Common use of Bankruptcy Court Approval Clause in Contracts

Bankruptcy Court Approval. (a) Promptly after the date hereof, CTC shall file the Plan of Reorganization with the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seeking, among other things, the entry of an order of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are material.

Bankruptcy Court Approval. (a) Promptly after This Agreement is subject to the date hereofapproval of the Bankruptcy Court. As such, CTC this Agreement, including the respective releases and the transfers provided for in this Agreement, and all of the other terms, shall file be of no force and effect and shall not give rise to any obligations on the Plan part of Reorganization with any of the Parties hereto, until the Bankruptcy Court has approved this Agreement and entered an appropriate order or orders (an "Approval Order") in the form Cases approving and effecting this Agreement, including, but not limited to, the releases and transfers required by this Agreement. The approval by the Bankruptcy Court of Exhibit B hereto this Agreement may be requested in conjunction with the confirmation of the Plan so that the Approval Order is the Confirmation Order, provided however, in the event that the effective date of the Plan (the "PORPlan Effective Date") seekingwill not or is not anticipated to be the date that is 11 days after the confirmation hearing, among other thingsunless the Parties agree in writing to a different date, then the entry of an order of Debtors shall request that the Bankruptcy Court also enter a separate Approval Order (the "Bankruptcy Court Release and Injunction Order") that authorizes ), which may become a Final Order irrespective of the Merger and Confirmation Order, at the related transactions contemplated by this Agreement and hearing on the confirmation of the PORPlan. The Bankruptcy Court Order and the POR must Any Approval Order, including any Confirmation Order, (i) shall be in form and substance satisfactory acceptable to NCO; providedKPN, however, that CTC may make non-material changes with respect to the POR without provisions in such Approval Order that impact this Agreement and/or the consent of NCO. Notwithstanding KPN Entities, the foregoing Debtors, and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holdersKPN; (ii) any changes to any of the release provisions contained in the PORshall approve this Agreement; (iii) shall provide for the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions releases contained in Paragraphs 6 through 9 of this Agreement; (viiiv) any material change shall provide for the injunction in Paragraph 9 of this Agreement; and (v) shall provide for the transfers contained in Paragraph 11 and Paragraph 12 of this Agreement. In the event that both a Confirmation Order and a Release and Injunction Order are submitted to the treatment Bankruptcy Court for entry, both such Approval Orders shall provide for the releases and injunctions contained in this Agreement. The first Approval Order shall provide, and the Parties agree, that upon its entry by the Bankruptcy Court, the Debtors' First Adversary, the Debtors’ Second Adversary, and the Trade Creditor Preference Adversaries shall be dismissed with prejudice and the respective releases shall become effective, and the Parties further agree that they will take all steps necessary or classification appropriate to effect such dismissal with prejudice and release. The Parties shall cooperate in good faith with respect to seeking the Bankruptcy Court's approval of this Agreement and all of its terms (including, but not limited to, the beneficiaries under transfers required by Paragraph 11 and Paragraph 12 of this Agreement), and the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment entry of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialall Approval Orders.

Bankruptcy Court Approval. (a) Promptly after In the date hereof, CTC shall file event that the Plan Company is or becomes a debtor under Chapter 11 of Reorganization with the Bankruptcy Court Code, whether voluntarily or involuntarily, the Company shall seek an order authorizing the employment of Xxxxxxxx Xxxxx pursuant to the terms of this Agreement, as a professional person pursuant to, and subject to the standard of review of, Section 328(a) of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and applicable local rules and orders and not subject to any other standard of review under Section 330 of the Bankruptcy Code. In so agreeing to seek Xxxxxxxx Lokey’s retention under Section 328(a) of the Bankruptcy Code, the Company acknowledges that it believes that Xxxxxxxx Lokey’s general restructuring experience and expertise, its knowledge of the capital markets and its merger and acquisition capabilities will inure to the benefit of the Company in pursuing any Transaction, that the value to the Company of Xxxxxxxx Lokey’s services derives in substantial part from that expertise and experience and that, accordingly, the structure and amount of the contingent Transaction Fee(s) is reasonable regardless of the number of hours to be expended by Xxxxxxxx Lokey’s professionals in the form performance of Exhibit B hereto (the "POR") seekingservices to be provided hereunder. The Company shall submit Xxxxxxxx Lokey's employment application as soon as practicable following the Company’s filing of a voluntary Chapter 11 case, among other things, or the entry of an order for relief in any involuntary case filed against the Company, and use its best efforts to cause such application to be considered on the most expedited basis. The employment application and the proposed order authorizing employment of Xxxxxxxx Xxxxx shall be provided to Xxxxxxxx Xxxxx as much in advance of any Chapter 11 filing as is practicable, and must be acceptable to Xxxxxxxx Xxxxx in its sole discretion. Following entry of the order authorizing the employment of Xxxxxxxx Xxxxx, the Company shall pay all fees and expenses due pursuant to this Agreement, as approved by the court having jurisdiction of the bankruptcy case involving the Company (the “Bankruptcy Court”), as promptly as possible in accordance with the terms of this Agreement and the order of such Bankruptcy Court, the Bankruptcy Code, the Bankruptcy Rules and applicable local rules and orders, and will work with Xxxxxxxx Xxxxx to promptly file any and all necessary applications regarding such fees and expenses with the Bankruptcy Court. Xxxxxxxx Xxxxx shall have no obligation to provide services under this Agreement in the event that the Company becomes a debtor under the Bankruptcy Code unless Xxxxxxxx Lokey’s retention under this Agreement is approved under Section 328(a) of the Bankruptcy Code by final order of the Bankruptcy Court (no longer subject to appeal, rehearing, reconsideration or petition for certiorari, and which is acceptable to Xxxxxxxx Xxxxx in all respects. If the "Bankruptcy Court Order") that authorizes order authorizing the Merger employment of Xxxxxxxx Xxxxx is not obtained, or is later reversed or set aside for any reason, Xxxxxxxx Xxxxx may terminate this Agreement, and the related transactions contemplated by this Agreement Company shall reimburse Xxxxxxxx Xxxxx for all fees and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes expenses reasonably incurred prior to the POR without the consent date of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained hereinexpiration or termination, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any requirements of the release provisions contained Bankruptcy Code, Bankruptcy Rules and applicable local rules and orders. Prior to commencing a Chapter 11 case, the Company shall pay all amounts due and payable to Xxxxxxxx Xxxxx in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the cash. The terms and provisions of this Agreement; (vii) any material change to Section are solely for the treatment benefit of Xxxxxxxx Xxxxx, and may be waived, in whole or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialpart, only by Xxxxxxxx Xxxxx.

Bankruptcy Court Approval. (a) Promptly after In the date hereof, CTC shall event any of Indemnitors file the Plan of Reorganization with for relief under the Bankruptcy Court in Code and Surety determines that it is necessary or desirable that bankruptcy court approval be obtained with respect to this Agreement or the form transactions contemplated hereunder, subject to compliance with law and any applicable orders of Exhibit B hereto (the "POR") seekingbankruptcy court, trustee, receiver or equivalent Person, Indemnitors will use their respective reasonable best efforts to obtain a court order which, among other things, the entry of an order of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) determines that this Agreement (and any increases other Surety Credit Documents entered into by Indemnitors with Surety) was proposed by Surety in the payments or distributions to good faith and should be received by unsecured creditors or equity holdersapproved; (ii) determines that Surety is a creditor who gave "new value" and entered into a "contemporaneous exchange for value" with Indemnitors as contemplated by the Bankruptcy Code, including, but not limited to, Sections 547(a)(2) and 547(c) of the Bankruptcy Code, when entering into this Agreement (and any changes to other documents entered into by any of Indemnitors with Surety) and that the release transfers made by Indemnitors do not constitute preferences under the provisions contained in of Section 547 of the PORBankruptcy Code; (iii) the addition of authorizes and directs Indemnitors, as applicable, to ratify this Agreement (and any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claimother Surety Credit Documents entered into by Indemnitors with Surety); (iv) authorizes and directs Indemnitors, as applicable, to execute, deliver, perform under, consummate, and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the assumption or rejection of executory contractstransactions contemplated in this Agreement; (v) authorizes claims and recourse by Surety against the Collateral for any changes to the conditions to the Effective Date of the POR or reason set forth in this Agreement (and any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the PORother documents entered into by Indemnitors with Surety); and (vi) approves any change to post petition security interest, as provided in Section 552 of the POR which would make the same inconsistent with the terms and Bankruptcy Code. The provisions of this Agreement; (vii) Section 15 will apply regardless of whether any material change of Indemnitors is a debtor in any bankruptcy cases. In such event, and at the request of Surety, Indemnitors, as applicable, will promptly make any filings, take all actions, and use their respective best efforts to the treatment obtain any and all other approvals and orders necessary or classification appropriate for consummation of the beneficiaries under transactions contemplated in this Agreement, subject to their obligations to comply with any order of any bankruptcy court. In the Litigation Trust; (viii) event an appeal is taken, or a stay pending appeal is requested, from any changes affecting the Services Agreement order entered in any bankruptcy proceeding, Indemnitors, as applicable, will immediately notify Surety of such appeal or the ability stay request and will provide to assume any existing servicing agreements and assignment Surety within one business day a copy of the same related notice of appeal or order of stay. Any of Indemnitors, as applicable, will also provide Surety with written notice of any motion or application filed in connection with any appeal from either of such orders. Indemnitors will cooperate in providing such information and evidence as is necessary to NCOFS; or (ix) obtain the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall orders described in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialthis Section 15.

