any materials furnished by the Borrower. The obligations of
any assignee that has executed a Confidentiality Agreement in the form of
Exhibit E hereto shall be superseded by this Section 11.12 upon the date upon
which such assignee becomes a Lender hereunder pursuant to Section 5.07 or
11.06(b) hereof.
(c) EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS
AGREEMENT MAY INCLUDE
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MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS SUBSIDIARIES,
AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF
MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.
(d) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY
THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS SUBSIDIARIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT
THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO
MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL
AND STATE SECURITIES LAWS.
11.13 USA PATRIOT Act . Each Lender hereby notifies the Borrower that pursuant
to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such
Lender to identify the Borrower in accordance with the Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
BORROWER CAPITAL ONE FINANCIAL CORPORATION By
/s/
Stephen Linehan
Name:
Stephen Linehan Title:
Senior Vice President and Treasurer
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ADMINISTRATIVE AGENT JPMORGAN CHASE BANK, N.A. By
/s/
Christie Herrick
Name:
Christie Herrick Title:
Vice President LENDERS JPMORGAN CHASE BANK,
N.A. By
/s/
Christie Herrick
Name:
Christie Herrick Title:
Vice President CITIBANK, N.A. By
/s/
Robert B. Goldstein
Name:
Robert B. Goldstein Title:
Managing Director Citigroup/Global
Financial Institutes
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BANK OF AMERICA, N.A. By
/s/
Jeffrey M. Shaver
Name:
Jeffrey M. Shaver Title:
Vice President
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62
BARCLAYS BANK PLC By
/s/
Alison A. McGuigan
Name:
Alison A. McGuigan Title:
Associate Director
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63
CREDIT SUISSE, CAYMAN ISLANDS BRANCH By
/s/
Jay Chall
Name:
Jay Chall Title:
Director By
/s/
James Neira
Name:
James Neira Title:
Associate
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DEUTSCHE BANK AG NEW YORK BRANCH By
/s/
Ruth Leung
Name:
Ruth Leung Title:
Director By
/s/
Richard Herder
Name:
Richard Herder Title:
Managing Director
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LEHMAN BROTHERS BANK, FSB By
/s/
Janine M. Shugan
Name:
Janine M. Shugan Title: