Common use of Backstop Commitments Clause in Contracts

Backstop Commitments. In the Unsecured Exchange Transaction, in the event the Dutch Auction is conducted and the aggregate purchase price of all Tendered Notes is less than $100,000,000 (such shortfall, a “Dutch Auction Shortfall”), then on and subject to the terms and conditions of this Amended Agreement: (a) Ascent shall provide written notice thereof to each Consenting Noteholder (with a copy to the Consenting Noteholder Advisors) as promptly as practicable (and in no event more than 3 Business Days) after expiration of the Dutch Auction, which notice shall set forth the amount of the Dutch Auction Shortfall, the Aggregate Backstop Amount and such Consenting Noteholder’s Backstop Amount; (b) Each Consenting Noteholder hereby agrees, severally and not jointly, that a portion of the Notes that is tendered into the Unsecured Exchange, in an aggregate principal amount equal to its respective Backstop Amount (the “Backstop Notes”), shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction, and the Unsecured Exchange, to have been validly tendered by such Consenting Noteholder in the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) at a purchase price equal to $875 per $1,000 in principal amount of such Notes; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction; and (c) Ascent and Monitronics hereby agree that each Consenting Noteholder’s Backstop Notes shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction and the Unsecured Exchange, to have been validly tendered into the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) by such Consenting Noteholder, at a purchase price equal to $875 per $1,000 in principal amount of such Notes, and Ascent shall accept and purchase all such Backstop Notes at such price and otherwise pursuant to and in accordance with the terms of the Dutch Auction at such price; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction. Nothing contained in this Section 8 shall in any way restrict or limit any Consenting Noteholder’s right or ability to otherwise participate in the Dutch Auction pursuant to the terms and conditions thereof, at a price equal to $875 per $1,000 in principal amount, or at any lower price.

Backstop Commitments. In the Unsecured Exchange Transaction, in the event the Dutch Auction is conducted and the aggregate purchase price of all Tendered Notes is less than $100,000,000 (such shortfall, a “Dutch Auction Shortfall”), then on and subject Subject to the terms and conditions of this Amended Agreement: (a) Ascent shall provide written notice thereof to each Consenting Noteholder (with a copy to the Consenting Noteholder Advisors) Backstop Commitment Letter, dated as promptly as practicable (and in no event more than 3 Business Days) after expiration of the Dutch AuctionOctober 7, which notice shall set forth the amount of the Dutch Auction Shortfall, the Aggregate Backstop Amount and such Consenting Noteholder’s Backstop Amount; (b) Each Consenting Noteholder hereby agrees, severally and not jointly, that a portion of the Notes that is tendered into the Unsecured Exchange, in an aggregate principal amount equal to its respective Backstop Amount 2016 (the “Backstop NotesCommitment Letter”): (i) in connection with the Unsecured Rights Offering, certain holders of Allowed LINN Unsecured Notes Claims and/or their affiliates party thereto (collectively, together with their Related Transferees (as defined below), the “Initial Unsecured Commitment Parties” and, together with any Additional Commitment Parties (as defined below) under the Unsecured Rights Offering, the “Unsecured Commitment Parties”) have each committed (on a several and not joint basis) (A) to fully exercise all subscription rights issued to it in the Unsecured Rights Offering to purchase Unsecured Rights Offering Shares at the Per Share Price (the “Unsecured Subscription Rights” and such commitment, the “Unsecured Subscription Rights Commitment”), shall automatically be deemed, for all purposes and (B) to purchase its Unsecured Backstop Commitment Percentage (as defined below) of this Amended Agreement, any unsubscribed Unsecured Rights Offering Shares that are not purchased by the Dutch Auction, and holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties as part of the Unsecured Exchange, to have been validly tendered by such Consenting Noteholder in the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) at a purchase price equal to $875 per $1,000 in principal amount of such Notes; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction; and (c) Ascent and Monitronics hereby agree that each Consenting Noteholder’s Backstop Notes shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction and the Unsecured Exchange, to have been validly tendered into the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) by such Consenting Noteholder, at a purchase price equal to $875 per $1,000 in principal amount of such Notes, and Ascent shall accept and purchase all such Backstop Notes at such price and otherwise pursuant to and in accordance with the terms of the Dutch Auction at such price; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction. Nothing contained in this Section 8 shall in any way restrict or limit any Consenting Noteholder’s right or ability to otherwise participate in the Dutch Auction pursuant to the terms and conditions thereof, Rights Offering at a price equal per share (the “Discounted Per Share Price”) to $875 per $1,000 be determined using the Plan Value and applying a 25% discount thereto (which, for the avoidance of doubt, will result in principal amounta number of shares issued to the Unsecured Commitment Parties greater than the number of unsubscribed Unsecured Rights Offering Shares, or to account for the Discounted Per Share Price at which the unsubscribed Unsecured Rights Offering Shares are to be sold) (the “Unsecured Backstop Commitment” and, together with the Unsecured Subscription Rights Commitment, the “Unsecured Commitments”); and (ii) in connection with the Secured Rights Offering, certain holders of Allowed LINN Second Lien Notes Claims and/or their affiliates party thereto (collectively, together with their Related Transferees, the “Initial Secured Commitment Parties” and, together with any lower priceAdditional Commitment Parties under the Secured Rights Offering, the “Secured Commitment Parties”) have each committed (on a several and not joint basis) (A) to fully exercise all subscription rights issued to it in the Secured Rights Offering to purchase Secured Rights Offering Shares at the Per Share Price (the “Secured Subscription Rights” and, together with the Unsecured Subscription Rights, the “Subscription Rights” and such commitment, the “Secured Subscription Rights Commitment” and, together with the Unsecured Subscription Rights Commitment, the “Subscription Rights Commitment”), and (B) to purchase its Secured Backstop Commitment Percentage (as defined below) of any unsubscribed Secured Rights Offering Shares that are not purchased by the holders of Allowed LINN Second Lien Notes Claims that are not Secured Commitment Parties as part of the Secured Rights Offering at the Discounted Per Share Price (which, for the avoidance of doubt, will result in a number of shares issued to the Secured Commitment Parties greater than the number of unsubscribed Secured Rights Offering Shares, to account for the Discounted Per Share Price at which the unsubscribed Secured Rights Offering Shares are to be sold) (the “Secured Backstop Commitment” and, together with the Secured Subscription Rights Commitment, the “Secured Commitments”). The Secured Initial Commitment Parties, together with the Unsecured Initial Commitment Parties are referred to herein as the “Initial Commitment Parties”. The Secured Backstop Commitments, together with the Unsecured Backstop Commitments are referred to herein as the “Backstop Commitments”. The Secured Commitments, together with the Unsecured Commitments, are referred to herein as the “Commitments”. The obligations of the Initial Commitment Parties under the Backstop Commitment Letter are subject to, among other things, the execution and delivery of the Backstop Commitment Agreement (as defined below) not later than ten (10) business days after execution of the Backstop Commitment Letter, provided that such date may be extended by an additional ten (10) business days with the prior written consent of the Requisite Commitment Parties and the Company.

Backstop Commitments. In (a) On the Unsecured Exchange Transactionterms, in the event the Dutch Auction is conducted and the aggregate purchase price of all Tendered Notes is less than $100,000,000 (such shortfall, a “Dutch Auction Shortfall”), then on and subject to the terms and conditions of this Amended Agreement: (a) Ascent shall provide written notice thereof to each Consenting Noteholder (with a copy to the Consenting Noteholder Advisors) as promptly as practicable (conditions, and in no event more than 3 Business Days) after expiration reliance on the representations and warranties set forth in this Agreement (including the entry of the Dutch AuctionAgreement Order by the Bankruptcy Court and its becoming a Final Order), which notice shall set forth the amount each of the Dutch Auction Shortfall, the Aggregate Backstop Amount and such Consenting Noteholder’s Backstop Amount; (b) Each Consenting Noteholder Commitment Parties hereby agrees, severally and not jointly, that a portion upon exercise of the Notes Put Option to purchase on the Plan Effective Date, at the aggregate Exercise Price therefor, its Backstop Commitment Percentage of (i) all Unsubscribed Shares, (ii) solely in the event that is tendered into the Unsecured ExchangeNon- Ascent Restructuring Toggle occurs, in an aggregate principal amount a number of shares equal to its respective Backstop Amount the quotient (rounded to the nearest whole share) of $23,000,000 divided by the Exercise Price (the “Backstop NotesAscent Default Shares”), shall automatically be deemed, ) for all purposes of this Amended Agreement, the Dutch Auction, and the Unsecured Exchange, to have been validly tendered by such Consenting Noteholder in the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) at a an aggregate purchase price equal to $875 per 23 million and (iii) solely in the event that the Non- Ascent Restructuring Toggle shall not have occurred and the Net Cash Amount is less than $1,000 23,000,000 (but not less than $20,000,000), a number of shares equal to the quotient (rounded to the nearest whole share) of (x) $23,000,000 less the Net Cash Amount, divided by (y) the Exercise Price (the “Net Cash Shortfall Shares”) for an aggregate purchase price equal to the Net Cash Shortfall Amount. The Backstop Commitments are several, not joint, obligations of the Backstop Commitment Parties, such that no Backstop Commitment Party shall be liable or otherwise responsible for the Backstop Commitment of any other Backstop Commitment Party. The Unsubscribed Shares, Ascent Default Shares and Net Cash Shortfall Shares, as applicable, that each of the Backstop Commitment Parties is required to purchase pursuant to this Section 1.3(a) are collectively referred to herein as such Backstop Commitment Party’s “Backstop Commitment Shares”. (b) At least two (2) Business Days prior to the Plan Effective Date (the “Deposit Deadline”), each Backstop Commitment Party shall, severally and not jointly, deposit into the Backstop Escrow Account (as defined below), by wire transfer of immediately available funds pursuant to wire instructions set forth in principal the Backstop Purchase Notice, an amount equal to such Backstop Commitment Party’s Backstop Commitment Share Purchase Price. As used herein, “Backstop Escrow Account” means an escrow account established with a bank or trust company approved by Monitronics and each of such Notesthe Backstop Commitment Parties (the “Backstop Escrow Agent”), pursuant to an escrow agreement to be entered into between Monitronics, the Backstop Commitment Parties and the Backstop Escrow Agent, in form and substance reasonably satisfactory to the Requisite Commitment Parties and Monitronics (the “Backstop Escrow Agreement”); provided, however, that in lieu of such deemed tender an escrow account with a bank or trust company, Monitronics and the Requisite Commitment Parties may mutually agree to use a segregated bank account established by the Subscription Agent, in which event such segregated account shall not affect constitute the calculation of “Backstop Escrow Account” and the Dutch Auction Price or Subscription Agent shall constitute the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction; and (c) Ascent and Monitronics hereby agree that each Consenting Noteholder’s “Backstop Notes shall automatically be deemed, Escrow Agent” for all purposes of this Amended Agreement, the Dutch Auction and the Unsecured Exchange, to have been validly tendered into the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) by such Consenting Noteholder, at a purchase price equal to $875 per $1,000 in principal amount of such Notes, and Ascent shall accept and purchase all such Backstop Notes at such price and otherwise pursuant to and in accordance with the terms of the Dutch Auction at such price; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction. Nothing contained in this Section 8 shall in any way restrict or limit any Consenting Noteholder’s right or ability to otherwise participate in the Dutch Auction pursuant to the terms and conditions thereof, at a price equal to $875 per $1,000 in principal amount, or at any lower price.

