COMPANY PROVIDED BY THE COMPANY TO ITS APPROPRIATE FEDERAL BANKING
AGENCY.
(B)
FROM THE DATE HEREOF UNTIL THE DATE WHEN THE INVESTOR NO LONGER HOLDS
ANY DEBT OR EQUITY SECURITIES OF THE COMPANY OR AN AFFILIATE OF THE COMPANY
ACQUIRED PURSUANT TO THIS AGREEMENT OR THE AMENDED WARRANT, THE COMPANY SHALL
PERMIT, AND SHALL CAUSE EACH OF THE COMPANY'S SUBSIDIARIES TO PERMIT (A) THE
INVESTOR AND ITS AGENTS, CONSULTANTS, CONTRACTORS, (B) THE SPECIAL INSPECTOR
GENERAL OF THE TROUBLED ASSET RELIEF PROGRAM, AND (C) THE COMPTROLLER GENERAL OF
THE UNITED STATES ACCESS TO PERSONNEL AND ANY BOOKS, PAPERS, RECORDS OR OTHER
DATA, IN EACH CASE, TO THE EXTENT RELEVANT TO ASCERTAINING COMPLIANCE WITH THE
FINANCING TERMS AND CONDITIONS; PROVIDED THAT PRIOR TO DISCLOSING ANY
INFORMATION PURSUANT TO CLAUSE (B) OR (C), THE SPECIAL INSPECTOR GENERAL OF THE
TROUBLED ASSET RELIEF PROGRAM AND THE COMPTROLLER GENERAL OF THE UNITED STATES
SHALL HAVE AGREED, WITH RESPECT TO DOCUMENTS OBTAINED UNDER THIS AGREEMENT IN
FURTHERANCE OF ITS FUNCTION, TO FOLLOW APPLICABLE LAW AND REGULATION (AND THE
APPLICABLE CUSTOMARY POLICIES AND PROCEDURES) REGARDING THE DISSEMINATION OF
CONFIDENTIAL MATERIALS, INCLUDING REDACTING CONFIDENTIAL INFORMATION FROM THE
PUBLIC VERSION OF ITS REPORTS AND SOLICITING THE INPUT FROM THE COMPANY AS TO
INFORMATION THAT SHOULD BE AFFORDED CONFIDENTIALITY, AS APPROPRIATE.
(C)
THE INVESTOR WILL USE REASONABLE BEST EFFORTS TO HOLD, AND WILL USE
REASONABLE BEST EFFORTS TO CAUSE ITS AGENTS, CONSULTANTS, CONTRACTORS, ADVISORS,
AND UNITED STATES EXECUTIVE BRANCH OFFICIALS AND EMPLOYEES, TO HOLD, IN
CONFIDENCE ALL NON-PUBLIC RECORDS, BOOKS, CONTRACTS, INSTRUMENTS, COMPUTER DATA
AND OTHER DATA AND INFORMATION (COLLECTIVELY, "INFORMATION") CONCERNING THE
COMPANY FURNISHED OR MADE AVAILABLE TO IT BY THE COMPANY OR ITS REPRESENTATIVES
PURSUANT TO THIS AGREEMENT (EXCEPT TO THE EXTENT THAT SUCH INFORMATION CAN BE
SHOWN TO HAVE BEEN (I) PREVIOUSLY KNOWN BY SUCH PARTY ON A NON-CONFIDENTIAL
BASIS, (II) IN THE PUBLIC DOMAIN THROUGH NO FAULT OF SUCH PARTY OR (III) LATER
LAWFULLY ACQUIRED FROM OTHER SOURCES BY THE PARTY TO
-9-
WHICH IT WAS FURNISHED (AND WITHOUT VIOLATION OF ANY OTHER CONFIDENTIALITY
OBLIGATION)); PROVIDED THAT NOTHING HEREIN SHALL PREVENT THE INVESTOR FROM
DISCLOSING ANY INFORMATION TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR
REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS.
THE INVESTOR
UNDERSTANDS THAT THE INFORMATION MAY CONTAIN COMMERCIALLY SENSITIVE CONFIDENTIAL
INFORMATION ENTITLED TO AN EXCEPTION FROM A FREEDOM OF INFORMATION ACT REQUEST.
(D)
NOTHING IN THIS SECTION SHALL BE CONSTRUED TO LIMIT THE AUTHORITY THAT
THE SPECIAL INSPECTOR GENERAL OF THE TROUBLED ASSET RELIEF PROGRAM, THE
COMPTROLLER GENERAL OF THE UNITED STATES OR ANY OTHER APPLICABLE REGULATORY
AUTHORITY HAS UNDER LAW.
SECTION 4.5
EXECUTIVE COMPENSATION.
(A)
BENEFIT PLANS.
DURING THE RELEVANT PERIOD, THE COMPANY SHALL TAKE
ALL NECESSARY ACTION TO ENSURE THAT THE BENEFIT PLANS OF THE COMPANY AND ITS
AFFILIATES COMPLY IN ALL RESPECTS WITH, AND SHALL TAKE ALL OTHER ACTIONS
NECESSARY TO COMPLY WITH, SECTION 111 OF THE EESA, AS IMPLEMENTED BY THE
COMPENSATION REGULATIONS, AND NEITHER THE COMPANY NOR ANY AFFILIATE SHALL ADOPT
ANY NEW BENEFIT PLAN