SEC Filing | The Children's Place

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

The Children’s Place, Inc.

(Name of Issuer)

Common Shares, par value $0.10 per share

(Title of Class of Securities)

168905107
(CUSIP Number)

Turki Saleh A. AlRajhi

Muhammad Asif Seemab

Mithaq Capital SPC

c/o Synergy, Anas Ibn Malik Road

Al Malqa, Riyadh 13521

Saudi Arabia

+966 11 222 2210

with a copy to:

Richard M. Brand

Kiran S. Kadekar

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

(212) 504-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 16, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 168905107

13D


	1.	Names of Reporting Persons Mithaq Capital SPC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 7,001,387*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 7,001,387 *
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,001,387*
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 56.1%**
	14.	Type of Reporting Person (See Instructions) CO

* The Reporting Persons (as defined below) other than Snowball (as defined below) each beneficially owns an aggregate of 7,001,387 Common Shares, including (i) the 1,000 Common Shares held directly by Snowball and, (ii) as described in Item 6, American-style call options which are immediately exercisable for an aggregate of 250,000 Common Shares. These Common Shares represent approximately 56.1% of the outstanding Common Shares. Snowball beneficially owns 1,000 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.

** All percentage calculations set forth herein are based upon the aggregate of 12,477,325 Common Shares outstanding as of November 27, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 4, 2023.

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CUSIP No. 168905107

13D


	1.	Names of Reporting Persons Mithaq Global
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 7,001,387*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 7,001,387*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,001,387*
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 56.1%**
	14.	Type of Reporting Person (See Instructions) CO

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CUSIP No. 168905107

13D


	1.	Names of Reporting Persons Mithaq Capital
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 7,001,387*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 7,001,387*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,001,387*
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 56.1%**
	14.	Type of Reporting Person (See Instructions) CO

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CUSIP No. 168905107

13D


	1.	Names of Reporting Persons Turki Saleh A. AlRajhi
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Saudi Arabia
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 7,001,387*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 7,001,387*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,001,387*
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 56.1%**
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No. 168905107

13D


	1.	Names of Reporting Persons Muhammad Asif Seemab
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			⌧
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Pakistan
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 7,001,387*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 7,001,387*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,001,387*
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 56.1%**
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No. 168905107

13D


	1.	Names of Reporting Persons Snowball Compounding Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 1,000
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 1,000
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 0.0%*
	14.	Type of Reporting Person (See Instructions) IN

* All percentage calculations set forth herein are based upon the aggregate of 12,477,325 Common Shares outstanding as of November 27, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on December 4, 2023.

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This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed by the Reporting Persons with the SEC on February 16, 2024 as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on March 4, 2024 and by that certain Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on March 11, 2024 (the “Initial 13D”, and the Initial 13D as amended and supplemented by this Amendment No. 3, the “Schedule 13D”) relating to the common shares, par value $0.10 per share (the “Common Shares”) of The Children’s Place, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment No. 3 but not otherwise defined shall have the respective meanings ascribed to them in the Initial 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Initial 13D is hereby amended and supplemented by adding the following paragraphs to the end thereof:

Additional Mithaq Term Loan

On April 16, 2024, Mithaq SPC, as holder, the Issuer and certain of the Issuer’s subsidiaries entered into a Shariah-compliant Unsecured Promissory Note (the “Additional Promissory Note”), providing for a $90.0 million term loan to the Issuer (the “Additional Mithaq Term Loan”). The Additional Mithaq Term Loan was funded to the Company on April 18, 2024.

The Additional Mithaq Term Loan matures on April 16, 2027. The Additional Mithaq Term Loan is unsecured and guaranteed by each of the Issuer’s subsidiaries that guarantee the Issuer’s (i) existing term loan facilities under the Promissory Note and (ii) existing revolving credit facility under the Credit Agreement. The Additional Mithaq Term Loan accrues interest at the functional equivalent of Term SOFR (as defined in the Additional Promissory Note) plus 4.00%. The Additional Mithaq Term Loan does not provide for any closing or similar fees.

In addition, the Additional Mithaq Term Loan was made subject to that certain Amended and Restated Subordination Agreement, dated as of April 16, 2024 (the “A&R Subordination Agreement”), among the Credit Agreement Lenders and Mithaq SPC, pursuant to which the Mithaq Term Loans and the Additional Mithaq Term Loan are subordinated in payment priority to the obligations of the Issuer and its subsidiaries under the Credit Agreement. Subject to such subordination terms, the Additional Mithaq Term Loan is prepayable at any time and from time to time without penalty and does not require any mandatory prepayments.

The Additional Promissory Note contains customary affirmative and negative covenants substantially similar to a subset of the covenants set forth in the Credit Agreement, including limits on the ability of the Company and its subsidiaries to incur certain liens, to incur certain indebtedness, to make certain investments, acquisitions, dispositions or restricted payments, or to change the nature of its business.

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The Additional Promissory Note contains certain customary events of default, which include (subject in certain cases to customary grace periods), nonpayment of principal, breach of other covenants in the Additional Promissory Note, inaccuracy in representations or warranties, acceleration of certain other indebtedness (including under the Credit Agreement), certain events of bankruptcy, insolvency or reorganization, and invalidity of any part of the Additional Promissory Note.

Also on April 16, 2024, pursuant to an amendment to the Credit Agreement (the “Seventh Credit Agreement Amendment”), the lenders under the Credit Agreement agreed to a permanent waiver of the existing “change of control” event of default upon the satisfaction of certain conditions, including the Issuer’s receipt of proceeds from the Additional Mithaq Term Loan.

The foregoing descriptions of the Additional Promissory Note, the A&R Subordination Agreement and the Seventh Credit Agreement Amendment are qualified in their entirety by reference to the full texts thereof, copies of which are filed as Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9, respectively, to this Amendment No. 3 and each of which is incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial 13D is hereby amended and supplemented by the addition of the following to the end thereof:

On April 16, 2024, Mithaq SPC and the Issuer entered into the Additional Promissory Note and the A&R Subordination Agreement, each of which is described in Item 4 above and filed as Exhibit 99.7 and Exhibit 99.8, respectively, to this Amendment No. 3. Item 4 to this Amendment No. 3 is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.7	Unsecured Promissory Note, dated as of April 16, 2024, among Mithaq Capital SPC, the Issuer and certain subsidiaries of the Issuer.
Exhibit 99.8	Amended and Restated Subordination Agreement, dated as of April 16, 2024, among Wells Fargo, Mithaq Capital SPC, the Issuer and certain subsidiaries of the Issuer.
Exhibit 99.9	Seventh Amendment to Amended and Restated Credit Agreement, dated as of April 16, 2024, among the Issuer, certain subsidiaries of the Issuer, Wells Fargo and the Credit Agreement Lenders.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 18, 2024	SNOWBALL COMPOUNDING LTD.

	By: Mithaq Capital SPC, its sole stockholder

By:	/s/ Turki Saleh A. AlRajhi
	Name:	Turki Saleh A. AlRajhi
	Title:	Director

Date: April 18, 2024	MITHAQ CAPITAL SPC

	By:	/s/ Turki Saleh A. AlRajhi
		Name:	Turki Saleh A. AlRajhi
		Title:	Director

Date: April 18, 2024	MITHAQ CAPITAL

	By:	/s/ Turki Saleh A. AlRajhi
		Name:	Turki Saleh A. AlRajhi
		Title:	Director

Date: April 18, 2024	MITHAQ GLOBAL

	By:	/s/ Turki Saleh A. AlRajhi
		Name:	Turki Saleh A. AlRajhi
		Title:	Director

Date: April 18, 2024	TURKI SALEH A. ALRAJHI

	By:	/s/ Turki Saleh A. AlRajhi
		Turki Saleh A. AlRajhi

Date: April 18, 2024	MUHAMMAD ASIF SEEMAB

	By:	/s/ Muhammad Asif Seemab
		Muhammad Asif Seemab

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Exhibit 99.7

THIS UNSECURED PROMISSORY NOTE (THIS “NOTE”) IS SUBJECT TO A SUBORDINATION AGREEMENT BETWEEN THE HOLDER AND THE SENIOR CREDITORS OF THE LOAN PARTIES, UNDER WHICH THE HOLDER'S RIGHTS AND REMEDIES UNDER THIS NOTE AND RELATED DOCUMENTS ARE SUBORDINATED TO THE RIGHTS AND REMEDIES OF SUCH SENIOR CREDITORS.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

UNSECURED PROMISSORY NOTE

$90,000,000

APRIL 16, 2024

FOR VALUE RECEIVED, The Children’s Place, Inc., a Delaware corporation (“Maker”) and each Loan Party (as defined below) hereby promises to pay to the order of Mithaq Capital SPC, a Cayman segregated portfolio company (“Holder”), on the Maturity Date (as defined below), the aggregate principal amount outstanding under this Note, which as of the Closing Date is ninety million dollars ($90,000,000) (such unpaid principal amount at any time, the “Principal Amount”). Schedule I hereto reflects the Principal Amount as of the Closing Date and the Holder shall update such Schedule from time to time to reflect reductions thereto from any payments prior to the Maturity Date, it being understood that any failure to so update Schedule I shall not affect the amount of the Principal Amount or any other obligations of Maker hereunder. Certain capitalized terms which are used and not otherwise defined in this Note are defined in Section 11 below.

LOAN AND COMMITMENT AMOUNTS. Up to ninety million dollars ($90,000,000), consisting of a term loan in an original aggregate principal amount equal to $90,000,000 (the “Term Loan”).

PAYMENT OF PRINCIPAL.

(a)

Except as set forth otherwise herein, the Principal Amount, along with all other outstanding Obligations, shall be due and payable in full in cash on the Maturity Date.

(b)

Other than with respect to payment of interest in accordance with clause (c) below, any amount paid to Holder by Maker in respect of this Note will be applied first, to pay, prepay, or repay, as applicable, the outstanding Principal Amount; and second, to payment of any remaining Obligations under this Note then due and payable. All payments in respect of this Note will be made by wire transfer of immediately available funds to an account designated in writing by Holder, and any payment so received after 2:00 p.m. New York City time on any day will be deemed to have been received on the following Business Day. Any amount that (but for the application of this sentence) would become due and payable in respect of this Note on a day which is not a Business Day will instead become due and payable on the next succeeding Business Day. Any portion of the Term Loan that is repaid or prepaid may not be reborrowed.

(c)

Interest on the Term Loan shall accrue at a rate per annum equal to Term SOFR plus 4.00%, and shall be payable monthly in arrears, due the last Business Day of the month; provided interest payments for the period commencing on the Funding Date through April 30, 2025 may at the Maker’s option not be paid monthly and instead paid on April 30, 2025, and which interest payments shall not, for the avoidance of doubt, constitute “regularly scheduled interest payments” until April 30, 2025 (which for the avoidance of doubt, unless Maker otherwise informs Holder, Maker does not intend to pay monthly). For the avoidance of doubt, Term SOFR for each month shall be determined (x) on the Closing Date for the first calendar month interest is owed and (y) thereafter, on the first Business Day of each month thereafter. Notwithstanding anything to the contrary in any Note Document, if payment of interest is not permitted by the Subordination Agreement, then such failure to pay shall not constitute a Default or an Event of Default, and instead such interest shall remain owing but not become due and payable until the conditions for payment are satisfied under the Subordination Agreement.

USE OF LOAN PROCEEDS. The proceeds of the Term Loan shall be used as follows: (a) fifty million dollars ($50,000,000) shall be used to repay the outstanding principal obligations under the Existing Credit Agreement in respect of the term loans thereunder in full, plus all accrued and unpaid interest and any other amounts owing with respect thereto and (b) the balance of the Term Loan shall be used for working capital and general corporate purposes (including to repay a portion of the outstanding revolving loans under the Existing Credit Agreement) of the Maker and its Subsidiaries not inconsistent with the terms hereof or in contravention of any law or the Note Documents.

FUNDING OF THE TERM LOAN.

(a)

This Note is effective as of the Closing Date. Holder agrees, subject to and on the terms and conditions of this Note to loan the Term Loan to Maker by no later than Friday, April 19, 2024 (such date of funding, the “Funding Date”), subject to the satisfaction or waiver in writing of the conditions set forth in Section 5(a) on the Funding Date. Maker shall submit a Borrowing Notice by 9:00 a.m. (or such later time and/or date as agreed to by the Holder) for the Term Loan, on the Closing Date.

(b)

Proceeds of the Term Loan shall be wired in accordance with the wire instructions attached hereto as Schedule II.

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CONDITIONS PRECEDENT TO FUNDING OF THE TERM LOAN.

