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effective (the “Effective Date”) on the date on which all the
following conditions have first been satisfied: (1) Each of the
parties shall have signed a counterpart of the side letter
agreement and each of Rockport Capital and CDR shall have
received a full set of counterparts; and (2) Rockport Capital
shall have deposited in a specified account $5 million; i.e., the
sum of the preferred capital accounts of Generale Bank and CLIS
on the closing date. The side letter agreement further specifies
that “The parties hereto agree that, notwithstanding any
provision of the * * * [exchange and contribution agreement],
CDR, Generale Bank, and CLIS shall have no obligation to make the
Contributions as defined in * * * [that agreement] unless and
until the Effective Date has occurred hereunder.” The deposit
account agreement, in turn, provides that Rockport Capital shall
on “the Effective Date deposit in the Deposit Account the amount
required to be deposited therein” pursuant to the side letter
agreement.
Pursuant to the advisory fee agreement, “To induce CDR, CLIS
and GB to execute the Letter Agreement” and the exchange and
contribution agreement, Rockport Capital agreed to pay CLIS on
the “Effective Date” in U.S. dollars and immediately available
funds “(x) an advisory fee of $5,000,000 and (y) an additional
advisory fee equal to 3/4 of 1% of the tax losses, if any, in
excess of $1 billion that have been allocated to all members of
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