Common use of LENDER CONSENTS AND WAIVERS Clause in Contracts

LENDER CONSENTS AND WAIVERS. 4.1 The Lender hereby, effective as of the date of this Agreement and subject to the terms and conditions hereof: (a) consents to the MPM Acquisition pursuant to the terms of the MPM Arrangement Agreement and waives any Default or Event of Default arising under Section 8.3(a), 8.3(h), 8.3(p)(ii) of the Credit Agreement in connection therewith provided that: (i) the Subscription Receipt Equity Financing shall be completed on or prior to the closing date of the MPM Acquisition with minimum cash proceeds of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] inclusive of a minimum of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] subscribed for by new third party investors approved by the Lender ([REDACTED COMMERCIALLY SENSITIVE INFORMATION]); (ii) all of the subscription receipts issued pursuant to the Subscription Receipt Equity Financing shall have converted to Common Shares of the Borrower concurrently with and within one (1) Business Day of completion of the MPM Acquisition; (iii) the Exchange shall have approved the amendment to the Initial Advance Conversion Price as contemplated in Section 5.0 hereof, subject to customary conditions imposed by the Exchange with the terms and any such conditions reasonably satisfactory to the Lender; (iv) the MPM Arrangement Agreement shall not be amended or modified in any material respect, and any material condition for the benefit of the Borrower contained therein shall not have been waived; (v) after giving effect to the Lender consents and the amendments to the Credit Agreement contained in this First Supplemental Credit Agreement, no Default or Event of Default shall have occurred and be continuing at the time of completion of the MPM Acquisition; (vi) MPM and the MPM Subsidiaries shall be deemed to be Loan Parties upon completion of the MPM Acquisition, and all representations and warranties in the Credit Agreement shall be true and correct with respect to MPM and the MPM Subsidiaries as Loan Parties at the time of completion of the MPM Acquisition subject to the disclosures contained in the MPM Disclosure Letter; (b) consents to the Borrower providing a short-term loan to MPM or its Subsidiaries provided after giving effect to this consent no Default or Event of Default shall have occurred and be continuing at the time such loan is advanced and provided further that the term of the loan (x) does not exceed as it relates to principal amount C$500,000, (y) is used solely for operating costs of MPM, and (z) is paid out and fully satisfied concurrent with the closing of the MPM acquisition; and (c) consents to the Subscription Receipt Equity Financing subject to the Lender's right to participate therein pursuant to Section 3.0 hereof and the full conversion thereof to Common Shares of the Borrower upon completion of the MPM Acquisition.

LENDER CONSENTS AND WAIVERS. 4.1 The Lender hereby, effective as of the date of this Agreement and subject to the terms and conditions hereof: (a) consents Each Rollover Lender shall be deemed to agree, upon the MPM Acquisition Sixth Amendment Effective Date that all (or such lesser amount as the Administrative Agent may allocate to such Lender) of its Existing Term B-2 Loans shall constitute Term B-2 Loans under the Credit Agreement, and such Existing Term B-2 Loans shall be deemed repaid in full on the Sixth Amendment Effective Date, including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Rollover Lender and due and payable by the Borrower pursuant to the terms Credit Agreement and this Amendment. (b) The Existing Term B-2 Loans of each Assignment Lender shall be repaid in full on the Sixth Amendment Effective Date, including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Assignment Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Amendment. Notwithstanding anything in the Credit Agreement to the contrary, each Assignment Lender agrees that it shall be deemed to have completed an Assignment and Assumption pursuant to Section 10.06 of the MPM Arrangement Credit Agreement on the Sixth Amendment Effective Date and waives assumed from a Lender designated by the Administrative Agent an amount equal to the principal amount of such repayment (or such lesser amount as the Administrative Agent may allocate to such Lender). (c) Notwithstanding anything herein to the contrary, the Consenting Lenders waive the payment of any Default breakage loss or Event of Default arising expense under Section 8.3(a), 8.3(h), 8.3(p)(ii) 2.21 of the Credit Agreement in connection therewith provided that: (i) the Subscription Receipt Equity Financing shall be completed on or prior to the closing date of the MPM Acquisition with minimum cash proceeds of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] inclusive of a minimum of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] subscribed for by new third party investors approved by the Lender ([REDACTED COMMERCIALLY SENSITIVE INFORMATION]); (ii) all of the subscription receipts issued pursuant to the Subscription Receipt Equity Financing shall have converted to Common Shares of the Borrower concurrently with and within one (1) Business Day of completion of the MPM Acquisition; (iii) the