Common use of Backstop Commitments Clause in Contracts

Backstop Commitments. Subject to the terms and conditions of the Backstop Commitment Letter, dated as of October 7, 2016 (the “Backstop Commitment 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”), and (B) to purchase its Unsecured Backstop Commitment Percentage (as defined below) of any unsubscribed Unsecured Rights Offering Shares that are not purchased by the holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties as part of the Unsecured Rights Offering at a price per share (the “Discounted Per Share Price”) to be determined using the Plan Value and applying a 25% discount thereto (which, for the avoidance of doubt, will result in a number of shares issued to the Unsecured Commitment Parties greater than the number of unsubscribed Unsecured Rights Offering Shares, 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 Additional 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. Subject 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 Commitment LetterAmount and such Consenting Noteholder’s Backstop Amount; (b) Each Consenting Noteholder hereby agrees, dated as severally and not jointly, that a portion of October 7the Notes that is tendered into the Unsecured Exchange, 2016 in an aggregate principal amount equal to its respective Backstop Amount (the “Backstop Commitment LetterNotes”): (i) in connection with ), shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction, and the Unsecured Rights OfferingExchange, certain holders to have been validly tendered by such Consenting Noteholder in the Dutch Auction (in lieu 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 having been tendered in the Unsecured Rights Offering Exchange) at a purchase price equal to purchase Unsecured Rights Offering Shares at $875 per $1,000 in principal amount of such Notes; provided, however, that such deemed tender shall not affect the Per Share 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 (the “Unsecured Subscription Rights” c) Ascent and such commitmentMonitronics 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 Subscription Rights Commitment”)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 (B) Ascent shall accept and purchase all such Backstop Notes at such price and otherwise pursuant to purchase its Unsecured Backstop Commitment Percentage (as defined below) 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 unsubscribed Unsecured Rights Offering Shares other Notes that are not accepted and purchased by Ascent in the holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties as part of 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 Unsecured Rights Offering Dutch Auction pursuant to the terms and conditions thereof, at a price equal to $875 per share (the “Discounted Per Share Price”) to be determined using the Plan Value and applying a 25% discount thereto (which$1,000 in principal amount, for the avoidance of doubt, will result in a number of shares issued to the Unsecured Commitment Parties greater than the number of unsubscribed Unsecured Rights Offering Shares, to account for the Discounted Per Share Price or 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 Additional 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 Companylower price.

Backstop Commitments. Subject (a) On the terms, subject to the terms and conditions (including, without limitation, the entry of the Backstop Commitment LetterOrder by the Bankruptcy Court and the Backstop Order becoming a Final Order) and limitations, dated as and in reliance on the representations and warranties set forth in this Agreement, each of October 7the Backstop Parties hereby agrees, 2016 (the “Backstop Commitment 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 severally and not joint basis) (A) jointly, to fully give the Debtors the right to require such Backstop Party, and upon exercise all subscription rights issued to it in of such right by the Unsecured Rights Offering Debtors, each Backstop Party has agreed, to purchase Unsecured Rights Offering Shares from the Company, on the Effective Date, at the Per Share aggregate Purchase Price (the “Unsecured Subscription Rights” and such commitmenttherefor, the “Unsecured Subscription Rights Commitment”), and (B) to purchase its Unsecured Backstop Commitment Percentage (as defined belowof 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 Backstop Party. The Backstop 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 Commitment of any unsubscribed Unsecured other Backstop Party. If a group of Backstop Parties that are Affiliates of one another purchase Rights Offering Shares that are not purchased by Notes in the holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties as part of the Unsecured Rights Offering at a price per share (the “Discounted Per Share Price”) to be determined using the Plan Value and applying a 25% discount thereto (which, for the avoidance of doubt, will result in a number of shares issued to the Unsecured Commitment Parties greater an aggregate original principal amount that is less than the number product of unsubscribed Unsecured (a) the aggregate Backstop Commitment Percentages of such Backstop Parties and (b) the Rights Offering SharesAmount, to account for the Discounted Per Share Price at which the unsubscribed Unsecured Rights Offering Shares are to then such Affiliated Backstop Parties shall 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 Additional 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 required 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” Unsubscribed Notes such that no such deficiency exists and such commitment, obligation shall constitute the “Secured Subscription Rights Commitment” and, together with the Unsecured Subscription Rights Commitment, the “Subscription Rights Commitment”), and Backstop Commitments of such Affiliated Backstop Parties (B) it being understood that such obligation to purchase its Secured such Unsubscribed Notes shall be satisfied prior to determining the Backstop Commitment Percentage (as defined below) Commitments 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 all other Backstop Commitment” and, together with the Secured Subscription Rights Commitment, the “Secured Commitments”Parties). The Secured Initial Commitment Parties, together with Unsubscribed Notes that each of the Unsecured Initial Commitment Backstop Parties is required to purchase pursuant to this Section 1.2(a) are referred to herein as such Backstop Party’s “Backstop Commitment Notes”. (b) On or prior to the date that is three (3) Business Days prior to the anticipated Effective Date (the “Initial Deposit Deadline”), each Backstop Party, or an Affiliate thereof, shall, severally and not 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 (such Backstop Party’s “Purchase Price”); provided, however, that at the election of the 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 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 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 it is committing to purchase (up to the maximum aggregate original principal 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)). 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 the process for providing commitments for such purchases to be made by mutual agreement between such Final Optional Parties and notification of such agreement, 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 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 Secured Default Notes with respect to which a Backstop CommitmentsParty elects to purchase pursuant to Section 1.2(c), if any, together with the Unsecured such Backstop Commitments are Party’s Backstop Commitment Notes and Put Option Notes, shall be referred to herein as the such Backstop Party’s “Backstop CommitmentsNotes”. (e) Each Backstop Note shall be in an original principal amount of $1,000 and integral multiples thereof. The Secured CommitmentsFractional Backstop Notes shall not be issued. Anything herein to the contrary notwithstanding, together 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 Unsecured Commitmentsnearest multiple of $1,000 (with an aggregate original principal amount of at least $500 being rounded upward and less than $500 being rounded downward), are referred 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 herein 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 “Commitments”. The obligations aggregate original principal amount of the Initial Commitment Parties under Rights Offering Notes and the Backstop Commitment Letter are subject to, among other thingsNotes to be more than the Rights Offering Amount being issued on the Effective Date, the execution 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 delivery 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 Agreement Notes that will be issued on the Effective Date will equal the Rights Offering Amount, and (as defined belowy) not later than ten (10) business days after execution if any such rounding would result in the aggregate original principal amount of the Rights Offering Notes and the Backstop Commitment LetterNotes to be less than the Rights Offering Amount being issued on the Effective Date, provided that such date may be extended by an additional ten (10) business days the Backstop Party with the prior written consent 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 Requisite Rights Offering Notes and Backstop Commitment Parties and Notes that will be issued on the CompanyEffective 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. Subject (a) On the terms, subject to the terms and conditions (including the entry of the Backstop Commitment LetterOrder and the Confirmation Order by the Bankruptcy Court and such orders becoming Final Orders) and limitations, dated as and in reliance on the representations and warranties set forth in this Agreement, each of October 7the Backstop Parties hereby agrees, 2016 (the “Backstop Commitment 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 severally and not joint basis) (A) jointly, to fully give the Company the right to require such Backstop Party, and upon exercise all subscription rights issued to it in of such right by the Unsecured Rights Offering Company, each Backstop Party has agreed, to purchase Unsecured Rights Offering Shares from the Company, on the Effective Date, at a purchase price equal to the Per Share Price (the “Unsecured Subscription Rights” and total principal amount of such commitmentUnsubscribed Securities, the “Unsecured Subscription Rights Commitment”), and (B) to purchase its Unsecured Backstop Commitment Percentage of all Unsubscribed Securities (as defined below) of any unsubscribed Unsecured Rights Offering Shares that are not purchased by the holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties as part of the Unsecured Rights Offering at a price per share (the “Discounted Per Share Price”) with respect to be determined using the Plan Value and applying a 25% discount thereto (which, for the avoidance of doubt, will result in a number of shares issued to the Unsecured Commitment Parties greater than the number of unsubscribed Unsecured Rights Offering Shares, to account for the Discounted Per Share Price at which the unsubscribed Unsecured Rights Offering Shares are to be sold) (the “Unsecured each Backstop Commitment” and, together with the Unsecured Subscription Rights CommitmentParty, 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 Additional 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 Unsubscribed Securities that it in the Secured Rights Offering is required 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 (Bpursuant to this Section 1.2(a) 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 its “Initial Backstop Commitment PartiesSecurities”). The Secured Backstop Commitments, together with the Unsecured Backstop Commitments of the Backstop Parties are referred to herein as the “Backstop Commitments”. The Secured Commitmentsseveral, together with the Unsecured Commitmentsnot joint, are referred to herein as the “Commitments”. The obligations of the Initial Commitment Parties under Backstop Parties, such that no Backstop Party shall be liable or otherwise responsible for the Backstop Commitment Letter are subject to, among of any other things, Backstop Party. (b) On or prior to the execution and date that is five (5) Business Days after the Company’s delivery of the Backstop Certificate to such Backstop 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 Agreement Securities (as defined belowsuch 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 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 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 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 Non-Defaulting Backstop Party is permitted to commit to purchase pursuant to the 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 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). (d) If Non-Defaulting Backstop Parties elect to commit to purchase Default Securities in accordance with Section 1.2(c), 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 the purchase price for such Default Securities no later than ten two (102) business days Business Days after execution the date 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 Companyelection.

Backstop Commitments. Subject (a) On the terms, subject to the terms conditions, and conditions in reliance on the representations and warranties set forth in this Agreement (including the entry of the Agreement Order by the Bankruptcy Court and its becoming a Final Order), each of the Backstop Commitment LetterParties hereby agrees, dated as severally and not jointly, upon exercise of October 7the Put Option to purchase on the Plan Effective Date, 2016 at the aggregate Exercise Price therefor, its Backstop Commitment Percentage of (i) all Unsubscribed Shares, (ii) solely in the event that the Non-Ascent Restructuring Toggle occurs, a number of shares equal to the quotient (rounded to the nearest whole share) of $23,000,000 divided by the Exercise Price (the “Ascent Default Shares”) for an aggregate purchase price equal to $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 $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 LetterParties, 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”): . (ib) in connection with At least two (2) Business Days prior to the Unsecured Rights OfferingPlan Effective Date (the “Deposit Deadline”), certain holders of Allowed LINN Unsecured Notes Claims and/or their affiliates party thereto (collectivelyeach Backstop Commitment Party shall, together with their Related Transferees severally and not jointly, deposit into the Backstop Escrow Account (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) by wire transfer of immediately available funds pursuant to fully exercise all subscription rights issued to it wire instructions set forth in the Unsecured Rights Offering Backstop Purchase Notice, an amount equal to purchase Unsecured Rights Offering Shares at the Per Share Price (the “Unsecured Subscription Rights” and such commitment, the “Unsecured Subscription Rights Commitment”), and (B) to purchase its Unsecured Backstop Commitment Percentage (as defined below) of any unsubscribed Unsecured Rights Offering Shares that are not purchased by the holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties as part of the Unsecured Rights Offering at a price per share (the “Discounted Per Share Price”) to be determined using the Plan Value and applying a 25% discount thereto (which, for the avoidance of doubt, will result in a number of shares issued to the Unsecured Commitment Parties greater than the number of unsubscribed Unsecured Rights Offering Shares, 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 Additional 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 Party’s 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 (whichPurchase Price. As used herein, 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 Escrow Account” means an escrow account established 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 a bank or trust company approved by Monitronics and delivery each of the Backstop Commitment Agreement Parties (as defined below) not later than ten (10) business days after execution of the “Backstop Escrow Agent”), pursuant to an escrow agreement to be entered into between Monitronics, the Backstop Commitment LetterParties and the Backstop Escrow Agent, provided that such date may be extended by an additional ten (10) business days with the prior written consent of in form and substance reasonably satisfactory to the Requisite Commitment Parties and Monitronics (the Company“Backstop Escrow Agreement”); provided, however, that in lieu of such 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 constitute the “Backstop Escrow Account” and the Subscription Agent shall constitute the “Backstop Escrow Agent” for all purposes of this Agreement.

Backstop Commitments. Subject (a) On the terms, subject to the terms conditions (including the entry of the Confirmation Order by the Bankruptcy Court and conditions 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 Commitment LetterParties hereby, dated as of October 7, 2016 (the “Backstop Commitment 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 severally and not joint basis) (A) jointly, grants the Debtors the right to fully require such Backstop Party, and upon exercise all subscription rights issued to it in of such right by the Unsecured Rights Offering Debtors, each Backstop Party agrees, to purchase Unsecured Rights Offering Shares from UP Energy, on the Effective Date, at the aggregate Per Share Purchase Price (the “Unsecured Subscription Rights” and such commitmenttherefor, the “Unsecured Subscription Rights Commitment”), and (B) to purchase its Unsecured Backstop Commitment Percentage (as defined below) 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 unsubscribed Unsecured Rights Offering Shares other Backstop Party. The Unsubscribed Securities that are not purchased by the holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties as part each of the Unsecured Rights Offering at a price per share (the “Discounted Per Share Price”) to be determined using the Plan Value and applying a 25% discount thereto (which, for the avoidance of doubt, will result in a number of shares issued to the Unsecured Commitment Backstop Parties greater than the number of unsubscribed Unsecured Rights Offering Shares, 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 Additional 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 is required 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 (Bpursuant to this Section 1.2(a) 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 such Backstop Party’s “Backstop Base Commitment Securities”. (b) On the “Initial 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 Parties”Percentage of all Priority Rights Offering Securities. The Secured Backstop CommitmentsPriority Commitments of the Priority Backstop Parties are several, together with not joint, obligations of the Unsecured Priority Backstop Commitments 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 CommitmentsParty 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 event that a Backstop Party defaults (a “Funding Default”) on its obligation to deposit its Aggregate Purchase Price in the Deposit Account by the Deposit Deadline pursuant to Section 1.2(c) 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 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 “Default Securities”) and (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 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. (e) 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 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 the aggregate Per Share Purchase Price for such Default Securities no later than two (2) Business Days after the day that 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 Per Share Purchase Price for the Default 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 Secured CommitmentsDefault Securities which a Backstop Party elects to purchase pursuant to Section 1.2(d), if any, together with the Unsecured Commitmentssuch Backstop Party’s Backstop Base Commitment Securities and Put Option Securities, are shall be referred to herein as such Backstop Party’s “Backstop Securities”. (f) Fractional Backstop Securities or fractional Backstop Priority Commitment Securities shall not be issued. Anything herein to the “Commitments”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. The obligations 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 Initial Commitment Parties under the nearest whole share of New Common Stock (with .5 of a share of New Common Stock being rounded up), and no Backstop Commitment Letter are subject to, among Party shall receive any payment or other thingsdistribution 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 determining whether a Backstop Party would otherwise receive a fraction of a share of New Common Stock, the execution total number of Rights Offering Securities (including Backstop Priority Commitment Securities) and delivery of Backstop Securities to be issued to such Backstop Party pursuant to the Backstop Commitment Rights Offering and this Agreement (as defined below) not later than ten (10) business days after execution of the Backstop Commitment Letter, provided that such date may shall be extended by an additional ten (10) business days with the prior written consent of the Requisite Commitment Parties and the Companyaggregated.

Backstop Commitments. Subject (a) On the terms, subject to the terms conditions, and conditions in reliance on the representations and warranties set forth in this Agreement (including the entry of the Agreement Order by the Bankruptcy Court and its becoming a Final Order), each of the Backstop Commitment LetterParties hereby agrees, dated as severally and not jointly, upon exercise of October 7the Put Option to purchase on the Plan Effective Date, 2016 at the aggregate Exercise Price therefor, its Backstop Commitment Percentage of (i) all Unsubscribed Shares, (ii) solely in the event that the Non- Ascent Restructuring Toggle occurs, a number of shares equal to the quotient (rounded to the nearest whole share) of $23,000,000 divided by the Exercise Price (the “Ascent Default Shares”) for an aggregate purchase price equal to $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 $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 LetterParties, 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”): . (ib) in connection with At least two (2) Business Days prior to the Unsecured Rights OfferingPlan Effective Date (the “Deposit Deadline”), certain holders of Allowed LINN Unsecured Notes Claims and/or their affiliates party thereto (collectivelyeach Backstop Commitment Party shall, together with their Related Transferees severally and not jointly, deposit into the Backstop Escrow Account (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) by wire transfer of immediately available funds pursuant to fully exercise all subscription rights issued to it wire instructions set forth in the Unsecured Rights Offering Backstop Purchase Notice, an amount equal to purchase Unsecured Rights Offering Shares at the Per Share Price (the “Unsecured Subscription Rights” and such commitment, the “Unsecured Subscription Rights Commitment”), and (B) to purchase its Unsecured Backstop Commitment Percentage (as defined below) of any unsubscribed Unsecured Rights Offering Shares that are not purchased by the holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties as part of the Unsecured Rights Offering at a price per share (the “Discounted Per Share Price”) to be determined using the Plan Value and applying a 25% discount thereto (which, for the avoidance of doubt, will result in a number of shares issued to the Unsecured Commitment Parties greater than the number of unsubscribed Unsecured Rights Offering Shares, 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 Additional 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 Party’s 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 (whichPurchase Price. As used herein, 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 Escrow Account” means an escrow account established 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 a bank or trust company approved by Monitronics and delivery each of the Backstop Commitment Agreement Parties (as defined below) not later than ten (10) business days after execution of the “Backstop Escrow Agent”), pursuant to an escrow agreement to be entered into between Monitronics, the Backstop Commitment LetterParties and the Backstop Escrow Agent, provided that such date may be extended by an additional ten (10) business days with the prior written consent of in form and substance reasonably satisfactory to the Requisite Commitment Parties and Monitronics (the Company“Backstop Escrow Agreement”); provided, however, that in lieu of such 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 constitute the “Backstop Escrow Account” and the Subscription Agent shall constitute the “Backstop Escrow Agent” for all purposes of this Agreement.