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 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 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.

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.