ANY
SALE OF A PARTICIPATION HEREUNDER AND SHALL CERTIFY TO SPONSOR AND SERVICER ITS
COMPLIANCE WITH THE TERMS HEREOF.
ANY PARTICIPANT OR PARTICIPANT MAY, IN CONNECTION WITH THE ASSIGNMENT OR
PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION, PURSUANT TO THIS SECTION,
DISCLOSE TO THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT ANY
INFORMATION RELATING TO SPONSOR OR THE OTHER CONSOLIDATED COMPANIES FURNISHED TO
SUCH PARTICIPANT BY OR ON BEHALF OF SPONSOR OR ANY OTHER CONSOLIDATED COMPANY.
WITH RESPECT TO ANY DISCLOSURE OF CONFIDENTIAL, NON-PUBLIC, PROPRIETARY
INFORMATION, SUCH PROPOSED ASSIGNEE OR PARTICIPANT SHALL AGREE TO USE THE
INFORMATION ONLY FOR THE PURPOSE OF MAKING ANY NECESSARY CREDIT JUDGMENTS WITH
RESPECT TO THIS CREDIT FACILITY AND NOT TO USE THE INFORMATION IN ANY MANNER
PROHIBITED BY ANY LAW, INCLUDING WITHOUT LIMITATION, THE SECURITIES LAWS OF THE
UNITED STATES.
THE PROPOSED PARTICIPANT OR ASSIGNEE SHALL AGREE NOT TO DISCLOSE
ANY OF SUCH INFORMATION EXCEPT (I) TO DIRECTORS, EMPLOYEES, AUDITORS OR COUNSEL
TO WHOM IT IS NECESSARY TO SHOW SUCH INFORMATION, EACH OF WHOM SHALL BE INFORMED
OF AND SHALL ACKNOWLEDGE THE CONFIDENTIAL NATURE OF THE INFORMATION, (II) IN ANY
STATEMENT OR TESTIMONY PURSUANT TO A SUBPOENA OR ORDER BY ANY COURT,
GOVERNMENTAL BODY OR OTHER AGENCY ASSERTING JURISDICTION OVER SUCH ENTITY, OR AS
OTHERWISE REQUIRED BY LAW (PROVIDED PRIOR NOTICE IS GIVEN TO SPONSOR AND THE
SERVICER UNLESS OTHERWISE PROHIBITED BY THE SUBPOENA, ORDER OR LAW), AND (III)
UPON THE REQUEST OR DEMAND OF ANY REGULATORY AGENCY OR AUTHORITY WITH PROPER
JURISDICTION.
THE PROPOSED PARTICIPANT OR ASSIGNEE SHALL FURTHER AGREE TO
RETURN ALL DOCUMENTS OR OTHER WRITTEN MATERIAL AND COPIES THEREOF RECEIVED FROM
ANY PARTICIPANT, THE SERVICER OR SPONSOR RELATING TO SUCH CONFIDENTIAL
INFORMATION UNLESS OTHERWISE PROPERLY DISPOSED OF BY SUCH ENTITY.
ANY PARTICIPANT MAY AT ANY TIME ASSIGN ALL OR ANY PORTION OF ITS RIGHTS IN THIS
AGREEMENT TO A FEDERAL RESERVE BANK; PROVIDED THAT NO SUCH ASSIGNMENT SHALL
RELEASE THE PARTICIPANT FROM ANY OF ITS OBLIGATIONS HEREUNDER.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE SERVICER,
TOGETHER WITH ITS AFFILIATES, SHALL AT ALL TIMES RETAIN A PARTICIPATING
COMMITMENT IN AN AMOUNT AT LEAST EQUAL TO 20% OF THE AGGREGATE PRINCIPAL AMOUNT
OF ALL OUTSTANDING LOAN COMMITMENTS.
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT
TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
OPERATIVE DOCUMENT MAY BE BROUGHT IN THE SUPERIOR COURT OF FULTON COUNTY,
GEORGIA, OR ANY OTHER COURT OF THE STATE OF GEORGIA OR OF THE UNITED STATES OF
AMERICA FOR THE NORTHERN DISTRICT OF GEORGIA, AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, SPONSOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND SPONSOR
HEREBY IRREVOCABLY