Common use of Consents and Acknowledgments Clause in Contracts

Consents and Acknowledgments. (a) Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan. The acceptance of the Plan by each of the Restructuring Support Parties will not be solicited until such Parties have received the Disclosure Statement and related ballots in accordance with applicable law (as provided under sections 1125(g) and 1126(b) of the Bankruptcy Code), and will be subject to sections 1125, 1126 and 1127 of the Bankruptcy Code. (b) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting First Lien Holder, Consenting Second Lien Holder, and MACH Gen Entity acknowledges and agrees that, until the occurrence of the Consummation Date, and subject to the terms of the Financing Orders, (i) the Prepetition First Lien Credit Agreement, any use of cash collateral and debtor in possession financing authorized by the Financing Orders, including the DIP Credit Agreement, and the New First Lien Credit Agreement shall continue to constitute a “Refinancing First Lien Credit Agreement” “as Amended and Refinanced” pursuant to the Intercreditor Agreement; and (ii) the obligations under the Prepetition First Lien Credit Agreement, any use of cash collateral and debtor in possession financing authorized by the Financing Orders, including the DIP Credit Agreement, and the New First Lien Credit Agreement are and shall continue to be treated as First Lien Obligations (as defined in the Intercreditor Agreement) for all purposes of the Intercreditor Agreement and the Financing Documents (as defined in the Intercreditor Agreement), including for purposes of the Lien (as defined in the Intercreditor Agreement) priorities and rights in respect of Collateral (as defined in the Intercreditor Agreement) set forth therein. (c) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting Second Lien Holder hereby irrevocably consents, for all purposes of the Intercreditor Agreement and the Financing Documents (as defined in the Intercreditor Agreement), to the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the Prepetition First Lien Credit Agreement, the MACH Gen Entities’ use of cash collateral and debtor in possession financing authorized by the Financing Orders and the DIP Credit Agreement, and the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the DIP Credit Agreement and the New First Lien Credit Agreement, and, in each case, the entry into the other documents related to the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement and the transactions contemplated by the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement. (d) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting Equity Holder hereby irrevocably approves the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the Prepetition First Lien Credit Agreement, the MACH Gen Entities’ use of cash collateral and debtor in possession financing authorized by the Financing Orders and the DIP Credit Agreement, and the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the DIP Credit Agreement and the New First Lien Credit Agreement, and, in each case, the entry into the other documents related to the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement and the transactions contemplated by the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement.‌ (e) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting First Lien Holder and Consenting Second Lien Holder hereby irrevocably waives any Default or Event of Default as defined under the Credit Agreements (as defined in the Intercreditor Agreement) that is caused by the MACH Gen Entities’ entry into this Agreement or the other documents related to this Agreement and the transactions contemplated in this Agreement. (f) Each Consenting Equity Holder agrees that (i) its execution of this Agreement shall constitute its affirmative vote and written consent to the filing of the Chapter 11 Cases under Article 5.3 of the LLC Agreement, (ii) such affirmative vote and written consent shall be irrevocable and survive any Termination Date that may occur with respect to such Consenting Equity Holder, and (iii) such affirmative vote and written consent shall only expire upon the occurrence of the Outside Date, if the Petition Date has not occurred prior to the Outside Date. (g) If a Consenting Second Lien Holder provides notice to the Consenting First Lien Holders of the occurrence of a Termination Event on account of an Alternative Transaction, and the Parties to this Agreement remaining after such Termination Event do not include (x) all of the MACH Gen Entities and (y) Restructuring Support Parties that meet all of the thresholds in Section 1, then the Consenting First Lien Holders shall have a period of twenty-one (21) calendar days from the date of such notice (such period, the “ROFR Period”) in which to consider whether to consent to such Alternative Transaction. If the Required First Lien Holders do not consent to such Alternative Transaction within the ROFR Period and the MACH Gen Entities or other Restructuring Support Parties proceed with the Alternative Transaction and as a consequence the Consenting First Lien Holders accelerate the First Lien Obligations (as defined in the Intercreditor Agreement), the Parties agree that the Consenting First Lien Holders will be required to offer the Second Lien Secured Parties (as defined in the Intercreditor Agreement) the right to purchase First Lien Obligations in accordance with Section 5.5 of the Intercreditor Agreement. In any other circumstance, if (i) the Second Lien Credit Agreement has been amended, or the loans under the Second Lien Credit Agreement have been restructured or Refinanced (as defined in the Intercreditor Agreement), in whole or in part, in any manner in violation of the Financing Documents (as defined in the Intercreditor Agreement), including the Intercreditor Agreement and the Security Deposit Agreement (other than as provided for in, or contemplated by, this Agreement), or (ii) any of the loans under the Second Lien Credit Agreement has been prepaid, redeemed, purchased, defeased or otherwise satisfied (including for the avoidance of doubt by conversion to equity) in violation of Section 5.02(j) of the Prepetition First Lien Credit Agreement or the DIP Credit Agreement, as applicable (other than as provided for in, or contemplated by, this Agreement), then, notwithstanding anything in Section 5.5 of the Intercreditor Agreement to the contrary, the purchase price for First Lien Obligations following an acceleration thereof as contemplated in such Section 5.5 of the Intercreditor Agreement shall include the applicable Yield Maintenance Fee (as defined in the Prepetition First Lien Credit Agreement or the DIP Credit Agreement, as applicable) as a result of such acceleration (and it being understood and agreed that, in the absence of any such violation of the Financing Documents, such offer to purchase shall not include any Yield Maintenance Fee). For purposes of this Agreement, “Alternative Transaction” means a restructuring, plan of reorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, transaction, sale, disposition or restructuring of any Mach Gen Entity (or any of its assets, equity interests or debt), other than the Plan and the Restructuring, which a Party did not, in violation of this Agreement, directly or indirectly seek, solicit, support, formulate, entertain, encourage or engage in discussions about, or enter into any agreements relating to, and which the Majority Second Lien Holders and the Majority Equity Holders have thereafter agreed to support, that (a) does not require changes in the terms of the First Lien Documents (as defined in the Intercreditor Agreement) or the New First Lien Credit Agreement, as applicable, that (x) in respect of economic terms, are adverse to the holders of First Lien Obligations, (y) adversely affect the Collateral or the relative priority and subordination of Liens on the Collateral as provided in the Intercreditor Agreement, or (z) are otherwise material to the rights and interests of the Consenting First Lien Holders, in each case relative to the terms agreed by the Parties as of the RSA Effective Date, (b) results (i) in the conversion of all of Second Lien Claims to Equity Interests (or reorganized equity interests in MACH Gen), (ii) in the conversion of at least a majority of the outstanding amount of Second Lien Claims to Equity Interests (or reorganized equity interests in MACH Gen), provided in such instance that the maturity date of any remaining loans under the Second Lien Credit Agreement has been extended to a date no earlier than August 31, 2016 (and any right of the holders of such loans to purchase First Lien Obligations in the circumstances described in Section 5.5 of the Intercreditor Agreement prior to such date shall be with the applicable Yield Maintenance Fee), or (iii) the acquisition by holders of the outstanding amount of the Second Lien Claims of substantially all of the assets of the MACH Gen Entities (subject to the Liens securing the First Lien Obligations), and (c) is not otherwise permitted pursuant to the terms of the First Lien Loan Documents (including the Intercreditor Agreement and the Security Deposit Agreement). (h) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), (i) each of the Consenting Second Lien Holders, which together constitute (x) “Required Second Lien Secured Parties” under and as defined in the Intercreditor Agreement and (y) “Required Lenders” under and as defined in the Second Lien Credit Agreement, hereby authorizes and directs The Bank of New York Mellon, in its capacities as the Second Lien Agent and the Second Lien Collateral Agent (as each such term is defined in the Intercreditor Agreement), as applicable, to execute and deliver the Intercreditor Amendment, and (ii) each of the Consenting First Lien Holders, which together constitute (x) “Required First Lien Secured Parties” under and as defined in the Intercreditor Agreement and (y) “Required Lenders” under and as defined in the Existing First Lien Credit Agreement, hereby authorizes and directs CLMG Corp., in its capacities as the First Lien Agent and the First Lien Collateral Agent (as each such term is defined in the Intercreditor Agreement), as applicable, to execute and deliver the Intercreditor Amendment.

Consents and Acknowledgments. 2.1 The Lender hereby: (a) Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan. The acceptance of AMC Sale on the Plan by each of terms and conditions set forth in the Restructuring Support Parties will not be solicited until such Parties have received the Disclosure Statement AMC Asset Purchase Agreement and related ballots in accordance with applicable law (as provided under sections 1125(g) this Amendment and 1126(b) of the Bankruptcy Code), and will be subject to sections 1125, 1126 and 1127 of the Bankruptcy Code.Consent; (b) By executing this Agreement (including, for consents to the avoidance use of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting First Lien Holder, Consenting Second Lien Holder, and MACH Gen Entity acknowledges and agrees that, until the occurrence proceeds of the Consummation Date, AMC Sale as set forth on Schedule 2.1(b) attached to this Amendment and subject to the terms of the Financing Orders, Consent (including (i) the Prepetition First Lien Credit Agreementpurchase of all of the Equity Interests of the Borrower owned by C3Capital for an amount not to exceed $900,000, any use of cash collateral and debtor in possession financing authorized by the Financing Orders, including the DIP Credit Agreement, and the New First Lien Credit Agreement shall continue to constitute a “Refinancing First Lien Credit Agreement” “as Amended and Refinanced” pursuant to the Intercreditor Agreement; and (ii) the obligations under the Prepetition First Lien Credit Agreement, any use of cash collateral and debtor payment in possession financing authorized by the Financing Orders, including the DIP Credit Agreement, and the New First Lien Credit Agreement are and shall continue to be treated as First Lien Obligations (as defined in the Intercreditor Agreement) for full all purposes of the Intercreditor Agreement issued and the Financing Documents (as defined in the Intercreditor Agreement), including for purposes outstanding Subordinated Debt of the Lien (as defined Borrower in the Intercreditor Agreement) priorities and rights in respect of Collateral (as defined in the Intercreditor Agreement) set forth therein.an amount not to exceed $4,050,000); and (c) By executing this Agreement (includingconsents to the