Exchange shall have approved the amendment to the Initial Advance Conversion Price as contemplated in Section 5.0 hereof, subject to customary conditions imposed by the Exchange with the terms and any such conditions reasonably satisfactory to repayment of Existing Term B-2 Loans on the Lender; (iv) the MPM Arrangement Agreement shall not be amended or modified in any material respect, and any material condition for the benefit of the Borrower contained therein shall not have been waived; (v) after giving effect to the Lender consents and the amendments to the Credit Agreement contained in this First Supplemental Credit Agreement, no Default or Event of Default shall have occurred and be continuing at the time of completion of the MPM Acquisition; (vi) MPM and the MPM Subsidiaries shall be deemed to be Loan Parties upon completion of the MPM Acquisition, and all representations and warranties in the Credit Agreement shall be true and correct with respect to MPM and the MPM Subsidiaries as Loan Parties at the time of completion of the MPM Acquisition subject to the disclosures contained in the MPM Disclosure Letter; (b) consents to the Borrower providing a short-term loan to MPM or its Subsidiaries provided after giving effect to this consent no Default or Event of Default shall have occurred and be continuing at the time such loan is advanced and provided further that the term of the loan (x) does not exceed as it relates to principal amount C$500,000, (y) is used solely for operating costs of MPM, and (z) is paid out and fully satisfied concurrent with the closing of the MPM acquisition; and (c) consents to the Subscription Receipt Equity Financing subject to the Lender's right to participate therein pursuant to Section 3.0 hereof and the full conversion thereof to Common Shares of the Borrower upon completion of the MPM AcquisitionSixth Amendment Effective Date.

LENDER CONSENTS AND WAIVERS. 4.1 3.1 The Lender hereby, effective as of the date of this Agreement and subject to the terms and conditions hereof: (a) consents to the MPM FCGI Acquisition pursuant to the terms of the MPM FCGI Arrangement Agreement and waives any Default or Event of Default arising under Section 8.3(a), 8.3(h), 8.3(p)(ii) of the Credit Agreement in connection therewith provided that: (i) the Subscription Receipt Equity Financing shall be completed on or prior to the closing date of the MPM FCGI Acquisition with minimum cash proceeds of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] inclusive of a minimum of (or such other amount less than [REDACTED COMMERCIALLY SENSITIVE INFORMATION] subscribed for by new third party investors approved agreed to by the Lender ([REDACTED COMMERCIALLY SENSITIVE INFORMATION]in its discretion); (ii) all of the subscription receipts issued pursuant to the Subscription Receipt Equity Financing shall have converted to Common Shares of the Borrower concurrently with and within one (1) Business Day of completion of the MPM FCGI Acquisition; (iii) the Exchange shall have approved the amendment to the Initial Advance Conversion Price and the establishment of the Second Advance Conversion Price as contemplated in Section 5.0 4.0 hereof, subject to customary conditions imposed by the Exchange with the terms and any such conditions reasonably satisfactory to the Lender; (iv) the MPM FCGI Arrangement Agreement shall not be have been amended or modified since being entered into in any material respect, and any no material condition for the benefit of the Borrower contained therein shall not have been waived, in each case that could reasonably be expected to be materially adverse to the interests of Lender as determined by Xxxxxx, acting reasonably; (v) after giving effect to the Lender consents and the amendments to the Credit Agreement contained in this First Fourth Supplemental Credit AgreementAgreement and the Second Advance, no Default or Event of Default shall have occurred and be continuing at the time of completion of the MPM AcquisitionFCGI Acquisition and the Second Advance; (vi) MPM FCGI and the MPM FCGI Subsidiaries shall be deemed to be Loan Parties upon completion of the MPM FCGI Acquisition, and all representations and warranties in the Credit Agreement shall be true and correct with respect to MPM FCGI and the MPM FCGI Subsidiaries as Loan Parties at the time of completion of the MPM FCGI Acquisition (except to the extent that they relate to an earlier date prior to FCGI Acquisition) subject to the disclosures contained in the MPM FCGI Disclosure Letter; (b) consents to the Borrower providing a short-term loan to MPM or its Subsidiaries provided after giving effect to this consent no Default or Event of Default shall have occurred and be continuing at the time such loan is advanced and provided further that the term of the loan (x) does not exceed as it relates to principal amount C$500,000, (y) is used solely for operating costs of MPM, and (z) is paid out and fully satisfied concurrent with the closing of the MPM acquisition; and (cb) consents to the Subscription Receipt Equity Financing subject to the Lender's right to participate therein pursuant to Section 3.0 hereof and the full conversion thereof to Common Shares of the Borrower upon completion of the MPM FCGI Acquisition.

LENDER CONSENTS AND WAIVERS. 4.1 (a) The Required Lenders and Administrative Agent agree that the Borrower may deliver a Request for Credit Extension pursuant to Section 4.02(c) of the Credit Agreement not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension and prepayment (in lieu of three (3) Business Days). The Required Lenders and the Administrative Agent waive the requirement for delivery of a notice of prepayment pursuant to Section 2.05 of the Credit Agreement. (b) Each undersigned Lender herebyhereby consents to (i) its respective allocation of the applicable Loans and Commitments after giving effect to this Amendment and the transactions contemplated herein (as well as in any Assignment and Assumption entered into by such Lender pursuant to Section 10.06 of the Credit Agreement required to effect such allocation) on the Amendment No. 2 Effective Date as set forth in the Register (as such respective allocation has been indicated by the Administrative Agent to such Lender on or prior to the Amendment No. 2 Effective Date) and (ii) any non-pro rata treatment of payments to the Lenders by the Borrower resulting from the payments described in this Section, effective notwithstanding anything to the contrary in the Credit Agreement. (c) Each Existing Lender of Term B-1 Loans that executes and delivers a signature page to this Amendment (a “Consent”) electing the “Consent and Cashless Roll Option” shall be deemed to agree, upon the effectiveness of the Amendment on the Amendment No. 2 Effective Date that all (or such lesser amount as the Administrative Agent may allocate to such Lender) of its existing Loans and Commitments shall constitute Loans and Commitments, as applicable, under the Credit Agreement. (d) Each Existing Lender that executes and delivers a Consent electing the “Consent and Assignment Option” shall be repaid in full on the Amendment No. 2 Effective Date, including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Existing Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Amendment. Each such Existing Lender agrees that it shall be deemed to have executed an Assignment and Assumption pursuant to Section 10.06 of the Credit Agreement on the Amendment No. 2 Effective Date and assumed an amount equal to the principal amount of such repayment (or such lesser amount as allocated pursuant to clause (b) above). (e) Notwithstanding anything herein to the contrary, (i) the Loans funded on the Amendment No. 2 Effective Date shall be funded as Eurodollar Rate Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the existing applicable Loans outstanding as of the date hereof prior to the effectiveness of this Agreement Amendment and subject (ii) the Lenders party hereto (or party to a joinder agreement to this Amendment) waive the terms and conditions hereof: (a) consents to the MPM Acquisition pursuant to the terms payment of the MPM Arrangement Agreement and waives any Default breakage loss or Event of Default arising expense under Section 8.3(a), 8.3(h), 8.3(p)(ii) 3.05 of the Credit Agreement in connection therewith provided that: (i) the Subscription Receipt Equity Financing shall be completed on or prior to the closing date of the MPM Acquisition with minimum cash proceeds of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] inclusive of a minimum of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] subscribed for by new third party investors approved by the Lender ([REDACTED COMMERCIALLY SENSITIVE INFORMATION]); (ii) all of the subscription receipts issued pursuant to the Subscription Receipt Equity Financing shall have converted to Common Shares of the Borrower concurrently with and within one (1) Business Day of completion of the MPM Acquisition; (iii) the Exchange shall have approved the amendment to the Initial Advance Conversion Price as contemplated in Section 5.0 hereof, subject to customary conditions imposed by the Exchange with the terms and any such conditions reasonably satisfactory to repayment of Loans on the Lender; (iv) the MPM Arrangement Agreement shall not be amended or modified in any material respect, and any material condition for the benefit of the Borrower contained therein shall not have been waived; (v) after giving effect to the Lender consents and the amendments to the Credit Agreement contained in this First Supplemental Credit Agreement, no Default or Event of Default shall have occurred and be continuing at the time of completion of the MPM Acquisition; (vi) MPM and the MPM Subsidiaries shall be deemed to be Loan Parties upon completion of the MPM Acquisition, and all representations and warranties in the Credit Agreement shall be true and correct with respect to MPM and the MPM Subsidiaries as Loan Parties at the time of completion of the MPM Acquisition subject to the disclosures contained in the MPM Disclosure Letter; (b) consents to the Borrower providing a short-term loan to MPM or its Subsidiaries provided after giving effect to this consent no Default or Event of Default shall have occurred and be continuing at the time such loan is advanced and provided further that the term of the loan (x) does not exceed as it relates to principal amount C$500,000, (y) is used solely for operating costs of MPM, and (z) is paid out and fully satisfied concurrent with the closing of the MPM acquisition; and (c) consents to the Subscription Receipt Equity Financing subject to the Lender's right to participate therein pursuant to Section 3.0 hereof and the full conversion thereof to Common Shares of the Borrower upon completion of the MPM AcquisitionAmendment No. 2 Effective Date.

