Common use of OF THE RESTRUCTURING Clause in Contracts

OF THE RESTRUCTURING. 5.1 Without affecting the Group's representations and warranties under section 4 herein and the Warranties, each party hereto shall make all efforts to complete any Restructuring affairs, procedures and processes that are not finished on the New CNC Conversion Registration Date, so as to make the Restructuring fully effective and completed. 5.2 Each party hereto agrees to take all efforts and actions (including but not limited to signing or urging a third party to sign any documents, applying to governmental authorities or a third party to obtain any relevant approvals, consents or permissions, authorizations, confirmations or exemptions, enabling New CNC and its Subsidiaries to obtain all relevant permissions and licenses necessary for their business operation or in connection with Asset Injection, or completing any relevant registration, enrollment and filing procedures) to ensure that the Restructuring and the provisions of the Restructuring Documents and this Agreement will be performed effectively and completely. 5.3 Each Restructured Enterprise shall own some trademarks with trademark registration certificates issued by Trademark Office of State Administration for Industry and Commerce ("TRADEMARK OFFICE") and the logos under registration with the Trademark Office but pending for trademark registration certificates (collectively the "LOCAL BUSINESS BRANDS"). The Group Corporation and New CNC agree that New CNC may obtain non-exclusive license for use of such Local Business Brands free of charge. For this purpose, the Group shall make explicit arrangements on the license for such Local Business Brands in its Trademark License Agreement with CNC (HK) and New CNC, and procure each Restructured Enterprise (the Surviving Enterprise) to duly sign necessary execution documents with New CNC. 5.4 Each party hereto agrees that the Group shall be responsible for the investment and construction of necessary telecommunication network facilities for relevant universal Telecommunications Service obligations that should be undertaken by the Group and/or CNC (HK)(or its Subsidiaries) pursuant to regulations of Rural Universal Telecommunications Service-Implementation Program for Village Connection Project and other transitional measures on universal Telecommunications Service. As for the telecommunication network facilities invested and constructed by the Group for the above purpose in the operation regions of New CNC, the Group Corporation agrees to lease them to New CNC and allow it to operate relevant businesses with all business incomes therefrom attributable to New CNC. the Group Corporation shall provide reasonable compensation at market price for all relevant expenses of New CNC for operating and maintaining such telecommunication network facilities in its operation regions. 5.5 Each party hereto agrees that all incomes and expenses arising from the settlement of long distance networks in southern/northern service regions between the Group Corporation and China Telecommunications Group Corporation, (regardless whether or not the operation regions of New CNC is involved), which has been carried over from the separation of the Group from China Telecommunications Group Corporation during telecommunication reform, shall be enjoyed or borne by the Group. 5.6 Each party hereto agrees to resort to sincere negotiations for fair and proper arrangements for matters that are not covered by this Agreement but are necessary for proper and full Implementation of the Restructuring and/or performance of this Agreement, thus to satisfy all parties hereto. 5.7 To implement the Restructuring, the Group and New CNC agree that: 5.7.1 Without affecting relevant provisions under section 4 herein, New CNC shall participate in relevant suits and arbitrations in connection with Asset Injection after the Restructuring Effective Date (excluding that day) as litigant to exercise relevant rights and perform relevant obligations; the Group shall provide timely assistance upon request of New CNC, including but not limited to providing documents required by New CNC and signing or procuring third party to sign relevant documents, so that New CNC may become an valid litigant in such suits or arbitrations and exercise its due rights as litigant; 5.7.2 If the properties of New CNC and its Subsidiaries are arrested or detained or threatened to be arrested or detained for such debts and liabilities, the Group shall undertake to provide necessary guaranty or other security for New CNC and its Subsidiaries in a timely manner to ensure the interests of New CNC and its Subsidiaries stay unharmed; in addition, regardless the above arrest or detention is reasonable or not, the Group shall commit itself to undertake any resultant losses and relevant expenses suffered by New CNC and its Subsidiaries. The Group Corporation undertakes to pay off all expenses within seven (7) days after receipt of losses and expenses list from New CNC and its Subsidiaries; 5.7.3 Except for the debts and liabilities that should be undertaken by New CNC under this Agreement, all other debts and liabilities shall still be undertaken by the Group. Any adjudications, verdicts and/or arbitration liabilities arising out of these affairs and all suits, arbitrations and other costs and expenses incurred by New CNC shall be at the expense of the Group; 5.7.4 In case the prior authorizations, approvals, permissions, confirmations or exemptions from any third parties that are necessary for injection of any assets, interests or liabilities under the Injected Assets into New CNC are not obtained before the New CNC Conversion Registration Date, in addition to taking actions in accordance with this section, the Group and/or the Surviving Enterprises shall continue to hold such assets, interests and liabilities on behalf of and for the benefit of New CNC until such assets, interests and liabilities may be legally, effectively and completely injected into New CNC in accordance with this Agreement; 5.7.5 During the period in which the Group and/or the Surviving Enterprises continue to hold the assets, interests and liabilities under the Injected Assets on behalf of and for the benefit of New CNC in accordance with section 5.7.4, all rights, interests, profits and all obligations, losses and claims (excluding the obligations, losses and claims due to the Group and/or the Surviving Enterprises' nonperformance of the obligations under section 5.7.4) arising from or in connection with such assets, interests and liabilities shall be attributed to or undertaken by New CNC. However, the Group and/or the Surviving Enterprises shall be held liable for any losses and claims due to their own negligence or misconduct; 5.7.6 For the period from the Evaluation Base Date to Jun 30, 2004, all profits generated by the Injected Assets shall be attributable to the Group. 5.7.7 During the Implementation of the Restructuring, the specific assets/liabilities listed in the Asset Evaluation Report and the Accountant's Report and the provisions of this Agreement shall prevail if there is any uncertainty in division of assets/liabilities between the Group and New CNC. If necessary, the assets/liabilities adjustment calculation formula used in the preparation of Asset Evaluation Report and Accountant's Report and other working documents may be taken into account; 5.7.8 The Group Corporation and New CNC undertakes to each other that if either party receives any accounts receivable by another party after the Restructuring Effective Date, it will pay the account to another party within seven (7) days after it receives and acknowledges such accounts; 5.7.9 The Group Corporation shall transfer all business information, accounting records, operation records, operation data, operation statistical data, user manuals, maintenance manuals, training manuals, technical information, records, data, drawings and manuals and information of R & D projects that are necessary for normal operation of New CNC or in connection with Injected Assets to New CNC. In case such information is not delivered before the New CNC Conversion Registration Date, in addition to that the Group and New CNC shall take all necessary measures and actions to procure such delivery to be completed as soon as possible, the Group shall continue to hold and properly keep such information under security and confidentiality on behalf of and for the benefit of New CNC until such information is legally and safely transferred to New CNC. During the period the Group holds and keeps such information pursuant to this section, New CNC may have access to such information free of charge and the Group shall provide all convenience for New CNC's access. 5.7.10 The Group Corporation is committed to undertake all taxes in connection with Injected Assets occurred before the Restructuring Effective Date, regardless whether such taxes are imposed or paid on or before or after the Restructuring Effective Date. In addition, the Group will undertake all taxes in connection with or arising from the assets, interests, liabilities and relevant businesses retained in the Group in accordance with the Restructuring Documents; 5.7.11 The Group Corporation is committed to undertake all taxes arising from appraisal increment of Injected Assets that should be undertaken by the Group as stipulated by laws; 5.7.12 Unless otherwise specified in this Agreement, New CNC shall undertake all taxes occurred after the Restructuring Effective Date in connection with the holding, management or operation of Injected Assets; 5.7.13 Unless otherwise specified in this Agreement, all taxes arising from or in connection with the Asset Injection into New CNC by the Group in accordance with the Restructuring Documents shall be undertaken by the Group and New CNC respectively in accordance with the law.

OF THE RESTRUCTURING. 5.1 Without affecting Reorganized Centric In connection with the Group's representations consummation of the Plan, Centric will terminate its registration under the Securities Exchange Act of 1934, as amended, cause its common stock to no longer be listed on the Nasdaq Capital Market and warranties under section 4 herein reorganize into Reorganized Centric, a privately held Delaware limited liability company (the “Reorganized Debtors”). On the Plan Effective Date, Reorganized Centric will issue the New Centric Equity as contemplated by this Term Sheet and the WarrantiesPlan. On the Plan Effective Date, each party hereto Reorganized Centric shall make issue all efforts notes, instruments, certificates, and other documents required to complete any Restructuring affairsimplement the New 1L Term Loan Facility, procedures the New 1L Revolving Facility and processes that are not finished the New Securitization Facility. Governance The corporate governance documents relating to Reorganized Centric shall be on the New CNC Conversion Registration terms set forth on Exhibit C hereto (the “Governance Term Sheet”) and such other terms as determined by and acceptable to the Required Consenting 1L Lenders and the Required Consenting 2L Lenders. Unexpired Leases and Executory Contracts To be assumed or rejected as per the terms of the Plan or an applicable order of the Bankruptcy Court, with the consent of the Required Consenting Lenders. For the avoidance of doubt, this section includes any employee compensation, severance, and benefit programs. Should the Debtors file any motions pursuant to section 365 of the Bankruptcy Code seeking to assume or reject any unexpired leases and executory contracts prior to the filing of the Disclosure Statement and/or Plan, such motion to reject or assume shall be acceptable to the Required Consenting Lenders. Management Incentive Plan The terms of a management incentive plan (the “Management Incentive Plan”) shall be established by the board of Reorganized Centric on or after the Plan Effective Date, so as . Tax Matters The Debtors and the Required Consenting Lenders shall cooperate in good faith to make the Restructuring fully effective and completed. 5.2 Each party hereto agrees to take all efforts and actions (including but not limited to signing or urging a third party to sign any documents, applying to governmental authorities or a third party to obtain any relevant approvals, consents or permissions, authorizations, confirmations or exemptions, enabling New CNC and its Subsidiaries to obtain all relevant permissions and licenses necessary for their business operation or in connection with Asset Injection, or completing any relevant registration, enrollment and filing procedures) to ensure that structure the Restructuring and related transactions in a tax-efficient manner; provided that such structure shall be reasonably acceptable to the provisions of the Restructuring Documents and this Agreement will be performed effectively and completely. 5.3 Each Restructured Enterprise shall own some trademarks with trademark registration certificates issued by Trademark Office of State Administration for Industry and Commerce ("TRADEMARK OFFICE") Debtors and the logos under registration with the Trademark Office but pending for trademark registration certificates Required Consenting Lenders. Releases The Plan and Confirmation Order shall provide customary releases (collectively the "LOCAL BUSINESS BRANDS"). The Group Corporation and New CNC agree that New CNC may obtain non-exclusive license for use of such Local Business Brands free of charge. For this purpose, the Group shall make explicit arrangements on the license for such Local Business Brands in its Trademark License Agreement with CNC (HK) and New CNC, and procure each Restructured Enterprise (the Surviving Enterpriseincluding third party releases) to duly sign necessary execution documents with New CNC. 5.4 Each party hereto agrees that the Group shall be responsible for the investment and construction of necessary telecommunication network facilities for relevant universal Telecommunications Service obligations that should be undertaken fullest extent permitted by the Group and/or CNC (HK)(or its Subsidiaries) pursuant to regulations of Rural Universal Telecommunications Service-Implementation Program for Village Connection Project and other transitional measures on universal Telecommunications Service. As for the telecommunication network facilities invested and constructed by the Group for the above purpose in the operation regions of New CNClaw, the Group Corporation agrees to lease them to New CNC and allow it to operate relevant businesses with all business incomes therefrom attributable to New CNC. the Group Corporation shall provide reasonable compensation at market price for all relevant expenses of New CNC for operating and maintaining such telecommunication network facilities in its operation regions. 5.5 Each party hereto agrees that all incomes and expenses arising from the settlement of long distance networks in southern/northern service regions between the Group Corporation and China Telecommunications Group Corporation, (regardless whether or not the operation regions of New CNC is involved), which has been carried over from the separation of the Group from China Telecommunications Group Corporation during telecommunication reform, shall be enjoyed or borne by the Group. 5.6 Each party hereto agrees to resort to sincere negotiations for fair and proper arrangements for matters that are not covered by this Agreement but are necessary for proper and full Implementation of the Restructuring and/or performance of this Agreement, thus to satisfy all parties hereto. 5.7 To implement the Restructuring, the Group and New CNC agree that: 5.7.1 Without affecting relevant provisions under section 4 herein, New CNC shall participate in relevant suits and arbitrations in connection with Asset Injection after the Restructuring Effective Date (excluding that day) as litigant to exercise relevant rights and perform relevant obligations; the Group shall provide timely assistance upon request of New CNC, including but not limited to providing documents required by New CNC and signing or procuring third party to sign relevant documents, so that New CNC may become an valid litigant in such suits or arbitrations and exercise its due rights as litigant; 5.7.2 If the properties of New CNC and its Subsidiaries are arrested or detained or threatened to be arrested or detained for such debts and liabilities, the Group shall undertake to provide necessary guaranty or other security for New CNC and its Subsidiaries in a timely manner to ensure the interests of New CNC and its Subsidiaries stay unharmed; in addition, regardless the above arrest or detention is reasonable or not, the Group shall commit itself to undertake any resultant losses and relevant expenses suffered by New CNC and its Subsidiaries. The Group Corporation undertakes to pay off all expenses within seven (7) days after receipt of losses and expenses list from New CNC and its Subsidiaries; 5.7.3 Except for the debts and liabilities that should be undertaken by New CNC under this Agreement, all other debts and liabilities shall still be undertaken by the Group. Any adjudications, verdicts and/or arbitration liabilities arising out of these affairs and all suits, arbitrations and other costs and expenses incurred by New CNC shall be at the expense of the Group; 5.7.4 In case the prior authorizations, approvals, permissions, confirmations or exemptions from any third parties that are necessary for injection of any assets, interests or liabilities under the Injected Assets into New CNC are not obtained before the New CNC Conversion Registration Date, in addition to taking actions in accordance with this section, the Group and/or the Surviving Enterprises shall continue to hold such assets, interests and liabilities on behalf of and for the benefit of New CNC until such assets, interests and liabilities may be legally, effectively and completely injected into New CNC in accordance with this Agreement; 5.7.5 During of21: (a) the period in which Company Parties; (b) the Group and/or Specified Equity Holders; (c) the Surviving Enterprises continue to hold Consenting Lenders; (d) the assets, interests and liabilities DIP Lenders; (e) the lenders that provided the 2020 Term Loans; (f) each agent under the Injected Assets on behalf DIP Term Loan Facility, DIP Revolving Loan Facility, 1L Credit Agreement and the 2L Credit Agreement; (g) PNC and each other party to the PNC Securitized Debt Documents; and (h) with respect to the foregoing clauses (a) through (g), each such entity’s current and former affiliates, and such entities’ and their current and former affiliates’ current and former directors, managers, officers, control persons, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, participants, managed accounts or funds, fund advisors, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, investment managers, and other professionals, each in their capacity as such (collectively, the “Released Parties”); provided that any holder of a Claim or Interest that is not a party to the RSA and that opts out of the releases contained in the Plan shall not be a Released Party (except that each Specified Equity Holder shall be required to execute the RSA to be (and for the benefit of New CNC in accordance with section 5.7.4, all rights, interests, profits and all obligations, losses and claims (excluding the obligations, losses and claims due its related parties described above to the Group and/or the Surviving Enterprises' nonperformance of the obligations under section 5.7.4be) arising from or in connection with such assets, interests and liabilities shall be attributed to or undertaken by New CNC. However, the Group and/or the Surviving Enterprises shall be held liable for any losses and claims due to their own negligence or misconduct; 5.7.6 For the period from the Evaluation Base Date to Jun 30, 2004, all profits generated by the Injected Assets shall be attributable to the Group. 5.7.7 During the Implementation of the Restructuring, the specific assets/liabilities listed in the Asset Evaluation Report and the Accountant's Report and the provisions of this Agreement shall prevail if there is any uncertainty in division of assets/liabilities between the Group and New CNC. If necessary, the assets/liabilities adjustment calculation formula used in the preparation of Asset Evaluation Report and Accountant's Report and other working documents may be taken into account; 5.7.8 The Group Corporation and New CNC undertakes to each other that if either party receives any accounts receivable by another party after the Restructuring Effective Date, it will pay the account to another party within seven (7) days after it receives and acknowledges such accounts; 5.7.9 The Group Corporation shall transfer all business information, accounting records, operation records, operation data, operation statistical data, user manuals, maintenance manuals, training manuals, technical information, records, data, drawings and manuals and information of R & D projects that are necessary for normal operation of New CNC or in connection with Injected Assets to New CNC. In case such information is not delivered before the New CNC Conversion Registration Datea Released Party), in addition each case from any claims and causes of action related to that the Group and New CNC shall take all necessary measures and actions to procure such delivery to be completed as soon as possible, the Group shall continue to hold and properly keep such information under security and confidentiality on behalf of and for the benefit of New CNC until such information is legally and safely transferred to New CNC. During the period the Group holds and keeps such information pursuant to this section, New CNC may have access to such information free of charge and the Group shall provide all convenience for New CNC's access. 