Bankruptcy Court Approval. Purchaser and Seller hereby acknowledge that Seller is a debtor and debtor-in-possession in the Bankruptcy Case under the Bankruptcy Code pending in the Bankruptcy Court. Seller shall, on or before January 28, 2011, or such later date as may be agreed by Purchaser in its sole discretion, obtain entry of the Interim Order (aas hereinafter defined) Promptly and shall within five (5) days after entry of the Interim Order or such later date hereof, CTC shall as may be agreed by Purchaser in its sole discretion file the Plan of Reorganization a motion with the Bankruptcy Court in pursuant to Federal Rule of Bankruptcy Procedure 9013 and Sections 363 and 365 of the form Bankruptcy Code (“the Sale Motion”) seeking (i) final approval of Exhibit B hereto (the "POR") seeking, among other things, the LOI and this Agreement and entry of an order Order approving the sale of the Assets to Purchaser, free and clear of all Liens, claims, security interests, interests, and Encumbrances pursuant to Section 363 of the Bankruptcy Code (except for the Permitted Liens, if any), and (ii) assumption and assignment of the Assumed Liabilities, the executory contracts and unexpired leases as designated by Purchaser, if any. Seller shall use its best efforts to obtain Bankruptcy Court approval of the Sale Motion as soon as practicable; provided, however, if a Final Order (as hereinafter defined) of the Bankruptcy Court is not obtained on or before March 15, 2011, or such later date to which the Parties may agree, Purchaser may terminate the Transactions and Seller shall promptly return the Purchaser Deposit without offset or reduction. This Agreement shall be subject to entry of a Final Order of the Bankruptcy Court (“the "Bankruptcy Court Final Order"” or “the Sale Order”) that authorizes approving the Merger and (i) Sale Motion, (ii) this Agreement, (iii) the related transactions contemplated by this Agreement and confirmation sale of the POR. The Bankruptcy Court Order Assets to Purchaser free and clear of all liens, claims, interests, and encumbrances, in the POR must be in form and substance satisfactory approved by Purchaser, (iv) finding that the Seller and Purchaser are acting in good faith and the Transaction is in good faith for purposes of Section 363(m) of the Bankruptcy Code; (v) the assumption and assignment of the executory contracts and unexpired leases that may be designated by Purchaser; and (vi) waiving the fourteen (14) day stay under Rule 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure and making such Sale Order effective and enforceable immediately. As a condition to NCOPurchaser’s obligations hereunder, the Bankruptcy Court shall have entered a Final Order approving the sale in a form and substance acceptable to Purchaser, as to which no appeals or motions for rehearing are pending and as to which no stay is issued and the time for filing same has expired; provided, however, that CTC if an appeal or motion for rehearing is pending, Purchaser may make non-material changes to waive the POR without requirement for a Final Order and close the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each Transaction provided there is no stay of the following changes to effects of such Final Order. For purposes hereof, the POR (Motion seeking entry of the Interim Order may also be the same motion as the Sale Motion, and the Bankruptcy Court Interim Order to and the extent Final Order may be contained in the same effectuates order of the Court, however, the Interim Order must be timely entered by the deadline set forth hereinabove. The term and provisions of any Plan of Reorganization (“the Plan”) filed by Seller if filed before a change in the POR) shall be sale to Purchaser is final are subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with Purchaser and must incorporate the terms and provisions of in the LOI and in this Agreement; (vii) any material change to the treatment or classification . Entry of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability Sale Order is a condition precedent to assume any existing servicing agreements and assignment closing of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialTransaction.

Bankruptcy Court Approval. (a) Promptly after The Payment Order and the date hereof, CTC Scheduling Order shall file the Plan of Reorganization with have been entered by the Bankruptcy Court in the form of Exhibit B hereto and shall contain terms and conditions reasonably satisfactory to Buyer and Sellers. The Bankruptcy Court shall have entered an order (the "POR") seeking, among other things, the entry of an order of the Bankruptcy Court (the "Bankruptcy Court Sale Order") that authorizes approving the Merger and the related transactions contemplated by this Agreement and confirmation Agreement, any motion for rehearing or reconsideration of the PORSale Order shall have been denied, the time allowed for appeals of the Sale Order shall have expired without appeals being taken or if the Sale Order shall have been appealed, no stay thereof shall be in effect. The Bankruptcy Court Sale Order and the POR must be in form and substance satisfactory to NCO; provided, however, shall provide that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in this Agreement and the payments or distributions to be received by unsecured creditors or equity holderstransactions contemplated herein are approved; (ii) any changes to any the transfer of the release provisions contained in Assets by Sellers to Buyer will be a legal, valid and effective transfer of the PORAssets notwithstanding any requirement for approval or consent by any Person; (iii) the addition Sellers have good and valid title to the Assets and such title shall be transferred to Buyer or its designees free of (x) all Liens and claims, other than Permitted Liens, and (y) all rights or options to effect any class forfeiture, modification or termination of Sellers' or Buyer's interest in the Assets by reason of such transfer, and any such Liens or claims or equity interests, deletion which existed prior to the sale of any class of claims or equity interests or the reclassification of an equity interest or claimAssets shall attach to the Consideration paid to the Sellers; (iv) Buyer is purchasing the assumption or rejection Assets in good faith within the meaning of executory contractsss. 363(m) of the Bankruptcy Code; (v) any changes the consideration to be paid by Buyer for the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the PORAssets is fair and reasonable; (vi) any change to there exist exigent business reasons for the POR which would make sale of the same inconsistent with the terms and provisions of this AgreementAssets contemplated hereby; (vii) any material change to such sale is in the treatment or classification best interests of the beneficiaries under the Litigation TrustSellers' estates, their creditors and equity security holders; (viii) any changes affecting the Services Agreement or the ability there has been proper and adequate notice given to assume any existing servicing agreements and assignment all parties required by law to receive notice of the same to NCOFSsale; or (ix) the treatment Assets have been adequately marketed and will lose value absent a sale; (x) the requirements of ss. 363 of the Secured Claim Bankruptcy Code have been met; (xi) provided a plan of Sunrock. Items (i) - (ix) above reorganization for Sellers is confirmed in the Bankruptcy Cases, the issuance and sale of the Preferred Shares is exempt from registration under the Securities Act and all applicable state securities laws pursuant to Section 1145 of the Bankruptcy Code and neither Buyer nor EqualNet shall in no way be deemed to be a limitation successor to the Sellers for any purpose, including claims arising out of the Employee Benefit Plans, other than ss.1145 of the Bankruptcy Code; and (xii) in accordance with Sections 1146(c) and 105(a) of the Bankruptcy Code, the transfer of the Assets to Buyer is not subject to taxation under any state or local law imposing a stamp or similar tax on such transfer. The Sale Order shall not impose any material obligations on the "materiality" provision contained EqualNet Parties or Sellers not contemplated herein. Nothing in this Agreement shall preclude Sellers or Buyer from consummating the transactions contemplated herein and NCO reserves if Buyer, in its rights as to sole discretion, waives the requirement that the Sale Order or any other changes order shall have become final orders. No notice of such waiver of this or any other condition to Closing need be given except to Sellers, as explicitly required in this Agreement, it being the intention of the parties hereto that Buyer shall be entitled to, and as to whether is not waiving, the same are materialprotection of Section 363(m) of the Bankruptcy Code, the mootness doctrine and any similar statute or body of law if the Closing occurs in the absence of final orders.