release, for on the avoidance of doubtAMC Closing Date, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting Second Lien Holder hereby irrevocably consents, for all purposes of the Intercreditor Agreement and Liens held by the Financing Documents (as defined in Lender on the Intercreditor Agreement)AMC Purchased Assets, subject to the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the Prepetition First Lien Credit Agreement, the MACH Gen Entities’ use of cash collateral and debtor in possession financing authorized receipt by the Financing Orders and the DIP Credit Agreement, and the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the DIP Credit Agreement and the New First Lien Credit Agreement, and, in each case, the entry into the other documents related to the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement and the transactions contemplated by the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement.Lender of: (d) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting Equity Holder hereby irrevocably approves the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the Prepetition First Lien Credit Agreement, the MACH Gen Entities’ use of cash collateral and debtor in possession financing authorized by the Financing Orders and the DIP Credit Agreement, and the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the DIP Credit Agreement and the New First Lien Credit Agreement, and, in each case, the entry into the other documents related to the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement and the transactions contemplated by the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement.‌ (e) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting First Lien Holder and Consenting Second Lien Holder hereby irrevocably waives any Default or Event of Default as defined under the Credit Agreements (as defined in the Intercreditor Agreement) that is caused by the MACH Gen Entities’ entry into this Agreement or the other documents related to this Agreement and the transactions contemplated in this Agreement. (f) Each Consenting Equity Holder agrees that (i) its execution a certificate signed by a Designated Officer of the Borrower, dated as of the AMC Closing Date: (1) certifying that attached thereto is a true and complete copy of the final, executed AMC Asset Purchase Agreement, including all Exhibits and Schedules thereto, and certifying that the AMC Asset Purchase Agreement has not been amended or modified; (2) certifying that attached thereto is a true and complete copy of the final, executed Stock Repurchase Agreement, dated the AMC Closing Date, between the Borrower and C3Capital (the “Stock Repurchase Agreement”), including all Schedules thereto, and certifying that the Stock Repurchase Agreement has not been amended or modified; (3) certifying that attached thereto is a true and complete itemized list of the uses of the AMC Purchase Price, which uses shall be consistent with, and not exceed the amounts permitted under, this Agreement shall constitute its affirmative vote Amendment and written consent Consent; (4) certifying that all regulatory consents and approvals for the AMC Sale have been obtained or waived and all waiting periods with respect thereto have expired and all consents set forth in Schedule 6.2(d) to the filing AMC Asset Purchase Agreement have been obtained or waived; (5) certifying there exists no injunction or temporary restraining order which would prohibit the consummation of the Chapter 11 Cases under Article 5.3 AMC Sale or the disbursement to the Lender of the LLC Agreement, amounts required under this Amendment and Consent; (ii6) such affirmative vote and written consent shall be irrevocable and survive any Termination Date certifying that may occur with respect all conditions to such Consenting Equity Holder, and (iii) such affirmative vote and written consent shall only expire upon the occurrence consummation of the Outside Date, if the Petition Date has not occurred prior to the Outside Date. (g) If a Consenting Second Lien Holder provides notice to the Consenting First Lien Holders of the occurrence of a Termination Event on account of an Alternative Transaction, and the Parties to this Agreement remaining after such Termination Event do not include (x) all of the MACH Gen Entities and (y) Restructuring Support Parties that meet all of the thresholds in Section 1, then the Consenting First Lien Holders shall have a period of twenty-one (21) calendar days from the date of such notice (such period, the “ROFR Period”) in which to consider whether to consent to such Alternative Transaction. If the Required First Lien Holders do not consent to such Alternative Transaction within the ROFR Period and the MACH Gen Entities or other Restructuring Support Parties proceed with the Alternative Transaction and as a consequence the Consenting First Lien Holders accelerate the First Lien Obligations (as defined in the Intercreditor Agreement), the Parties agree that the Consenting First Lien Holders will be required to offer the Second Lien Secured Parties (as defined in the Intercreditor Agreement) the right to purchase First Lien Obligations AMC Sale in accordance with Section 5.5 the AMC Asset Purchase Agreement have been satisfied or waived other than the payment of the Intercreditor Agreement. In AMC Purchase Price; (7) certifying that attached thereto is a true and correct Borrowing Base Certificate, as of the AMC Closing Date, which gives pro forma effect to the AMC Sale, and which shall be in form and substance satisfactory to the Lender; (8) certifying that not more than $509,000 of Revolving Advances have been or will be used in connection with the AMC Sale, including to fund any other circumstance, if escrow or to pay any indemnification obligations thereunder; (9) certifying that attached thereto is a true and correct organizational chart identifying (i) Precision Group Holdings, LLC as the Second Lien Credit Agreement has been amended, or the loans under the Second Lien Credit Agreement have been restructured or Refinanced (as defined in the Intercreditor Agreement), in whole or in part, in any manner in violation sole Shareholder of the Financing Documents (as defined in the Intercreditor Agreement), including the Intercreditor Agreement and the Security Deposit