Backstop Commitments. In 6.01. To provide assurance to the Unsecured Exchange TransactionCompany Parties that the Rights Offering will be fully subscribed, each of the Backstop Parties commits, severally and not jointly, to backstop the Rights Offering on the terms and subject to the conditions set forth in the event Backstop Purchase Agreement. Following the Dutch Auction is conducted Agreement Effective Date, each of the Backstop Parties and the aggregate Company Parties shall work together expeditiously and in good faith to negotiate, prepare, execute and deliver the Backstop Purchase Agreement (which, for the avoidance of doubt, shall contain terms and conditions consistent in all material respects with this Agreement and the Plan and shall otherwise be in form and substance reasonably acceptable to the Requisite Backstop Parties). 6.02. The Backstop Parties acknowledge and agree that 50.0% of the Rights Offering Securities shall be reserved for the Priority Backstop Parties, which shall be allocated to the Priority Backstop Parties on a pro rata basis (based on the respective Priority Backstop Commitment Percentages of the Priority Backstop Parties) and the Priority Backstop Parties shall be obligated to purchase price of all Tendered Notes is less than $100,000,000 (such shortfallRights Offering Securities based on their respective pro rata shares, a “Dutch Auction Shortfall”), then on and subject to the terms and conditions set forth in the Backstop Purchase Agreement. The Backstop Parties further acknowledge and agree that 50.0% of this Amended Agreement: the Rights Offering Securities shall be offered to all Rights Offering Participants on a pro rata basis (abased on their respective Pro Rata (as defined in the Plan) Ascent shall provide written notice thereof to each Consenting Noteholder (with a copy shares) and, to the Consenting Noteholder Advisors) as promptly as practicable extent that any such Rights Offering Securities are not subscribed for and purchased in the Rights Offering (and in no event more than 3 Business Days) after expiration the “Unsubscribed Shares”), then such Unsubscribed Shares shall be allocated to the Backstop Parties on a pro rata basis (based on the respective Backstop Commitment Percentages of the Dutch AuctionBackstop Parties) and the Backstop Parties shall be obligated to purchase such Unsubscribed Shares based on their respective pro rata shares, which notice shall subject to the terms and conditions set forth in the amount Backstop Purchase Agreement. 6.03. Pursuant to the Backstop Purchase Agreement, each Priority Backstop Party identified on Schedule 1 hereto with an asterisk (“*”) next to its name and any other Backstop Party approved by the Requisite Backstop Parties shall be entitled to elect, in lieu of purchasing Rights Offering Securities that such Priority Backstop Party is otherwise required to purchase pursuant to the Dutch Auction ShortfallBackstop Purchase Agreement, the Aggregate Backstop Amount and such Consenting Noteholder’s Backstop Amount; (b) Each Consenting Noteholder hereby agrees, severally and not jointly, that a portion of the Notes that is tendered into the Unsecured Exchange, to make Exit Term Loans in an aggregate principal amount equal to its respective Backstop Amount (the “Backstop Notes”), shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction, and the Unsecured Exchange, to have been validly tendered by such Consenting Noteholder in the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) at a purchase price equal to $875 per $1,000 in principal amount of such Notes; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction; and (c) Ascent and Monitronics hereby agree that each Consenting Noteholder’s Backstop Notes shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction and the Unsecured Exchange, to have been validly tendered into the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) by such Consenting Noteholder, at a purchase price equal to $875 per $1,000 in principal amount of such Notes, and Ascent shall accept and purchase aggregate across all such Backstop Notes at such price and otherwise pursuant Parties) not to and in accordance with exceed $5.0 million (excluding any yield on the terms of the Dutch Auction at such price; providedExit Term Loans, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price including any original issue discount or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction. Nothing contained in this Section 8 shall in any way restrict or limit any Consenting Noteholder’s right or ability to otherwise participate in the Dutch Auction pursuant to the terms and conditions thereof, at a price equal to $875 per $1,000 in principal amount, or at any lower pricecommitment premium).

Backstop Commitments. In (a) On the Unsecured Exchange Transactionterms, in the event the Dutch Auction is conducted and the aggregate purchase price of all Tendered Notes is less than $100,000,000 (such shortfall, a “Dutch Auction Shortfall”), then on and subject to the terms conditions (including the entry of the Backstop Order and conditions of this Amended Agreement: (athe Confirmation Order by the Bankruptcy Court and such orders becoming Final Orders) Ascent shall provide written notice thereof to each Consenting Noteholder (with a copy to the Consenting Noteholder Advisors) as promptly as practicable (and limitations, and in no event more than 3 Business Days) after expiration reliance on the representations and warranties set forth in this Agreement, each of the Dutch Auction, which notice shall set forth the amount of the Dutch Auction Shortfall, the Aggregate Backstop Amount and such Consenting Noteholder’s Backstop Amount; (b) Each Consenting Noteholder Parties hereby agrees, severally and not jointly, that a portion of to give the Notes that is tendered into Company the Unsecured Exchange, in an aggregate principal amount equal right to its respective require such Backstop Amount (the “Backstop Notes”), shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch AuctionParty, and upon exercise of such right by the Unsecured ExchangeCompany, each Backstop Party has agreed, to have been validly tendered by such Consenting Noteholder in purchase from the Dutch Auction (in lieu of having been tendered in Company, on the Unsecured Exchange) at a purchase price equal to $875 per $1,000 in principal amount of such Notes; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction; and (c) Ascent and Monitronics hereby agree that each Consenting Noteholder’s Backstop Notes shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction and the Unsecured Exchange, to have been validly tendered into the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) by such Consenting NoteholderEffective Date, at a purchase price equal to $875 per $1,000 in the total principal amount of such NotesUnsubscribed Securities, and Ascent its Backstop Commitment Percentage of all Unsubscribed Securities (with respect to each Backstop Party, the Unsubscribed Securities that it is required to purchase pursuant to this Section 1.2(a) are referred to herein as its “Backstop Commitment Securities”). The Backstop Commitments of the Backstop Parties are several, not joint, obligations of the Backstop Parties, such that no Backstop Party shall accept and purchase all be liable or otherwise responsible for the Backstop Commitment of any other Backstop Party. (b) On or prior to the date that is five (5) Business Days after the Company’s delivery of the Backstop Certificate to such Backstop Notes Party or (if applicable) such later date as is specified in the Backstop Notice (the “Deposit Deadline”), each Backstop Party shall, severally and not jointly, deposit into a segregated account of the Rights Offering Subscription Agent identified in the Backstop Certificate (the “Deposit Account”), by wire transfer of immediately available funds, an amount equal to the total principal amount of such Backstop Party’s Backstop Commitment Securities (such amount, such Backstop Party’s “Aggregate Purchase Price”). If the Closing has not occurred on or prior to the seventh (7th) Business Day following the Deposit Deadline (or, if a Funding Default shall have occurred, the seventh (7th) Business Day following the date on which the procedure described in Section 1.2(c) hereof shall have been completed), any funds deposited in the Deposit Account by a Backstop Party shall be returned by the Debtors to an account designated by such Backstop Party upon written request of such Backstop Party, subject to such Backstop Party’s obligation to re-deposit such funds at least one Business Day prior to any new anticipated Effective Date (provided that the Company provides at least two (2) Business Days written notice of such price and otherwise new anticipated Effective Date). (c) In the event that a Backstop Party defaults (a “Funding Default”) on its obligation to deposit the Aggregate Purchase Price for its Backstop Commitment Securities in the Deposit Account by the Deposit Deadline pursuant to Section 1.2(b) hereof (each such Backstop Party, a “Defaulting Backstop Party”), then each applicable Non-Defaulting Backstop Party shall have the right (the “Default Purchase Right”), but not the obligation, to elect to commit to purchase from the Company, at a purchase price equal to the total principal amount thereof, up to such Non-Defaulting Backstop Party’s Adjusted Commitment Percentage of all applicable Backstop Commitment Securities required to be purchased by such Defaulting Backstop Party pursuant to Section 1.2(a) but which such Defaulting Backstop Party did not make the required deposit in accordance with Section 1.2(b). Within two (2) Business Days after a Funding Default, the Company shall send a written notice to each applicable Non-Defaulting Backstop Party specifying (i) the aggregate purchase price (which shall be equal to the total principal amount of such Backstop Commitment Securities) for all applicable Backstop Commitment Securities subject to such Funding Default (collectively, the “Default Securities”) and (ii) the maximum principal amount of Default Securities that such Non-Defaulting Backstop Party may elect to commit to purchase (determined in accordance with the terms first sentence of this Section 1.2(c)). Each applicable Non-Defaulting Backstop Party will have two (2) Business Days after receipt of such notice to elect to exercise its Default Purchase Right by notifying the Dutch Auction at such price; provided, however, Company in writing of its election and specifying the total purchase price for Default Securities that it is committing to purchase (up to the maximum principal amount of Default Securities that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction. Nothing contained in this Section 8 shall in any way restrict or limit any Consenting Noteholder’s right or ability Non-Defaulting Backstop Party is permitted to otherwise participate in the Dutch Auction commit to purchase pursuant to the terms first sentence of this Section 1.2(c)). If any Non-Defaulting Backstop Party elects to commit to purchase less than the maximum principal amount of Default Securities that such Non-Defaulting Backstop Party is permitted to commit to purchase pursuant to the first sentence of this Section 1.2(c) or if any Non-Defaulting Backstop Party does not elect to commit to purchase any Default Securities within the two-Business Day period referred to in the immediately preceding sentence, then the Default Securities that such Non-Defaulting Backstop Party does not commit to purchase may be purchased by applicable Non-Defaulting Backstop Parties that exercised in full their respective Default Purchase Rights (the right to make such purchase to be made on a pro rata basis based on the respective applicable Adjusted Commitment Percentages of such Non-Defaulting Backstop Parties, and conditions thereofthe process for providing commitments for such purchases to be made by utilizing substantially the same procedures set forth in the two immediately preceding sentences). (d) If Non-Defaulting Backstop Parties elect to commit to purchase Default Securities in accordance with Section 1.2(c), at a price each Non-Defaulting Backstop Party that has elected to commit to purchase Default Securities hereby agrees, severally and not jointly, to deposit into the Deposit Account, by wire transfer of immediately available funds, an amount equal to $875 per $1,000 in principal amount, or at any lower pricethe purchase price for such Default Securities no later than two (2) Business Days after the date of such election.

Backstop Commitments. (a) On the terms, subject to the conditions (including the entry of the Confirmation Order by the Bankruptcy Court and the Confirmation Order becoming a Final Order) and limitations, and in reliance on the representations and warranties set forth in this Agreement, each of the Backstop Parties hereby, severally and not jointly, grants the Debtors the right to require such Backstop Party, and upon exercise of such right by the Debtors, each Backstop Party agrees, to purchase from UP Energy, on the Effective Date, at the aggregate Per Share Purchase Price therefor, its Backstop Commitment Percentage of all Unsubscribed Securities. The Backstop Base Commitments of the Backstop Parties are several, not joint, obligations of the Backstop Parties, such that no Backstop Party shall be liable or otherwise responsible for the Backstop Base Commitment of any other Backstop Party. The Unsubscribed Securities that each of the Backstop Parties is required to purchase pursuant to this Section 1.2(a) are referred to herein as such Backstop Party’s “Backstop Base Commitment Securities”. (b) On the terms, subject to the conditions (including the entry of the Confirmation Order by the Bankruptcy Court and the Confirmation Order becoming a Final Order) and limitations, and in reliance on the representations and warranties set forth in this Agreement, each of the Priority Backstop Parties hereby, severally and not jointly, grants the Debtors the right to require such Priority Backstop Party, and upon exercise of such right by the Debtors, each Priority Backstop Party agrees, to purchase from UP Energy, on the Effective Date, at the aggregate Per Share Purchase Price therefor, its Priority Backstop Commitment Percentage of all Priority Rights Offering Securities. The Backstop Priority Commitments of the Priority Backstop Parties are several, not joint, obligations of the Priority Backstop Parties, such that no Priority Backstop Party shall be liable or otherwise responsible for the Backstop Priority Commitment of any other Priority Backstop Party. The Priority Rights Offering Securities that each of the Priority Backstop Parties is required to purchase pursuant to this Section 1.2(b) are referred to herein as such Priority Backstop Party’s “Backstop Priority Commitment Securities”. (c) On or prior to the date that is three (3) Business Days prior to the anticipated Effective Date (but in no event shall such date be less than five (5) Business Days after the date on which the Backstop Funding Notice is delivered to the Backstop Parties) (the “Deposit Deadline”), each Backstop Party shall, severally and not jointly, deposit into an account (the “Deposit Account”) with, at the option of the Requisite Backstop Parties, the Rights Offering Subscription Agent or a bank or trust company approved by the Requisite Backstop Parties, by wire transfer of immediately available funds, an amount equal to the aggregate Per Share Purchase Price for such Backstop Party’s Backstop Commitment Securities (such Backstop Party’s “Aggregate Purchase Price”). If the Closing has not occurred on or prior to the later of (A) the fifth Business Day following the Deposit Deadline and (B) if a Funding Default shall have occurred, the fifth Business Day following the date on which the procedures described in Section 1.2(b) hereof shall have been completed, any funds deposited in the Deposit Account by a Backstop Party will be returned by the Debtors to an account designated by such Backstop Party upon written request of such Backstop Party. (d) In the Unsecured Exchange Transaction, event that a Backstop Party defaults (a “Funding Default”) on its obligation to deposit its Aggregate Purchase Price in the event Deposit Account by the Dutch Auction is conducted and the aggregate purchase price of all Tendered Notes is less than $100,000,000 Deposit Deadline pursuant to Section 1.2(c) hereof (each such shortfallBackstop Party, a “Dutch Auction ShortfallDefaulting Backstop Party”), then on and each applicable Non-Defaulting Backstop Party shall have the right (the “Default Purchase Right”), but not the obligation, to elect to commit to purchase from UP Energy, at the aggregate Per Share Purchase Price therefor, up to such Non-Defaulting Backstop Party’s Adjusted Commitment Percentage of all applicable Backstop Commitment Securities required to be purchased by the Defaulting Backstop Party pursuant to Section 1.2(a) and/or Section 1.2(b) but which such Defaulting Backstop Party did not make the required deposit in accordance with Section 1.2(c). Within two (2) Business Days after a Funding Default, the Company shall send a written notice (the “Default Notice”) to each applicable Non-Defaulting Backstop Party specifying (i) the aggregate Per Share Purchase Price for all applicable Backstop Commitment Securities subject to such Funding Default (collectively, the terms “Default Securities”) and conditions (ii) the maximum aggregate Per Share Purchase Price for Default Securities such Non-Defaulting Backstop Party may elect to commit to purchase (determined in accordance with the first sentence of this Amended Agreement:Section 1.2(d)). Each applicable Non-Defaulting Backstop Party will have three (3) Business Days after receipt of the Default Notice to elect to exercise its Default Purchase Right by notifying the Company in writing of its election and specifying the aggregate Per Share Purchase Price for Default Securities that it is committing to purchase (up to the maximum aggregate Per Share Purchase Price for Default Securities such Non-Defaulting Backstop Party is permitted to commit to purchase pursuant to the first sentence of this Section 1.2(d)). If any Non-Defaulting Backstop Party elects to commit to purchase less than the maximum amount of Default Securities such Non-Defaulting Backstop Party is permitted to commit to purchase pursuant to the first sentence of this Section 1.2(d) or if any Non-Defaulting Backstop Party does not elect to commit to purchase any Default Securities within the 3-Business Day period referred to in the immediately preceding sentence, then the Default Securities that such Non-Defaulting Backstop Party does not commit to purchase may be purchased by applicable Non-Defaulting Backstop Parties that exercised in full their respective Default Purchase Rights (the right to make such purchase to be made on a pro rata basis based on the respective applicable Adjusted Commitment Percentages of such Non-Defaulting Backstop Parties, and the process for providing commitments for such purchases to be made by utilizing substantially the same procedures set forth in the two immediately preceding sentences). To the extent the procedure described in the preceding sentence does not result in commitments by applicable Non-Defaulting Backstop Parties for all applicable Default Securities, such procedure shall be repeated until either (A) applicable Non-Defaulting Backstop Parties have elected to commit to purchase all of the applicable unsubscribed Default Securities or (B) applicable Non-Defaulting Backstop Parties have ceased providing elections to commit to purchase applicable unsubscribed Default Securities and the applicable Non-Defaulting Backstop Parties have not provided elections to commit to purchase all applicable Default Securities. (ae) Ascent shall provide written notice thereof If Non-Defaulting Backstop Parties elect to commit to purchase all (but not less than all) Default Securities in accordance with Section 1.2(d), each Consenting Noteholder (with a copy Non-Defaulting Backstop Party that has elected to the Consenting Noteholder Advisors) as promptly as practicable (and in no event more than 3 Business Days) after expiration of the Dutch Auction, which notice shall set forth the amount of the Dutch Auction Shortfall, the Aggregate Backstop Amount and such Consenting Noteholder’s Backstop Amount; (b) Each Consenting Noteholder commit to purchase Default Securities hereby agrees, severally and not jointly, to deposit into the Deposit Account, by wire transfer of immediately available funds, an amount equal to the aggregate Per Share Purchase Price for such Default Securities no later than two (2) Business Days after the day that a the Company has notified the Non-Defaulting Backstop Parties that Non-Defaulting Backstop Parties have elected to commit to purchase all (but not less than all) Default Securities. If Non-Defaulting Backstop Parties do not elect to commit to purchase all Default Securities in accordance with Section 1.2(d), then no Non-Defaulting Backstop Party shall be required to deposit in the Deposit Account any portion of the Notes that is tendered into Per Share Purchase Price for the Unsecured ExchangeDefault Securities which such Non-Defaulting Backstop Party may have elected to commit to purchase pursuant to Section 1.2(d) unless otherwise agreed to in writing by the Requisite Backstop Parties and then only on the terms agreed to in writing by the Requisite Backstop Parties. The Default Securities which a Backstop Party elects to purchase pursuant to Section 1.2(d), in an aggregate principal amount equal if any, together with such Backstop Party’s Backstop Base Commitment Securities and Put Option Securities, shall be referred to its respective herein as such Backstop Amount (the Party’s “Backstop NotesSecurities”. (f) Fractional Backstop Securities or fractional Backstop Priority Commitment Securities shall not be issued. Anything herein to the contrary notwithstanding, no Backstop Party shall be required or have the right to purchase or be issued any fractional Backstop Securities or fractional Backstop Priority Commitment Securities. If a Backstop Party would otherwise be required or have the right to purchase or be issued Backstop Securities or Backstop Priority Commitment Securities that includes a fraction of a share of New Common Stock, then such number of Backstop Securities or Backstop Priority Commitment Securities shall be rounded upward or downward to the nearest whole share of New Common Stock (with .5 of a share of New Common Stock being rounded up), and no Backstop Party shall automatically be deemed, for all receive any payment or other distribution in respect of any fraction of a share of New Common Stock such Backstop Party does not receive as a result of such a rounding down. For purposes of this Amended Agreementdetermining whether a Backstop Party would otherwise receive a fraction of a share of New Common Stock, the Dutch Auction, total number of Rights Offering Securities (including Backstop Priority Commitment Securities) and the Unsecured Exchange, Backstop Securities to have been validly tendered by such Consenting Noteholder in the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) at a purchase price equal be issued to $875 per $1,000 in principal amount of such Notes; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction; and (c) Ascent and Monitronics hereby agree that each Consenting Noteholder’s Backstop Notes shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction and the Unsecured Exchange, to have been validly tendered into the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) by such Consenting Noteholder, at a purchase price equal to $875 per $1,000 in principal amount of such Notes, and Ascent shall accept and purchase all such Backstop Notes at such price and otherwise pursuant to and in accordance with the terms of the Dutch Auction at such price; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction. Nothing contained in this Section 8 shall in any way restrict or limit any Consenting Noteholder’s right or ability to otherwise participate in the Dutch Auction Party pursuant to the terms Rights Offering and conditions thereof, at a price equal to $875 per $1,000 in principal amount, or at any lower pricethis Agreement shall be aggregated.

Backstop Commitments. In (a) On the Unsecured Exchange Transactionterms, in the event the Dutch Auction is conducted and the aggregate purchase price of all Tendered Notes is less than $100,000,000 (such shortfall, a “Dutch Auction Shortfall”), then on and subject to the terms conditions (including, without limitation, the entry of the Backstop Order by the Bankruptcy Court and conditions of this Amended Agreement: (athe Backstop Order becoming a Final Order) Ascent shall provide written notice thereof to each Consenting Noteholder (with a copy to the Consenting Noteholder Advisors) as promptly as practicable (and limitations, and in no event more than 3 Business Days) after expiration reliance on the representations and warranties set forth in this Agreement, each of the Dutch Auction, which notice shall set forth the amount of the Dutch Auction Shortfall, the Aggregate Backstop Amount and such Consenting Noteholder’s Backstop Amount; (b) Each Consenting Noteholder Parties hereby agrees, severally and not jointly, that a portion of to give the Notes that is tendered into Debtors the Unsecured Exchange, in an aggregate principal amount equal right to its respective require such Backstop Amount (the “Backstop Notes”), shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch AuctionParty, and upon exercise of such right by the Unsecured ExchangeDebtors, each Backstop Party has agreed, to have been validly tendered by such Consenting Noteholder in purchase from the Dutch Auction (in lieu Company, on the Effective Date, at the aggregate Purchase Price therefor, its Backstop Commitment Percentage of having been tendered in the Unsecured Exchange) at a purchase price equal to $875 per $1,000 in principal amount of such all Unsubscribed Notes; provided, however, that no Backstop Party shall be required to purchase Unsubscribed Notes pursuant to this Section 1.2(a) with an aggregate original principal amount that exceeds the Backstop Commitment Amount of such deemed tender shall not affect the calculation Backstop Party. The Backstop Commitments of the Dutch Auction Price Backstop Parties are several, not joint, obligations of the Backstop Parties, such that no Backstop Party shall be liable or otherwise responsible for the payment thereof for Backstop Commitment of any other Backstop Party. If a group of Backstop Parties that are Affiliates of one another purchase Rights Offering Notes in the Rights Offering in an aggregate original principal amount that is less than the product of (a) the aggregate Backstop Commitment Percentages of such Backstop Parties and (b) the Rights Offering Amount, then such Affiliated Backstop Parties shall be required to purchase Unsubscribed Notes such that no such deficiency exists and such obligation shall constitute the Backstop Commitments of such Affiliated Backstop Parties (it being understood that such obligation to purchase such Unsubscribed Notes shall be satisfied prior to determining the Backstop Commitments of all other Backstop Parties). The Unsubscribed Notes that each of the Backstop Parties is required to purchase pursuant to this Section 1.2(a) are accepted and purchased by Ascent in the Dutch Auction; andreferred to herein as such Backstop Party’s “Backstop Commitment Notes”. (cb) Ascent On or prior to the date that is three (3) Business Days prior to the anticipated Effective Date (the “Deposit Deadline”), each Backstop Party, or an Affiliate thereof, shall, severally and Monitronics hereby agree that each Consenting Noteholdernot jointly, deposit or cause to be deposited into an account (the “Deposit Account”) with the Subscription Agent, by wire transfer of immediately available funds, an amount equal to the aggregate Purchase Price for such Backstop Party’s Backstop Commitment Notes shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction and the Unsecured Exchange, to have been validly tendered into the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) by such Consenting Noteholder, at a purchase price equal to $875 per $1,000 in principal amount of such Notes, and Ascent shall accept and purchase all such Backstop Notes at such price and otherwise pursuant to and in accordance with the terms of the Dutch Auction at such priceParty’s “Purchase Price”); provided, however, that such deemed tender shall not affect at the calculation election of the Dutch Auction Required Backstop Parties, the Deposit Account shall be established with a bank or trust company approved by the Company and the Required Backstop Parties (such account, the “Escrow Account” and such