SETOFF, AND THE RIGHT TO IMPOSE COUNTERCLAIMS IN
ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT
OF THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN AGREEMENT, ANY RELATED DOCUMENTS AND
AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER
ORAL OR WRITTEN) DELIVERED PURSUANT HERETO OR THERETO, OR ANY OTHER CLAIM OR
DISPUTE HOWSOEVER ARISING, BETWEEN THE ASSIGNOR AND THE ASSIGNEE.
THE ASSIGNOR
AND THE ASSIGNEE EACH CONFIRMS THAT THE FOREGOING WAIVERS ARE INFORMED AND
FREELY MADE.
6
[Other provisions to be added as may be negotiated between the Assignor and the
Assignee, provided that such provisions are not inconsistent with the Loan
Agreement.]
IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment
and Acceptance to be executed and delivered by their duly authorized officers as
of the date first above written.
[ASSIGNOR]
By:
Title:
By:
Title:
Address:
[ASSIGNEE]
By:
Title:
By:
Title:
Address:
7
SCHEDULE 1
NOTICE OF ASSIGNMENT AND ACCEPTANCE
, 200
Wells Fargo Retail Finance, LLC
One Boston Place
Suite 1800
Boston, Massachusetts
02108
Attn:
[Name and Address of Borrowers]
Ladies and Gentlemen:
We refer to the Fifth Amended and Restated Loan and Security Agreement, dated as
of June 28, 2007 (as amended, amended and restated, modified, supplemented or
renewed from time to time, the "Loan Agreement"), among The Children's Place
Retail Stores, Inc. and The Children's Place Services Company, LLC
("Borrowers"), the several financial institutions from time to time party
thereto (collectively, the "Lenders"), and Wells Fargo Retail Finance LLC, as
agent for the Lenders (the "Agent").
Terms defined in the Loan Agreement are
used herein as therein defined.
1.
We hereby give you notice of, and
request your consent to, the assignment by
(the "Assignor") to
(the "Assignee") of
% of the
right, title and interest of the Assignor in and to the Loan Agreement
(including, without limitation, the right, title and interest of the Assignor in
and to the Commitments of the Assignor[,] [and] all outstanding loans made by
the Assignor [and the Assignor's participation in the Letters of Credit])
pursuant to the Assignment and Acceptance Agreement attached hereto (the
"Assignment and Acceptance").
Before giving effect to such assignment, the
Assignor's Commitment is $
[,] [and] the aggregate amount of
its outstanding loans is $
[, and its participation in L/C
Obligations is $
].
2.
The Assignee agrees that, upon
receiving the consent of the Agent to such assignment, the Assignee will be
bound by the terms of the Loan Agreement as fully and to the same extent as if
the Assignee were the Lender originally holding such interest in the Loan
Agreement.
3.
The following administrative details
apply to the Assignee:
(A)
Notice Address:
Assignee
name:
8
Address:
(B)
Payment Instructions:
Account
No.:
At:
Reference:
Attention:
4.
You are entitled to rely upon the
representations, warranties and covenants of each of the Assignor and Assignee
contained in the Assignment and Acceptance.
IN WITNESS WHEREOF, the Assignor and the Assignee