THE RIGHTS, REMEDIES AND BENEFITS PROVIDED FOR IN THE
EXISTING GUARANTY.
(D)
EXCEPT AS OTHERWISE STATED IN SECTION 16(B) HEREOF AND IN THIS
SECTION 16(D), AS OF THE DATE HEREOF, THE TERMS, CONDITIONS, AGREEMENTS,
COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXISTING
GUARANTY
ARE HEREBY AMENDED AND RESTATED IN THEIR ENTIRETY, AND AS SO AMENDED AND
RESTATED, ARE REPLACED AND SUPERSEDED BY THE TERMS, CONDITIONS AGREEMENTS,
COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, EXCEPT
THAT NOTHING HEREIN SHALL IMPAIR OR ADVERSELY AFFECT THE CONTINUATION OF THE
LIABILITY OF GUARANTORS FOR THE OBLIGATIONS OR THE SECURITY INTERESTS AND LIENS
HERETOFORE GRANTED, PLEDGED OR ASSIGNED TO AGENT FOR ITSELF AND THE BENEFIT OF
LENDERS.
THE AMENDMENT AND RESTATEMENT CONTAINED HEREIN SHALL NOT, IN ANY
MANNER, BE CONSTRUED TO CONSTITUTE PAYMENT OF, OR IMPAIR, LIMIT, CANCEL OR
EXTINGUISH, OR CONSTITUTE A NOVATION IN RESPECT OF, THE INDEBTEDNESS AND OTHER
OBLIGATIONS AND LIABILITIES OF GUARANTORS EVIDENCED BY OR ARISING UNDER THE
EXISTING GUARANTY AND ANY OF THE OTHER EXISTING
FINANCING AGREEMENTS TO WHICH
GUARANTORS ARE A PARTY, AND THE LIENS AND SECURITY INTERESTS SECURING SUCH
INDEBTEDNESS AND OTHER OBLIGATIONS AND LIABILITIES SHALL NOT IN ANY MANNER BE
IMPAIRED, LIMITED, TERMINATED, WAIVED OR RELEASED.
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IN WITNESS WHEREOF, each Guarantor has executed and delivered this Guarantee as
of the day and year first above written.
NEW YORK & COMPANY, INC.
By:
/s/ Ronald Ristau
Title:
President, Chief Financial Officer and Secretary
NEVADA RECEIVABLE FACTORING, INC.
By:
/s/ Ronald Ristau
Title:
Secretary
LERNER NEW YORK HOLDING, INC.
By:
/s/ Ronald Ristau
Title:
President, Chief Financial Officer and Secretary
LERNER NEW YORK GC, LLC
By:
/s/ Ronald Ristau
Title:
President
ASSOCIATED LERNER SHOPS OF AMERICA, INC.
By:
/s/ Ronald Ristau
Title:
Secretary
[SIGNATURES CONTINUE ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
ACKNOWLEDGED AND AGREED:
WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent
By:
/s/ Laurence Forte
Name:
Laurence Forte
Title:
Managing Director
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