(a)

The obligation of Holder to make the Term Loan under this Note is subject to the prior satisfaction (or waiver in writing) by Holder of each of the following conditions precedent and in the case of any agreements, documents, schedules or certificates described below, delivery in form and substance reasonably satisfactory to Holder:

(i)

The representations and warranties of Maker contained in Section 6 below will be true and correct in all material respects (without duplicating any “materiality” qualifiers therein) on and as of the Funding Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they will be true and correct in all material respects (without duplicating any “materiality” qualifiers therein) of as such earlier date.

(ii)

On the Funding Date, after giving pro forma effect to the making of the Term Loan and the condition in Section 5(a)(iii)(4), no Default or Event of Default will exist, or would result from, the making of the Term Loan and the other financial accommodations made hereunder.

(iii)

Holder shall have received:

(1)

Duly executed Note Documents;

(2)

A certificate containing (A) a copy of the certificate of incorporation, including all amendments thereto, of Maker, certified as of a recent date by the Secretary of State of the state of its incorporation, and a certificate as to the good standing of Maker as of a recent date, from such Secretary of State; and (B) a certificate of an authorized officer of Maker dated the Closing Date and certifying (I) that attached thereto is a true and complete copy of the bylaws of Maker as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (II) below, (II) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of Maker authorizing the execution, delivery and performance of the Note Documents and the Term Loan hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (III) as to the incumbency and specimen signature of each officer executing any Note Document or any other document delivered in connection herewith on behalf of Maker;

(3)

Certificate of an officer of Maker, dated as of the Funding Date, certifying the conditions set forth in clauses (i), (ii), (iv) and (v) of this Section 5(a) have been satisfied (which may be set forth in the Borrowing Notice);

(4)

A duly executed amendment to the Existing Credit Agreement, substantially in the form provided to the lenders under the Existing Credit Agreement on April 16, 2024, subject following modifications: to permit regularly scheduled payments of interest (as in effect on the date hereof under this Note) and voluntary prepayments of principal under this Note, in each case, subject to satisfaction of “Payment Conditions” under (and as defined in) the Existing Credit Agreement (provided that such amendment shall also permit prepayments of the Principal Amount to the extent funded solely from the Retained Equity Net Proceeds (as defined in the Existing Credit Agreement) so long as no Default (as defined in the Existing Credit Agreement) has occurred or is continuing or would result from any such prepayment); and

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(5)

A duly executed Subordination Agreement.

(iv)

On the Funding Date, after giving pro forma effect to the making of the Term Loan hereunder and the corresponding paydowns of the Senior Indebtedness, no Default (as defined in the Existing Credit Agreement) shall have occurred or result from the making of the Term Loan.

(v)

The financing contemplated with Gordon Brothers (as defined in the Forbearance Agreement) pursuant to the Gordon Brothers Term Sheet (as defined in the Forbearance Agreement) shall not have been consummated.

REPRESENTATIONS AND WARRANTIES. Each of the Maker and the other Loan Parties represents and warrants to Holder as of the date hereof that:

(a)

Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof: (i) is a corporation, limited liability company, partnership or limited partnership, duly incorporated, organized or formed, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation, organization or formation; (ii) has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals to (1) own or lease its assets and carry on its business as currently conducted or as proposed to be conducted and (2) execute, deliver and perform its obligations under the Note Documents to which it is a party; and (iii) is duly qualified and is licensed and, where applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(1) or (iii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Change.

(b)

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Note Document to which such Person is, or is to be, a party has been duly authorized by all necessary corporate or other organizational action and does not and will not: (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict in any material respect with, or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (1) any Material Indebtedness of such Person or any of its Subsidiaries, (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (3) any governmental licenses, permits, authorizations, consents and approvals; except, in each case referred to in this clause (ii), to the extent that any such conflict, breach, termination, contravention or default could not reasonably be expected to have a Material Adverse Change; (iii) result in or require the creation of any Lien upon any asset of any Loan Party; or (iv) violate any Law.

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(c)

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Note or any other Note Document, except for such as have been obtained or made and are in full force and effect.

(d)

Binding Effect. This Note has been, and each other Note Document, when delivered, will have been, duly executed and delivered by each Loan Party that is party thereto. This Note constitutes, and each other Note Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(e)

No Default. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Note or any other Note Document.

(f)

Taxes. The Loan Parties and their Subsidiaries have (i) filed (1) all United States and Canadian federal income Tax returns required to be filed, and (2) all other material United States and Canadian federal, state, provincial and other Tax returns and reports required to be filed, (ii) have paid all such federal, state, provincial and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP, as to which Taxes no Lien has been filed and which contest effectively suspends the collection of the contested obligation and the enforcement of any Lien securing such obligation and (iii) not received any notice of any proposed Tax assessment against any Loan Party or any Subsidiary, except, in each case in this clause (f), as would not have a Material Adverse Change.

(g)

Margin Regulations; Investment Company Act.

(i)

None of the proceeds of the Term Loan shall be used directly or indirectly for the purpose of purchasing or carrying any Margin Stock, for the purpose of extending credit to others for the purpose of purchasing or carrying any Margin Stock, or for any purpose that violates the provisions of Regulation T, U or X of the FRB.

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(ii)

None of the Loan Parties, any Person controlling any Loan Party, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(h)

Compliance with Laws. Each of the Loan Parties and each Subsidiary is in compliance in all material respects with the requirements of all applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Change.

(i)

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. No Loan Party nor any of its Subsidiaries is in violation of any Sanctions. No Loan Party nor any of its Subsidiaries nor, to the knowledge of such Loan Party, any director, officer, employee, agent or Affiliate of such Loan Party or such Subsidiary (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has any assets located in Sanctioned Entities, or (iii) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. Each of the Loan Parties and its Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate of each such Loan Party and each such Subsidiary, is in compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of any applicable Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws by any Person (including any Loan Party or other individual or entity participating in any transaction).

AGREEMENT TO SUBORDINATE. The Holder acknowledges that the Loan Parties have outstanding senior indebtedness under the Existing Credit Agreement (collectively, “Senior Indebtedness”), that such Senior Indebtedness is or may be secured by Liens on substantially all of the assets of the Loan Parties, and that the Obligations hereunder are subordinated to the prior payment in full of the Senior Indebtedness pursuant to the terms of the Subordination Agreement.

AFFIRMATIVE COVENANTS.

Until payment in full of the Obligations, the Loan Parties shall, and shall (except in the case of the covenants set forth in Sections 8(a), 8(b), and 8(c)) cause each Subsidiary to:

(a)

Financial Statements. Deliver to the Holder, within fifteen (15) days after the date of delivery thereof under the Existing Credit Agreement, copies of all financial statements, reports, certificates and other information delivered by the Loan Parties under Section 6.01(a) or (b) of the Existing Credit Agreement.

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(b)

Certificates; Other Information. Deliver to the Holder:

(i)

promptly after the same are available, copies of each annual report, proxy or financial statement, or other document, report or communication sent to the stockholders of the Loan Parties, and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party files with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or with any national or foreign securities exchange, and in any case not otherwise required to be delivered to the Holder pursuant hereto;

(ii)

promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement which indicate a breach or default of any such document, in each case not otherwise required to be furnished to the Holder hereunder; and

(iii)

pursuant to Section 8(a) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Maker posts such documents, or provides a link thereto on the Maker’s website on the Internet; or (ii) on which such documents are posted on the Maker’s behalf on EDGAR or another Internet or intranet website, if any, to which the Holder has access (whether a commercial, third-party website or whether sponsored by the Holder); provided that: (i) the Maker shall deliver paper copies of such documents to the Holder that requests the Maker to deliver such paper copies until a written request to cease delivering paper copies is given by the Holder and (ii) the Maker shall notify the Holder (by telecopier or electronic mail) of the posting of any such documents and provide to the Holder by electronic mail electronic versions (i.e., soft copies) of such documents. The Holder shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in no event shall have any responsibility to monitor compliance by the Loan Parties with any such request for delivery.

(c)

Notice of Default. Promptly notify the Holder of the occurrence of any Default or Event of Default.

(d)

Preservation of Existence, Etc. Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or formation, except in a transaction that is permitted under, or is otherwise not prohibited by, the Existing Credit Agreement.

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(e)

Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been set aside and maintained by the Loan Parties in accordance with GAAP; (ii) such contest effectively suspends enforcement of the contested Laws, and (iii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Change.

(f)

Use of Proceeds. The proceeds of the Term Loan shall be used as follows: (a) $50.0 million shall be used to repay the outstanding principal obligations under the Existing Credit Agreement) in respect of the term loans thereunder in full plus accrued and unpaid interest and any other amounts owing with respect thereto and (b) the balance of the Term Loan shall be used for working capital and general corporate purposes (including to repay the revolving loans under the Existing Credit Agreement)) of the Maker and its Subsidiaries not inconsistent with the terms hereof or in contravention of any law or the Note Documents.

(g)

Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Loan Parties or such Subsidiary, as the case may be.

(h)

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. Each Loan Party will, and will cause each of its Subsidiaries to comply with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries shall implement and maintain in effect policies and procedures designed to ensure compliance by the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties shall and shall cause their respective Subsidiaries to comply with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.

Notwithstanding anything to the contrary herein or otherwise, to the extent that any requirement of the Existing Credit Agreement as of the Closing Date that is either (a) incorporated as a requirement in this Note by cross-reference to the Existing Credit Agreement or (b) set forth in this Note in form that is identical in all material respects to a corresponding requirement set forth in any of Section 6 (other than Section 6(b), Section 6(c) or Section 6(d)), Section 8 (excluding for the avoidance of doubt Section 8(f)) or Section 9 (excluding for the avoidance of doubt Section 9(k)) of this Note (any such cross-referenced or corresponding provision, a “Corresponding Provision”) is amended, waived, supplemented or otherwise modified (in each case on a complete basis and without any temporal limitations on the effectiveness of such amendment, waiver, supplement or modification) in the Existing Credit Agreement after the Closing Date in accordance with the terms of the Existing Credit Agreement, then the corresponding requirement set forth in this Note shall automatically be deemed to be amended, waived, supplemented or modified to the same extent, effective upon the effectiveness of such amendment, waiver, supplement or other modification to the Existing Credit Agreement, without the need for any further action or consent by any party hereto or thereto. The Maker shall notify the Holder in advance of any such amendment, waiver, supplement or other modification to any Corresponding Provision in the Existing Credit Agreement, keep Holder reasonable informed on a current basis as to the status of any such amendments, waivers, supplements or other modifications (including by providing copies of drafts) and, upon execution, concurrently provide a copy thereof.

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NEGATIVE COVENANTS.

Until payment in full of the Obligations, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

(a)

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or sign or file or suffer to exist under the UCC, the PPSA or any similar Law or statute of any jurisdiction a financing statement that names any Loan Party or any Subsidiary thereof as debtor; sign or suffer to exist any security agreement authorizing any Person thereunder to file such financing statement; sell any of its property or assets subject to an understanding or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it or any of its Subsidiaries; or assign or otherwise transfer any accounts or other rights to receive income, other than, as to all of the above, (i) Permitted Encumbrances and (ii) any Lien that exists on the Closing Date or is permitted under, or is otherwise not prohibited by, the Existing Credit Agreement.

(b)

Investments. Have outstanding, make, acquire or hold any Investment (or become contractually committed to do so), directly or indirectly, or incur any liabilities (including contingent obligations) for or in connection with any Investment, except (i) Permitted Investments and (ii) any Investment that exists on the Closing Date or is permitted under, or is otherwise not prohibited by, the Existing Credit Agreement when made.

(c)

Indebtedness. Create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any Indebtedness, except (i) Permitted Indebtedness and (ii) any Indebtedness that is outstanding on the Closing Date or is permitted under, or is otherwise not prohibited by, the Existing Credit Agreement when created, incurred, assumed or guaranteed, as applicable.

(d)

Fundamental Changes. Except as permitted under, or as otherwise not prohibited by, the Existing Credit Agreement:

(i)

merge, amalgamate, dissolve, liquidate, wind up, consolidate with or into another Person, reorganize, enter into a proposal, plan of reorganization, arrangement, recapitalization or reclassify its Equity Interests (or agree to do any of the foregoing); or

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(ii)

suspend or go out of a substantial portion of its or their business or any material line of business;

provided that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect thereto or would result therefrom, any Subsidiary may merge, consolidate or amalgamate with (i) a Loan Party if a Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided further that when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person.

(e)

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except (i) Permitted Dispositions and (ii) any Disposition or agreement to make a Disposition that is permitted under, or is otherwise not prohibited by, the Existing Credit Agreement when made or entered into, as applicable.