LENDER CONSENTS AND WAIVERS. 4.1 The Lender hereby, effective as of the date of this Agreement and subject to the terms and conditions hereof: (a) consents Each Rollover Lender agrees that, upon the Eighth Amendment Effective Date, all (or such lesser amount as the Administrative Agent may allocate to such Lender) of its Existing Term B-3 Loans shall be converted to Term B-3 Loans under the MPM Acquisition Credit Agreement, and such Existing Term B-3 Loans shall be deemed repaid in full on the Eighth Amendment Effective Date, including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Rollover Lender and due and payable by the Borrower pursuant to the terms Credit Agreement and this Amendment. (b) The Existing Term B-3 Loans of each Lender (other the Loans converted to Term B-3 Loans pursuant to clause (a) above) shall be repaid in full on the Eighth Amendment Effective Date, including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Amendment. Each Assignment Lender agrees to purchase pursuant to an Assignment and Assumption in accordance with Section 10.06 of the MPM Arrangement Credit Agreement on or immediately after the Eighth Amendment Effective Date and waives assume from a Lender designated by the Administrative Agent Term B-3 Loans in an amount equal to the principal amount of such repayment (or such lesser amount as the Administrative Agent may allocate to such Lender). (c) Notwithstanding anything herein to the contrary, the Rollover Lenders and Assignment Lenders waive the payment of any Default breakage loss or Event of Default arising expense under Section 8.3(a), 8.3(h), 8.3(p)(ii) 2.21 of the Credit Agreement in connection therewith provided that: (i) the Subscription Receipt Equity Financing shall be completed on or prior to the closing date of the MPM Acquisition with minimum cash proceeds of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] inclusive of a minimum of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] subscribed for by new third party investors approved by the Lender ([REDACTED COMMERCIALLY SENSITIVE INFORMATION]); (ii) all of the subscription receipts issued pursuant to the Subscription Receipt Equity Financing shall have converted to Common Shares of the Borrower concurrently with and within one (1) Business Day of completion of the MPM Acquisition; (iii) the Exchange shall have approved the amendment to the Initial Advance Conversion Price as contemplated in Section 5.0 hereof, subject to customary conditions imposed by the Exchange with the terms and any such conditions reasonably satisfactory to repayment of Existing Term B-3 Loans on the Lender; (iv) the MPM Arrangement Agreement shall not be amended or modified in any material respect, and any material condition for the benefit of the Borrower contained therein shall not have been waived; (v) after giving effect to the Lender consents and the amendments to the Credit Agreement contained in this First Supplemental Credit Agreement, no Default or Event of Default shall have occurred and be continuing at the time of completion of the MPM Acquisition; (vi) MPM and the MPM Subsidiaries shall be deemed to be Loan Parties upon completion of the MPM Acquisition, and all representations and warranties in the Credit Agreement shall be true and correct with respect to MPM and the MPM Subsidiaries as Loan Parties at the time of completion of the MPM Acquisition subject to the disclosures contained in the MPM Disclosure Letter; (b) consents to the Borrower providing a short-term loan to MPM or its Subsidiaries provided after giving effect to this consent no Default or Event of Default shall have occurred and be continuing at the time such loan is advanced and provided further that the term of the loan (x) does not exceed as it relates to principal amount C$500,000, (y) is used solely for operating costs of MPM, and (z) is paid out and fully satisfied concurrent with the closing of the MPM acquisition; and (c) consents to the Subscription Receipt Equity Financing subject to the Lender's right to participate therein pursuant to Section 3.0 hereof and the full conversion thereof to Common Shares of the Borrower upon completion of the MPM AcquisitionEighth Amendment Effective Date.

