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DOCUMENT TITLE:  AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY .
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Clause Heading
Section 2.1 - Establishment of Commitment; Terms of Loans and Letters of Credit.
Section 2.2 - Conveyance of Participants Interest.
Section 2.3 - Funding of Advances; Funding of Participants Interest in Loans; Purchase of Participation in Letters of Credit.
Section 2.4 - Commitment Fees and Participants Letter of Credit Fees.
Section 2.6 - Default Interest.
Section 2.7 - Voluntary Reduction of the Unutilized Commitment.
Section 2.8 - Extension of Commitment.
Section 2.9 - Reserve Requirements; Change in Circumstances.
Section 2.10 - Wind-Down Event.
Section 2.11 - Pro Rata Treatment.
Section 2.13 - Sharing of Setoffs.
Section 3.1 - Servicers Obligations with Respect to Loans; Collateral; Non-Recourse.
Section 3.2 - Application of Payments.
Section 3.3 - Servicing Report.
Section 4.1 - Default Notice Of Loan.
Section 4.2 - Waiver or Cure By The Sponsor; Fully Guaranteed Pool.
Section 4.3 - Standstill Period; Defaulted Loan Guaranty Demand.
Section 4.4 - No Waiver or Cure Available.
Section 4.5 - Fixed Charge Coverage Ratio for Loan Documents executed under the Prior Loan Agreement.
Section 4.7 - Extension of Maturity Date of Defaulted Loans during the Response Period and the Standstill Period.
ARTICLE V - REPRESENTATIONS AND WARRANTIES
Section 5.1 - Existence; Power.
Section 5.2 - Organizational Power; Authorization.
Section 5.3 - Governmental Approvals; No Conflicts.
Section 5.4 - Financial Statements.
Section 5.6 - Compliance with Laws and Agreements.
Section 5.7 - Investment Company Act, Etc.
Section 5.8 - Taxes.
Section 5.9 - Margin Regulations.
Section 5.12 - Disclosure.
Section 5.13 - Labor Relations.
Section 5.14 - Subsidiaries.
Section 5.15 - Representations and Warranties with Respect to Specific Loans.
ARTICLE VI - COVENANTS
Section 6.1 - Financial Statements and Other Information.
Section 6.2 - Notices of Material Events.
Section 6.3 - Existence; Conduct of Business.
Section 6.4 - Compliance with Laws, Etc.
Section 6.5 - Payment of Obligations.
Section 6.6 - Books and Records.
Section 6.7 - Visitation, Inspection, Etc.
Section 6.8 - Maintenance of Properties; Insurance.
Section 6.9 - Additional Subsidiaries.
Section 6.10 - Additional Guaranties.
Section 6.11 - Minimum Fixed Charge Coverage Ratio.
Section 6.12 - Maximum Adjusted Total Debt to EBITDAR Ratio.
Section 6.13 - Maximum Adjusted Total Debt to Adjusted Total Capital Ratio.
Section 6.14 - Indebtedness.
Section 6.15 - Negative Pledge.
Section 6.16 - Fundamental Changes.
Section 6.17 - Investments, Loans, Etc.
Section 6.18 - Restricted Payments.
Section 6.19 - Sale of Assets.
Section 6.20 - Transactions with Affiliates.
Section 6.21 - Restrictive Agreements.
Section 6.22 - Sale and Leaseback Transactions.
Section 6.23 - Hedging Agreements.
Section 6.24 - Amendment to Material Documents.
Section 6.25 - Accounting Changes.
Section 6.26 - ERISA.
Section 7.1 - Credit Events.
ARTICLE VIII - GUARANTY
Section 8.1 - Limitation on Guaranty of Loans.
Section 8.2 - Obligations of Sponsor With Respect to Loans.
Section 8.3 - Continuing Guaranty.
Section 8.4 - Waivers.
Section 8.5 - Additional Actions.
Section 8.6 - Additional Waivers.
Section 8.7 - Postponement of Obligations.
Section 8.8 - Effect on additional Guaranties.
Section 8.9 - Reliance on Guaranty and Purchase Obligation; Disclaimer of Liability.
Section 8.10 - Reinstatement of Obligations.
Section 8.11 - Right to Bring Separate Action.
Section 9.1 - Indemnification.
Section 9.2 - Notice Of Proceedings; Right To Defend.
Section 9.3 - Third Party Beneficiaries.
Section 10.1 - Survival of Loan Facility.
Section 11.1 - Conditions to Effective Date.
Section 11.2 - Effect of Amendment and Restatement.
Section 12.1 - Appointment of Servicer as Agent.
Section 12.2 - Nature of Duties of Servicer.
Section 12.3 - Lack of Reliance on the Servicer.
Section 12.4 - Certain Rights of the Servicer.
Section 12.5 - Reliance by Servicer.
Section 12.6 - Indemnification of Servicer.
Section 12.7 - The Servicer in its Individual Capacity.
Section 12.8 - Holders of Participation Certificates.
Section 12.9 - Appointment of Documentation Agent and Co-Syndication Agents.
Section 13.1 - Notices.
Section 13.2 - Amendments, Etc.
Section 13.3 - No Waiver; Remedies Cumulative.
Section 13.5 - Right of Setoff.
Section 13.6 - Benefit of Agreement; Assignments; Participations.
Section 13.7 - Governing Law; Submission to Jurisdiction.
Section 13.8 - Counterparts.
Section 13.9 - Severability.
Section 13.10 - Independence of Covenants.
Section 13.11 - Change in Accounting Principles, Fiscal Year or Tax Laws.
Section 13.12 - Headings Descriptive; Entire Agreement.
5 - Payments on Assignment Effective Date.
Section 13.13 - Patriot Act Notice.
1 - Assignment.
2 - Assumption.
3 - Assignments; Participations.
7 - Amendment of Loan Facility Agreement.
8 - Representations and Warranties.
9 - Expenses.
10 - Miscellaneous.
SECTION 1. - Guaranty.
SECTION 2. - Guaranteed Obligations Not Waived.
SECTION 3. - Guaranty of Payment.
SECTION 4. - No Discharge or Diminishment of Guaranty.
SECTION 5. - Defenses of Sponsor Waived.
SECTION 6. - Agreement to Pay; Subordination.
SECTION 7. - Information.
SECTION 8. - Representations and Warranties.
SECTION 9. - Termination.
SECTION 10. - Binding Effect; Several Agreement; Assignments.
SECTION 11. - Waivers; Amendment.
SECTION 12. - Governing Law.
SECTION 13. - Notices.
SECTION 14. - Survival of Agreement; Severability.
SECTION 15. - Counterparts.
SECTION 16. - Rules of Interpretation.
SECTION 17. - Jurisdiction; Consent to Service of Process.
SECTION 18. - Waiver of Jury Trial.
SECTION 19. - Additional Guarantors.
SECTION 20. - Waiver of Certain Damages.
SECTION 2. - Contribution and Subrogation.
SECTION 21. - Savings Clause.
SECTION 22. - Right of Setoff.
SECTION 5. - THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
SECTION 1. - Indemnity and Subrogation.
SECTION 3. - Subordination.
SECTION 4. - Termination.
SECTION 5. - Governing Law.
SECTION 6. - No Waiver; Amendment.
SECTION 7. - Notices.
SECTION 8. - Binding Agreement; Assignments.
SECTION 9. - Survival of Agreement; Severability.
SECTION 10. - Counterparts.
SECTION 11. - Rules of Interpretation.
SECTION 12. - Additional Guarantors.
SECTION 1. - DEFINITIONS AND RULES OF CONSTRUCTION.
2.1 - Establishment of Loan Commitment.
2.2 - Advances.
2.3 - Master Note; Repayment.
2.4 - Interest.
2.5 - Closing Fee.
2.6 - Commitment Fee; Letter of Credit Fees.
2.7 - Loan Prepayment.
2.8 - Letters of Credit.
2.9 - Extension of Maturity Date.
SECTION 3. - CONDITIONS PRECEDENT.
SECTION 4. - BORROWERS REPRESENTATIONS AND WARRANTIES.
4.1 - Organization and Qualification of Borrower.
4.2 - Trade Names, Subsidiaries and Location of Assets.
4.3 - Corporate or Other Authority; No Violation of Other Agreements.
4.4 - Enforceability.
4.5 - Entire Agreement.
4.6 - Genuineness of Signatures.
4.7 - Litigation.
4.8 - Solvency.
4.9 - Taxes.
4.10 - Compliance with Laws.
4.11 - No Default.
4.12 - Use of Proceeds.
SECTION 5. - BORROWERS AFFIRMATIVE COVENANTS.
5.1 - Financial Reports.
5.2 - Books and Records.
5.3 - Taxes.
5.4 - Notices to Bank.
5.5 - Compliance with Applicable Laws.
5.6 - Existence.
5.7 - Fixed Charge Coverage Ratio.
SECTION 6. - NEGATIVE COVENANTS.
6.1 - Merger; Disposal or Moving of Collateral.
6.2 - Liens.
6.3 - Guarantees.
6.4 - Loans.
7.1 - List of Events of Default.
7.2 - Advances and Letters of Credit.
SECTION 8. - REMEDIES.
SECTION 9. - WAIVERS.
SECTION 10. - NOTICES.
SECTION 11. - INDEMNIFICATION.
SECTION 12. - ENTIRE AGREEMENT; AMENDMENT.
SECTION 13. - SUCCESSORS AND ASSIGNS.
SECTION 14. - GOVERNING LAW.
SECTION 15. - MISCELLANEOUS.
SECTION 16. - RELATIONS WITH SPONSOR.
F - Guarantees