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AND RESTATED, ARE REPLACED AND SUPERSEDED BY THE TERMS, CONDITIONS AGREEMENTS,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 THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Agreement is executed as of the date first written
above.
"Pledgor"
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
8