(f)

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except any such Restricted Payment or obligation, as applicable, that is permitted under, or is otherwise not prohibited by, the Existing Credit Agreement when declared, made or incurred, as applicable:

(g)

[Reserved].

(h)

Change in Nature of Business. Engage in any line of business substantially different from the business (or any business substantially related or incidental thereto) conducted by the Loan Parties and their Subsidiaries on the Closing Date, except as permitted under, or as otherwise not prohibited by, the Existing Credit Agreement.

(i)

[Reserved].

(j)

[Reserved].

(k)

Use of Proceeds. Use the proceeds of the Term Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, for purposes other than those permitted under this Note.

(l)

Amendment of Organization Documents and other Documents. Amend, modify or waive any of a Loan Party’s rights under its Organization Documents to the extent that such amendment, modification or waiver would result in a Default or Event of Default under any of the Note Documents or otherwise would be reasonably likely to have a Material Adverse Change.

(m)

Fiscal Year. Change the Fiscal Year of any Loan Party, or the accounting policies or reporting practices of the Loan Parties, except as required by GAAP, and except, in each case of the foregoing, as permitted under, or as otherwise not prohibited by, the Existing Credit Agreement.

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Notwithstanding anything to the contrary herein or otherwise, to the extent that any Corresponding Provision in the Existing Credit Agreement is amended, waived, supplemented or otherwise modified (in each case on a complete basis and without any temporal limitations on the effectiveness of such amendment, waiver, supplement or modification) after the Closing Date in accordance with the terms of the Existing Credit Agreement, then the corresponding requirement set forth in this Note shall automatically be deemed to be amended, waived, supplemented or modified to the same extent, effective upon the effectiveness of such amendment, waiver, supplement or other modification to the Existing Credit Agreement, without the need for any further action or consent by any party hereto or thereto. The Maker shall notify the Holder in advance of any such amendment, waiver, supplement or other modification to any Corresponding Provision in the Existing Credit Agreement, keep Holder reasonable informed on a current basis as to the status of any such amendments, waivers, supplements or other modifications (including by providing copies of drafts) and, upon execution, concurrently provide a copy thereof.

10.

EVENTS OF DEFAULT AND REMEDIES.

(a)

An “Event of Default” shall be deemed to have occurred under this Note if:

(i)

Non-Payment. The Maker shall fail to (x) repay the outstanding Principal Amount of the Term Loan on the Maturity Date as required herein or (y) pay the amounts required under Section 2(c) within three business days of such amounts being due and payable; or

(ii)

Specific Covenants. The Maker fails to perform or observe any term, covenant or agreement contained in any of Sections 8(c), 8(d) (solely with respect to Maker) or Section 9 of this Note, and such failure continues for fifteen (15) days; or

(iii)

Other Defaults. The Maker fails to perform or observe any other covenant or agreement (not specified in subsection (i) or (ii) above) contained in any Note Document on its part to be performed or observed and such failure continues for thirty (30) days; or

(iv)

Representations and Warranties in the Note Documents. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Maker or any other Loan Party herein, in any other Note Document, or in any document delivered in connection herewith or therewith, shall be incorrect or misleading in any material respect when made or deemed made (or, with respect to any representation, warranty, certification, or statement of fact qualified by materiality, incorrect or misleading in any respect); or

(v)

Material Indebtedness. Any Material Indebtedness of a Loan Party becomes or is declared by the requisite creditors thereunder to be due and payable in full prior to its stated maturity by reason of an event of default (however defined or described) under the agreement or instrument governing such Material Indebtedness; or

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(vi)

Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the institution of or declares its intention to institute any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, interim receiver, monitor, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or a proceeding shall be commenced or a petition filed, without the application or consent of such Person, seeking or requesting the appointment of any receiver, interim receiver, monitor, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed and the appointment continues undischarged, undismissed or unstayed for 45 calendar days (provided, however, that, during the pendency of such period, the Loan Parties shall be relieved of their obligation to extend credit hereunder), or an order or decree approving or ordering any of the foregoing shall be entered; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material portion of its property is instituted without the consent of such Person and continues undismissed or unstayed for 45 calendar days (provided, however, that, during the pendency of such period, the Loan Parties shall be relieved of their obligation to extend credit hereunder), or an order for relief is entered in any such proceeding; or

(vii)

Attachment. Any writ or warrant of attachment or execution or similar process is issued or levied against all or any material portion of the property of any such Person; or

(viii)

Invalidity of Note Documents. Any provision of any Note Document at any time after its execution and delivery and for any reason other than (solely with respect to Note Documents) as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any Subsidiary thereof contests in any manner the validity or enforceability of any provision of any Note Document or publicly claims that it is invalid or unenforceable; or any Loan Party denies that it has any or further liability or obligation under any provision of any Note Document, or purports to revoke, terminate or rescind any provision of any Note Document; or

(b)

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Holder may take any or all of the following actions, subject, in the case of each of clause (ii) and (iii), to the Subordination Agreement from and after its effectiveness:

(i)

declare the commitment of the Holder to make the Term Loan to be terminated, whereupon such commitments and obligation shall be terminated.

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(ii)

declare the unpaid principal amount of all outstanding Loans and all other amounts owing or payable hereunder or under any other Note Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; and

(iii)

whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, may proceed to protect, enforce and exercise all rights and remedies of the Loan Parties under this Note, any of the other Note Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Note and the other Note Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Loan Parties;

(iv)

No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law.

; provided, that in the case of an Event of Default under Section 10(a)(vi), the commitment of the Holder to make the Term Loan shall automatically terminate and all unpaid principal amount of all outstanding Term Loan and all other amounts owing or payable hereunder or under any other Note Document automatically shall be immediately due and payable.

(c)

Application of Funds. After the exercise of remedies provided for in Section 10(b) any amounts received on account of the Term Loan shall be applied pursuant to Section 2(b).

11.

CERTAIN DEFINITIONS. Capitalized terms not otherwise defined in this Note have the following respective meanings:

“Affiliate” means, as to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (and the correlative terms, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, whether through ownership of securities or other interests, by contract or otherwise.

“Anti-Corruption Laws” means any Laws applicable to Maker and its Subsidiaries relating to anti-bribery or anti-corruption, including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign government official, or foreign government employee to obtain an improper or undue business advantage, including the Foreign Corrupt Practices Act of 1977, as amended.

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“Anti-Money Laundering Laws” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.

“Anti-Terrorism Laws” means any Laws applicable to Maker and its Subsidiaries relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time.

“Bankruptcy Code” means the United States Bankruptcy Code of 1978, as amended from time to time, or any successor federal statute.

“Borrowing Notice” means a notice from Maker to Holder requesting a borrowing of the Term Loan, substantially in the form of Exhibit A hereto.

“Business Day” means a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their activities.

“Code” means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended and in effect.

“Closing Date” means April 16, 2024.

“Corresponding Provision” shall have the meaning set forth in the final paragraph of Section 8 of this Note.

“Debtor Relief Laws” shall have the meaning set forth in the Existing Credit Agreement.

“Default” means any of the events specified in Section 10 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

“Disposition” or “Dispose” shall have the meaning set forth in the Existing Credit Agreement.

“Equity Interests” shall have the meaning set forth in the Existing Credit Agreement.

“Existing Credit Agreement” shall mean that certain Amended and Restated Credit Agreement, dated as of May 9, 2019, among, inter alia, the Maker, as borrower, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto (the “Senior Creditors”) and Wells Fargo Bank, National Association as administrative agent and collateral agent, as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, including any agreement, indenture, instrument or other document that governs or evidences Indebtedness that constitutes a refinancing, replacement or substitution of, in whole or in part, the obligations under or related to the Existing Credit Agreement and is designated in writing by the Maker to be the “Existing Credit Agreement” hereunder.

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“Forbearance Agreement” means that certain Forbearance Agreement, dated as of February 29, 2024, by and among, inter alia, the Loan Parties, the Lenders (as defined therein) party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent and Wells Fargo Bank, National Association, as term agent.

“GAAP” shall mean generally accepted accounting principles in the United States, as in effect in the Closing Date.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“Guarantor” means each Subsidiary of the Maker that is a signatory hereto.

“Indebtedness” shall have the meaning set forth in the Existing Credit Agreement.

“Investment” shall have the meaning set forth in the Existing Credit Agreement.

“Law” means any foreign, federal, state or local law (including common law), statute, ordinance, code, regulation, rule, requirement, order, determination judgment, rule, constitution or treaty of, or other similar requirement enacted, adopted, promulgated or applied by, any Governmental Authority.

“Lien” means any mortgage, deed of trust, deed to secure debt, or pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement), or any other arrangement and/or agreement of any kind pursuant to which title to the property is retained by or vested in some other Person for security purposes.

“Loan Parties” means, collectively, the Maker and the Guarantors.

“Margin Stock” is as defined in Regulation U of the FRB as in effect from time to time.

“Material Adverse Change” means any development, event, condition, obligation, liability or circumstance or set of events, conditions, obligations, liabilities or circumstances or any change(s) which: (i) has, had or reasonably would be expected to have, a Material Adverse Change upon or change in the legality, validity or enforceability of any Note Document; (ii) has been or reasonably would be expected to be material and adverse to the value to the business, operations, properties, assets, liabilities or condition (financial or otherwise) of Maker or its Subsidiaries, taken as a whole; or (iii) has materially impaired or reasonably would be expected to materially impair, the ability of Maker to perform any of the Obligations or its obligations, or to consummate the transactions, under the Note Documents.

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“Material Indebtedness” means (i) any outstanding Indebtedness of the Loan Parties under the Existing Credit Agreement and (ii) any outstanding Indebtedness of the Loan Parties that is secured by a Lien on substantially all assets of the Loan Parties or to which this Note is expressly subordinated in writing.

“Maturity Date” means the earlier of (a) April 16, 2027 and (b) the date upon which the Obligations become due and payable pursuant to the terms of Section 10 hereof.

“Note Documents” means this Note and any and all other documents delivered to Holder in connection therewith.

“Obligations” means (i) the obligations of Maker with respect to the due and prompt payment of the Principal Amount, when and as due, whether at maturity, by acceleration, or otherwise, and (ii) the obligations of Maker with respect to the due and prompt payment of all other monetary obligations (including interest owed under Section 2(c) (including interest accruing after the filing of any bankruptcy or similar petition of any Loan Party regardless of whether such interest and fees are allowed claims in such proceeding)), expenses, fees, costs, attorneys’ fees and disbursements (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceedings) payable pursuant to this Note. For the avoidance of doubt, the Obligations shall not include any amounts under, or in connection with, the “First Subordinated Loan Agreement” (as such term is defined in the Subordination Agreement).

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Permitted Disposition” shall have the meaning set forth in the Existing Credit Agreement.

“Permitted Encumbrance” shall have the meaning set forth in the Existing Credit Agreement.

“Permitted Indebtedness” shall have the meaning set forth in the Existing Credit Agreement and shall also include any future indebtedness of the Maker or its Subsidiaries secured on a first lien basis by any intellectual property of the Maker and its Subsidiaries subject to “Required Lender” approval under the Existing Credit Agreement.

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“Permitted Investment” shall have the meaning set forth in the Existing Credit Agreement.

“Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System of the United States of America, as the same may be amended and in effect from time to time.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System of the United States of America, as the same may be amended and in effect from time to time.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System of the United States of America, as the same may be amended and in effect from time to time.

“Restricted Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of the Equity Interests of Maker or its Subsidiaries now or hereafter outstanding; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of Maker or its Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interest of Maker or its Subsidiaries now or hereafter outstanding; and (iv) any management or similar fees payable to any Person by Maker or its Subsidiaries, including any Affiliate of Maker.

“Sanctioned Entity” means (a) a country or territory or a government of a country or territory, (b) an agency of the government of a country or territory, (c) an organization directly or indirectly controlled by a country or territory or its government, or (d) a Person resident in or determined to be resident in a country or territory, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country or territory sanctions program administered and enforced by OFAC or the Government of Canada.

“Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.

“Sanctions” means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time by: (a) the United States, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the Government of Canada, (c) the United Nations Security Council, (d) the European Union or any European Union member state, (e) His Majesty’s Treasury of the United Kingdom, or (f) any other Governmental Authority with jurisdiction over any Loan Party or any of their respective Subsidiaries or Affiliates.

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“Senior Creditors” shall have the meaning set forth in the definition of Existing Credit Agreement.

“SOFR” means a rate equal to the secured overnight financing rate as published by the SOFR Administrator on the website of the SOFR Administrator, currently at http//www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time).

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Subordination Agreement” means that certain amended and restated subordination agreement, dated on or about the date hereof, by and among, inter alia, the Holder, the Senior Creditors and the Loan Parties, substantially in the form of Exhibit B hereto.

“Subsidiary” means, as of a Person, a corporation, partnership, joint venture, limited liability company, unlimited liability company or other business entity of which a majority of the shares or Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of a Loan Party.

“Term SOFR” means a rate per annum equal to Term SOFR Reference Rate for a one-month interest period.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Holder in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR published by the Term SOFR Administrator and displayed on CME’s Market Data Platform (or other commercially available source providing such quotations as may be selected by the Holder from time to time).

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided, that if perfection or the effect of perfection or non-perfection or the priority of any security interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

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12.

INTERPRETATION. With reference to this Note and each other Note Document, unless otherwise specified herein or in such other Note Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Note in its entirety and not to any particular provision hereof, (g) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Note, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) for purposes of interpreting the representations and warranties set forth in Section 6, the covenant set forth in Section 8(e), and the Events of Default set forth in Section 10(a)(iii) and Section 10(a)(iv), any inaccuracy of a representation or warranty or violation of such covenant or occurrence of such an Event of Default (as a result of the inaccuracy in such representation or warranty or violation of such covenant) shall be disregarded and deemed not to have occurred to the extent such inaccuracy or violation directly results from actions taken by the Holder or its Affiliates prior to the date hereof without the consent of the Maker or its board of directors, (j) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form and (k) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”.

13.

CANCELLATION. After all Obligations have been paid in full in cash, this Note will be surrendered to Maker for cancellation and will not be reissued.

14.

MISCELLANEOUS.

(a)

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given, made or sent by delivery in person, by an internationally recognized overnight courier service, by facsimile, by registered or certified mail (postage prepaid, return receipt requested), or by electronic mail (at such e-mail addresses as a party may designate in accordance herewith) to the respective parties hereto at such party’s address set forth beneath its signature on the signature page to this Note, or at such other address as such party may hereafter specify in a notice given in the manner required under this Section 14(a).

All notices hereunder shall be deemed to have been duly given: when received, if personally delivered or transmitted by facsimile or electronic mail; the day after it is sent; if sent for next day delivery to a domestic address by an internationally recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

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(b)

Assignment by Holder. The provisions of this Note and the other Note Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns to the extent permitted hereby. Holder may at any time assign to one or more assignees (other than natural persons) all or a portion of its rights and obligations of this Note with the prior written consent of Maker (not to be unreasonably delayed, withheld or conditioned); provided that no such consent shall be required (x) if such assignment is to an Affiliate of Holder or (y) an Event of Default exists and is continuing; provided, further, that Maker’s consent shall be deemed given after ten (10) days have passed after notice of such proposed assignment has been provided by Holder. Any assignee hereunder shall be a party to this Note and have the rights and obligations of Holder hereunder, and upon assignment of all its rights and obligations Holder shall be released from its obligations under this Note and shall cease to be a party hereto upon such assignment. Maker agrees that Holder may provide any information that Holder may have about Maker or about any matter relating to this Note to any of its Affiliates or their successors, or to any one or more purchasers or potential purchasers of any of its rights under this Note.

(c)

Assignment by Maker. Maker shall not assign or transfer any of its rights or obligations under this Note or any of the other Note Documents without the prior written consent of Holder.

(d)

Replacement. Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction of this Note, upon delivery of an unsecured indemnity agreement in such reasonable amount as Maker may determine or, in the case of any such mutilation, upon the surrender of this Note to Maker for cancellation, Maker at its expense will execute and deliver, in lieu thereof, a new Note of the same class and of like tenor, dated so that there will be no loss of interest on such lost, stolen, destroyed or mutilated Note.

(e)

Severability. Whenever possible, each provision of this Note will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note is held to be prohibited by or invalid under applicable law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Note.

(f)

Descriptive Headings; Interpretation. The descriptive headings of this Note are inserted for convenience only and do not constitute a substantive part of this Note. The use of the word “including” in this Note is by way of example rather than by limitation.

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(g)

Currency. Unless otherwise specified in this Note, all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.

(h)

GOVERNING LAW. THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY (EXCLUDING FOR THE AVOIDANCE OF DOUBT THE GOVERNANCE LETTER) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THIS NOTE SHALL BE DEEMED TO HAVE BEEN EXECUTED AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.

(i)

SUBMISSION TO JURISDICTION. MAKER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST HOLDER, ITS SUCCESSORS AND ASSIGNS AND EACH OF THEIR RESPECTIVE AFFILIATES IN ANY WAY RELATING TO THIS NOTE OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF MANHATTAN), AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND ANY APPELLATE COURT FROM ANY THEREOF, AND IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT HOLDER HAS TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST MAKER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(j)

VENUE. EACH PERSON PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN SUBSECTION (i) OF THIS SECTION 14 . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(k)

SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14(a). NOTHING IN THIS NOTE WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(l)

Specific Waivers. Maker hereby waives presentment, demand for performance, notice of non- performance, protest, notice of protest and notice of dishonor. No delay on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or any other right.

(m)

All Powers Coupled with Interest. All powers of attorney and other authorizations granted to Holder and any Persons designated by Holder pursuant to any provisions of this Note shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied.

(n)

Amendments.

(i)

Any term, covenant, agreement or condition of this Note may be amended and any departure therefrom may be consented to if, but only if, such amendment, waiver or consent is in writing signed by Holder and, in the case of an amendment, by Maker. Unless otherwise specified in such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

(ii)

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(iii)

Notwithstanding anything to the contrary herein or otherwise, in the event the Holder assigns all or a portion of its rights and obligations of this Note to any third-party assignee, the Maker agrees to negotiate in good faith to amend this Note to add customary “required lender” consent rights and voting provisions, on terms to be agreed.

(iv)

Notwithstanding anything to the contrary herein or otherwise, the Maker and the Holder shall enter into any amendment necessary, following the Closing Date, to ensure Sharia compliance so long as such amendment does not increase the overall economics owed to the Holder and is otherwise on customary terms required to ensure Sharia compliance.

(o)

Conflicts. In the event of any conflict between the terms of this Note and the terms of the Subordination Agreement (from and after its effectiveness), the terms of the Subordination Agreement shall control.

15.

GUARANTEE.

(a)

Guarantee.

(i)

Each Guarantor hereby, unconditionally and irrevocably, guarantees to the Holder the prompt and complete payment and performance by the Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(ii)

All obligations of each Guarantor under this Section 15 (this “Guarantee”) shall remain in full force and effect until the Obligations are paid in full in cash, notwithstanding that from time to time prior thereto the Maker may be free from any Obligations.

(iii)

Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guarantee or affecting the rights and remedies of the Holder hereunder.

(iv)

No payment or payments made by the Maker, any Guarantor, any other guarantor or any other Person or received or collected by the Holder from the Maker, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) are paid in full.

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(v)

Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Holder on account of its liability hereunder, it will notify the Holder in writing that such payment is made under this Guarantee for such purpose, provided that such Guarantor’s failure to give such notice shall not affect the validity or effectiveness of such payment.

(b)

Right of Contribution. Each Guarantor hereby agrees that, to the extent a Guarantor shall have paid more than its proportionate share of any payment made hereunder or in respect of the Obligations, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. The provisions of this Section 15(b) shall be subject to the terms and conditions of Section 15(d). The provisions of this Section 15(b) shall in no respect limit the obligations and liabilities of any Guarantor to the Holder, and each Guarantor shall remain liable to the Holder for the full amount guaranteed by it hereunder.

(c)

Right of Setoff. Upon the occurrence of any Event of Default, each Guarantor hereby irrevocably authorizes the Holder at any time and from time to time without notice to such Guarantor, any such notice being expressly waived by such Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Holder to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Holder may elect, against and on account of the obligations and liabilities of such Guarantor to the Holder hereunder and claims of every nature and description of the Holder against such Guarantor, in any currency, whether arising hereunder, any other Note Documents or otherwise, as the Holder may elect, whether or not the Holder has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Holder shall notify such Guarantor promptly of any such set off and the application made by the Holder, provided that the failure to give such notice shall not affect the validity of such set off and application. The rights of the Holder under this Section are in addition to other rights and remedies (including, without limitation, other rights of set off) which the Holder may have.

(d)

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder or any set off or application of funds of any Guarantor by the Holder, no Guarantor shall be entitled to be subrogated to any of the rights of the Holder against the Maker or any other guarantor or any collateral security or guarantee or right of offset held by the Holder for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Maker or any other guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Holder by the Maker on account of the Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Holder, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Holder in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Holder, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holder may determine.

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(e)

Amendments, etc. with respect to the Obligations; Waiver of Rights.

(i)

Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against such Guarantor and without notice to or further assent by such Guarantor, any demand for payment of any of the Obligations made by the Holder may be rescinded by such party and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Holder, and this Note and the other Note Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Holder may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Holder for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Holder shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against any Guarantor, the Holder may, but shall be under no obligation to, make a similar demand on the Maker or any other guarantor, and any failure by the Holder to make any such demand or to collect any payments from the Maker or any such other guarantor or any release of the Maker or such other guarantor shall not relieve any Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Holder against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

(ii)

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(f)

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Holder upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Maker and the Guarantors, on the one hand, and the Holder, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Maker or any Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment, and not merely of collection, without regard to (a) the validity, regularity or enforceability of the Note or any other Note Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Holder, (b) any defense, set off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Maker against the Holder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Maker or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Maker for the Obligations, or of any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Holder and the Holder may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Maker or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Holder to pursue such other rights or remedies or to collect any payments from the Maker or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Maker or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Holder against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to be benefit of the Holder, and their respective successors, permitted indorsees, permitted transferees and permitted assigns, until all the Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of this Note the Maker may be free from any Obligations.

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(g)

Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Maker or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Maker or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

(h)

Not Affected by Bankruptcy. Notwithstanding any modification, discharge or extension of the Obligations or any amendment, modification, stay or cure of the Holder’s rights which may occur in any bankruptcy or reorganization case or proceeding against the Maker, whether permanent or temporary, and whether or not assented to by the Holder, each Guarantor hereby agrees that such Guarantor shall be obligated hereunder to pay and perform the Obligations and discharge their other obligations in accordance with the terms of the Obligations and the terms of this Guarantee. Each Guarantor understands and acknowledges that, by virtue of this Guarantee, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to the Maker. Without in any way limiting the generality of the foregoing, any subsequent modification of the Obligations in any reorganization case concerning the Maker shall not affect the obligation of each Guarantor to pay and perform the Obligations in accordance with the original terms thereof.

(i)

Covenants. Each Guarantor hereby covenants and agrees with the Holder that, from and after the date of this Guarantee until the Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) are paid in full in cash, such Guarantor shall comply with each of the covenants set forth in the Note to the extent such covenants apply to such Guarantor, in each case subject to the provisions of Section 15(e)(ii) above.

[Signature page follows]

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IN WITNESS WHEREOF, the Maker and the Loan Parties have caused this Note to be duly executed as of the date first above written.

	THE CHILDREN’S PLACE, INC., as Maker

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	Chief Operating Officer and Chief Financial Officer

	THE CHILDREN’S PLACE SERVICES COMPANY, LLC, as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP BRANDS, LLC, as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	THE CHILDREN’S PLACE INTERNATIONAL, LLC, as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	THE CHILDREN’S PLACE (CANADA), LP, by its general partner, TCP INVESTMENT CANADA II CORP., as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

[Signature Page to Unsecured Promissory Note]

	THECHILDRENSPLACE.COM, INC., as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	THE CHILDREN’S PLACE CANADA HOLDINGS, INC., as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP IH II, LLC, as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP REAL ESTATE HOLDINGS, LLC, as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP INTERNATIONAL PRODUCT HOLDINGS, LLC, as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP INVESTMENT CANADA II CORP., as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

[Signature Page to Unsecured Promissory Note]

	TCP INVESTMENT CANADA I CORP., as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

[Signature Page to Unsecured Promissory Note]

	Acknnowledged and agreed:

	MITHAQ CAPITAL SPC, as Holder

	By:	/s/ Turki Saleh A. AlRajhi
	Name:	Turki Saleh A. AlRajhi
	Title:	Director

[Signature Page to Unsecured Promissory Note]

Notice Information

If to Maker:

500 Plaza Drive, Secaucus, New Jersey 07094

Attention: Jared Shure

Email: jshure@childrensplace.com

With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Thomas V. de la Bastide III

Email: tdelabastide@paulweiss.com

If to Holder:

Mithaq Capital SPC

Synergy, Suite 22, 3269 Anas Ibn Malik Rd,

Al Malqa, Riyadh 13521

Saudi Arabia

Attention: Turki Saleh A. AlRajhi; Muhammad Asif Seemab

Email: talrajhi@mithaqholding.com; asif@mithaqholding.com

With a copy to:

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

Attention: Richard Brand; Jared Zajac

Email: Richard.Brand@cwt.com; Jared.Zajac@cwt.com

Exhibit A

Form of Borrowing Notice

[___] [_], 202[_]

Mithaq Capital SPC

Synergy, Suite 22, 3269 Anas Ibn Malik Rd,

Al Malqa, Riyadh 13521 Saudi Arabia

Attention: Turki Saleh A. AlRajhi; Muhammad Asif Seemab

Email: talrajhi@mithaqholding.com; asif@mithaqholding.com

With a copy to:

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

Attention: Richard Brand; Jared Zajac

Email: Richard.Brand@cwt.com; Jared.Zajac@cwt.com

Ladies and Gentlemen:

Reference is made to the Unsecured Promissory Note, to be dated as of April 16, 2024 (the “Note”), between The Children’s Place, Inc. (“Maker”) and Mithaq Capital SPC (“Holder”). Capitalized terms used and not defined herein shall have the meanings given to them in the Note.

1.             Maker hereby requests the disbursement of the Term Loan in the amount of [___] dollars ($[____]) pursuant to Section 4 of the Note.

2.             The proposed date of the requested disbursement is [__] (which is a Business Day).

3.             Maker hereby certifies that each of the conditions set forth in clauses (i), (ii), (iv), (v) and (vi) of Section 5(a) of the Note have been satisfied.

4.             Maker hereby certifies that the information set forth herein is true, correct and complete, and Maker acknowledges that, in connection with making the Term Loan requested hereby, the Holder is relying on the information contained herein and certified, on behalf of Maker, as being true, correct and complete.

This Borrowing Notice may be executed and delivered by transmittal of a portable document format (.pdf) file or other electronic means, which shall have the same import and effect as an original and shall be valid, enforceable and binding for the purposes of this Borrowing Notice.

[Remainder of Page Intentionally Blank]

Exhibit B

Form of Subordination Agreement

[See Attached]

SCHEDULE I

Principal Amount	Date of Term Loan Advance
$90,000,000	April 16, 2024

SCHEDULE II

Wire Instructions

[see attached].

Exhibit 99.8

AMENDED AND RESTATED SUBORDINATION AGREEMENT

AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Agreement”), dated as of April 16, 2024, among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (together with its successors and permitted assigns in such capacities herein, the “Senior Agent”) for the Senior Secured Parties referred to below, (b) MITHAQ CAPITAL SPC, a Cayman segregated portfolio company (solely in its capacity as the holder of the Subordinated Debt (as defined below), the “Subordinated Lender”), and (c) THE CHILDREN’S PLACE, INC., a Delaware corporation (as the “Lead Borrower”, together with the undersigned, as Borrowers and Guarantors as defined in the Senior Credit Agreement referred to below, collectively, the “Loan Parties”).

WHEREAS, the Loan Parties, the lenders from time to time party thereto (collectively, the “Senior Lenders”) and the Senior Agent are parties to that certain Credit Agreement, dated as of May 9, 2019 (as amended, amended and restated, supplemented, replaced, renewed, refinanced, and otherwise in effect from time to time, the “Senior Credit Agreement”), pursuant to which, upon the terms and subject to the conditions contained therein, the Senior Lenders and the other Credit Parties (as defined in the Senior Credit Agreement) (collectively with the Senior Lenders, the “Senior Secured Parties”) agreed to make certain loans and provide other financial accommodations to the Borrowers thereunder; and

WHEREAS, to secure the Senior Debt (as defined herein) of the Loan Parties under and in connection with the Senior Documents (as defined herein), the Loan Parties have granted to the Senior Agent, for the benefit of the Senior Secured Parties, Liens (as defined herein) on substantially all of the assets of the Loan Parties; and

WHEREAS, the Loan Parties and the Subordinated Lender have entered to the following: (a) that certain Unsecured Promissory Note, dated as of February 29, 2024 (as amended, amended and restated, supplemented, replaced, renewed and otherwise in effect from time to time in accordance with the terms of this Agreement, the “First Subordinated Loan Agreement”), pursuant to which, upon the terms and subject to the conditions contained therein, the Subordinated Lender has agreed to provide an unsecured credit facility to the Loan Parties thereunder in the form of an initial advance of $30,000,000 and a delay draw advance of $48,600,000; and (b) that certain Unsecured Promissory Note, dated as of April 16, 2024 (as amended, amended and restated, supplemented, replaced, renewed and otherwise in effect from time to time in accordance with the terms of this Agreement, the “Second Subordinated Loan Agreement”, and, together with the First Subordinated Loan Agreement, collectively, the “Subordinated Loan Agreement”), pursuant to which, upon the terms and subject to the conditions contained therein, the Subordinated Lender has agreed to provide an unsecured term credit facility to the Loan Parties thereunder in the form of an advance of $90,000,000; and

WHEREAS, the Loan Parties, the Subordinated Lender and the ABL Agent are party to that certain Subordination Agreement, dated as of March 7, 2024 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Subordination Agreement”); and

WHEREAS, the Loan Parties have requested that the Existing Subordination Agreement be amended and restated in order to, among other things, account for the execution of the Second Subordinated Loan Agreement and provide for the subordination of the Subordinated Debt and Subordinated Documents (including, without limitation, with respect to the Second Subordinated Loan Agreement) to the payment in full of all Senior Debt, as further provided herein; and

WHEREAS, in order to induce the Senior Secured Parties to make loans and otherwise extend credit to the Borrowers pursuant to the Senior Credit Agreement, the Loan Parties and the Subordinated Lender have agreed to enter into this Agreement with the Senior Agent.

NOW, THEREFORE, in consideration of the foregoing, the mutual agreements contained in the Senior Credit Agreement and herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Definitions. Terms not otherwise defined herein have the same respective meanings given to them in the Senior Credit Agreement, as in effect on the Seventh Amendment Effective Date. In addition, the following terms shall have the following meanings:

Bankruptcy Code: Title 11 of the United States Code, as now or hereafter in effect or any successor thereto.

Collateral: All assets, whether real, personal or mixed, or tangible or intangible now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted or purported to be granted to the Senior Agent, together with all rents, issues, profits, products and proceeds thereof.

Debtor Relief Laws: The Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), the restructuring provisions of applicable Canadian corporate statutes, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Insolvency Proceeding: (a) Any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, administration, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case covered by clauses (a) and (b) undertaken under any Debtor Relief Laws.

Lien: shall have the meaning assigned to such term in the Senior Credit Agreement.

“paid in full” or “payment in full”: shall mean the indefeasible payment in full in cash of all Senior Debt.

Permitted Subordinated Debt Payments: shall mean only the following: (a) regularly scheduled interest payments owing under the Second Subordinated Loan Agreement (but, for the avoidance of doubt, not with respect to any other Subordinated Indebtedness), in all cases, at the non-default rate and in such amounts as are reflected in the Second Subordinated Loan Agreement on the date hereof, (b) voluntary prepayments of principal under the Second Subordinated Loan Agreement (but, for the avoidance of doubt, not with respect to any other Subordinated Indebtedness), so long as, in all cases under both clauses (a) and (b) hereunder, the Senior Agent shall have received evidence, which shall be in form and substance acceptable to it, evidencing that both before and after giving pro forma effect to each such payment or prepayment, the Payment Conditions (as defined in the Senior Debt) shall be satisfied, and (c) voluntary prepayments of principal under the Second Subordinated Loan Agreement (but, for the avoidance of doubt, not with respect to any other Subordinated Indebtedness), so long as (i) each such prepayment is funded solely with Retained Equity Net Proceeds, (ii) no Default has occurred or is continuing or would result from any such prepayment, (iii) no Cash Dominion Event is continuing (except in the case of a Prepayment Dominion Exception), and (iv) such prepayment is made substantially concurrently with receipt by the Loan Parties of such Retained Equity Net Proceeds.

Retained Equity Net Proceeds: shall have the meaning assigned to such term in the Senior Credit Agreement.

Senior Debt: All “Obligations” under and as defined in the Senior Credit Agreement, including all principal, interest, fees, costs, enforcement expenses (including legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations created or evidenced by the Senior Credit Agreement, or any of the other Senior Documents or any prior, concurrent, or subsequent notes, instruments or agreements of indebtedness, liabilities or obligations of any type or form whatsoever relating thereto in favor of the Senior Secured Parties. Senior Debt shall expressly include any and all interest accruing or out of pocket costs or expenses incurred after the date of any filing by or against any Loan Party of any petition under any Debtor Relief Law or Insolvency Proceeding relating thereto regardless of whether the Senior Secured Parties’ claims therefor is allowed or allowable in such case or proceeding relating thereto.

Senior Default: A “Default” or “Event of Default” under (and as defined in) the Senior Credit Agreement.

Senior Documents: All “Loan Documents” under and as defined in the Senior Credit Agreement and any and all guaranties and security interests, mortgages and other Liens directly or indirectly guarantying or securing any of the Senior Debt, and any and all other documents or instruments evidencing or further guarantying or securing directly or indirectly any of the Senior Debt, whether now existing or hereafter created.

Subordinated Debt: (i) The indebtedness and other obligations of the Loan Parties to Subordinated Lender now existing or hereafter created pursuant to the Subordinated Loan Agreement and any other Subordinated Documents, including all principal, interest, fees, costs, enforcement expenses (including legal fees and disbursements), and collateral protection expenses, and (ii) shall expressly include any and all interest accruing or out of pocket costs or expenses incurred, in all cases, with respect to items described in clause (i) above, after the date of any filing by or against any Loan Party of any petition under any Debtor Relief Law or Insolvency Proceeding relating thereto.

Subordinated Documents: Any loan note, any and all guaranties directly or indirectly guarantying any of the Subordinated Debt, including the Subordinated Loan Agreement, and any and all other documents or instruments evidencing or further guarantying directly or indirectly any of the Subordinated Debt, whether now existing or hereafter created. For the avoidance of doubt, the Letter Agreement (as defined in the Subordinated Loan Agreement as in effect on the date hereof) is not a Subordinated Document.

2.             Subordination of Subordinated Debt to Senior Debt. Subject to the terms hereof, the Subordinated Lender hereby agrees that its Subordinated Debt and the Subordinated Documents shall be and hereby are subordinated and the payment thereof is deferred until the payment in full of all Senior Debt whether now or hereafter incurred or owed by the Borrowers or any other Loan Party; provided that, notwithstanding the foregoing, the Subordinated Lender may, prior to the payment in full of all Senior Debt, convert, exchange, contribute, repay or otherwise satisfy all or any part of the Subordinated Debt into, for or with common equity securities of the Lead Borrower. Notwithstanding the immediately preceding sentence, the Borrowers shall be permitted to pay, and the Subordinated Lenders shall be permitted to receive, any Permitted Subordinated Debt Payment.

3.             Enforcement; Subrogation. The Subordinated Lender hereby acknowledges and agrees that it shall not take or omit to take any action or assert any claim with respect to the Subordinated Debt which is inconsistent with the provisions of this Agreement. Without limiting the foregoing, the Subordinated Lender hereby acknowledges and agrees that it shall not assert, collect or enforce the Subordinated Debt or any part thereof or take any action to foreclose or realize upon the Subordinated Debt or any part thereof or enforce any of the Subordinated Documents except (i) to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitation, (ii) to file a proof of claim or similar evidence of the existence of the Subordinated Debt in any Insolvency Proceeding, or (iii) to file defensive pleadings contesting any challenge or other objection to the classification, existence or validity of the Subordinated Debt. Until the payment in full of all Senior Debt, the Subordinated Lender shall not have any right of subrogation, reimbursement, restitution, contribution or indemnity whatsoever from any Collateral of any Loan Party. The Subordinated Lender further waives any and all rights with respect to marshalling.

4.             Payments Held in Trust. The Subordinated Lender shall segregate, hold in trust and immediately pay over to the Senior Agent, in the same form of payment received, with appropriate endorsements, for application to the Senior Debt any cash amount or other Collateral or other assets that any Loan Party pays to or delivers to the Subordinated Lender with respect to the Subordinated Debt; provided that this Section 4 shall not apply to any Permitted Subordinated Debt Payment. The Senior Agent is hereby authorized to make any such endorsements as agent for the Subordinated Lender. This authorization is coupled with an interest and is irrevocable.

5.             Defense to Enforcement. If the Subordinated Lender, in contravention of the terms of this Agreement, shall commence, prosecute or participate in any suit, action or proceeding against any Loan Party, then such Loan Party may interpose as a defense or plea the making of this Agreement, and any Senior Secured Party may intervene and interpose such defense or plea in its name or in the name of the applicable Loan Party or Loan Parties. If the Subordinated Lender, in contravention of the terms of this Agreement, shall attempt to collect any of the Subordinated Debt or enforce any of the Subordinated Documents, then any Senior Secured Party or any Loan Party may, by virtue of this Agreement, restrain the enforcement thereof in the name of the Senior Secured Parties or in the name of the Loan Parties. If the Subordinated Lender, in contravention of the terms of this Agreement, obtains any cash or other assets (including, any Collateral) of any Loan Party as a result of any administrative, legal or equitable actions, or otherwise, the Subordinated Lender agrees that it shall forthwith pay, deliver and assign to the Senior Agent, with appropriate endorsements, any such cash for application to the Senior Debt and any such other assets as Collateral for the Senior Debt.

6.             Bankruptcy, etc.

6.1             Payments relating to Subordinated Debt. At any meeting of creditors of any Loan Party or in the event of any case or proceeding (including any Insolvency Proceeding), voluntary or involuntary, for the distribution, division or application of all or part of the assets of a Loan Party or the proceeds thereof, whether such case or proceeding be for the liquidation, dissolution or winding up of a Loan Party or its business, a receivership, insolvency or bankruptcy case or proceeding, an assignment for the benefit of creditors or a proceeding by or against a Loan Party for relief under any Debtor Relief Law, the Senior Agent, on behalf of the Senior Secured Parties, is hereby irrevocably authorized at any such meeting or in any such proceeding to receive or collect any cash or other assets of the Loan Parties distributed, divided or applied by way of dividend or payment, or any securities issued on account of any Subordinated Debt (including, without limitation, any adequate protection payments received in violation of this Agreement), and apply such cash to or to hold such other assets or securities as Collateral for the Senior Debt, and to apply to the Senior Debt any cash proceeds of any realization upon such other assets or securities or other Collateral that the Senior Agent elects to effect, until the payment in full of all of the Senior Debt, rendering to the Subordinated Lender any surplus to which the Subordinated Lender is then entitled.

6.2             Subordinated Debt Voting Rights. At any such meeting of creditors or in the event of any such case or proceeding (including any Insolvency Proceeding by or against any Loan Party), the Subordinated Lender shall retain the right to vote and otherwise act with respect to the Subordinated Debt (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension or any proposal), provided that the Subordinated Lender shall not vote its claims with respect to the Subordinated Debt with respect to any such plan or proposal or take any other action in any way (A) so as to contest (i) the validity of any Senior Debt or any Collateral therefor or guaranties thereof, (ii) the relative rights and duties of any holders of any Senior Debt established in any instruments or agreements creating or evidencing any of the Senior Debt with respect to any of such collateral or guaranties or (iii) the Subordinated Lender’s obligations and agreements set forth in this Agreement; or (B) which does not provide for payment in full of the Senior Debt on the effective date of such plan or proposal.

6.3             Financing. Notwithstanding any other provisions of this Agreement to the contrary, the Subordinated Lender confirms and agrees that (i) it has no right to compel or forestall action by the Senior Agent or any of the Senior Secured Parties in respect of any of the Collateral (the Senior Agent and Senior Secured Parties being free to exercise or not exercise all or any of their rights and remedies in their sole discretion); (ii) the Senior Agent and Senior Secured Parties have full authority to deal with the Collateral; (iii) it will not act in the manner so as to adversely affect the Collateral or make it burdensome for the Senior Agent or Senior Secured Parties to realize upon the Collateral; (iv) if any Loan Party shall be subject to an Insolvency Proceeding and the Senior Agent or the Senior Secured Parties desire to permit use of cash collateral by, or provide financing to or consent to financing to, the Loan Parties under either Section 363 or 364 of the Bankruptcy Code or under any other Debtor Relief Law, the Subordinated Lender agrees that (x) adequate notice to it shall have been provided for such financing if it receives notice one (1) Business Day (subject to availability of a court to shorten the period of notice) prior to the entry of an order approving such financing; (y) no objection will be raised by it to such financing on any grounds; and (z) the Subordinated Lender shall consent to the Liens on Collateral securing such debtor in possession financing and all obligations relating thereto, and (v) if any Loan Party shall be subject to an Insolvency Proceeding, the Subordinated Lender may not provide financing to the Loan Parties under either Section 363 or 364 of the Bankruptcy Code or any other Debtor Relief Law. The Subordinated Lender agrees not to assert any right it may have to “adequate protection” of the Subordinated Lender’s interest in any Collateral in any Insolvency Proceeding under any or all of §361, §362, §363 or §364 of the Bankruptcy Code or any other Debtor Relief Law or otherwise, and agrees that it will not seek to have the automatic stay or any other stay lifted with respect to any Collateral without the prior written consent of the Senior Agent.

6.4             Section 363 Sales. The Subordinated Lender agrees that it will not object to or oppose any bidding procedures or a sale or other disposition of any Collateral free and clear of security interests, Liens or other claims of the Subordinated Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or under any other Debtor Relief Law, if the Senior Agent has consented to such sale or disposition and shall be deemed to have consented to such sale or disposition pursuant to Section 363(f) of the Bankruptcy Code or any other Debtor Relief Law. The Subordinated Lender waives any claim it may now or hereafter have arising out of the Senior Agent’s election, in any Insolvency Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, or under any other Debtor Relief Law, and/or any borrowing or grant of a security interest or charge under Section 364 of the Bankruptcy Code or under any other Debtor Relief Law by the Loan Parties, as debtors in possession.

6.5             Continuing Effectiveness in Insolvency. This Agreement, which the parties hereto expressly acknowledge, is a “subordination agreement” under section 510(a) of the Bankruptcy Code, or under any other Debtor Relief Law shall be effective before, during and after the commencement of an Insolvency Proceeding with respect to any Loan Party. All references herein to each Loan Party shall be deemed to apply to a trustee for the estate of such Person and to such Person as a debtor-in-possession.

7.             Lien Subordination; Collateral Matters.

7.1             Subordination of Lien of Subordinated Lender. Notwithstanding anything to the contrary contained herein, the Borrowers shall not at any time grant to the Subordinated Lender, nor shall the Subordinated Lender have, a Lien on any Collateral. Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien of any Senior Secured Party on Collateral securing any Senior Debt or any Lien of the Subordinated Lender on Collateral securing any Subordinated Debt and notwithstanding any provision of the UCC, PPSA any applicable law or any Senior Documents or Subordinated Documents, the Senior Agent, on behalf of each Senior Secured Party, and the Subordinated Lender, hereby agree that, (i) the Liens in favor of the Senior Secured Parties securing the Senior Debt in respect of the Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to any Liens in favor of the Subordinated Lender securing the Subordinated Debt in respect of the Collateral, and (ii) any Liens in favor of the Subordinated Lender securing the Subordinated Debt in respect of the Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to the Liens in favor of the Senior Secured Parties securing the Senior Debt in respect of the Collateral. Without limiting the generality of the foregoing, it is expressly agreed that all proceeds of Collateral received by the Subordinated Lender shall be paid over to the Senior Agent immediately for application to the Senior Debt until the payment in full of all Senior Debt. The foregoing shall apply regardless of the order of filing of any such Liens (or the exercise of control over or possession of any Collateral) or perfection of any such security interests (or failure to make any such filing or perfect any such security interest), or the avoidance of any such security interest.

7.2             No Remedies With Respect to Collateral. Notwithstanding any other provisions of any Subordinated Documents to the contrary, the Subordinated Lender confirms and agrees that (i) it has no right of possession or foreclosure on, or right to pursue any other remedies with respect to, the Collateral until the payment in full of all Senior Debt, and (ii) its only rights and remedies with respect to the Collateral or any proceeds therefrom are to receive any remaining net proceeds of foreclosure of Collateral to the extent of any excess after the payment in full of all Senior Debt and the satisfaction of any other claims senior to the Subordinated Debt.

7.3             Waivers. The Subordinated Lender agrees that it will not assert, and hereby waives, to the fullest extent permitted by applicable law, any right to demand, request, plead or otherwise assert, or otherwise claim the benefit of, any marshalling, appraisement, valuation or other similar rights a junior secured creditor may have under applicable law or any other rights a junior creditor may have under applicable law in respect of the Collateral or any Liens in favor of the Senior Secured Parties securing the Senior Debt in respect of the Collateral. Until the payment in full of all the Senior Debt, the Subordinated Lender waives (i) any right to request any adequate protection in respect of its Liens, (ii) any right to object to any award of adequate protection to the Senior Creditors, and (iii) any right to seek relief from the automatic stay in any Insolvency Proceeding.

7.4             Further Assurances. The Subordinated Lender acknowledges and agrees, upon request of the Senior Agent at any time and from time to time, to execute such other reasonable documents or instruments as may be requested by the Senior Agent further to evidence of public record or otherwise the senior priority of Liens on Collateral securing the Senior Debt as contemplated hereby.

7.5             Books and Records. The Subordinated Lender hereby agrees to maintain on its books and records such notations as the Senior Agent may reasonably request to reflect the subordination contemplated hereby and to perfect or preserve the rights of the Senior Agent and the other Senior Secured Parties hereunder. A copy of this Agreement may be filed as a financing statement in any Uniform Commercial Code recording office.

7.6             Release of Guaranties and Collateral. Without limiting any of the rights of the Senior Agent under the applicable Senior Documents or applicable law, in the event that the Senior Agent releases or discharges any guaranties of the Senior Debt given by any Loan Party which has also guarantied the Subordinated Debt or any Lien on Collateral securing the Senior Debt and also securing the Subordinated Debt, such Loan Party or (as the case may be) such Collateral shall thereupon be deemed to have been released from all such guaranties or Liens in favor of the Subordinated Lender. The Subordinated Lender hereby authorizes the Senior Agent to file any necessary UCC and/or PPSA termination statements or discharges (with respect to any UCC and/or PPSA financing statements or other Lien registrations filed by the Subordinated Lender) to reflect the termination, discharge or release of any Lien contemplated hereby and agrees that, within ten (10) business days following the Senior Agent’s written request therefor, the Subordinated Lender will execute, deliver and file any and all such mortgage discharges, Lien releases, terminations and discharges and other agreements and instruments as the Senior Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Subordinated Lender hereby irrevocably appoints the Senior Agent, and its successors and assigns, and their respective officers, with full power of substitution, the true and lawful attorney(s) of the Subordinated Lender for the purpose of effecting any such executions, deliveries and filings if and to the extent that the Subordinated Lender shall have failed to perform such obligations pursuant to the foregoing provisions of this Section 7.6 within such ten (10) business day period.

7.7             Prohibition on Contesting Liens. The Subordinated Lender agrees that it shall not, and hereby waives any right to contest, or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding by or against a Loan Party), the priority, validity, perfection or enforceability of any Liens in favor of the Senior Secured Parties securing the Senior Debt in respect of the Collateral.

7.8             New Liens. Each Loan Party agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to grant a Lien on any of its assets, in favor of the Subordinated Lender. To the extent that the foregoing provisions are not complied with for any reason, the Subordinated Lender agrees that (i) any amounts received by or distributed to the Subordinated Lender pursuant to or as a result of Liens granted in contravention of this Section 7.8 shall be subject to this Agreement such that proceeds thereof will be treated as proceeds of Collateral subject to Section 4 hereof and (ii) the Subordinated Lender shall hold any such Collateral as agent or as bailee, as the case may be, for the Senior Agent and the Senior Secured Parties for purposes of perfecting the Lien of the Senior Agent and the Senior Secured Parties thereon. Each Loan Party hereby agrees that, if, pursuant to the provisions of either the Senior Documents or the Subordinated Documents, a Loan Party shall be required to cause any Subsidiary that is not a Loan Party to become a Loan Party, or if for any reason a Loan Party desires any such Subsidiary to become a Loan Party, such Subsidiary shall execute and deliver to the Senior Agent and the Subordinated Lender a joinder (in the form attached hereto as Exhibit A) and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Loan Party hereto on the date first written above.

8.             Senior Secured Parties’ Freedom of Dealing. The Subordinated Lender agrees with respect to the Senior Debt and any and all collateral therefor or guaranties thereof, that the Loan Parties and the Senior Agent and Senior Secured Parties, may agree, at any time and from time to time, without the consent of or notice to the Subordinated Lender, without incurring responsibility to the Subordinated Lender, and without impairing or releasing, any of its rights, or any of the obligations of the Subordinated Lender hereunder, to do any of the following: (a) change the amount, manner, place, or terms of payment or change or extend the time of payment of or increase, renew or alter the Senior Debt, or any part thereof, or enter into or amend in any manner any agreement (including any related loan agreement, promissory notes and collateral documents) relating to the Senior Debt; (b) sell, exchange, release, or otherwise deal with all or any part of any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Senior Debt, or any part thereof; (c) release anyone liable in any manner for the payment or collection of the Senior Debt, or any part thereof; (d) exercise or refrain from exercising any rights against any Loan Party and others; and (e) apply any sums, by whomsoever paid or however realized, in accordance with the Senior Documents. Without limitation of the foregoing, the Subordinated Lender hereby waives any provision of the Subordinated Documents that restricts the incurrence or existence of the Senior Debt, limits any of the matters described in this Section 8, or otherwise conflicts with this Agreement or any provision of any Senior Document.

