OR
OTHERWISE, AT ANY TIME UP TO AND INCLUDING THE DATE OF THIS AMENDMENT.
20.
CERTAIN FEES, COSTS, EXPENSES AND
EXPENDITURES.
BORROWERS WILL PAY ALL OF THE LENDER'S EXPENSES IN CONNECTION
WITH THE REVIEW, PREPARATION, NEGOTIATION, DOCUMENTATION AND CLOSING OF THIS
AMENDMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER,
INCLUDING WITHOUT LIMITATION, FEES, DISBURSEMENTS, EXPENSES, APPRAISAL COSTS AND
FEES AND EXPENSES OF COUNSEL RETAINED BY LENDER AND ALL FEES RELATED TO FILINGS,
RECORDING OF DOCUMENTS AND SEARCHES, WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREUNDER ARE CONSUMMATED.
NOTHING CONTAINED HEREIN SHALL LIMIT IN
ANY MANNER WHATSOEVER LENDER'S RIGHT TO REIMBURSEMENT UNDER ANY OF THE LOAN
DOCUMENTS.
21.
NO FURTHER AMENDMENT; NO COURSE OF DEALING.
NOTHING CONTAINED HEREIN CONSTITUTES AN AGREEMENT OR OBLIGATION BY LENDER TO
GRANT ANY FURTHER AMENDMENTS WITH RESPECT TO ANY OF THE LOAN DOCUMENTS.
ANY
WAIVER OR IMPLIED WAIVER BY LENDER OF ANY OBLIGATIONS OR COVENANTS OF BORROWERS,
GUARANTOR OR ANY OF THEM, UNDER THE LOAN DOCUMENTS IS EXPRESSLY TERMINATED AND
RESCINDED AND BORROWERS SHALL STRICTLY PERFORM AND COMPLY WITH ALL OBLIGATIONS
AND COVENANTS UNDER THE LOAN DOCUMENTS.
22.
INCONSISTENCIES. TO THE EXTENT OF ANY
INCONSISTENCIES BETWEEN THE TERMS AND CONDITIONS OF THIS AMENDMENT AND THE TERMS
AND CONDITIONS OF THE LOAN AGREEMENT, THE TERMS AND CONDITIONS OF THIS AMENDMENT
SHALL PREVAIL. ALL TERMS AND CONDITIONS OF THE LOAN AGREEMENT NOT INCONSISTENT
HEREWITH SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND
CONFIRMED BY BORROWERS.
9
23.
CONSTRUCTION.
ANY CAPITALIZED TERMS USED IN
THIS AMENDMENT NOT OTHERWISE DEFINED SHALL HAVE THE MEANING AS SET FORTH IN THE
LOAN AGREEMENT.
24.
BINDING EFFECT.
THIS AMENDMENT, UPON DUE
EXECUTION HEREOF, SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
25.
GOVERNING LAW.
THIS AMENDMENT SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA.
26.
SEVERABILITY.
THE PROVISIONS OF THIS
AMENDMENT AND ALL OTHER LOAN DOCUMENTS ARE DEEMED TO BE SEVERABLE, AND THE
INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE
REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.
27.
NO THIRD PARTY BENEFICIARIES.
THE RIGHTS
AND BENEFITS OF THIS AMENDMENT AND THE LOAN DOCUMENTS SHALL NOT INURE TO THE
BENEFIT OF ANY THIRD PARTY.
28.
HEADINGS.
THE HEADINGS OF THE ARTICLES,
SECTIONS, PARAGRAPHS AND CLAUSES OF THIS AMENDMENT ARE INSERTED FOR CONVENIENCE
ONLY AND SHALL NOT BE DEEMED TO CONSTITUTE A PART OF THIS AMENDMENT.
29.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT, AND ANY OF THE PARTIES HERETO MAY
EXECUTE THIS AMENDMENT BY SIGNING ANY SUCH COUNTERPART.
[SIGNATURES ON FOLLOWING PAGE]
10
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have caused this Amendment to be executed the day and year first above written.
LENDER:
BORROWERS:
WACHOVIA BANK,
NATIONAL ASSOCIATION
SHERWOOD BRANDS OF VIRGINIA,
LLC
a Virginia limited liability company
By: