Common use of RSA Effective Date Clause in Contracts

RSA Effective Date. This Agreement shall become effective, and the obligations contained herein shall become binding upon the Parties, upon the first date that all of the following have occurred (such date, the “RSA Effective Date”): (a) the MACH Gen Entities and the Consenting First Lien Holders have executed the Prepetition Amendment and the Prepetition Amendment is effective according to its terms (subject only to the effectiveness of this Agreement), (b) that certain Amendment No. 2 to Collateral Agency and Intercreditor Agreement, attached hereto as Exhibit C (the “Intercreditor Amendment”), which amends that certain Collateral Agency and Intercreditor Agreement, dated as of December 5, 2006 (as amended, supplemented, restated, or modified from time to time (including, unless otherwise required by context, as amended by the Intercreditor Amendment), the “Intercreditor Agreement”), shall have been executed and become effective according to its terms (subject only to the effectiveness of this Agreement), (c) this Agreement has been executed by all of the following: (i) each MACH Gen Entity; (ii) Consenting Equity Holders (A) holding, in aggregate, at least 75% of the voting rights of all issued and outstanding equity interests in the Company (the “Equity Interests”) and (B) comprising, in aggregate, at least one-half in number of all holders of the Equity Interests; (iii) Consenting First Lien Holders (A) holding, in aggregate, at least 66-2/3% in principal amount outstanding of all First Lien Revolver Claims and at least 66-2/3% in principal amount outstanding of all First Lien Term Loan Claims and

RSA Effective Date. This Agreement shall become effective, and the obligations contained herein shall become binding upon the Parties, upon the first date that all of the following have occurred (such date, the “RSA Effective Date”): ) that: (a) each of the MACH Gen Entities Backstop Commitment Agreement and the Consenting First Lien Holders have executed the Prepetition Amendment and the Prepetition Amendment is effective according to its terms (subject only to the effectiveness of this Agreement), (b) that certain Amendment No. 2 to Collateral Agency and Intercreditor Agreement, attached hereto as Exhibit C (the “Intercreditor Amendment”), which amends that certain Collateral Agency and Intercreditor Agreement, dated as of December 5, 2006 (as amended, supplemented, restated, or modified from time to time (including, unless otherwise required by context, as amended by the Intercreditor Amendment), the “Intercreditor Agreement”), shall have Exit Commitment Letters has been executed and become is effective according to in accordance with its terms respective terms; (subject only to the effectiveness of this Agreement), (cb) this Agreement has been executed by all of the following: : (i) each MACH Gen PVA Entity; ; (ii) Consenting Equity Holders RBL Lenders (A) holding, in aggregate, at least 7566.67% of the voting rights in principal amount of all issued and claims outstanding equity interests in under the Company RBL Credit Facility Agreement (the “Equity InterestsRBL Claims”) and (B) comprising, in aggregate, at least one-half in number of all holders of the Equity Interests; RBL Lenders; (iii) the RBL Agent; and (iv) Consenting First Lien Holders (A) Noteholders holding, in aggregate, at least 66-2/366.67% in principal amount outstanding of all First Lien Revolver Claims claims outstanding under the Indenture (the “Note Claims”); (c) each Swap Agreement (as defined in the RBL Credit Facility Agreement) shall, before the Petition Date, have been terminated and at least 66-2/3% the proceeds thereof received by the RBL Agent as a payment of the obligations under the RBL Credit Facility Agreement; provided, that, prior to such payment, the RBL Agent shall, before the Petition Date, deposit $5 million of such proceeds (but in principal no event more than all such proceeds) in a deposit account of a PVA Entity, which amount outstanding shall be made available for the PVA Entities, subject to the terms of all First Lien Term Loan Claims andthe DIP Orders.