9.             Modification or Sale of the Subordinated Debt.

9.1             The Subordinated Lender agrees that it will not, at any time while this Agreement is in effect, (a) modify the terms of any of the Subordinated Debt or any of the Subordinated Documents without the prior written consent of the Senior Agent (it being understood and agreed that the Subordinated Lender may, without the Senior Agent’s consent, (i) waive (but not otherwise modify) any funding condition precedent set forth in the Subordinated Loan Agreement or any other Subordinated Document, (ii) modify Corresponding Provisions (as defined in the Subordinated Loan Agreement as in effect on the date hereof) that are automatically amended, waived, supplemented or otherwise modified as a result of such corresponding amendment, waiver, supplement or other modification to the Senior Credit Agreement), (iii) amend the Second Subordinated Loan Agreement to reflect amendments contemplated by Section 14(n)(iii) of the Second Subordinated Loan Agreement (as in effect as of the date hereof), and (iv) subject to the Senior Agent’s prior written consent (which consent shall not be unreasonably withheld, denied or delayed), amend the Second Subordinated Loan Agreement to reflect amendments contemplated by Section 14(n)(iv) of the Second Subordinated Loan Agreement (as in effect as of the date hereof)), or (b) sell, transfer, pledge, assign, hypothecate or otherwise dispose of any or all of the Subordinated Debt to any Person without the prior written consent of the Senior Agent.

9.2             Notwithstanding the foregoing paragraph or any other provision to the contrary in this Agreement, the Subordinated Lender may, without the consent of the Senior Agent or any other Senior Secured Party, convert, exchange, contribute, repay or otherwise satisfy all or any part of the Subordinated Debt into, for or with common equity securities of the Lead Borrower.

10.          Obligations Absolute. Nothing contained in this Agreement shall impair, as between the Loan Parties and the Subordinated Lender, the obligation of the Loan Parties to pay to the Subordinated Lender all amounts payable in respect of the Subordinated Debt as and when the same shall become due and payable in accordance with the terms thereof, or prevent the Subordinated Lender (except as expressly otherwise provided in Section 3 or Section 6) from exercising all rights, powers and remedies otherwise permitted by the Subordinated Documents and by applicable law upon a default in the payment of the Subordinated Debt or under any Subordinated Document, all, however, subject to the rights of the Senior Secured Parties as set forth in this Agreement.

11.          Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinated Lender and the Loan Parties hereunder shall continue to be fully operative, until the payment in full of all of the Senior Debt. To the extent that any Loan Party makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or a transfer at undervalue or set aside or is required to be repaid to a trustee, receiver, interim receiver, receiver and manager, monitor or any other party under any Debtor Relief Law, state, federal, provincial or foreign law, common law or equitable cause (such payment being hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Senior Secured Party, a Senior Default shall be deemed to have existed and to be continuing under the applicable Senior Documents from the date of such Senior Secured Party’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Senior Secured Party. During any continuance of any such Senior Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinated Lender has received any payments with respect to the Subordinated Debt subsequent to the date of a Senior Secured Party’s initial receipt of such Voided Payment and such payments have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, the Subordinated Lender shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Senior Secured Parties, and the Subordinated Lender shall pay to the Senior Secured Parties, upon demand, the full amount so received by the Subordinated Lender during such period of time to the extent necessary fully to restore to the Senior Secured Parties the amount of such Voided Payment. Upon the payment in full of all of the Senior Debt, which payment shall be final and not avoidable, this Agreement will automatically terminate without any additional action by any party hereto.

12.          Notices. All notices and other communications which are required and may be given pursuant to the terms of this Agreement shall be in writing and shall be sufficient and effective in all respects if given in writing by certified or registered mail or by telecopier or e-mail, as follows:

If to the Senior Agent:

Wells Fargo Bank, National Association

125 High Street, 11th Floor

Boston, MA 02110

Attention: Emily Abrahamson

Email: Emily.J.Abrahamson@wellsfargo.com

With a copy to:

Choate, Hall & Stewart LLP

Two International Place

Boston, MA 02110

Attention: Jennifer Fenn

Telephone: 617-248-4845

Telecopier: 617-502-4845

E-mail: jfenn@choate.com

If to the Subordinated Lender:

Mithaq Capital SPC

Synergy, Suite 22, 3269 Anas Ibn Malik Rd,

Al Malqa, Riyadh 13521 Saudi Arabia

Attention: Turki Saleh A. AlRajhi; Muhammad Asif Seemab

Email: talrajhi@mithaqholding.com; asif@mithaqholding.com

With a copy to:

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

Attention: Richard Brand; Jared Zajac

Telephone: (212) 504-5757; (704) 348-5234

Telecopier: (704) 348-5200

Email: Richard.Brand@cwt.com; Jared.Zajac@cwt.com

If to the Loan Parties:

The Children’s Place, Inc.

500 Plaza Drive

Secaucus, New Jersey 07094

Attention: Sheamus Toal; Jared Shure

E-mail: SToal@childrensplace.com; jshure@childrensplace.com

With a copy to:

Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

Attention: Harris Diamond

Telephone: (212) 885-5383

Telecopier: (917) 332-3784

E-mail: harris.diamond@blankrome.com

or such other address or addresses as any party hereto shall have designated by written notice to the other parties hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Unless the Senior Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

13.          Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

14.          Venue; Waiver of Jury Trial.

14.1           EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF (OR, IN THE EVENT OF THE COMMENCEMENT BY ANY LOAN PARTY OF ANY INSOLVENCY PROCEEDING, THE APPLICABLE COURT PRESIDING OVER THE SUBJECT INSOLVENCY PROCEEDING), IN ANY ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT, OR IN THE APPLICABLE COURT PRESIDING OVER ANY INSOLVENCY PROCEEDING. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY SENIOR DOCUMENTS OR ANY SUBORDINATED DOCUMENTS AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

14.2           EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 14.1. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

14.3           EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

14.4           EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

15.          Miscellaneous.

15.1           This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the party against which enforcement is sought. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart of this Agreement by telecopier, facsimile or other electronic means (including, via electronic mail in .pdf format) shall be as effective as delivery of a manually executed counterpart thereof. The Senior Agent may, in its sole and absolute discretion, waive any provisions of this Agreement benefiting the Senior Secured Parties; provided, however, that such waiver shall be effective only if in writing and signed by the Senior Agent and shall be limited to the specific provision or provisions expressly so waived. This Agreement shall be binding upon the successors and assigns of the Subordinated Lender and the Loan Parties and shall inure to the benefit of the Senior Agent, the Senior Secured Parties, and their respective successors and assigns, any lender or lenders refunding or refinancing any of the Senior Debt and their respective successors and assigns, but shall not otherwise create any rights or benefits for any third party.

15.2           The Senior Debt may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing or replacement transaction under any Senior Document or any Subordinated Document) of any other Senior Secured Party or the Subordinated Lender, all without affecting the payment and Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement debt (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the Senior Agent or the Subordinated Lender, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Senior Agent or the Subordinated Lender, as the case may be. In the event the Senior Debt is refinanced or replaced, the Loan Parties agree to provide notice to the Subordinated Lender. In connection with any refinancing or replacement contemplated by this Section 15.2, this Agreement may be amended at the request of the lenders and/or agent providing such refinancing or replacement debt (at the sole expense of the Loan Parties), and without the consent of either the other Senior Secured Parties or the Subordinated Lender, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement Debt, and (b) to establish that such debt and Liens on any Collateral securing such refinancing or replacement debt shall have the same priority as the debt and Liens on any Collateral securing the debt being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement. For the avoidance of doubt, (i) the Senior Debt may be refinanced or replaced by one facility or multiple facilities, and (ii) no facility refinancing or replacing the Senior Debt, in whole or in part, shall be required to be a revolving or asset-based loan facility and may be a facility evidenced or governed by a credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument.

15.3           For the avoidance of doubt, the restrictions contained in this Agreement shall only apply to Mithaq Capital SPC in its capacity as holder of the Subordinated Debt and not in its capacity as equity holder or any other capacity.

16.          Acknowledgements.

16.1           Reliance by Senior Secured Parties. All loans and other extensions of credit made or deemed made on and after the date hereof by the Senior Secured Parties to the Loan Parties shall be deemed to have been given and made in reliance upon this Agreement.

16.2           Independent Analysis. The Senior Agent, on behalf of each respective Senior Secured Party, and the Subordinated Lender hereby agrees that each such Person has, independently and without reliance on the Senior Agent or any Senior Secured Party or the Subordinated Lender, respectively, and based on documents and information deemed by it appropriate, made its own credit analysis and decision to enter into this Agreement, the applicable Senior Documents and the Subordinated Documents, and the transactions contemplated hereby and thereby and agrees that it will continue to make its own credit decision in taking or not taking any action under the applicable Senior Documents or the Subordinated Documents, or this Agreement.

17.           Representations and Warranties. Each party hereto represents and warrants as follows:

17.1           Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.

17.2           This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

17.3             The execution, delivery and performance by such party of this Agreement (i) does not require any consent or approval of, registration or filing with or any other action by any Governmental Authority and (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such party or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party.

18.           Waivers. The Senior Secured Parties shall have no liability to the Subordinated Lender with respect to, and the Subordinated Lender waives any claim or defense which such Subordinated Lender may now or hereafter have against the Senior Secured Parties arising from or in connection with the exercise by the Senior Secured Parties of their rights under this Agreement, the Senior Documents or any other documents or instruments contemplated hereby or thereby. Without limitation of the foregoing, the Subordinated Lender waives any claim or defense which such Subordinated Lender may now or hereafter have against the Senior Secured Parties arising from or in connection with (i) any and all actions which the Senior Secured Parties take or omit to take with respect to any Senior Document (including actions with respect to the creation, perfection or continuation of Liens in any Collateral, actions with respect to the occurrence of any Senior Default, and actions with respect to the collection of any claim for all or any part of any Senior Debt from any account debtor, guarantor or any other Person); (ii) any notice of the incurrence or increase of Senior Debt, it being understood that the Senior Secured Parties may make advances now or hereafter relating to the Senior Debt and there may be other increases to the Senior Debt without notice to or authorization of the Subordinated Lender in reliance upon the provisions of this Agreement; (iii) any defense based upon or arising by reason of (A) any disability or other defense of any Loan Party or any other Person; or (B) any lack of authority of any agent or any other Person acting or purporting to act on behalf of any Loan Party or the Subordinated Lender; or (C) any failure by the Senior Secured Parties to properly perfect any Lien in any asset of any Loan Party or any other Person; or (iv) any election by the Senior Secured Parties in any Insolvency Proceeding by or against any Loan Party, including any failure of the Senior Secured Parties to make any election or vote any claim with regard to the Subordinated Debt. The Subordinated Lender further hereby agrees to pay and to indemnify and save each Senior Secured Party harmless from and against any damage, loss, cost or expense (including reasonable fees, charges and disbursements of counsel) which such Senior Secured Party may incur or be subject to in connection with the Senior Agent or any Senior Secured Parties’ efforts to preserve, protect, collect or enforce any of the obligations of the Subordinated Lender hereunder and/or the exercise of any of Senior Agent or Senior Secured Party rights and remedies against the Subordinated Lender hereunder (whether or not suit is instituted by or against Senior Agent or any other Senior Secured Party). Notwithstanding any other provision of this Agreement to the contrary, the provisions set forth in this Section 18 shall survive the termination of this Agreement.

19.          Specific Performance. Each of the Senior Agent and the other Senior Secured Parties may demand specific performance of this Agreement by the Subordinated Lender. The Subordinated Lender hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Senior Agent or any other Senior Secured Party.

