AS HEREBY AMENDED
WILL BE BINDING OBLIGATIONS OF EACH BORROWER, ENFORCEABLE IN ACCORDANCE WITH
THEIR TERMS AND WILL NOT VIOLATE ANY PROVISIONS OF LAW OR CONFLICT WITH, RESULT
IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER THE ORGANIZATIONAL DOCUMENTS,
INCLUDING ARTICLES OF INCORPORATION AND BY-LAWS, OF ANY BORROWER OR UNDER ANY
OTHER AGREEMENT TO WHICH ANY BORROWER IS A PARTY.
ALL REPRESENTATIONS AND
WARRANTIES MADE BY THE BORROWERS IN THE LOAN DOCUMENTS ARE INCORPORATED BY
REFERENCE IN THIS AMENDMENT AND ARE DEEMED TO HAVE BEEN REPEATED AS OF THE DATE
OF THIS AMENDMENT, EXCEPT THAT ANY REPRESENTATION OR WARRANTY RELATING TO ANY
FINANCIAL STATEMENTS SHALL BE DEEMED TO BE APPLICABLE TO THE FINANCIAL
STATEMENTS MOST RECENTLY DELIVERED TO THE BANK IN ACCORDANCE WITH THE PROVISIONS
OF THE LOAN DOCUMENTS. EACH BORROWER AGREES THAT NOTHING IN THIS AMENDMENT SHALL
REQUIRE THE BANK TO GRANT ANY FURTHER AMENDMENTS OF THE LOAN DOCUMENTS.
SECTION 6.
CONFIRMATION OF LIEN.
EACH BORROWER
HEREBY ACKNOWLEDGES AND AGREES THAT THE COLLATERAL IS AND SHALL REMAIN IN ALL
RESPECTS SUBJECT TO THE LIEN, CHARGE AND ENCUMBRANCE OF THE LOAN AGREEMENT AND
NOTHING HEREIN CONTAINED, AND NOTHING DONE PURSUANT HERETO, SHALL ADVERSELY
AFFECT OR BE CONSTRUED TO ADVERSELY AFFECT THE LIEN, CHARGE OR ENCUMBRANCE OF,
OR CONVEYANCE EFFECTED BY THE LOAN OR THE PRIORITY THEREOF OVER OTHER LIENS,
CHARGES, ENCUMBRANCES OR CONVEYANCES.
SECTION 7.
SEVERABILITY.
IF ANY CLAUSE OR
PROVISION OF THIS AMENDMENT IS OR SHOULD EVER BE HELD TO BE ILLEGAL, INVALID OR
UNENFORCEABLE UNDER ANY PRESENT OR FUTURE LAW APPLICABLE TO THE TERMS HEREOF,
THEN AND IN THAT EVENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT THE
REMAINDER OF THIS AMENDMENT SHALL NOT BE AFFECTED THEREBY, AND THAT IN LIEU OF
SUCH CLAUSE OR PROVISION OF THIS AMENDMENT THAT IS ILLEGAL, INVALID OR
UNENFORCEABLE, SUCH CLAUSE OR PROVISION SHALL BE JUDICIALLY CONSTRUED AND
INTERPRETED TO BE AS SIMILAR IN SUBSTANCE AND CONTENT TO SUCH ILLEGAL, INVALID
OR UNENFORCEABLE CLAUSE OR PROVISION, AS THE CONTEXT THEREOF WOULD REASONABLE
SUGGEST, SO AS TO THEREAFTER BE LEGAL, VALID AND ENFORCEABLE.
SECTION 8.
CAPTIONS.
THE CAPTIONS HEREIN SET FORTH
ARE FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO DEFINE, LIMIT OR DESCRIBE
THE SCOPE OR INTENT OF THIS AMENDMENT.
SECTION 9.
GOVERNING LAW.
THE PROVISIONS OF THIS
AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF VIRGINIA AS THE SAME MAY BE IN EFFECT FROM TIME TO
TIME.
SECTION 10.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS, AND EACH SUCH COUNTERPART SHALL BE DEEMED TO BE
AN ORIGINAL.
IT SHALL NOT BE NECESSARY THAT THE SIGNATURE OF, OR
2
ON BEHALF OF, EACH PARTY, OR THAT THE SIGNATURES OF THE PERSONS REQUIRED TO BIND
ANY PARTY, APPEAR ON MORE THAN ONE COUNTERPART.
SECTION 11.
EXPENSES.
THE BORROWERS SHALL PAY ALL
OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY THE
BANK IN CONNECTION WITH THE PREPARATION OF THIS AMENDMENT AND THE AND THE
TRANSACTIONS CONTEMPLATED BY