5.7.10 The Group Corporation is committed to undertake all taxes in connection with Injected Assets occurred before the Restructuring Effective Date, regardless whether such taxes are imposed or paid on or before or after the Restructuring Effective Date. In addition, the Group will undertake all taxes in connection with or arising from the assets, interests, liabilities and relevant businesses retained in the Group in accordance with the Restructuring Documents; 5.7.11 The Group Corporation is committed to undertake all taxes arising from appraisal increment of Injected Assets that should be undertaken by the Group as stipulated by laws; 5.7.12 Unless otherwise specified in this Agreement, New CNC shall undertake all taxes occurred after the Restructuring Effective Date in connection with the holding, management or operation of Injected Assets; 5.7.13 Unless otherwise specified in this Agreement, all taxes arising from or in connection with the Asset Injection into New CNC Debtors, their business or capital structure, the Restructuring, the Restructuring Transactions, the Chapter 11 Cases or any matters related thereto, in each case arising on or prior to the Plan Effective Date (the “Specified Matters”). The Plan and Confirmation Order will also provide for such releases to be provided to the Released Parties by all consenting holders of Claims against and Interests in the Company Parties and parallel injunctive provisions, to the fullest extent permitted by law. Notwithstanding anything to the contrary 21 Releases to be provided to such parties to the extent each party signs the RSA in its capacity as such. herein, the releases shall not release any obligations of any Released Party under the Plan, the RSA, any definitive documentation executed in connection with the transactions contemplated by this Term Sheet, or any other document, instrument, or agreement executed to implement the Chapter 11 Cases. For the avoidance of doubt, third-party releases under the Plan and Confirmation Order shall be deemed consensually granted by: (i) the Released Parties; (ii) all holders of claims who vote to accept the Plan; (iii) all holders of claims who are eligible to vote, but abstain from voting on the Plan and who do not opt out of the releases provided by the Group Plan; and (iv) all holders of claims who vote to reject the Plan and who do not opt out of the releases provided by the Plan. The RSA will contain customary non-disparagement and confidentiality provisions applicable to the holders of Existing Centric Equity that sign the RSA. Exculpation The Plan shall provide certain customary exculpation provisions, which shall include a full exculpation from liability in accordance favor of the Released Parties from any and all claims and causes of action arising on or after the Petition Date and any and all claims and causes of action relating to any act taken or omitted to be taken in connection with, or related to, formulating, negotiating, preparing, disseminating, implementing, administering, soliciting, confirming or consummating the Plan, the disclosure statement, or any contract, instrument, release or other agreement or document created or entered into in connection with the Restructuring Documents Specified Matters. The Plan and Confirmation Order will also provide for such exculpation to be provided to the Released Parties by all consenting holders of Claims against and Interests in the Company Parties and parallel injunctive provisions, to the fullest extent permitted by law. Indemnification Any director & officer liability insurance policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) (a “D&O Liability Insurance Policy”) pursuant to which any of the Company Parties’ current or former directors, officers, managers, or other employees are insured shall remain in force through the expiration of any such Policy (or “tail policy,” as applicable). The Company Parties shall not terminate or otherwise reduce or take any action that would in any way impair the coverage provided under any D&O Liability Insurance Policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) in effect prior to the Plan Effective Date, and any current and former directors, officers, managers, and employees of the Company Parties who served in such capacity at any time before or after the Plan Effective Date shall be undertaken by entitled to the Group full benefits of any such policy for the full term of such policy regardless of whether such directors, officers, managers, and New CNC respectively employees remain in accordance such positions after the Plan Effective Date. On or before the Plan Effective Date, to the extent not already obtained, the Company Parties shall obtain a new D&O Liability Insurance Policy for the benefit of the Company Parties’ current or former directors, officers, managers, or other employees on terms no less favorable than the Company Parties’ existing director, officer, manager, and employee coverage and with an available aggregate limit of liability upon the Plan Effective Date of no less than the aggregate limit of liability under the existing director, officer, manager, and employee coverage upon placement, and at an expense reasonably acceptable to the Debtors and the Required Consenting Lenders. Alternatively, if the D&O Liability Insurance Policy has not expired, with the lawconsent of the Required Consenting Lenders, the Debtors may assume (and assign to the Reorganized Debtors if necessary), pursuant to section 365(a) of the Bankruptcy Code, either by a separate motion filed with the Bankruptcy Court or pursuant to the terms of the Plan and Confirmation Order, the D&O Liability Insurance Policy. Under the Plan, all indemnification provisions currently in place (whether in the by-laws, certificates of incorporation, articles of limited partnership, limited liability company agreements, board resolutions, management agreements or employment or indemnification contracts, or otherwise) for the current and former directors, officers, employees, attorneys, other professionals and agents of each of the Company Parties and such current and former directors’ and officers’ respective affiliates shall be continuing obligations of the Reorganized Debtors, irrespective of when such obligation arose. The amended and restated bylaws, certificates of incorporation, limited liability company agreements, articles of limited partnership and other organizational documents of the Reorganized Debtors adopted as of the Plan Effective Date, shall include provisions to give effect to the foregoing.