Bankruptcy Court Approval. The terms and conditions of this Agreement is subject to an Order from the United States Bankruptcy Court, Southern District of New York (aCase No. 20-22476 In Re: Frontier Communications Corporation, et al.) Promptly after approving the sale pursuant to the terms of Section 105(a) and 363 of Title 11 of the United States Bankruptcy Code. The Seller and the Purchaser have executed this Agreement as of the date hereof, CTC shall file first above written. IN THE PRESENCE OF: SELLER: THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY d/b/a FRONTIER COMMUNICATIONS CORPORATION By: Name: Its PURCHASER: STONE POINT PROPERTIES LLC By: Name: Xxxxxxx Xxxxx Its Manager Agreed to and Accepted by (as to Section 5 only): ESCROW AGENT: CONNECTICUT ATTORNEYS TITLE INSURANCE COMPANY By Name: Its: List of Exhibits Exhibit “A” - Survey showing the Plan of Reorganization with the Bankruptcy Court in the form of Premises Exhibit “A-1” - Legal Description Exhibit B – Access Agreement Exhibit C – Post Closing Escrow Agreement Exhibit “A” Real Property The legal description is attached hereto as Exhibit “A-1”. EXHIBIT “A-1” LEGAL DESCRIPTION EXHIBIT B ACCESS AGREEMENT THIS ACCESS AGREEMENT (this “Access Agreement”) is entered into as of this day of , 2020 (the "POR"“Effective Date”), by and between THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY d/b/a FRONTIER COMMUNICATIONS CORPORATION (“Seller”) seekingand STONE POINT PROPERTIES LLC, among other thingsor its assigns, (“Purchaser”). Seller and Purchaser hereby agree this is the entry Access Agreement described in Section 20(d) of that certain Purchase and Sale Agreement having an order of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating July , 2020 made between Seller and Purchaser with respect to the entry Premises (the “Purchase Agreement”). As such, all terms and conditions herein shall survive the closing of any orders, Confirmation Date or Effective Date under the POR; (vi) any change title to the POR which would make Premises, from Seller to Purchaser. Capitalized terms used herein that are defined in the Purchase Agreement shall have the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained meaning herein and NCO reserves its rights as to any other changes and as to whether the same are materialtherein.

Bankruptcy Court Approval. (a) Promptly after Notwithstanding any provision to the date hereof, CTC shall file contrary in the Plan of Reorganization with Liquidation approved in Xxxx’x Chapter 11 proceedings pending in the Bankruptcy Court, Xxxx and/or the Disbursing Agent appointed in the Bankruptcy Case shall file a motion (the "Motion") under Rule 9021 of the Federal Rules of Bankruptcy Procedure seeking an order from the Bankruptcy Court in approving this Agreement and authorizing and directing Xxxx and/or the form Disbursing Agent to perform the terms of Exhibit B hereto the settlement described herein. Upon approval by the Bankruptcy Court of this Agreement and the settlement described herein and the expiration of any appeal period therefrom, or should such an appeal be taken, then upon the dismissal of that appeal (collectively, “Final Approval”), the Escrow Agent shall release to the Disbursing Agent the Payment, plus any accrued interest, less the attorney’s fees and expenses previously agreed by Xxxx to be paid to its counsel, Xxxxx Xxxxxx LLP (the "POR") seeking“Authorized Counsel Fees and Expenses”). Upon Final Approval, among other things, Xxxxx Xxxxxx LLP shall be immediately authorized to apply that portion of the entry Payment attributable to Authorized Counsel Fees and Expenses in full and final satisfaction of an order of the Authorized Counsel Fees and Expenses. If this Agreement and the settlement described herein are not approved by the Bankruptcy Court (or, as the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated case may be, by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory any appellate court to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and which the Bankruptcy Court Order to order is appealed), then this Agreement, including the extent the same effectuates a change Mutual General Releases described in the POR) Paragraph 4 below, shall be subject null and void, all amounts held by the Escrow Agent, including accrued interest, shall be returned to Platinum, and the prior written approval of NCO: (i) any increases in the payments or distributions to parties agree that no statutory interest shall be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation accrued on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether Judgment from the same are materialdate on which Payment was made until the date on which Payment was returned.

Bankruptcy Court Approval. (a) Promptly In the event any of Indemnitors file for relief under the Bankruptcy Code after the date hereofEffective Date and Surety determines that it is necessary or desirable that bankruptcy court approval be obtained with respect to this Agreement or the transactions contemplated hereunder, CTC shall file subject to compliance with law and any applicable orders of the Plan of Reorganization with the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seekingbankruptcy court, trustee, receiver or equivalent Person, Indemnitors will use their respective reasonable best efforts to obtain a court order which, among other things, the entry of an order of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) determines that this Agreement (and any increases other Surety Credit Documents entered into by Indemnitors with Surety) was proposed by Surety in the payments or distributions to good faith and should be received by unsecured creditors or equity holdersapproved; (ii) determines that Surety is a creditor who gave “new value” and entered into a “contemporaneous exchange for value” with Indemnitors as contemplated by the Bankruptcy Code, including, but not limited to, Sections 547(a)(2) and 547(c) of the Bankruptcy Code, when entering into this Agreement (and any changes to other documents entered into by any of Indemnitors with Surety) and that the release transfers made by Indemnitors do not constitute preferences under the provisions contained in of Section 547 of the PORBankruptcy Code; (iii) the addition of authorizes and directs Indemnitors, as applicable, to ratify this Agreement (and any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claimother Surety Credit Documents entered into by Indemnitors with Surety); (iv) authorizes and directs Indemnitors, as applicable, to execute, deliver, perform under, consummate, and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the assumption or rejection of executory contractstransactions contemplated in this Agreement; (v) authorizes claims and recourse by Surety against the Collateral for any changes to the conditions to the Effective Date of the POR or reason set forth in this Agreement (and any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the PORother documents entered into by Indemnitors with Surety); and (vi) approves any change to post petition security interest, as provided in Section 552 of the POR which would make the same inconsistent with the terms and Bankruptcy Code. The provisions of this Agreement; (vii) Section 15 will apply regardless of whether any material change of Indemnitors is a debtor in any bankruptcy cases. In such event, and at the request of Surety, Indemnitors, as applicable, will promptly make any filings, take all actions, and use their respective best efforts to the treatment obtain any and all other approvals and orders necessary or classification appropriate for consummation of the beneficiaries under transactions contemplated in this Agreement, subject to their obligations to comply with any order of any bankruptcy court. In the Litigation Trust; (viii) event an appeal is taken, or a stay pending appeal is requested, from any changes affecting the Services Agreement order entered in any bankruptcy proceeding, Indemnitors, as applicable, will immediately notify Surety of such appeal or the ability stay request and will provide to assume any existing servicing agreements and assignment Surety within one business day a copy of the same related notice of appeal or order of stay. Any of Indemnitors, as applicable, will also provide Surety with written notice of any motion or application filed in connection with any appeal from either of such orders. Indemnitors will cooperate in providing such information and evidence as is necessary to NCOFS; or (ix) obtain the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall orders described in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialthis Section 15.

Bankruptcy Court Approval. The Seller shall use reasonable commercial efforts to obtain approval from the United States Bankruptcy Court for the Southern District of New York (athe “Bankruptcy Court”) Promptly after the date hereof, CTC shall file the Plan of Reorganization its entering into this Settlement Agreement (“Bankruptcy Court Approval”). The Seller hereby agrees to make all necessary filings with the Bankruptcy Court and to take all commercially reasonable efforts to obtain such approval as promptly as practicable, and further agrees to provide to the Purchaser copies of any such filings. Notwithstanding any other provision of this Settlement Agreement to (he contrary, the parties understand and agree that this Settlement Agreement shall be null and void and of no further force or effect (except as provided below in the form of Exhibit B hereto this Section 4) if, for any reason, Bankruptcy Court Approval is not obtained on or before September 30, 2001 (the "POR"“Termination Date”). To the extent Bankruptcy Court Approval is not obtained by the Termination Date, notwithstanding the time periods set forth in Section 2.4(b) seeking, among other thingsof the Purchase Agreement, the entry Seller and the Purchaser shall, within ten (10) days from such date, jointly retain an Accounting Firm to resolve all Items of an order Dispute and then follow the subsequent dispute resolutions procedures contained in Section 2.4(b) of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger Purchase Agreement. The Seller and the related transactions contemplated Purchaser hereby acknowledge and agree that, notwithstanding the execution and delivery of this Settlement Agreement by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard parties hereto or any provision contained herein, CTC agrees that each no portion of the following changes Escrow Amount shall be deemed to be an asset or property of the Seller until such time, if any, as the Seller Escrow Amount is released to the POR (Seller in accordance with the terms hereof and the Bankruptcy Court Order Escrow Agreement, and then only to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialSeller Escrow Amount.

Bankruptcy Court Approval. Except as expressly set forth herein, if any petition for bankruptcy has been filed by or against any Seller, then this Agreement shall terminate and the Parties shall have no further obligations under this Agreement, unless (ai) Promptly (A) if it is an involuntary bankruptcy petition, such petition shall have been dismissed, denied or rejected in an order (the “Denial Order”) by the bankruptcy court with jurisdiction over such petition (the “Bankruptcy Court”), entered within ninety (90) days of filing of the involuntary petition or (B) if it is a voluntary bankruptcy petition commencing a voluntary bankruptcy case, such bankruptcy case shall have been dismissed (the “Voluntary Dismissal Order”), or the Receiver or the debtor shall have been authorized by the Bankruptcy Court to promptly close with Buyer on the transactions contemplated pursuant to this Agreement, within ninety (90) days after the date hereoffiling of the bankruptcy case pursuant to an order by the bankruptcy court with jurisdiction over the case, CTC in a form reasonably acceptable to Buyer (a “Sale Approval Order” and interchangeably with the Denial Order and the Voluntary Dismissal Order, the “Bankruptcy Court Order”); and (ii) following the issuance of the Bankruptcy Court Order: (A) no request for stay of the Bankruptcy Court Order is pending, no such stay is in effect, and, if any deadline for filing any such request is designated by statute or rule, it has passed, including any extensions thereof; (B) no petition for rehearing or reconsideration of the Bankruptcy Court Order is pending before the Bankruptcy Court and the time for filing any such request has passed; and (C) the Bankruptcy Court Order is not then under judicial review, there is no notice of appeal or other application for judicial review pending, and the deadline for filing such notice of appeal or other application for judicial review has passed (the “Bankruptcy Conditions”). In the event of the filing of a voluntary bankruptcy petition by Seller, the Receiver shall, within twenty (20) days after such filing, file under Bankruptcy Code Section 543(c)(1) with the bankruptcy court having jurisdiction over the case and use commercially reasonable efforts to prosecute a motion (the “Sale Motion”) seeking (i) entry of the Sale Approval Order, and (ii) if the Sale Approval Order provides for a sale under Bankruptcy Code Section 363 (as opposed to relief from the automatic stay to enable the sale to proceed under the jurisdiction of the Alameda Court), providing for appropriate bidding protections (including a three percent (3%) break-up fee and an expense reimbursement in the event of a successful overbid) for the Buyer prior to any auction process (the “Bid Procedures Order”). The Seller will take no action to sell the assets that are the subject of this Agreement to a third party without first obtaining the Bid Procedures Order. The Receiver shall have no obligation to seek any other Bankruptcy Court Order other than the Sale Approval Order and the Bid Procedures Order in the context of a voluntary bankruptcy filing by Seller, in the event any voluntary or involuntary bankruptcy petition is filed against or by Seller, and would only do so in her sole and absolute discretion, and (y) if the Receiver shall fail to file the Plan Sale Motion within twenty (20) days following the filing of Reorganization a bankruptcy petition by or against Seller, then this Agreement shall be terminable by the Buyer. No Party shall have an obligation to file appeals, motions for reconsideration or any other similar pleadings or requests with respect to any Bankruptcy Court Order (including, without limitation, a Sale Approval Order and the Bid Procedures Order), that is denied by the applicable governmental authority, or to pursue or defend appeals or motions to reconsider or similar pleadings or requests filed by any person or entity in connection with any Bankruptcy Court Order (including, without limitation, a Sale Approval Order and the Bid Procedures Order). Buyer shall have a reasonable opportunity to review and comment upon all filings with the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seekingmade under this Section, among other things, the entry of an order of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must such filings shall be reasonably acceptable in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialBuyer.

Bankruptcy Court Approval. Promptly following the execution of this Agreement (aand in no event later than one (1) Promptly after the date hereof, CTC shall file the Plan of Reorganization with the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seeking, among other thingsbusiness day thereafter), the entry of Debtor will seek an order of from the Bankruptcy Court (the "Bankruptcy Court OrderAPPROVAL ORDER") that authorizes which (i) approves the Merger sale of the Purchased Assets to Buyer on the terms and the related transactions contemplated by conditions set forth in this Agreement and confirmation of authorizes the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory Debtor to NCO; providedproceed with this transaction, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any includes a specific finding that Buyer is a good faith purchaser of the release provisions contained in the POR; Purchased Assets, (iii) states that the addition sale of any class the Purchased Assets to Buyer shall be free and clear of claims or equity interestsall liens, deletion of any class of claims or equity claims, interests or the reclassification of an equity interest or claim; and encumbrances whatsoever, (iv) approves the Debtor's assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same Leases (collectively, the "SECTION 365 CONTRACTS") pursuant to NCOFS; or (ix) the treatment Section 365 of the Secured Claim United States Bankruptcy Code and orders the Debtor xx xxx xxx xxxxxxxxxxx xxx xxxxr cure amounts payable to the other parties to the Section 365 Contracts as a condition to such assumption and assignment, and (v) orders that the Buyer's use of Sunrockthe Bakers or Wild Pair trade name, and the sale at retail by Buyer of men's and/or women's fashion footwear, including related accessories, in the Acquired Stores which will use the Wild Pair trade name, all as set forth on SCHEDULE 7.5 attached hereto, shall be permissible under the terms of the applicable Leases notwithstanding any contrary restrictions regarding the use of the name or the sale of ladies' footwear and accessories only. Items (i) - (ix) above Without limiting the foregoing, the terms of the Approval Order shall in no way be satisfactory to Buyer; provided however, the Buyer shall be deemed a limitation to have waived all of the foregoing requirements by consenting to the form of the Approval Order entered by the Bankruptcy Court. The Debtor shall use its commercially reasonable efforts to obtain entry of the Approval Order on or before January 31, 2001. Both Buyer's and Debtor's obligations to consummate the "materiality" provision contained herein sale and NCO reserves its rights as to any other changes and as to whether purchase of the same Purchased Assets are materialconditioned upon the Bankruptcy Court's entry of the Approval Order.

Bankruptcy Court Approval. (a) Promptly after The terms of the date hereof, CTC shall file settlement set forth herein are expressly conditioned on the Plan Parties' execution of Reorganization with the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seeking, among other things, this Agreement and the entry of an a final order of the Bankruptcy Court approving this Agreement (the "Bankruptcy Court Approval Order") that authorizes ). For purposes of this Agreement, a final order shall mean an order as to which no appeal has been timely brought or, if an appeal has been timely brought, as to which no stay has been obtained. The Parties shall fully cooperate to have the Merger and the related transactions contemplated by terms of this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and approved by the Bankruptcy Court Order as soon as reasonably possible, including making a joint request to the extent Bankruptcy Court to schedule an expedited hearing on the same effectuates a change approval of this Agreement. Upon the entry of the Approval Order, the Management Agreement will be deemed rejected on the terms and conditions set forth in this Agreement (the POR"Rejection Date") and the hearing on the Rejection Motion will be taken off the Bankruptcy Court's calendar. Until the entry of the Approval Order, the Parties acknowledge that the Management Agreement shall be remain in full force and effect, subject to the provisions of P. 8 hereof, and any and all rights to payment that accrue prior written approval to the Rejection Date shall, subject to the provisions P. 7 hereof, be unaffected by the terms of NCO: this Agreement. In the event that this Agreement is not approved by the Bankruptcy Court, (i) any increases in the payments or distributions to this Agreement shall be received by unsecured creditors or equity holders; void ab initio, (ii) nothing herein shall be deemed an admission by any changes to any of the release provisions contained in the POR; Party, (iii) this Agreement shall not be admissible in the addition of Bankruptcy Court or in any class of claims other court or equity interestsproceeding, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; and (iv) the assumption or rejection each Party shall retain all of executory contracts; (v) any changes its rights which existed immediately prior to the conditions Parties' agreement to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of settle their disputes as provided in this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are material.

Bankruptcy Court Approval. (a) Promptly after the date hereofThe ORDER (A) AUTHORIZING AND SCHEDULING A PUBLIC AUCTION AT WHICH THE DEBTORS WILL SOLICIT BIDS FOR ONE OR MORE SALES OF OR OTHER TRANSACTIONS CONCERNING SUBSTANTIALLY ALL OF THEIR ASSETS FREE AND CLEAR OF LIENS, CTC shall file the Plan of Reorganization with CLAIMS AND ENCUMBRANCES; (B) APPROVING PROCEDURES FOR THE SUBMISSION OF COMPETING OFFERS; (C) APPROVING CERTAIN TERMINATION RIGHTS, EXPENSE REIMBURSEMENT AND OTHER BIDDING RIGHTS PROVISIONS; (D) SCHEDULING A HEARING TO CONSIDER APPROVAL OF SUCH TRANSACTION; AND (E) APPROVING THE FORM AND MANNER OF NOTICE OF THE TRANSACTIONS AND COMPETING OFFER PROCEDURES PURSUANT TO FED. R. BANKR. PROC. 2002 entered by the Bankruptcy Court on February 7, 2001 and attached hereto as Exhibit C (with such changes thereto as Purchaser shall approve in its sole discretion, the "Sale Procedures Order"), (A) approved the Termination Amount and the Bankruptcy Termination Amount and provided that, in the form event the obligation of Exhibit B hereto (Seller to pay Purchaser either the "POR"Termination Amount or the Bankruptcy Termination Amount arises, such obligation shall constitute a superpriority administrative expense under sections 503(b) seeking, among other things, and 507(a)(1) of the entry Bankruptcy Code and shall be payable in accordance with the provisions of an Section 12.1 or Section 12.2 without further order of the Bankruptcy Court Court, (B) established procedures and deadlines for the submission of competing offers, including, without limitation, that (1) a competing offer, whether a proposed Recapitalization Transaction or a proposed purchase or other disposition of the Transferred Assets (collectively, a "Competing Offer"), shall not be considered to be a higher and better offer unless, at a minimum, such offer provides for aggregate consideration of at least $75,000,000 in excess of the Purchase Price (with respect to the initial round of bidding) and of at least $5,000,000 in excess of the aggregate consideration contained in such bidder's prior Competing Offer (with respect to each subsequent round of bidding, if any) and is otherwise a Superior Proposal, (2) a Competing Offer must be accompanied by a good faith cash deposit of at least $50,000,000 and (3) Purchaser shall be entitled to credit bid the amount of the Bankruptcy Termination Amount against any revised offer Purchaser may make following such Competing Offer, and (C) scheduled a hearing to consider entry of the Approval Order on March 9, 2001 (the "Bankruptcy Court OrderApproval Order Hearing Date") and provided that authorizes notice of such hearing be given to all of Sellers' creditors and interest holders of record and published in the Merger Wall Street Journal (National Edition). Purchaser and the related transactions contemplated by this Agreement Sellers agree to make promptly any filings, to take all actions and confirmation to use their reasonable best efforts to obtain entry of the POR. The Bankruptcy Court Sale Procedures Order and the POR must be in form Approval Order and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to any and all other approvals and orders necessary or appropriate for the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each consummation of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialtransactions contemplated hereby.