LENDER CONSENTS AND WAIVERS. 4.1 The Lender hereby, effective as of the date of this Agreement and subject to the terms and conditions hereof: (a) consents Each Rollover Lender shall be deemed to agree, upon the MPM Acquisition Seventh Amendment Effective Date that all (or such lesser amount as the Administrative Agent may allocate to such Lender) of its Term B-1 Loans shall constitute Additional Term B-2 Loans under the Credit Agreement, and such Term B-1 Loans shall be deemed repaid in full on the Seventh Amendment Effective Date, including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Rollover Lender and due and payable by the Borrower pursuant to the terms Credit Agreement and this Amendment. (b) The Term B-1 Loans of each Assignment Lender shall be repaid in full on the Seventh Amendment Effective Date, including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Assignment Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Amendment. Notwithstanding anything in the Credit Agreement to the contrary, each Assignment Lender agrees that it shall be deemed to have completed an Assignment and Assumption pursuant to Section 10.06 of the MPM Arrangement Credit Agreement on the Seventh Amendment Effective Date and waives assumed from a Lender designated by the Administrative Agent an amount equal to the principal amount of such repayment (or such lesser amount as the Administrative Agent may allocate to such Lender). (c) Notwithstanding anything herein to the contrary, the Additional Term B-2 Lenders waive the payment of any Default breakage loss or Event of Default arising expense under Section 8.3(a), 8.3(h), 8.3(p)(ii) 2.21 of the Credit Agreement in connection therewith provided that: (i) the Subscription Receipt Equity Financing shall be completed on or prior to the closing date of the MPM Acquisition with minimum cash proceeds of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] inclusive of a minimum of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] subscribed for by new third party investors approved by the Lender ([REDACTED COMMERCIALLY SENSITIVE INFORMATION]); (ii) all of the subscription receipts issued pursuant to the Subscription Receipt Equity Financing shall have converted to Common Shares of the Borrower concurrently with and within one (1) Business Day of completion of the MPM Acquisition; (iii) the Exchange shall have approved the amendment to the Initial Advance Conversion Price as contemplated in Section 5.0 hereof, subject to customary conditions imposed by the Exchange with the terms and any such conditions reasonably satisfactory to repayment of Term B-1 Loans on the Lender; (iv) the MPM Arrangement Agreement shall not be amended or modified in any material respect, and any material condition for the benefit of the Borrower contained therein shall not have been waived; (v) after giving effect to the Lender consents and the amendments to the Credit Agreement contained in this First Supplemental Credit Agreement, no Default or Event of Default shall have occurred and be continuing at the time of completion of the MPM Acquisition; (vi) MPM and the MPM Subsidiaries shall be deemed to be Loan Parties upon completion of the MPM Acquisition, and all representations and warranties in the Credit Agreement shall be true and correct with respect to MPM and the MPM Subsidiaries as Loan Parties at the time of completion of the MPM Acquisition subject to the disclosures contained in the MPM Disclosure Letter; (b) consents to the Borrower providing a short-term loan to MPM or its Subsidiaries provided after giving effect to this consent no Default or Event of Default shall have occurred and be continuing at the time such loan is advanced and provided further that the term of the loan (x) does not exceed as it relates to principal amount C$500,000, (y) is used solely for operating costs of MPM, and (z) is paid out and fully satisfied concurrent with the closing of the MPM acquisition; and (c) consents to the Subscription Receipt Equity Financing subject to the Lender's right to participate therein pursuant to Section 3.0 hereof and the full conversion thereof to Common Shares of the Borrower upon completion of the MPM AcquisitionSeventh Amendment Effective Date.