Agreement (other than as provided for in, or contemplated by, this Agreement), or (ii) any of the loans under the Second Lien Credit Agreement has been prepaid, redeemed, purchased, defeased or otherwise satisfied (including for the avoidance of doubt by conversion to equity) in violation of Section 5.02(j) of the Prepetition First Lien Credit Agreement or the DIP Credit Agreement, as applicable (other than as provided for in, or contemplated by, this Agreement), then, notwithstanding anything in Section 5.5 of the Intercreditor Agreement to the contrary, the purchase price for First Lien Obligations following an acceleration thereof as contemplated in such Section 5.5 of the Intercreditor Agreement shall include the applicable Yield Maintenance Fee (as defined in the Prepetition First Lien Credit Agreement or the DIP Credit Agreement, as applicable) as a result of such acceleration (and it being understood and agreed that, in the absence of any such violation of the Financing Documents, such offer to purchase shall not include any Yield Maintenance Fee). For purposes of this Agreement, “Alternative Transaction” means a restructuring, plan of reorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, transaction, sale, disposition or restructuring of any Mach Gen Entity (or any of its assets, equity interests or debt), other than the Plan and the Restructuring, which a Party did not, in violation of this Agreement, directly or indirectly seek, solicit, support, formulate, entertain, encourage or engage in discussions about, or enter into any agreements relating to, and which the Majority Second Lien Holders and the Majority Equity Holders have thereafter agreed to support, that (a) does not require changes in the terms of the First Lien Documents (as defined in the Intercreditor Agreement) or the New First Lien Credit Agreement, as applicable, that (x) in respect of economic terms, are adverse to the holders of First Lien Obligations, (y) adversely affect the Collateral or the relative priority and subordination of Liens on the Collateral as provided in the Intercreditor Agreement, or (z) are otherwise material to the rights and interests of the Consenting First Lien Holders, in each case relative to the terms agreed by the Parties as of the RSA Effective Date, (b) results (i) in the conversion of all of Second Lien Claims to Equity Interests (or reorganized equity interests in MACH Gen), (ii) in the conversion of at least a majority of the outstanding amount of Second Lien Claims to Equity Interests (or reorganized equity interests in MACH Gen), provided in such instance that the maturity date of any remaining loans under the Second Lien Credit Agreement has been extended to a date no earlier than August 31, 2016 (and any right of the holders of such loans to purchase First Lien Obligations in the circumstances described in Section 5.5 of the Intercreditor Agreement prior to such date shall be with the applicable Yield Maintenance Fee), or (iii) the acquisition by holders of the outstanding amount of the Second Lien Claims of substantially all of the assets of the MACH Gen Entities (subject to the Liens securing the First Lien Obligations), and (c) is not otherwise permitted pursuant to the terms of the First Lien Loan Documents (including the Intercreditor Agreement and the Security Deposit Agreement). (h) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), (i) each of the Consenting Second Lien Holders, which together constitute (x) “Required Second Lien Secured Parties” under and as defined in the Intercreditor Agreement and (y) “Required Lenders” under and as defined in the Second Lien Credit Agreement, hereby authorizes and directs The Bank of New York Mellon, in its capacities as the Second Lien Agent and the Second Lien Collateral Agent (as each such term is defined in the Intercreditor Agreement), as applicable, to execute and deliver the Intercreditor AmendmentBorrower, and (ii) each all of holders of Equity Interests of Precision Group Holdings, LLC, and their respective ownership interests in Precision Group Holdings, LLC; and (10) certifying that, before and after giving pro forma effect to the AMC Sale, no Event of Default has occurred or would result therefrom. (ii) confirmation satisfactory to the Lender that, after giving effect to the AMC Sale and any payment of the Consenting First Lien HoldersRevolving Advances from the AMC Sale Proceeds or other sources: (1) there are no outstanding Overadvances; and (2) the amount of outstanding Working Capital Obligations does not exceed $500,000. (iii) a statement from C3Capital and Precision Group Holdings, LLC, in form and substance satisfactory to Lender, (1) setting forth the amount of principal, interest and fees necessary to pay in full all of the outstanding Subordinated Debt, which together constitute (x) “Required First Lien Secured Parties” under and as defined in shall include the Intercreditor Subordinated Debt outstanding pursuant to the Securities Purchase Agreement and the Commercial Note, and (y2) “Required Lenders” authorizing the Borrower or the Lender to file any and all documents necessary to terminate and release any Liens held by C3Capital or Precision Group Holdings, LLC upon receipt of full payment of the amount set forth. 2.2 The Borrower acknowledges and agrees that: (a) the consents granted by the Lender under Section 2.1 of this Amendment and as defined in Consent are limited to the Existing First Lien specific matters set forth therein; (b) (i) the consents granted by the Lender under Section 2.1 of this Amendment and Consent are not consents to the release of any Collateral other than the AMC Purchased Assets, and (ii) the Lender retains all of its Liens on the AMC Retained Assets and all other Collateral; and (c) the Lender hereby expressly reserves all of its rights and remedies with respect to any Events of Default (or events which, with the giving of notice and/or passage of time would constitute Events of Default) which may now or hereafter exist under any of the Credit Agreement, hereby authorizes and directs CLMG Corp., in its capacities as the First Lien Agent and the First Lien Collateral Agent (as each such term is defined in the Intercreditor Agreement), as applicable, to execute and deliver the Intercreditor AmendmentDocuments.

Consents and Acknowledgments. (a) Each Party irrevocably Original Purchaser hereby (i) consents to the increase in the number of shares of Series C Preferred Stock being sold on the Closing Date from 46,136,795 shares of Series C Preferred Stock to 46,286,795 shares of Series C Preferred Stock, (ii) acknowledges and agrees to the allocation of the shares of Series C Preferred Stock among the Purchasers as set forth in Schedules I, II, III and IV hereto and (iii) agrees that each Purchaser other than the Original Purchasers (each a "New Purchaser" and collectively the "New Purchasers") shall, upon execution of this Amendment, become a party to the Original Agreement, as modified and amended by this Amendment. Each New Purchaser hereby agrees that such New Purchaser shall become a party to the Original Agreement, as modified and amended by this Amendment, upon execution of this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan. The acceptance of the Plan by each of the Restructuring Support Parties will not be solicited until such Parties have received the Disclosure Statement and related ballots in accordance with applicable law (as provided under sections 1125(g) and 1126(b) of the Bankruptcy Code), and will be subject to sections 1125, 1126 and 1127 of the Bankruptcy Codeaforesaid. (b) By executing this Agreement (includingEach Purchaser hereby waives any preemptive rights it may have, for whether under the avoidance existing Amended and Restated Certificate of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting First Lien Holder, Consenting Second Lien Holder, and MACH Gen Entity acknowledges and agrees that, until the occurrence Incorporation of the Consummation DateCompany, the Second Amended and subject Restated Stockholders Agreement, or otherwise, to the terms purchase any shares of the Financing Orders, Company's capital stock (i) other than its right to purchase the Prepetition First Lien Credit Agreement, any use shares of cash collateral and debtor in possession financing authorized by the Financing Orders, including the DIP Credit Agreement, and the New First Lien Credit Agreement shall continue to constitute a “Refinancing First Lien Credit Agreement” “as Amended and Refinanced” Series C Preferred Stock that it is purchasing pursuant to the Intercreditor Agreement; and (iiOriginal Agreement as amended hereby) the obligations under the Prepetition First Lien Credit Agreement, any use of cash collateral and debtor in possession financing authorized by the Financing Orders, including the DIP Credit Agreement, and the New First Lien Credit Agreement are and shall continue to be treated that it may have as First Lien Obligations (as defined in the Intercreditor Agreement) for all purposes a result of the Intercreditor issuance and sale of Series C Preferred Stock pursuant to the Original Agreement and as amended hereby or pursuant to the Financing Documents (Merger Agreement or as defined in the Intercreditor Agreement), including for purposes a result of the Lien (as defined in conversion of any such shares to shares of Common Stock of the Intercreditor Agreement) priorities and rights in respect of Collateral (as defined in the Intercreditor Agreement) set forth thereinCompany. (c) By executing this Agreement (includingThe Company and each Original Purchaser agree that the Stockholders Agreement, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting Second Lien Holder hereby irrevocably consents, for all purposes of the Intercreditor Registration Rights Agreement and the Financing Documents (as defined Amended and Restated Certificate of Incorporation of the Company, each in the Intercreditor Agreement), form attached to the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the Prepetition First Lien Credit Original Agreement, be amended as necessary to reflect the MACH Gen Entities’ use increase in the number of cash collateral and debtor in possession financing authorized by the Financing Orders shares of Series C Preferred Stock and the DIP Credit Agreementaddition of the New Purchasers. On the Closing Date, each of the Purchasers will execute and deliver the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the DIP Credit Stockholders Agreement and the New First Lien Credit Agreement, and, in each case, the entry into the other documents related to the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Registration Rights Agreement and the transactions contemplated by the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreementas so amended. (d) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), The Company and each Consenting Equity Holder Original Purchaser hereby irrevocably approves the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the Prepetition First Lien Credit Agreement, the MACH Gen Entities’ use of cash collateral and debtor in possession financing authorized by the Financing Orders and the DIP Credit Agreement, and the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the DIP Credit Agreement and the New First Lien Credit Agreement, and, in each case, the entry into the other documents related to the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement and the transactions contemplated by the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement.‌ (e) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting First Lien Holder and Consenting Second Lien Holder hereby irrevocably waives any Default or Event of Default as defined under the Credit Agreements (as defined in the Intercreditor Agreement) that is caused by the MACH Gen Entities’ entry into this Agreement or the other documents related to this Agreement and the transactions contemplated in this Agreement. (f) Each Consenting Equity Holder agrees that (i) its execution of this Agreement shall constitute its affirmative vote and written consent to the filing of the Chapter 11 Cases under Article 5.3 of the LLC Agreement, (ii) such affirmative vote and written consent shall be irrevocable and survive any Termination Date that may occur with respect to such Consenting Equity Holder, and (iii) such affirmative vote and written consent shall only expire upon the occurrence of the Outside Date, if the Petition Date has not occurred prior to the Outside Date. (g) If a Consenting Second Lien Holder provides notice to the Consenting First Lien Holders of the occurrence of a Termination Event on account of an Alternative Transaction, and the Parties to this Agreement remaining after such Termination Event do not include (x) all of the MACH Gen Entities and (y) Restructuring Support Parties that meet all of the thresholds in Section 1, then the Consenting First Lien Holders shall have a period of twenty-one (21) calendar days from the date of such notice (such period, the “ROFR Period”) in which to consider whether to consent to such Alternative Transaction. If the Required First Lien Holders do not consent to such Alternative Transaction within the ROFR Period and the MACH Gen Entities or other Restructuring Support Parties proceed with the Alternative Transaction and as a consequence the Consenting First Lien Holders accelerate the First Lien Obligations (as defined in the Intercreditor Agreement), the Parties agree that the Consenting First Lien Holders will Original Agreement shall be deemed modified and amended to the extent required to offer give effect to the Second Lien Secured Parties (as defined in the Intercreditor Agreement) the right to purchase First Lien Obligations in accordance with Section 5.5 of the Intercreditor Agreement. In any other circumstance, if (i) the Second Lien Credit Agreement has been amended, or the loans under the Second Lien Credit Agreement have been restructured or Refinanced (as defined in the Intercreditor Agreement), in whole or in part, in any manner in violation of the Financing Documents (as defined in the Intercreditor Agreement), including the Intercreditor Agreement and the Security Deposit Agreement (other than as provided for in, or contemplated by, this Agreement), or (ii) any of the loans under the Second Lien Credit Agreement has been prepaid, redeemed, purchased, defeased or otherwise satisfied (including for the avoidance of doubt by conversion to equity) in violation of Section 5.02(j) of the Prepetition First Lien Credit Agreement or the DIP Credit Agreement, as applicable (other than as provided for in, or contemplated by, this Agreement), then, notwithstanding anything matters described in Section 5.5 of the Intercreditor Agreement to the contrary, the purchase price for First Lien Obligations following an acceleration thereof as contemplated in such Section 5.5 of the Intercreditor Agreement shall include the applicable Yield Maintenance Fee (as defined in the Prepetition First Lien Credit Agreement or the DIP Credit Agreement, as applicable1.02(a) as a result of such acceleration (and it being understood and agreed that, in the absence of any such violation of the Financing Documents, such offer to purchase shall not include any Yield Maintenance Fee). For purposes of this Agreement, “Alternative Transaction” means a restructuring, plan of reorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, transaction, sale, disposition or restructuring of any Mach Gen Entity (or any of its assets, equity interests or debt), other than the Plan and the Restructuring, which a Party did not, in violation of this Agreement, directly or indirectly seek, solicit, support, formulate, entertain, encourage or engage in discussions about, or enter into any agreements relating to, and which the Majority Second Lien Holders and the Majority Equity Holders have thereafter agreed to support, that (a) does not require changes in the terms of the First Lien Documents (as defined in the Intercreditor Agreement) or the New First Lien Credit Agreement, as applicable, that (x) in respect of economic terms, are adverse to the holders of First Lien Obligations, (y) adversely affect the Collateral or the relative priority and subordination of Liens on the Collateral as provided in the Intercreditor Agreement, or (z) are otherwise material to the rights and interests of the Consenting First Lien Holders, in each case relative to the terms agreed by the Parties as of the RSA Effective Date, (b) results (i) in the conversion of all of Second Lien Claims to Equity Interests (or reorganized equity interests in MACH Gen), (ii) in the conversion of at least a majority of the outstanding amount of Second Lien Claims to Equity Interests (or reorganized equity interests in MACH Gen), provided in such instance that the maturity date of any remaining loans under the Second Lien Credit Agreement has been extended to a date no earlier than August 31, 2016 (and any right of the holders of such loans to purchase First Lien Obligations in the circumstances described in Section 5.5 of the Intercreditor Agreement prior to such date shall be with the applicable Yield Maintenance Fee), or (iii) the acquisition by holders of the outstanding amount of the Second Lien Claims of substantially all of the assets of the MACH Gen Entities (subject to the Liens securing the First Lien Obligations), and (c) is not otherwise permitted pursuant to the terms of the First Lien Loan Documents (including the Intercreditor Agreement and the Security Deposit Agreement)above. (h) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), (i) each of the Consenting Second Lien Holders, which together constitute (x) “Required Second Lien Secured Parties” under and as defined in the Intercreditor Agreement and (y) “Required Lenders” under and as defined in the Second Lien Credit Agreement, hereby authorizes and directs The Bank of New York Mellon, in its capacities as the Second Lien Agent and the Second Lien Collateral Agent (as each such term is defined in the Intercreditor Agreement), as applicable, to execute and deliver the Intercreditor Amendment, and (ii) each of the Consenting First Lien Holders, which together constitute (x) “Required First Lien Secured Parties” under and as defined in the Intercreditor Agreement and (y) “Required Lenders” under and as defined in the Existing First Lien Credit Agreement, hereby authorizes and directs CLMG Corp., in its capacities as the First Lien Agent and the First Lien Collateral Agent (as each such term is defined in the Intercreditor Agreement), as applicable, to execute and deliver the Intercreditor Amendment.

Consents and Acknowledgments. (a) Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan. The acceptance of the Plan by each of the Restructuring Support Parties will not be solicited until such Parties have received the Disclosure Statement and related ballots in accordance with applicable law (as provided under sections 1125(g) and 1126(b) of the Bankruptcy Code), and will be subject to sections 1125, 1126 and 1127 of the Bankruptcy Code. (b) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting First Lien Holder, Consenting Second Lien Holder, and MACH Gen Entity acknowledges and agrees that, until the occurrence of the Consummation Date, and subject to the terms of the Financing Orders, (i) the Prepetition First Lien Credit Agreement, any use of cash collateral and debtor in possession financing authorized by the Financing Orders, including the DIP Credit Agreement, and the New First Lien Credit Agreement shall continue to constitute a “Refinancing First Lien Credit Agreement” “as Amended and Refinanced” pursuant to the Intercreditor Agreement; and (ii) the obligations under the Prepetition First Lien Credit Agreement, any use of cash collateral and debtor in possession financing authorized by the Financing Orders, including the DIP Credit Agreement, and the New First Lien Credit Agreement are and shall continue to be treated as First Lien Obligations (as defined in the Intercreditor Agreement) for all purposes of the Intercreditor Agreement and the Financing Documents (as defined in the Intercreditor Agreement), including for purposes of the Lien (as defined in the Intercreditor Agreement) priorities and rights in respect of Collateral (as defined in the Intercreditor Agreement) set forth therein. (c) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting Second Lien Holder hereby irrevocably consents, for all purposes of the Intercreditor Agreement and the Financing Documents (as defined in the Intercreditor Agreement), to the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the Prepetition First Lien Credit Agreement, the MACH Gen Entities’ use of cash collateral and debtor in possession financing authorized by the Financing Orders and the DIP Credit Agreement, and the MACH Gen Entities’ and undersigned Transaction Consenting First Lien Holders’ entry into the DIP Credit Agreement and the New First Lien Credit Agreement, and, in each case, the entry into the other documents related Lender forbears from exercising remedies with respect to the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement and the transactions contemplated by the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement. (d) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting Equity Holder hereby irrevocably approves the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the Prepetition First Lien Credit Agreement, the MACH Gen Entities’ use of cash collateral and debtor in possession financing authorized by the Financing Orders and the DIP Credit Agreement, and the MACH Gen Entities’ and Consenting First Lien Holders’ entry into the DIP Credit Agreement and the New First Lien Credit Agreement, and, in each case, the entry into the other documents related to the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement and the transactions contemplated by the Prepetition First Lien Credit Agreement, the Financing Orders, the DIP Credit Agreement, and the New First Lien Credit Agreement.‌ (e) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), each Consenting First Lien Holder and Consenting Second Lien Holder hereby irrevocably waives any Default or Event of Default as defined under the Credit Agreements (as defined in the Intercreditor Agreement) that is caused by the MACH Gen Entities’ Company’s entry into this Agreement or the other documents related to this Agreement and the transactions contemplated in this Agreement. (f) Each Consenting Equity Holder , and agrees that (i) its execution of this Agreement shall constitute its affirmative vote and written consent to direct the Term Loan Agent not to exercise remedies to the filing of the Chapter 11 Cases under Article 5.3 of the LLC Agreement, (ii) such affirmative vote and written consent shall be irrevocable and survive any Termination Date extent that may occur with respect to such Consenting Equity Holder, and (iii) such affirmative vote and written consent shall only expire upon the occurrence of the Outside Date, if the Petition Date has not occurred prior to the Outside Date. (g) If a Consenting Second Lien Holder provides notice to the Consenting First Lien Holders of the occurrence of a Termination Event on account of an Alternative Transaction, and the Parties to this Agreement remaining after such Termination Event do not include (x) all of the MACH Gen Entities and (y) Restructuring Support Parties that meet all of the thresholds in Section 1, then the Consenting First Lien Holders shall have a period of twenty-one (21) calendar days from the date of such notice (such period, the “ROFR Period”) in which to consider whether to consent to such Alternative Transaction. If the Required First Lien Holders do not consent to such Alternative Transaction within the ROFR Period and the MACH Gen Entities or other Restructuring Support Parties proceed with the Alternative Transaction and as a consequence the Consenting First Lien Holders accelerate the First Lien Obligations (as defined in the Intercreditor Agreement), the Parties agree that the Consenting First Lien Holders will be required to offer the Second Lien Secured Parties (as defined in the Intercreditor Agreement) the right to purchase First Lien Obligations in accordance with Section 5.5 of the Intercreditor Agreement. In any other circumstance, if (i) Term Loan Lender directs the Second Lien Credit Agreement has been amended, or the loans under the Second Lien Credit Agreement have been restructured or Refinanced (as defined in the Intercreditor Agreement), in whole or in part, in any manner in violation of the Financing Documents (as defined in the Intercreditor Agreement), including the Intercreditor Agreement and the Security Deposit Agreement (other than as provided for in, or contemplated by, this Agreement), or (ii) any of the loans under the Second Lien Credit Agreement has been prepaid, redeemed, purchased, defeased or otherwise satisfied (including for the avoidance of doubt by conversion Term Loan Agent to equity) in violation of Section 5.02(j) of the Prepetition First Lien Credit Agreement or the DIP Credit Agreement, as applicable (other than as provided for in, or contemplated by, this Agreement), then, notwithstanding anything in Section 5.5 of the Intercreditor Agreement to the contrary, the purchase price for First Lien Obligations following an acceleration thereof as contemplated in exercise such Section 5.5 of the Intercreditor Agreement shall include the applicable Yield Maintenance Fee (as defined in the Prepetition First Lien Credit Agreement or the DIP Credit Agreement, as applicable) as a result of such acceleration (and remedies; it being understood and agreed that, in that this waiver shall be terminated and be without any further force and effect upon the absence termination of any such violation this Agreement without the occurrence of the Financing Documents, such offer to purchase shall not include any Yield Maintenance Fee). For purposes of this Agreement, “Alternative Transaction” means a restructuring, plan of reorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, transaction, sale, disposition or restructuring of any Mach Gen Entity (or any of its assets, equity interests or debt), other than the Plan and the Restructuring, which a Party did not, in violation of this Agreement, directly or indirectly seek, solicit, support, formulate, entertain, encourage or engage in discussions about, or enter into any agreements relating to, and which the Majority Second Lien Holders and the Majority Equity Holders have thereafter agreed to support, that (a) does not require changes in the terms of the First Lien Documents (as defined in the Intercreditor Agreement) or the New First Lien Credit Agreement, as applicable, that (x) in respect of economic terms, are adverse to the holders of First Lien Obligations, (y) adversely affect the Collateral or the relative priority and subordination of Liens on the Collateral as provided in the Intercreditor Agreement, or (z) are otherwise material to the rights and interests of the Consenting First Lien Holders, in each case relative to the terms agreed by the Parties as of the RSA Effective Closing Date, . (b) results Although the undersigned Transaction Consenting Lender intends that this Agreement should not constitute, and it believes it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, the undersigned Transaction Consenting Lender acknowledges, agrees, and represents that it (i) in the conversion of all of Second Lien Claims to Equity Interests (or reorganized equity interests in MACH Gen), (ii) in the conversion of at least a majority of the outstanding amount of Second Lien Claims to Equity Interests (or reorganized equity interests in MACH Gen), provided in such instance that the maturity date of any remaining loans under the Second Lien Credit Agreement has been extended to a date no earlier than August 31, 2016 (and any right of the holders of such loans to purchase First Lien Obligations in the circumstances described in Section 5.5 of the Intercreditor Agreement prior to such date shall be with the applicable Yield Maintenance Fee), or (iii) the acquisition by holders of the outstanding amount of the Second Lien Claims of substantially all of the assets of the MACH Gen Entities (subject to the Liens securing the First Lien Obligations), and (c) is not otherwise permitted pursuant to the terms of the First Lien Loan Documents (including the Intercreditor Agreement and the Security Deposit Agreement). (h) By executing this Agreement (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder after the RSA Effective Date), (i) each of the Consenting Second Lien Holders, which together constitute (x) an “Required Second Lien Secured Partiesaccredited investor” under and as defined in the Intercreditor Agreement and (y) “Required Lenders” under and as defined in the Second Lien Credit Agreement, hereby authorizes and directs The Bank of New York Mellon, in its capacities as the Second Lien Agent and the Second Lien Collateral Agent (as each such term is defined in Rule 501(a) of the Intercreditor Agreement), as applicable, to execute and deliver the Intercreditor Amendment, Securities Act of 1933 and (ii) each has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Consenting First Lien Holderssecurities to be acquired by it pursuant to the Transaction and understands and is able to bear any economic risks with such investment. (c) Subject to its obligation to file such Registration Statement under the Transaction Support Agreement, SMLP shall use its reasonable best efforts to prepare and file a registration statement (a “Registration Statement”) with the SEC (on such form as SMLP is eligible to use under the Securities Act) covering resales by the holders of Registrable Securities as selling unitholders of all Registrable Securities. In connection with any Registration Statement in which together constitute a holder of Registrable Securities that is a seller of Registrable Securities is participating, each such holder will furnish to SMLP such information and affidavits as SMLP reasonably requests for use in connection with any such Registration Statement or prospectus and, to the fullest extent permitted by law, each such seller will indemnify SMLP and its directors and officers and each Person who controls SMLP (xwithin the meaning of the Securities Act or the Exchange Act) “Required First Lien Secured Parties” under against any and all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and disbursements except as defined limited by Section 27(g)(iii) of the Transaction Support Agreement) resulting from any untrue statement or alleged untrue statement of a material fact contained in the Intercreditor Agreement Registration Statement or related prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished by such seller or any of its employees, advisors, agents, representatives, partners, officers, and directors and each Person who controls such holder (ywithin the meaning of the Securities Act or the Exchange Act) (collectively, the “Required Lenders” under and as defined Seller Affiliates”) in writing specifically for inclusion in the Existing First Lien Credit AgreementRegistration Statement; provided that the obligation to indemnify will be several, hereby authorizes not joint and directs CLMG Corp.several, in its capacities as the First Lien Agent among such sellers of Registrable Securities, and the First Lien Collateral Agent (as liability of each such term is defined seller of Registrable Securities will be in proportion to the Intercreditor Agreement)amount of Registrable Securities sold by them, as applicableand, provided, further, that such liability will be limited to execute and deliver the Intercreditor Amendment.net amount received by such seller from the applicable sale of Registrable Securities. [Signature Page Follows] By: Name: Title: Principal Amount of Term Loan Claims: $ Address: