ONLY TO LIENS
PERMITTED UNDER THE LOAN AGREEMENT AND THE OTHER FINANCING AGREEMENTS.
(C)
PLEDGOR HEREBY ACKNOWLEDGES, CONFIRMS AND AGREES THAT: (I) THE
EXISTING
SECURITY AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY PLEDGOR AND
IS IN FULL FORCE AND EFFECT AS OF THE DATE HEREOF; (II) THE AGREEMENTS AND
OBLIGATIONS OF PLEDGOR CONTAINED IN THE EXISTING
SECURITY AGREEMENT CONSTITUTE
LEGAL, VALID AND BINDING OBLIGATIONS OF PLEDGOR ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH THE TERMS THEREOF, AND PLEDGOR HAS NO VALID DEFENSE, OFFSET OR
COUNTERCLAIM TO THE ENFORCEMENT OF SUCH OBLIGATIONS; AND (III) PLEDGEE AND
LENDERS ARE
6
ENTITLED TO ALL OF THE RIGHTS, REMEDIES AND BENEFITS PROVIDED FOR IN THE
EXISTING
SECURITY AGREEMENT.
(D)
EXCEPT AS OTHERWISE STATED IN SECTION 19(B) HEREOF AND IN THIS
SECTION 19(D), AS OF THE DATE HEREOF, THE TERMS, CONDITIONS, AGREEMENTS,
COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXISTING
SECURITY
AGREEMENT 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AND RESTATED, ARE REPLACED AND SUPERSEDED BY THE TERMS, CONDITIONS AGREEMENTS,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 PLEDGOR FOR THE OBLIGATIONS OR THE SECURITY INTERESTS AND LIENS
HERETOFORE GRANTED, PLEDGED OR ASSIGNED TO PLEDGEE 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 PLEDGOR EVIDENCED BY OR ARISING UNDER THE
EXISTING
SECURITY AGREEMENT AND ANY OF THE OTHER EXISTING
FINANCING AGREEMENTS
TO WHICH PLEDGOR IS 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first written above.
PLEDGORS
LERNER NEW YORK, INC.,
a Delaware corporation
By:
/s/ Ronald W. Ristau
Name:
Ronald W. Ristau
Title:
President, Chief Financial Officer and Secretary
PLEDGEE
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Agent
By:
/s/ Laurence Forte
Name:
Laurence Forte
Title:
Managing Director