Bankruptcy Court Approval. (a) Promptly after This Amendment, and the date hereofterms herein, CTC shall file the Plan are subject to and conditioned upon entry of Reorganization with an Assumption Order by the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seekingBankruptcy Case, among other thingsand that Assumption Order having become a Final Order. As used herein, the entry term “Assumption Order” means an order approving Tenant’s assumption of the Lease as amended by this Amendment pursuant to 11 U.S.C. § 365(a), with the form and substance of such order being satisfactory to Landlord in its sole discretion. For the sake of clarity, and without limiting the generality of the foregoing, the Assumption Order shall provide for payment to Landlord of all “cure” obligations of Tenant as required by 11 U.S.C. § 365(b)(1)(A). As used herein, the term “Final Order” means an order of the Bankruptcy Court (as to which the "Bankruptcy Court Order") that authorizes the Merger time to appeal, petition for certiorari, or move for re-argument or rehearing has expired and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must as to which no appeal, petition for certiorari, or other proceeding for re-argument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue, or rehear shall have been waived in writing in form and substance satisfactory to NCOLandlord or, in the event that an appeal, writ of certiorari, or re-argument or rehearing thereof has been sought, such order of the Bankruptcy Court on the last such appeal shall have been determined by the highest court to which such order was appealed with no further remand or other proceedings contemplated, or certiorari, re-argument or rehearing shall have been denied and the time to take any further appeal, petition for certiorari, or move for re-argument or rehearing shall have expired; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees possibility that each a motion under Rule 59 or Rule 60 of the following changes Federal Rules of Civil Procedure, or Rule 9023 or 9024 of the Federal Rules of Bankruptcy Procedure, may be filed with respect to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) such order shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions not cause such order not to be received by unsecured creditors a Final Order. Nothing in this Amendment, Landlord’s entry into this Amendment, or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any ordersthe Assumption Order shall be deemed to be consent by Landlord to the assignment, Confirmation Date pursuant to 11 U.S.C. § 365(f) or Effective Date otherwise, of the Lease as amended by this Amendment; and Landlord reserves all rights and remedies under the POR; (vi) Lease, the Bankruptcy Code and applicable non-bankruptcy law regarding any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification attempted assignment by Tenant of the beneficiaries under Lease as amended by this Amendment. The term “Effective Date” shall mean the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment date of issuance of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialFinal Order.

Bankruptcy Court Approval. (a) Promptly after Notwithstanding anything to the date hereofcontrary contained herein, CTC this Agreement and Assignment shall file the Plan of Reorganization with not become effective until it is approved by the Bankruptcy Court by Final Order authorizing the conveyance of the ORRI Free and Clear (it being acknowledged, however that the ORRI burdening a Lease is derived from Assignor’s interest in such Lease, and its continued existence is subject to the continued existence of Assignor’s interest in such Lease (or a renewal, replacement or extension of such lease in accordance with Section 2.1(f) above). Upon execution of the Agreement and Assignment, Assignor shall file a motion in the Bankruptcy Case to approve the Agreement and Assignment on an expedited basis under 11 U.S.C. § 363(the “Motion to Approve”). In the event that the Agreement and Assignment is not approved by Final Order, entered in a time, form of Exhibit B hereto and substance approved by Assignee, then (i) the "POR"Agreement and Assignment shall become null and void upon written notice by Assignee to Assignor, (ii) seekingthe NPI Conveyance shall remain binding and effective on the Subject Interests as if the Agreement and Assignment had not been executed, among other thingsand (iii) the NPI Conveyance shall not be affected, in any respect, by the entry of an order of Bankruptcy Case. Upon (i) approval by the Bankruptcy Court of the Agreement and Assignment and entry of a Final Order, or (ii) another disposition of the "Bankruptcy Court Motion to Approve, Assignee shall within a reasonable time, provide written notice to Assignor regarding its acceptance or rejection of the Final Order") that authorizes , and upon Assignee’s acceptance of the Merger and Final Order, the related transactions contemplated by Parties shall execute an Addendum to this Agreement and confirmation of Assignment on the PORform attached hereto as Exhibit 2 that may be filed in whatever records in which the Agreement and Assignment is filed. The Bankruptcy Court In the event the Final Order and the POR must be is entered in form and substance satisfactory previously approved by Assignee, Assignee shall not have the right to NCO; provided, however, that CTC may make non-material changes to reject the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are materialFinal Order.