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It confirms control of the Act in case of inconsistency, specifies application of Section 111 of the Emergency Economic Stabilization Act to the Company, expands required waivers and compliance certifications for specified officers and executives, and governs permitted repayment and associated warrant liquidation. 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Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.  \nThe American Recovery and Reinvestment Act of 2009, as it may be amended from time to time (the “Act”), includes provisions relating to executive compensation and other matters that may be inconsistent with the Securities Purchase Agreement, the Warrant and the Certificate[s] of Designation (the “Transaction Documents”) . Accordingly, Investor and the Company desire to confirm their understanding as follows:  \n1. Notwithstanding anything in the Transaction Documents to the contrary, in the event that the Act or any rules or regulations promulgated thereunder are inconsistent with any of the terms of the Transaction Documents, the Act and such rules and regulations shall control.  \n2. For the avoidance of doubt (and without limiting the generality of Paragraph 1):  \n(a) the provisions of Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the Act or otherwise from time to time (“EESA”), shall apply to the Company;  \n(b) the waiver to be delivered by each of the Company’s Senior Executive Officers pursuant to Section 1.2(d)(v) of the Securities Purchase Agreement shall, in addition, be delivered by any additional highly compensated employees required by applicable rules or regulations under EESA;  \n(c) the Company’s chief executive officer and chief financial officer shall provide the written certification of compliance by the Company with the requirements of Section 111 ofEESA in the manner specified by Section 111(b)(4) thereunder or in any rules or regulations under EESA; and  \n(d) the Company shall be permitted to repay preferred shares, and when such preferred shares are repaid, the Investor shall liquidate warrants associated with such preferred shares, all in accordance with the Act and any rules and regulations thereunder.  \n60547716_ 14.DOC  \nFrom and after the date hereof, each reference in the Securities Purchase Agreement to“this Agreement” or “this Securities Purchase Agreement” or words of like import shall mean and be a reference to the Agreement (as defined in the Securities Purchase Agreement) as amended by this letter agreement.  \nThis letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.  \nThis letter agreement, the Securities Purchase Agreement, the Warrant, the Certificate[s] of Designation and any other documents executed by the parties at the Closing constitute the entire agreement of the parties with respect to the subject matter hereof.  \nNothing in this letter agreement shall be deemed an admission by Investor as to the necessity of obtaining the consent of the Company in order to effect the changes to the Transaction Documents contemplated by this letter agreement, nor shall anything in this letter agreement be deemed to require Investor to obtain the consent of any other TARP recipient (as defined in the Act) participating in the Capital Purchase Program (the “CPP”) in order to effect changes to their documentation under the CPP.  \nThis letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Execute","cbCaisgdeUqCDK9R","https://ap.wps.com/l/cbCaisgdeUqCDK9R","pdf",16056,"English","# Side Letter Agreement Terms\n## Statutory control and inconsistency handling\n## Application of Section 111 and compliance waivers\n## Repayment of preferred shares and warrant liquidation\n## Amendments, governing law, entire agreement, and execution","[{\"question\":\"What happens if the Act or related regulations conflict with the Transaction Documents?\",\"answer\":\"The Act and the applicable rules or regulations control, notwithstanding any contrary provisions in the Transaction Documents.\"},{\"question\":\"Which provisions of EESA are specifically applied to the Company under this letter agreement?\",\"answer\":\"Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the Act or otherwise, applies to the Company.\"},{\"question\":\"How are repayments of preferred shares and related warrants handled?\",\"answer\":\"The Company is permitted to repay preferred shares, and upon repayment the Investor must liquidate warrants associated with those preferred shares in accordance with the Act and related rules.\"}]","Side Letter Agreement-090226 - Letter Agreement | PDF",1789518848]