenders; (eh) the Companies shall have no Funded Debt except Permitted Funded Debt; (i) the Agent shall have received satisfactory evidence that there are no Liens affecting any of the Companies or their assets except Permitted Liens; and the Agent shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and if requested by the Agent, confirmation from the holders thereof that the terms thereof are being complied with; (j) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (fk) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower each Company concerning the due authorization, execution and delivery of this Agreement the Loan Documents to which it is a party, and such related matters as the Agent and the Lenders may reasonably require; (gl) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (hm) the Agent and the Lenders shall have received an opinion opinions from the solicitors for the Borrower each Company regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement the Loan Documents provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Agent and the Lenders; (in) the Borrower shall have confirmed in writing that the Companies do not own assets or carry on business in any jurisdiction other than Canada; (o) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (jp) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all received evidence satisfactory to it of the Owned Properties and settlement of the Material Leased PropertiesShareholder Dispute in accordance with the Settlement Agreement, if desiredincluding: (i) evidence of delivery of all deliverables under the Settlement Agreement; (kii) a certified true copy of a mutual final release with respect to all claims and disputes forming part of the Shareholder Dispute; and (iii) delivery by Emerald Canada of the Emerald Note to the Borrower and the effective grant of a security interest by the Borrower in favour of the Agent in respect of the Emerald Note; (q) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to this Agreementthe establishment and continuation of the Facilities, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and the Agent; and (lr) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein.

Conditions Precedent to Amendments. The amendments to the 2018 Credit Agreement reflected contained in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case Section 2.1 hereof are subject to the satisfaction of the Agent and following conditions precedent (the Lenders in their sole discretion:date such conditions are so satisfied herein called the “Effective Date”): (a) the “Closing”, as defined in that certain Purchase Agreement by and among Denbury, Encore Partners GP Holdings LLC, Encore Partners LP Holdings LLC, and Encore Operating, L.P. as Selling Parties, Vanguard Natural Gas, LLC, as Buyer, and Vanguard, dated as of November 16, 2010 (the “Purchase Agreement”) has occurred in accordance in all conditions precedent in section 9.02 shall have been satisfied;material respects with the terms of the Purchase Agreement and applicable law. (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect The Administrative Agent’s receipt of a certificate signed by a Responsible Officer of the Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility D; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably requireBorrower, in form and substance satisfactory to the Agent and the Lenders; Administrative Agent, certifying that (i) the Companies “Closing” (as defined in the Purchase Agreement) has occurred, (ii) each of the Borrower and each other Borrower-Related Party remakes its respective representations and warranties in accordance with Section 4.02(a) of the Original Agreement as of the Effective Date, (iii) no Default shall exist or would result from the Closing (assuming for this purpose that the amendments set forth in Section 2.1 are in effect), and (iv) each of the Original Agreement, as amended by this Amendment, and the other Loan Documents is ratified and confirmed in all respects. (c) Any fees required to be paid by the Credit Parties on or before the Effective Date pursuant to written agreements entered into by the Credit Parties shall have satisfied all requirements of the Agent and the Lenders under AML Legislation;been paid. (jd) Unless waived by the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased PropertiesAdministrative Agent, if desired; (k) the Borrower shall have paid all fees, charges and disbursements of counsel to the Agent, or made arrangements satisfactory Administrative Agent to the Agent for extent invoiced prior to the payment ofEffective Date, all fees and expenses (including the Agent’s legal expenses) relating to this Agreement, specifically including all underwriting plus such additional amounts of such fees, arrangement fees charges and similar fees in respect disbursements as shall constitute its reasonable estimate of this Agreement as agreed in writing such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent; and (l) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein).

Conditions Precedent to Amendments. The amendments to the 2018 Credit Agreement reflected in this Agreement Section 1 hereof shall not become be effective unless and until the following conditions have been satisfied, in each case to the satisfaction as of the Agent and date hereof when the Lenders in their sole discretionBank receives: (a) all conditions precedent in section 9.02 shall have been satisfiedcounterparts of this Amendment duly executed by the Company and the Bank; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect a certificate, dated as of the Companiesdate hereof, specifically including due diligence with respect of the Secretary or Assistant Secretary of the Company certifying that the Certificate of Incorporation of the Company attached to that certain Certification of Certificate of Incorporation of Zenith National Insurance Corp., dated September 30, 2002, heretofore delivered to the following: (i) the Year-end Financial Statements in respect Bank, is a true and complete copy of the most recent Fiscal Year Company's Certificate of Incorporation, that it is in full force and the Interim Financial Statements in respect effect as of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30date hereof, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted that there have been no additional filed or authorized amendments to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance itemsit; (c) no litigation is pending or threatened in writing against one or more a certificate, dated as of the Companies thatdate hereof, if decided adverselyof the Secretary or Assistant Secretary of the Company certifying that the Bylaws of the Company attached to that certain Certification of Bylaws of Zenith National Insurance Corp. dated September 30, could constitute 2002, heretofore delivered to the Bank, is a Material Adverse Changetrue and complete copy of the Company's Bylaws, that they are in full force and effect as of the date hereof, and that there have been no additional amendments to them; (d) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect copies of the Aurora Sun Property shall be provided prior to the first Advance under Facility D; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower concerning Company authorizing the due authorizationtransactions contemplated hereby, execution certified as of the date hereof by the Secretary or an Assistant Secretary of the Company, together with a certificate of the Secretary or Assistant Secretary of the Company certifying the names and delivery true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement Amendment, and such related matters as the Agent and the Lenders may reasonably requireall other Loan Documents to be delivered by it hereunder; (ge) the Agent shall have received a certificate payment of statusall expenses, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Agent and the Lenders; (i) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all including legal fees and expenses (including of counsel to the Agent’s legal expenses) relating Bank, incurred by the Bank in connection with this Amendment, to this Agreement, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and extent invoiced to the AgentCompany on or prior to the date hereof; and (lf) such other agreements, documents, instruments, and items as the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they Bank may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained hereinreasonably request.