bank or trust company that maintains the Escrow Account, the “Escrow Agent”) pursuant to an escrow agreement, in form and substance reasonably acceptable to the Required Backstop Parties and the Company (the “Escrow Agreement”). If the Required Backstop Parties elect to establish an Escrow Account, (i) any reference in this Agreement (x) to the “Deposit Account” shall refer instead to the “Escrow Account” and (y) where applicable, to the “Subscription Agent” shall refer instead to the “Escrow Agent”, and (ii) any deposit made into the Escrow Account shall be pursuant to terms of the Escrow Agreement. (c) In the event that a Backstop Party defaults (a “Funding Default”) on its obligation to deposit its Purchase Price or in the payment thereof for any other Deposit Account by the Deposit Deadline pursuant to Section 1.2(b) hereof (each such Backstop Party, a “Defaulting Backstop Party”), then each Backstop Party that is not a Defaulting Backstop Party (each, a “Non-Defaulting Backstop Party”) shall have the right (the “Default Purchase Right”), but not the obligation, to elect to commit to purchase from the Company, at the aggregate Purchase Price therefor, up to such Non-Defaulting Backstop Party’s Adjusted Commitment Percentage of all Backstop Commitment Notes required to be purchased by the Defaulting Backstop Party pursuant to Section 1.2(a) but with respect to which such Defaulting Backstop Party did not make the required deposit in accordance with Section 1.2(b). Within two (2) Business Days after a Funding Default, the Company shall send a written notice to each Non-Defaulting Backstop Party specifying (x) the aggregate original principal amount of Backstop Commitment Notes subject to such Funding Default (collectively, the “Default Notes”) and (y) the maximum aggregate original principal amount of Default Notes such Non-Defaulting Backstop Party may elect to commit to purchase (determined in accordance with the first sentence of this Section 1.2(c)). Each Non-Defaulting Backstop Party will have two (2) Business Days after receipt of such notice to elect to exercise its Default Purchase Right by notifying the Company in writing of its election and specifying the aggregate original principal amount of Default Notes that are accepted and purchased by Ascent in it is committing to purchase (up to the Dutch Auction. Nothing contained in this Section 8 shall in any way restrict or limit any Consenting Noteholder’s right or ability maximum aggregate original principal amount of Default Notes such Non-Defaulting Backstop Party is permitted to otherwise participate in the Dutch Auction commit to purchase pursuant to the terms first sentence of this Section 1.2(c)). If any Non-Defaulting Backstop Party commits to purchase less than the maximum amount of Default Notes such Non-Defaulting Backstop Party is permitted to commit to purchase pursuant to the first sentence of this Section 1.2(c) or if any Non-Defaulting Backstop Party does not elect to commit to purchase any Default Notes within the 2-Business Day period referred to in the immediately preceding sentence, then the Default Notes that such Non-Defaulting Backstop Party does not commit to purchase may be (but are not obliged to be) purchased by Non-Defaulting Backstop Parties that exercised in full their respective Default Purchase Rights (such Non-Defaulting Backstop Parties electing to purchase, the “Final Optional Parties”) (the right to make such purchase to be made on a pro rata basis among the Final Optional Parties based on the remaining unsubscribed Default Notes, or as otherwise agreed among the Final Optional Parties, and conditions thereofthe process for providing commitments for such purchases to be made by mutual agreement between such Final Optional Parties and notification of such agreement, at a price if any, and allocation to be made to the Company). (d) If the Non-Defaulting Backstop Parties elect to commit to purchase all (but not less than all) Default Notes in accordance with Section 1.2(c) (including by agreement of any Final Optional Parties), the Company shall notify such Non-Defaulting Backstop Parties in writing of the same. No later than one (1) Business Day after the day that the Company has notified the Non-Defaulting Backstop Parties, each Non-Defaulting Backstop Party that has elected to commit to purchase any portion of the Default Notes hereby agrees, severally and not jointly, to deposit into the Deposit Account, by wire transfer of immediately available funds, an amount equal to $875 per its portion of the aggregate Purchase Price for such Default Notes. If Non-Defaulting Backstop Parties do not elect to commit to purchase all Default Notes in accordance with this Section 1.2(c) (and there is no agreement by any Final Option Parties), then no Non-Defaulting Backstop Party shall be required to deposit in the Deposit Account any portion of the Purchase Price for the Default Notes which such Non-Defaulting Backstop Party may have elected to commit to purchase pursuant to Section 1.2(c) unless otherwise agreed to in writing by the Required Backstop Parties and then only on the terms agreed in writing by the Required Backstop Parties. The Default Notes with respect to which a Backstop Party elects to purchase pursuant to Section 1.2(c), if any, together with such Backstop Party’s Backstop Commitment Notes and Put Option Notes, shall be referred to herein as such Backstop Party’s “Backstop Notes”. (e) Each Backstop Note shall be in an original principal amount of $1,000 and integral multiples thereof. Fractional Backstop Notes shall not be issued. Anything herein to the contrary notwithstanding, no Backstop Party shall be required or have the right to purchase or be issued any fractional Backstop Notes. If a Backstop Party would otherwise be required or have the right to purchase or be issued Backstop Notes with an aggregate original principal amount that is not a multiple of $1,000, then such number of Backstop Notes shall be rounded upward or downward to the nearest multiple of $1,000 (with an aggregate original principal amount of at least $500 being rounded upward and less than $500 being rounded downward), and no Backstop Party shall receive any payment or other distribution in respect of any fraction of a Backstop Note such Backstop Party does not receive as a result of such rounding down or be required to provide any consideration for any fraction of a Backstop Note received as a result of such rounding up; provided, however, that (x) if any such rounding would result in the aggregate original principal amountamount of the Rights Offering Notes and the Backstop Commitment Notes to be more than the Rights Offering Amount being issued on the Effective Date, or at the Backstop Party with the smallest amount that was rounded up to the nearest multiple of $1,000 shall instead be rounded down to the nearest multiple of $1,000 and such adjustment shall be repeated with each successive Backstop Party with the smallest amount that was so rounded up until the aggregate original principal amount of the Rights Offering Notes and the Backstop Commitment Notes that will be issued on the Effective Date will equal the Rights Offering Amount, and (y) if any lower pricesuch rounding would result in the aggregate original principal amount of the Rights Offering Notes and the Backstop Commitment Notes to be less than the Rights Offering Amount being issued on the Effective Date, the Backstop Party with the greatest amount that was rounded down to the nearest multiple of $1,000 shall instead be rounded up to the nearest multiple of $1,000 and such adjustment shall be repeated with each successive Backstop Party with the greatest amount that was so rounded down until the aggregate original principal amount of the Rights Offering Notes and Backstop Commitment Notes that will be issued on the Effective Date will equal the Rights Offering Amount. Notwithstanding anything herein to the contrary, in the event that the number of Backstop Commitment Notes that a Backstop Party is required to purchase hereunder is rounded up in accordance with the immediately preceding sentence, the Backstop Commitment Amount shall also be rounded up in a similar manner.

Backstop Commitments. In (a) On the Unsecured Exchange Transactionterms, in the event the Dutch Auction is conducted and the aggregate purchase price of all Tendered Notes is less than $100,000,000 (such shortfall, a “Dutch Auction Shortfall”), then on and subject to the terms and conditions of this Amended Agreement: (a) Ascent shall provide written notice thereof to each Consenting Noteholder (with a copy to the Consenting Noteholder Advisors) as promptly as practicable (conditions, and in no event more than 3 Business Days) after expiration reliance on the representations and warranties set forth in this Agreement (including the entry of the Dutch AuctionAgreement Order by the Bankruptcy Court and its becoming a Final Order), which notice shall set forth the amount each of the Dutch Auction Shortfall, the Aggregate Backstop Amount and such Consenting Noteholder’s Backstop Amount; (b) Each Consenting Noteholder Commitment Parties hereby agrees, severally and not jointly, that a portion upon exercise of the Notes Put Option to purchase on the Plan Effective Date, at the aggregate Exercise Price therefor, its Backstop Commitment Percentage of (i) all Unsubscribed Shares, (ii) solely in the event that is tendered into the Unsecured ExchangeNon-Ascent Restructuring Toggle occurs, in an aggregate principal amount a number of shares equal to its respective Backstop Amount the quotient (rounded to the nearest whole share) of $23,000,000 divided by the Exercise Price (the “Backstop NotesAscent Default Shares”), shall automatically be deemed, ) for all purposes of this Amended Agreement, the Dutch Auction, and the Unsecured Exchange, to have been validly tendered by such Consenting Noteholder in the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) at a an aggregate purchase price equal to $875 per 23 million and (iii) solely in the event that the Non-Ascent Restructuring Toggle shall not have occurred and the Net Cash Amount is less than $1,000 23,000,000 (but not less than $20,000,000), a number of shares equal to the quotient (rounded to the nearest whole share) of (x) $23,000,000 less the Net Cash Amount, divided by (y) the Exercise Price (the “Net Cash Shortfall Shares”) for an aggregate purchase price equal to the Net Cash Shortfall Amount. The Backstop Commitments are several, not joint, obligations of the Backstop Commitment Parties, such that no Backstop Commitment Party shall be liable or otherwise responsible for the Backstop Commitment of any other Backstop Commitment Party. The Unsubscribed Shares, Ascent Default Shares and Net Cash Shortfall Shares, as applicable, that each of the Backstop Commitment Parties is required to purchase pursuant to this Section 1.3(a) are collectively referred to herein as such Backstop Commitment Party’s “Backstop Commitment Shares”. (b) At least two (2) Business Days prior to the Plan Effective Date (the “Deposit Deadline”), each Backstop Commitment Party shall, severally and not jointly, deposit into the Backstop Escrow Account (as defined below), by wire transfer of immediately available funds pursuant to wire instructions set forth in principal the Backstop Purchase Notice, an amount equal to such Backstop Commitment Party’s Backstop Commitment Share Purchase Price. As used herein, “Backstop Escrow Account” means an escrow account established with a bank or trust company approved by Monitronics and each of such Notesthe Backstop Commitment Parties (the “Backstop Escrow Agent”), pursuant to an escrow agreement to be entered into between Monitronics, the Backstop Commitment Parties and the Backstop Escrow Agent, in form and substance reasonably satisfactory to the Requisite Commitment Parties and Monitronics (the “Backstop Escrow Agreement”); provided, however, that in lieu of such deemed tender an escrow account with a bank or trust company, Monitronics and the Requisite Commitment Parties may mutually agree to use a segregated bank account established by the Subscription Agent, in which event such segregated account shall not affect constitute the calculation of “Backstop Escrow Account” and the Dutch Auction Price or Subscription Agent shall constitute the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction; and (c) Ascent and Monitronics hereby agree that each Consenting Noteholder’s “Backstop Notes shall automatically be deemed, Escrow Agent” for all purposes of this Amended Agreement, the Dutch Auction and the Unsecured Exchange, to have been validly tendered into the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) by such Consenting Noteholder, at a purchase price equal to $875 per $1,000 in principal amount of such Notes, and Ascent shall accept and purchase all such Backstop Notes at such price and otherwise pursuant to and in accordance with the terms of the Dutch Auction at such price; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction. Nothing contained in this Section 8 shall in any way restrict or limit any Consenting Noteholder’s right or ability to otherwise participate in the Dutch Auction pursuant to the terms and conditions thereof, at a price equal to $875 per $1,000 in principal amount, or at any lower price.