Common use of Equity Commitment Clause in Contracts

Equity Commitment. (a) For the avoidance of doubt, (i) Exhibit A-1 attached hereto sets forth the equity commitment (the “Investor Equity Commitment”) of each Investor if Union Sky is not entitled to or does not elect to exercise its right to reduce the number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement as of the Closing Date, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment Letter, (y) with respect to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter, and (ii) Exhibit A-2 attached hereto sets forth the equity commitment of each Investor (the “Revised Investor Equity Commitment”) in the event that Union Sky elects to exercise its right to reduce the number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment Letter, (y) with respect to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter. (b) If and to the extent an Additional Sponsor (as defined in the Consortium Agreement) is admitted to the Consortium (as defined in the Consortium Agreement) pursuant to Section 1.2(g) of the Consortium Agreement, such Additional Sponsor shall execute an adherence agreement to this Agreement and upon its execution of the adherence agreement, such Additional Sponsor shall become an “Additional Sponsor” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment and Revised Investor Equity Commitment, as applicable, of each of the Investors and such Additional Sponsor, after giving effect of the equity commitment of such Additional Sponsor.

Equity Commitment. (a) For Each Investor hereby affirms and agrees that it (or, as applicable, one or more of its Affiliate(s)) is bound by its Equity Commitment and the avoidance of doubt, (i) Exhibit A-1 attached hereto sets provisions set forth the equity commitment (the “Investor in its or such Affiliate’s Equity Commitment”) of each Investor if Union Sky is not entitled to or does not elect to exercise its right to reduce the number of Union Sky Rollover Shares Commitment Letter in accordance with Section 2.1(bthe terms hereof and thereof and that the Lead Investors shall be entitled to enforce or cause Buyer (or the applicable indirect investment entity) to enforce the provisions of the Support Agreement as of the Closing Date, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of such Equity Commitment as defined Letter ratably among the Investors in accordance with the Merger Agreement, this Agreement and set forth in Baring Guarantor’s the terms of such Equity Commitment Letter, (y) with respect to HONY SPV, equals the . The amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter, and (ii) Exhibit A-2 attached hereto sets forth the equity commitment of each Investor (the “Revised Investor Equity Commitment”) in the event that Union Sky elects to exercise its right to reduce the number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment Letter, (y) with respect to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter. (b) If and to the extent an Additional Sponsor (as defined in the Consortium Agreement) is admitted to the Consortium (as defined in the Consortium Agreement) pursuant to Section 1.2(g) of the Consortium Agreement, such Additional Sponsor shall execute an adherence agreement to this Agreement and upon its execution of the adherence agreement, such Additional Sponsor shall become an “Additional Sponsor” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment and Revised Investor pro rata percentage Equity Commitment, as applicable, of each Investor is set forth on Schedule 2 attached hereto (with each Investor’s Equity Commitment amount being referred to herein as its “Commitment Amount” and each Investor’s Equity Commitment percentage being referred to herein as its “Commitment Percentage”). Upon funding of its (or, in the case of the Lead Investors, its applicable Affiliates’) Equity Commitment pursuant to the terms of the applicable Equity Commitment Letters at the Closing, each Investor will be issued equity interests of Parent pursuant to a subscription agreement reasonably acceptable to each such Investor. The equity interests of Parent issued to the Investors (and/or their permitted assignees and Syndication Vehicles) pursuant to the terms of the Equity Commitment Letters will be of the same class and series as each other with the same seniority and issued at the same price per equity interest of Parent with the same rights, preferences and privileges, in each case, except as expressly contemplated by the LPA Term Sheet and related provisions. The Investors hereby acknowledge that they (or, as applicable, one or more of their Affiliates) are not purchasing or committing to purchase any equity interests of any person other than Parent in connection with the Transaction. (b) The Lead Investors will have the right to reduce the Commitment Amount of any Investor (or, if the Commitment Amount was previously reduced in accordance with the terms of this Agreement, (x) further reduce the Commitment Amount or (y) increase the Commitment Amount up to the original Commitment Amount as set forth opposite such Investor’s name on Schedule 2 attached hereto (the “Original Commitment Amount”)): (i) as determined by the Lead Investors in their sole discretion; provided, that any reduction made pursuant to this clause (i) may either, at the Lead Investors’ discretion, (A) be made ratably among the Investors and may not reduce such Additional SponsorInvestor’s Commitment Amount to an amount below the “Minimum Commitment Amount” as set forth opposite such Investor’s name on Schedule 2 attached hereto (the “Minimum Commitment Amount”) or (B) be made solely as against the Commitment Amount(s) of one or both of the Lead Investors; provided, that notwithstanding the foregoing but in all events subject to Schedule 2 hereof, the portion of any such ratable reduction which would otherwise reduce such Investor’s amount below its Minimum Commitment Amount shall instead reduce one or more Lead Investor’s Commitment Amount(s) (and, for the avoidance of doubt, no other Investor which is not a Lead Investor) in a manner as shall be determined by the Lead Investors in their sole discretion; or (ii) by decreasing such Commitment Amount to such amount as the Lead Investors determine in their sole discretion (including to zero) solely if such Investor fails to fund or contribute, when required hereunder and under its Equity Commitment Letter, any portion of its Equity Commitment in accordance with the terms of its Equity Commitment Letter (and such breach continues uncured for twenty-four (24) hours following notice thereof by the Lead Investors to such Investor) (provided, that, any reduction pursuant to this Section 2.4(b) shall not affect any of the other rights that any other party to this Agreement or the applicable Equity Commitment Letter (or its permitted assignee and Syndication Vehicles) may have against such Investor pursuant to this Agreement or the applicable Equity Commitment Letter or otherwise in respect of such failure). No reduction to the Commitment Amount of any Major Co-Investor pursuant to clause (i) of the preceding sentence shall alter such Major Co-Investor’s status as a “Major Co-Investor,” and any such Major Co-Investor shall continue to qualify as a Major Co-Investor for all purposes of this Agreement, the LPA, the LLCA and the Equityholders Agreement, as applicable. The Lead Investors shall determine and promptly notify the applicable Investor of any reduction in such Investor’s Commitment Amount pursuant to this Section 2.4(b). (c) Subject to the actions permitted or restricted by this Agreement, including, for the avoidance of doubt, pursuant to Section 2.1, the Lead Investors shall cause Parent not to permit any waiver, amendment or restatement of any Equity Commitment Letter or Funding Agreement (or any rights or obligations thereunder) to be effected unless the same waiver, amendment or restatement is made to all of the Equity Commitment Letters or Funding Agreements, as applicable. (d) In the event that any Investor funds its Equity Commitment as contemplated by this Section 2.4 and such Investor’s Equity Commitment Letter and (i) the Closing does not occur following such funding because the Merger Agreement is terminated, Parent and Buyer shall, and the Lead Investors shall cause Parent and Buyer to, promptly (but in any event within three (3) Business Days after such termination) return all amounts so funded in respect of such Investor’s Equity Commitment to such Investor (along with any interest accrued thereon), (ii) the Closing has not occurred within five (5) Business Days following the date of such funding then the Lead Investors shall cause Parent and Buyer to, promptly (but in any event within one (1) Business Day after the expiration of such period) return all amounts so funded in respect of such Investor’s Equity Commitment to such Investor (along with any interest accrued thereon), or (iii) any amounts funded by the Lead Investors are at any time returned to a Lead Investor, then the Lead Investors shall and shall cause Parent and Buyer to, at the same time as any of the funded Equity Commitment of such Lead Investor is returned to a Lead Investor, return all amounts so funded in respect of such Investor’s Equity Commitment to such Investor; provided, however, that a return of the funded Equity Commitment pursuant to (ii) or (iii) shall not relieve such Investor of its obligation to fund its Equity Commitment pursuant to the terms of this Agreement and such Investor’s Equity Commitment Letter and if, following the return of such funded Equity Commitment, the Lead Investors, in their reasonable discretion, determine that the Closing will occur, the Lead Investors may require such Investor to fund its Equity Commitment again pursuant to the terms of this Agreement and such Investor’s Equity Commitment Letter, as applicable, with the foregoing provisions of this Section 2.4(d) applying mutatis mutandis to such further funding, until such time as the Transaction is consummated or the Merger Agreement is terminated in accordance with its terms. (e) Each Investor acknowledges and agrees that each Lead Investor and, with coordination by the Lead Investors, the Francisco Investor, will be entitled to assign a portion of its Commitment Percentage and Commitment Amount and/or Funding Percentage to limited partners of affiliated or managed or advised funds of the Lead Investors or the Francisco Investor, as applicable (in the case of the Francisco Investor, which such assignment is coordinated by the Lead Investors), or such other Persons approved by the Lead Investors (“Syndicated Investors”) for up to one (1) year following the Closing; provided, that, without the consent of the other Investors, no Lead Investor or the Francisco Investor shall assign an amount such that, after giving effect to such syndication, such Lead Investor or the Francisco Investor has a Commitment Amount that is lower than the Minimum Syndication Commitment Amount for such Investor set forth on Schedule 1; provided, further, that no Lead Investor or the Francisco Investor shall assign any portion of its Commitment Percentage, Commitment Amount and/or Funding Percentage to a Syndicated Investor with the intent of reducing of another Investor’s Commitment Percentage, Commitment Amount and/or Funding Percentage, in each case, without such Investor’s prior written consent. Each of the equity commitment Lead Investors and the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees to consult and coordinate with the other in advance of reaching out to any third party for syndication purposes in order to avoid duplication and achieve an orderly syndication process. In no event shall such assignment relieve such Lead Investor or the Francisco Investor from its obligations under its Equity Commitment Letter and/or Funding Agreement if such obligations are not performed by such assignee. For the avoidance of doubt, a Syndicated Investor may not be an Investor or a competitor of the Company or its subsidiaries (as reasonably determined by the Lead Investors). Each Syndicated Investor shall make its investment(s) through one or more co-investment vehicles controlled by one or more affiliates of such Additional SponsorLead Investor or the Francisco Investor, as applicable (each, a “Syndication Vehicle”).

Equity Commitment. (a) For the avoidance of doubt, (i) Exhibit A-1 attached A hereto sets forth the equity commitment of each Investor (the “such Investor's "Investor Equity Commitment”) of each Investor if Union Sky is not entitled to or does not elect to exercise its right to reduce the number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement as of the Closing Date"), which (w) with respect to Union SkyLP1, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the applicable amount of Equity Commitment as defined and set forth in Baring Guarantor’s LP1's Equity Commitment Letter, (x) with respect to LP2, equals the applicable amount of Equity Commitment as defined and set forth in LP2's Equity Commitment Letter, (y) with respect to HONY SPVCo-Invest LP, equals the applicable amount of Equity Commitment as defined and set forth in Co-Invest LP's Equity Commitment Letter, and (z) with respect to CPPIB, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter, and (ii) Exhibit A-2 attached hereto sets forth the equity commitment of each Investor (the “Revised Investor Equity Commitment”) in the event that Union Sky elects to exercise its right to reduce the number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment Letter, (y) with respect to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s CPPIB's Equity Commitment Letter. (b) If BPEA will lead any syndication and/or co-investment activities in respect of (and which will serve to indirectly reduce) the Investor Equity Commitments (the "Syndication", and any person who participates in such Syndication as a co-investor, a "Co-Investor"); provided, that Baring and its Affiliates will keep CPPIB and its Affiliates reasonably informed of such activities, and CPPIB will have the right to identify and add potential Co-Investors to any such Syndication. Baring and CPPIB agree that the Syndication will be conducted pursuant to the extent an Additional Sponsor (terms set forth on Schedule 1 hereto and on such other terms and conditions as defined Baring and CPPIB shall mutually agree. The Parties agree that no Co-Investor shall receive any terms with respect to such Co-Investor's investment in connection with the Consortium Agreement) is admitted Transaction that are more favorable than the terms received by any Investor with respect to such Investor's investment in connection with the Consortium (as defined in the Consortium Agreement) Transaction, whether pursuant to Section 1.2(gany side letter or other arrangement or agreement. (c) If Baring and CPPIB mutually agree that it would be beneficial for one or more additional sponsors to provide additional equity capital for the consummation of the Consortium AgreementTransactions (in reduction of one or more of the Investor Equity Commitment(s)), each such Additional Sponsor additional sponsor shall (i) execute an adherence agreement to this Agreement in a form mutually agreed by Baring, CPPIB and such additional sponsor, and (ii) execute an equity commitment letter and limited guarantee in substantially the same form as the Equity Commitment Letters and Limited Guarantees in respect of the relevant portion of the equity commitment to be provided by such additional sponsor, and upon its execution of the adherence agreementsuch documents, such Additional Sponsor additional sponsor shall become an “"Additional Sponsor” " for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment and Revised Investor Equity Commitment, as applicable, of each of the Investors and such Additional Sponsor, after giving effect of to the equity commitment of such Additional Sponsor.

Equity Commitment. (a) For the avoidance of doubt, (i) Exhibit A-1 attached hereto sets forth the equity commitment (the “Investor Equity Commitment”) of each Investor if Union Sky is not entitled to or does not elect to exercise its right to reduce the number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement as of the Closing Date, which (wx) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (xy) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment Letter, and (yz) with respect to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter, and (ii) Exhibit A-2 attached hereto sets forth the equity commitment of each Investor (the “Revised Investor Equity Commitment”) in the event that Union Sky elects to exercise its right to reduce the number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement, which (wx) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (xy) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment Letter, and (yz) with respect to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter. (b) If and to the extent an Additional Sponsor (as defined in the Consortium Agreement) is admitted to the Consortium (as defined in the Consortium Agreement) pursuant to Section 1.2(g) of the Consortium Agreement, such Additional Sponsor shall execute an adherence agreement to this Agreement and upon its execution of the adherence agreement, such Additional Sponsor shall become an “Additional Sponsor” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment and Revised Investor Equity Commitment, as applicable, of each of the Investors and such Additional Sponsor, after giving effect of the equity commitment of such Additional Sponsor.

Equity Commitment. (a) For On the avoidance terms, subject to the conditions, and in reliance on the representations and warranties set forth in this Agreement (including the entry of doubtthe Agreement Order by the Bankruptcy Court and its becoming a Final Order), each of the Equity Commitment Parties hereby agrees, severally and not jointly, that (i) Exhibit A-1 attached hereto sets forth it shall deliver the equity commitment (the “Investor Equity Commitment”) of each Investor if Union Sky is not entitled to or does not elect to exercise its right to reduce the number of Union Sky Rollover Shares Contributed Term Loan Exchange Documentation into escrow, in accordance with Section 2.1(b) of the Support Agreement as of the Closing Date, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment LetterPurchase Notice, at least one (y1) with respect Business Day prior to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter, Plan Effective Date and (ii) Exhibit A-2 attached hereto sets forth on the equity commitment Plan Effective Date, an aggregate principal amount of each Investor Term Loans held by such Equity Commitment Party and/or one or more of its Affiliates or Related Funds (which shall equal $100 million in Term Loans for all Equity Commitment Parties) (the “Revised Investor Equity CommitmentContributed Term Loans”) in equal to such Equity Commitment Party’s respective Equity Commitment Share Purchase Price shall, without any further action on the event that Union Sky elects to exercise its right to reduce the part of such Equity Commitment Party, mandatorily be exchanged for a number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Shares equal to the quotient of such Equity Commitment Letter, (y) with respect Share Purchase Price divided by the Exercise Price. The Contributed Term Loans shall be treated as equal to HONY SPV, equals cash on a dollar-for-dollar basis based on the aggregate principal amount of such Contributed Term Loans (it being understood and agreed that (A) the principal amount of all such Contributed Term Loans shall continue to accrue interest, at the applicable rate, through the Plan Effective Date and (B) all accrued and unpaid interest, at the applicable rate, on such Contributed Term Loans as of the Plan Effective Date shall be paid in full in cash on the Plan Effective Date pursuant to the Plan). The per share purchase price for the Equity Commitment Shares shall be the same as defined and set forth in HONY Guarantor’s the Exercise Price. The Equity Commitments of the Equity Commitment LetterParties are several, and (z) with respect to CDH SPVnot joint, equals obligations of the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Parties, such that no Equity Commitment LetterParty shall be liable or otherwise responsible for the Equity Commitment of any other Equity Commitment Party. (b) If and Notwithstanding anything to the extent an Additional Sponsor contrary in this Agreement (as defined but without limiting the provisions of Section 12.1 hereof), any Equity Commitment Party, in its sole discretion, may designate by written notice to Monitronics no later than two (2) Business Days prior to the Closing that some or all of the Equity Commitment Shares be issued in the Consortium Agreementname of, and delivered to, one or more of its controlled Affiliates or Related Funds. Such written notice of designation shall (i) is admitted be addressed to Monitronics and signed by such Equity Commitment Party and such controlled Affiliate or Related Fund, (ii) specify the Consortium (as defined number of Equity Commitment Shares to be delivered to or issued in the Consortium Agreement) pursuant to Section 1.2(g) of the Consortium Agreement, such Additional Sponsor shall execute an adherence agreement to this Agreement and upon its execution of the adherence agreement, such Additional Sponsor shall become an “Additional Sponsor” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment and Revised Investor Equity Commitment, as applicable, of each of the Investors and such Additional Sponsor, after giving effect of the equity commitment name of such Additional Sponsor.controlled Affiliate or Related Fund and

Equity Commitment. (a) For On the avoidance terms, subject to the conditions, and in reliance on the representations and warranties set forth in this Agreement (including the entry of doubtthe Agreement Order by the Bankruptcy Court and its becoming a Final Order), each of the Equity Commitment Parties hereby agrees, severally and not jointly, that (i) Exhibit A-1 attached hereto sets forth it shall deliver the equity commitment (the “Investor Equity Commitment”) of each Investor if Union Sky is not entitled to or does not elect to exercise its right to reduce the number of Union Sky Rollover Shares Contributed Term Loan Exchange Documentation into escrow, in accordance with Section 2.1(b) of the Support Agreement as of the Closing Date, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment LetterPurchase Notice, at least one (y1) with respect Business Day prior to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter, Plan Effective Date and (ii) Exhibit A-2 attached hereto sets forth on the equity commitment Plan Effective Date, an aggregate principal amount of each Investor Term Loans held by such Equity Commitment Party and/or one or more of its Affiliates or Related Funds (which shall equal $100 million in Term Loans for all Equity Commitment Parties) (the “Revised Investor Equity CommitmentContributed Term Loans”) in equal to such Equity Commitment Party’s respective Equity Commitment Share Purchase Price shall, without any further action on the event that Union Sky elects to exercise its right to reduce the part of such Equity Commitment Party, mandatorily be exchanged for a number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Shares equal to the quotient of such Equity Commitment Letter, (y) with respect Share Purchase Price divided by the Exercise Price. The Contributed Term Loans shall be treated as equal to HONY SPV, equals cash on a dollar-for-dollar basis based on the aggregate principal amount of such Contributed Term Loans (it being understood and agreed that (A) the principal amount of all such Contributed Term Loans shall continue to accrue interest, at the applicable rate, through the Plan Effective Date and (B) all accrued and unpaid interest, at the applicable rate, on such Contributed Term Loans as of the Plan Effective Date shall be paid in full in cash on the Plan Effective Date pursuant to the Plan). The per share purchase price for the Equity Commitment Shares shall be the same as defined and set forth in HONY Guarantor’s the Exercise Price. The Equity Commitments of the Equity Commitment LetterParties are several, and (z) with respect to CDH SPVnot joint, equals obligations of the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Parties, such that no Equity Commitment LetterParty shall be liable or otherwise responsible for the Equity Commitment of any other Equity Commitment Party. (b) If and Notwithstanding anything to the extent an Additional Sponsor contrary in this Agreement (as defined but without limiting the provisions of Section 12.1 hereof), any Equity Commitment Party, in its sole discretion, may designate by written notice to Monitronics no later than two (2) Business Days prior to the Closing that some or all of the Equity Commitment Shares be issued in the Consortium Agreementname of, and delivered to, one or more of its controlled Affiliates or Related Funds. Such written notice of designation shall (i) is admitted be addressed to Monitronics and signed by such Equity Commitment Party and such controlled Affiliate or Related Fund, (ii) specify the Consortium (as defined number of Equity Commitment Shares to be delivered to or issued in the Consortium Agreementname of such controlled Affiliate or Related Fund and (iii) contain a confirmation by such controlled Affiliate or Related Fund of the accuracy of the representations set forth in Sections 3.3 through 3.5 as applied to such controlled Affiliate or Related Fund; provided, that no such designation pursuant to this Section 1.2(g1.4(b) of the Consortium Agreement, shall relieve such Additional Sponsor shall execute an adherence agreement to this Agreement and upon Equity Commitment Party from its execution of the adherence agreement, such Additional Sponsor shall become an “Additional Sponsor” for purposes of obligations under this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment and Revised Investor Equity Commitment, as applicable, of each of the Investors and such Additional Sponsor, after giving effect of the equity commitment of such Additional Sponsor.