Conditions Precedent to Amendments. The amendments to the 2018 Credit Agreement reflected contained in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case Section 2.1 hereof are subject to the satisfaction of the Agent and following conditions precedent (the Lenders in their sole discretion:date such conditions are so satisfied herein called the “Effective Date”): (a) the “Closing”, as defined in that certain Agreement and Plan of Merger by and between EAC and Denbury Resources Inc. dated as of October 31, 2009 (the “Plan of Merger”) has occurred in accordance in all conditions precedent in section 9.02 shall have been satisfied;material respects with the terms of the Plan of Merger and applicable law. (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect The Administrative Agent’s receipt of a certificate signed by a Responsible Officer of the Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility D; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably requireBorrower, in form and substance satisfactory to the Agent and the Lenders; Administrative Agent, certifying that (i) the Companies “Closing” (as defined in the Plan of Merger) has occurred, (ii) each of the Borrower and each other Borrower-Related Party remakes its respective representations and warranties in accordance with Section 4.02(a) of the Original Agreement as of the Effective Date, (iii) no Default shall exist or would result from the Closing (assuming for this purpose that the amendments set forth in Section 2.1 are in effect), and (iv) each of the Original Agreement, as amended by this Amendment, and the other Loan Documents is ratified and confirmed in all respects. (c) Any fees required to be paid by the Credit Parties on or before the Effective Date pursuant to written agreements entered into by the Credit Parties shall have satisfied all requirements of the Agent and the Lenders under AML Legislation;been paid. (jd) Unless waived by the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased PropertiesAdministrative Agent, if desired; (k) the Borrower shall have paid all fees, charges and disbursements of counsel to the Agent, or made arrangements satisfactory Administrative Agent to the Agent for extent invoiced prior to the payment ofEffective Date, all fees and expenses (including the Agent’s legal expenses) relating to this Agreement, specifically including all underwriting plus such additional amounts of such fees, arrangement fees charges and similar fees in respect disbursements as shall constitute its reasonable estimate of this Agreement as agreed in writing such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent; and (l) the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein).

Conditions Precedent to Amendments. 3.1.1 The amendments to the 2018 Credit Agreement reflected set out in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions have been satisfied, in each case to the satisfaction of the Agent and precedent are satisfied or waived by the Lenders in their sole discretion:(the “Effective Date”): (a) all conditions precedent in section 9.02 shall have been satisfiedeach of the signatories hereto has executed and delivered this Agreement; (b) each of the Lenders Obligors shall have completed duly executed and shall be satisfied with their due diligence in respect delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility D; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably requireAmendments, in form and substance satisfactory to the Administrative Agent; (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (d) the Lenders;Borrower shall cause to be delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (i) the Companies shall have satisfied all requirements a Closing Certificate of the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent and that would result in the Lenders Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under AML Legislationa Security Document; (jii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the Agent and the Lenders shall have conducted and be satisfied with site visits of any appropriate governmental body or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to this Agreement, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower and the Agentagency; and (liii) an opinion of legal counsel to the Agent Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement and the Lenders first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments shall have received been properly registered, recorded and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such additional evidence, documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and conditions contained hereinSecurity.

Conditions Precedent to Amendments. The effectiveness of the amendments contained in Section 1 of this Amendment and the consent contained in Section 4.1 of this Amendment is subject to the 2018 Credit Agreement reflected in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) all conditions precedent in section 9.02 shall have been satisfied; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and such Security in respect of the Aurora Sun Property shall be provided prior to the first Advance under Facility D; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably requiresatisfaction, in form and substance satisfactory to the Agent Administrative Agent, of each of the following conditions precedent: 3.1 The Borrowers, the Lenders, and the Lenders; (i) the Companies Administrative Agent shall have satisfied all requirements of each duly executed and delivered to the Administrative Agent and the Lenders under AML Legislation;this Amendment. (j) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower 3.2 The Borrowers shall have paid to the Administrative Agent, or made arrangements satisfactory to the Agent for the payment ofratable benefit of the Administrative Agent or any Lenders to whom such fees are owed, all fees due and expenses (including owing under the Agent’s legal expenses) relating Credit Agreement, this Amendment, or under any applicable fee letter, if any. 3.3 The Borrowers shall have executed and delivered to the Administrative Agent Notes, made in favor of each Lender increasing its Uncommitted Participation Amount pursuant to this AgreementAmendment as a result of the commencement of the Temporary Maximum Availability Time, specifically including all underwriting fees, arrangement fees in the amount of such Lender’s temporary Uncommitted Participation Amount. 3.4 No Default or Event of Default has occurred and similar fees is continuing as of the date hereof or as of the date that each of the other conditions in respect this Section 3 is satisfied. 3.5 Each of the other conditions precedent to an increase in Maximum Availability contained in Section 6.3 of the Credit Agreement shall have been satisfied or waived. The Administrative Agent and the Lenders party hereto hereby confirm that the representations and warranties of the Borrowers contained in Section 2 of this Agreement as agreed Amendment shall satisfy the condition precedent set forth in writing between Section 6.3(d) of the Borrower and the Agent; andCredit Agreement. (l) the 3.6 The Administrative Agent and the Lenders shall have received such additional evidenceapprovals, opinions or documents or undertakings as they each may require reasonably request, the Borrowers shall have taken all such other actions as the Administrative Agent may reasonably request, and all legal matters incident to complete the transactions contemplated hereby in accordance with foregoing shall be satisfactory to the terms Administrative Agent and conditions contained hereinthe Lenders.