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C. Barclays and ITL-Cross will thereupon amend their claims in the Chapter 7 Case to state an amount equal to the then-outstanding balance of the BC Obligations after application of the Credit Balance (the "Amended Claim") , and the Amended Claim, without further order of the Bankruptcy Court, shall be allowed in full as a claim in the Chapter 7 Case, secured to the extent of the value of Barclays' collateral; d. Notwithstanding the status of the Amended Claim as an allowed secured claim, in order to effect the payments and distributions set forth below at such time as the Bankruptcy Court shall order final distributions in the Chapter 7 Case, Barclays and ITL-Cross shall, and hereby do, agree (i) to an administrative surcharge and (ii) to "give up" priority and security as holders of the Amended Claim as follows: (1) Barclays and ITL-Cross as holders of the Amended Claim shall, and hereby do, release their security interest in the Account Collections and the Refunds in order to create a pool ("Additional Pool") for the payment of administrative claims and expenses ("Admin. Claims") and unsecured claims as allowed in the Chapter 7 Case that are not held by "insiders" within the meaning of 11 U. S.C. § 101 ("Non-Insider Claims") to the extent that either Admin. Claims or Non-Insider Claims remain unpaid after distribution of the unencumbered assets of the Estate; (2) After payment in full of the Admin. Claims, the Amended Claim shall be paid ratably from the Additional Pool with the other Non-Insider Claims, but payments made with regard to the Amended Claim shall be "capped" such that they do not exceed 40% of the distributions from the Additional Pool, thereby leaving 60% of said distributions available to the other Non-Insider Claims; (3) After reduction on account of payments received from the Additional Pool, the Amended Claim shall be paid as a secured claim to the extent of the value of the remaining collateral therefor (that is, to extent of all collateral covered by the Security Documents, excepting the Credit Balance, the Refunds, and the Account Collections) ("Remaining Collateral") ; and (4) To the extent not paid from the Additional Pool or on account of the Remaining Collateral, as provided above, the Amended Claim shall be paid ratably as an unsecured claim from the Estate's available unencumbered assets; and e. Counsel for the Trustee and for Barclays shall execute and cause to be filed a stipulation of dismissal of the entire Adversary Proceeding, including all counterclaims, 3435\A002F.MPB 6