BORROWER SHALL PAY,
INDEMNIFY, DEFEND, AND HOLD EACH AGENT-RELATED PERSON, EACH LENDER, EACH
PARTICIPANT, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
COUNSEL, AGENTS, AND ATTORNEYS-IN-FACT (EACH, AN "INDEMNIFIED PERSON") HARMLESS
(TO THE FULLEST EXTENT PERMITTED BY LAW) FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, SUITS, ACTIONS, INVESTIGATIONS, PROCEEDINGS, AND DAMAGES, AND ALL
REASONABLE ATTORNEYS FEES AND DISBURSEMENTS AND OTHER COSTS AND EXPENSES
ACTUALLY INCURRED IN CONNECTION THEREWITH (AS AND WHEN THEY ARE INCURRED AND
IRRESPECTIVE OF WHETHER SUIT IS BROUGHT), AT ANY TIME ASSERTED AGAINST, IMPOSED
UPON, OR INCURRED BY ANY OF THEM IN CONNECTION WITH OR AS A RESULT OF OR RELATED
TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE, AND ADMINISTRATION OF THIS
AGREEMENT AND ANY OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN,
AND WITH RESPECT TO ANY INVESTIGATION, LITIGATION, OR PROCEEDING RELATED TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE USE OF THE PROCEEDS OF THE CREDIT
PROVIDED HEREUNDER (IRRESPECTIVE OF WHETHER ANY INDEMNIFIED PERSON IS A PARTY
THERETO), OR ANY ACT, OMISSION, EVENT OR CIRCUMSTANCE IN ANY MANNER RELATED
THERETO (ALL THE FOREGOING, COLLECTIVELY, THE "INDEMNIFIED LIABILITIES").
EACH
BORROWER SHALL HAVE NO OBLIGATION TO ANY INDEMNIFIED PERSON UNDER THIS
SECTION 11.3 WITH RESPECT TO ANY INDEMNIFIED LIABILITY THAT A COURT OF COMPETENT
JURISDICTION FINALLY DETERMINES TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON.
THIS PROVISION SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE REPAYMENT OF THE OBLIGATIONS.
70
12.
NOTICES.
UNLESS OTHERWISE PROVIDED IN THIS
AGREEMENT, ALL NOTICES OR DEMANDS BY ANY PARTY RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT SHALL BE IN WRITING AND (EXCEPT FOR FINANCIAL STATEMENTS AND
OTHER INFORMATIONAL DOCUMENTS WHICH MAY BE SENT BY FIRST-CLASS MAIL, POSTAGE
PREPAID) SHALL BE PERSONALLY DELIVERED OR SENT BY REGISTERED OR CERTIFIED MAIL
(POSTAGE PREPAID, RETURN RECEIPT REQUESTED), OVERNIGHT COURIER, OR TELEFACSIMILE
TO ADMINISTRATIVE BORROWER OR TO AGENT, AS THE CASE MAY BE, AT ITS ADDRESS SET
FORTH BELOW:
If to Administrative Borrower:
THE CHILDREN'S PLACE RETAIL STORES, INC.
915 Secaucus Road
Secaucus, New Jersey 07094
Attn:
Chief Financial Officer
Fax No. 201.558.2837
THE CHILDREN'S PLACE RETAIL STORES, INC.
915 Secaucus Road
Secaucus, New Jersey 07094
Attn:
General Counsel
Fax No. 201.558.2840
with copies to:
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038
Attn:
Jeffrey S. Lowenthal, Esq.
Fax No. 212.806.6006
If to Agent or the Lender Group in case of Agent:
WELLS FARGO RETAIL FINANCE, LLC
One Boston Place
Suite 1800
Boston, Massachusetts 02108
Attn:
Michele Ayou
Fax No. 617.523.4027
with copies to:
RIEMER & BRAUNSTEIN LLP
Three Center Plaza
Boston, Massachusetts 02108
J. Simard, Esq.
Fax No. 617 880 3456
The parties hereto may change the address at which they are to receive notices
hereunder, by notice in writing in the foregoing manner given to the other.
All
notices or demands sent in accordance with this Section 12, other than notices
by Agent in connection with Sections 9611 or 9620 of the Code, shall be