SHALL LIMIT, MODIFY,
OR OTHERWISE AFFECT THE PROVISIONS HEREOF.
D.
ANY DETERMINATION THAT ANY PROVISION OF
THIS SECOND AMENDMENT OR ANY APPLICATION HEREOF IS INVALID, ILLEGAL, OR
UNENFORCEABLE IN ANY RESPECT AND IN ANY INSTANCE SHALL NOT AFFECT THE VALIDITY,
LEGALITY, OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER INSTANCE, OR THE
VALIDITY, LEGALITY, OR ENFORCEABILITY OF ANY OTHER PROVISIONS OF THIS SECOND
AMENDMENT.
E.
THE BORROWERS SHALL PAY ON DEMAND ALL
COSTS AND EXPENSES OF THE LENDERS, INCLUDING, WITHOUT LIMITATION, ATTORNEYS'
FEES INCURRED BY THE LENDERS IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
EXECUTION, AND DELIVERY OF THIS SECOND AMENDMENT.
F.
IN CONNECTION WITH THE INTERPRETATION
OF THIS SECOND AMENDMENT AND ALL OTHER DOCUMENTS, INSTRUMENTS, AND AGREEMENTS
INCIDENTAL HERETO:
I.
ALL RIGHTS AND OBLIGATIONS HEREUNDER
AND THEREUNDER, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE,
SHALL BE
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GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA
AND ARE INTENDED TO TAKE EFFECT AS SEALED INSTRUMENTS.
II.
THE CAPTIONS OF THIS SECOND AMENDMENT
ARE FOR CONVENIENCE PURPOSES ONLY, AND SHALL NOT BE USED IN CONSTRUING THE
INTENT OF THE LENDERS AND THE BORROWERS UNDER THIS SECOND AMENDMENT.
III.
IN THE EVENT OF ANY INCONSISTENCY
BETWEEN THE PROVISIONS OF THIS SECOND AMENDMENT AND ANY OF THE OTHER LOAN
DOCUMENTS OR OTHER AGREEMENTS ENTERED INTO BY AND BETWEEN THE LENDERS AND THE
BORROWERS, THE PROVISIONS OF THIS SECOND AMENDMENT SHALL GOVERN AND CONTROL.
G.
THE LENDERS AND THE BORROWERS HAVE
PREPARED THIS SECOND AMENDMENT AND ALL DOCUMENTS, INSTRUMENTS, AND AGREEMENTS
INCIDENTAL HERETO WITH THE AID AND ASSISTANCE OF THEIR RESPECTIVE COUNSEL.
ACCORDINGLY, ALL OF THEM SHALL BE DEEMED TO HAVE BEEN DRAFTED BY THE LENDERS AND
THE BORROWERS AND SHALL NOT BE CONSTRUED AGAINST EITHER PARTY.
THE CHILDREN'S PLACE RETAIL STORES, INC., a Delaware corporation
By:
/s/ Seth Udasin
Name:
Seth Udasin
Title:
Vice President, Chief Financial
Officer and Treasurer
THE CHILDREN'S PLACE SERVICES
COMPANY LLC, a Delaware limited
liability company
By:
/s/ Seth Udasin
Name:
Seth Udasin
Title:
Manager, Vice President, Chief
Financial Officer and Treasurer
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WELLS FARGO RETAIL FINANCE,
LLC, a Delaware limited liability
company, as Agent and as a Lender
By:
/s/ Erika Pfeifer
Name:
Erika Pfeifer
Title:
Assistant Vice President
CONGRESS FINANCIAL
CORPORATION (NEW ENGLAND), a
Massachusetts corporation, as
Documentation Agent and as a Lender
By:
/s/ Willis A. Williams
Name:
Willis A. Williams
Title:
Vice President
LASALLE RETAIL FINANCE,
a Division of LaSalle Business Credit,
LLC, as Agent for Standard Federal
Bank National Association
as Co-Agent and as a Lender
By:
/s/ Matthew Potter
Name:
Matthew Potter
Title:
Assistant Vice President
WEBSTER BUSINESS CREDIT CORP.,
By:
/s/ Evan Israelson
Name:
Evan Israelson
Title:
Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.,
By:
/s/ Manuel Borges
Name:
Manuel Borges
Title:
Vice President
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