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.

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.

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.