20.          Amendment and Restatement. This Agreement amends, restates and supersedes in its entirety the Existing Subordination Agreement. This Agreement is in no way intended to constitute a novation of the Existing Subordination Agreement or the obligations under the Existing Subordination Agreement. The parties hereto agree that the Senior Documents and Subordinated Documents remain in full force and effect and any reference to the Existing Subordination Agreement in any Senior Document or any Subordinated Document shall be deemed to reference this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	SENIOR AGENT:

	WELLS FARGO BANK, NATIONAL ASSOCIATION

	By:	/s/ Emily Abrahamson
	Name:	Emily Abrahamson
	Title:	Authorized Signatory

[Signature Page to Amended & Restated Subordination Agreement]

	SUBORDINATED LENDER:

	MITAHQ CAPITAL SPC

	By:	/s/ Turki Saleh A. AlRajhi
	Name:	Turki Saleh A. AlRajhi
	Title:	Director

[Signature Page to Amended & Restated Subordination Agreement]

	LOAN PARTIES:

	BORROWERS:

	THE CHILDREN’S PLACE, INC., as Lead Borrower and as a U.S. Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	Chief Operating Officer and Chief Financial Officer

	THE CHILDREN’S PLACE SERVICES COMPANY, LLC, as a U.S. Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP BRANDS, LLC, as a U.S. Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	THE CHILDREN’S PLACE INTERNATIONAL, LLC, as a U.S. Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	THE CHILDREN’S PLACE (CANADA), LP, by its general partner, TCP INVESTMENT CANADA II CORP., as a Canadian Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

[Signature Page to Amended & Restated Subordination Agreement]

	GUARANTORS:

	THECHILDRENSPLACE.COM, INC., as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	THE CHILDREN’S PLACE CANADA HOLDINGS, INC., as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP IH II, LLC, as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP REAL ESTATE HOLDINGS, LLC, as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP INTERNATIONAL PRODUCT HOLDINGS, LLC, as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP INVESTMENT CANADA II CORP., as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP INVESTMENT CANADA I CORP., as a Guarantor

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

[Signature Page to Amended & Restated Subordination Agreement]

EXHIBIT A

JOINDER TO AMENDED AND RESTATED SUBORDINATION AGREEMENT

This JOINDER AGREEMENT, dated as of ____________, 20__ (this “Joinder”), is delivered pursuant to the Subordination Agreement, dated as of April 16, 2024 (as the same may from time to time be amended, restated, supplemented or otherwise modified, the “Subordination Agreement”) among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Senior Agent, MITHAQ CAPITAL SPC, the Subordinated Lender, and the Loan Parties from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Subordination Agreement.

1.             Joinder to Subordination. Each of the undersigned hereby agrees that on and after the date hereof, it shall be a “Loan Party” under and as such term is used in the Subordination Agreement, hereby assumes and agrees to perform all of the obligations of a Loan Party thereunder and agrees that it shall comply with and be fully bound by the terms of the Subordination Agreement as if it had been a signatory thereto as of the date thereof; provided that the representations and warranties made by the undersigned thereunder shall be deemed true and correct as of the date of this Joinder.

2.             Unconditional Joinder. Each of the undersigned acknowledges that the undersigned’s obligations as a party to this Joinder are unconditional and are not subject to the execution of one or more Joinders by other parties. Each of the undersigned further agrees that it has joined and is fully obligated as a Loan Party under the Subordination Agreement.

3.             Incorporation by Reference. All terms and conditions of the Subordination Agreement are hereby incorporated by reference in this Joinder as if set forth in full.

[Signature page follows]

	JOINING [LOAN PARTY]

	[______________________________]

	By:
	Name:
	Title:

[Signature Page to Joinder]

Exhibit 99.9

SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Seventh Amendment to Amended and Restated Credit Agreement (this “Amendment”) is made as of April 16, 2024, by and among:

THE CHILDREN’S PLACE, INC., a Delaware corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party hereto;

the BORROWERS identified on Schedule I hereto (together with the Lead Borrower, individually, each a “Borrower”, and collectively, the “Borrowers”);

the GUARANTORS identified on Schedule II hereto (individually, each a “Guarantor”, and collectively, the “Guarantors”);

the LENDERS party hereto;

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, L/C Issuer, and Swing Line Lender; and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Term Agent.

W I T N E S S E T H:

WHEREAS, reference is made to that certain Amended and Restated Credit Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified and in effect immediately prior to the Seventh Amendment Effective Date, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended hereby and as may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by, among others, (i) the Lead Borrower, (ii) the other Borrowers from time to time party thereto, (iii) the Guarantors from time to time party thereto, (iv) the Lenders from time to time party thereto and (v) Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, Swing Line Lender and Term Agent;

WHEREAS, the Agents, the Term Agent, the Lenders and the Loan Parties entered into that certain Forbearance Agreement, dated as of February 29, 2024 (as amended, restated, supplemented or otherwise modified and in effect immediately prior to the Seventh Amendment Effective Date, the “Forbearance Agreement”), in which the Agents, the Term Agent, and the Lenders agreed (subject to the terms and conditions set forth therein), among other things, to temporarily forbear from exercising their rights and remedies in respect of the Existing Event of Default (as defined therein), as more fully set forth therein;

WHEREAS, the Loan Parties and Mithaq Capital SPC, a Cayman segregated portfolio company (“Mithaq”), desire for the Lead Borrower to enter into an Unsecured Promissory Note, dated as of April 16, 2024 (the “Mithaq Second Subordinated Note”), pursuant to which Mithaq shall provide an unsecured term loan to the Lead Borrower in an aggregate original principal amount equal to $90 million (the “Mithaq Subordinated Term Loan”), the proceeds of which shall, among other things, repay in full the Term Loan (including all interest thereon and all fees, expenses and other Obligations related thereto) (the “Existing Term Obligations”) under the Existing Credit Agreement; and

WHEREAS, in connection with the foregoing, the Loan Parties have requested that the Administrative Agent and the Lenders waive the Existing Event of Default and amend certain terms and conditions of the Existing Credit Agreement, and the Administrative Agent and the Lenders have agreed to each of the foregoing on the terms, and subject to the conditions, set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.            Definitions. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.

2.            Limited Waiver. Upon the Seventh Amendment Effective Date (as defined below) and in reliance upon the representations and warranties of the Loan Parties set forth in Section 6 below, the Administrative Agent and the Lenders hereby (x) waive the Existing Event of Default and (y) confirm that, as a result of the occurrence of the Seventh Amendment Effective Date and the Existing Event of Default no longer being continuing, the provisions of Section 4 of the Forbearance Agreement shall be deemed terminated notwithstanding anything to the contrary therein. The foregoing limited waiver (a) relates only to the Existing Event of Default; (b) is a one-time waiver; (c) shall not be deemed to constitute a waiver of any other Default or Event of Default now existing or hereafter arising; (d) does not constitute a modification or waiver of any other obligations of the Loan Parties under the Existing Credit Agreement or any other Loan Document, or an amendment to any terms or conditions of the Existing Credit Agreement or any other Loan Document, each of which remains in full force and effect (except as otherwise modified on the Seventh Amendment Effective Date); (e) is granted in express reliance upon the Loan Parties’ representations, warranties, and agreements set forth herein; and (f) does not establish (and is not to be deemed to establish) a course of dealing or conduct by the Administrative Agent or the Lenders.

3.            Repayment of Existing Term Obligations. Notwithstanding anything to the contrary in the Existing Credit Agreement (including, without limitation, the provisions of Section 2.05(c) thereof), each of the undersigned Term Agent and the Lenders hereby consents to the repayment in full of the Existing Term Obligations, which repayment shall be made on the Seventh Amendment Effective Date with the proceeds of the Mithaq Subordinated Term Loan, subject to the terms and conditions set forth herein.

4.            [Reserved].

5.            Amendments to Existing Credit Agreement. Upon the Seventh Amendment Effective Date and in reliance upon the representations and warranties of the Loan Parties set forth in Section 6 below, the Existing Credit Agreement is amended as follows:

(a)            The Existing Credit Agreement is hereby amended to delete the bold, stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ and ~~stricken text~~) and to add the bold, double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.

(b)            The Schedules to the Existing Credit Agreement are hereby amended and restated in their entirety as annexed hereto as Annex B.

(d)            Exhibit C-1 (Revolving Note) of the Existing Credit Agreement is hereby renamed as “Exhibit C (Revolving Note)”.

- 2 -

(e)            Exhibit D (Compliance Certificate) of the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on Annex C attached hereto.

(f)            Exhibit G (Borrowing Base Certificate) of the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on Annex D attached hereto.

6.            Ratification of Loan Documents; Representations and Warranties; Waiver of Claims.

(a)            Except as otherwise expressly provided herein, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Loan Parties hereby ratify, confirm, and reaffirm (i) all Loan Documents, including as amended hereby, (ii) that all representations and warranties of the Loan Parties contained in Article V of the Credit Agreement and any other Loan Document are true and correct in all material respects on and as of the date hereof after giving effect to the transactions contemplated hereby, except (x) in the case of any representation and warranty qualified by materiality, they are true and correct in all respects, (y) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects, as applicable) as of such earlier date, and (z) for purposes of this Section 6, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement and (iii) the execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary organizational action and do not and will not (A) violate any requirement of Law applicable to any Loan Party; or (B) conflict in any material respect with, or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (1) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (3) any governmental licenses, permits, authorizations, consents and approvals; except, in each case referred to in this clause (B), to the extent that any such conflict, breach, termination, contravention or default could not reasonably be expected to have a Material Adverse Effect. The Guarantors hereby acknowledge, confirm and agree that the Guaranteed Obligations of the Guarantors under, and as defined in, each Facility Guaranty (as applicable) include, without limitation, all Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents. The Loan Parties hereby acknowledge, confirm and agree that the Security Documents, and any and all Collateral previously pledged to, or subject to a Lien in favor of, the Collateral Agent, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all applicable Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents.

(b)            Each of the Loan Parties hereby acknowledges and agrees that there is no basis or set of facts on the basis of which any amount (or any portion thereof) owed by the Loan Parties under the Loan Documents could be reduced, offset, waived, or forgiven, by rescission or otherwise; nor is there any claim, counterclaim, offset, or defense (or other right, remedy, or basis having a similar effect) available to the Loan Parties with regard thereto; nor is there any basis on which the terms and conditions of any of the Obligations could be claimed to be other than as stated on the written instruments which evidence such Obligations.

- 3 -

(c)            Upon the Seventh Amendment Effective Date, each of the Loan Parties hereby acknowledges and agrees that it has no offsets, defenses, claims, or counterclaims against the Agents, the Lenders (including the Term Lenders under and as defined in the Existing Credit Agreement) and the other Credit Parties, or any of their respective parents, affiliates, predecessors, successors, or assigns, or any of their respective officers, directors, employees, attorneys, or representatives (collectively, the “Released Parties”), with respect to the Obligations (including the Existing Term Obligations), or otherwise, and that if any Loan Party now has, or ever did have, any offsets, defenses, claims, or counterclaims against any of the Released Parties, whether known or unknown, at law or in equity, from the beginning of the world through the Seventh Amendment Effective Date and through the time of execution of this Amendment, all of them are hereby expressly WAIVED, and each of the Loan Parties hereby RELEASES each of the Released Parties from any liability therefor.

7.            Conditions to Effectiveness. The provisions of Sections 2 and 5 of this Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent no later than the Outside Date referred to below (the date on which this Amendment is so effective being referred to as the “Seventh Amendment Effective Date”):

(a)            The Administrative Agent shall have received each of the following, which shall be in form and substance satisfactory to the Administrative Agent:

i.            this Amendment, duly executed by the Loan Parties, the Lenders (including the Term Lenders under the Existing Credit Agreement), the Agents and the Term Agent;

ii.           that certain letter agreement, dated as of the date hereof, duly executed by the Agents and the Borrowers (the “Seventh Amendment Fee Letter”);

iii.          the Mithaq Subordination Agreement;

iv.          the Hong Kong Subordination Agreement;

v.           that certain Confirmation, Ratification and Amendment of Ancillary Loan Documents, dated as of the date hereof, duly executed by the Agents and the Loan Parties;

vi.          the Seventh Amendment Post-Closing Letter;

vii.         that certain Information Certificate, dated as of the date hereof, duly executed by the Loan Parties; and

viii.        that certain supplement to Hong Kong Share Pledge, dated as of the date hereof, duly executed by the Lead Borrower, thechildrensplace.com, inc. and the Administrative Agent.

(b)            The Administrative Agent shall have received a Borrowing Base Certificate dated as of the date hereof, relating to the week ended on March 30, 2024 after giving pro forma effect to the transactions contemplated on the Seventh Amendment Effective Date and in form and substance satisfactory to the Administrative Agent.

(c)            The Lead Borrower shall have received at least $90 million of gross proceeds from the Mithaq Subordinated Term Loan in accordance with the Mithaq Second Subordinated Note and such proceeds shall be used to, among other things, repay in full all Existing Term Obligations and a portion of the then outstanding principal balance of the Committed Loans under the Existing Credit Agreement, and the Administrative Agent shall have received true, correct and complete copies of the Mithaq Second Subordinated Note and all other documents related thereto, all of which shall be in full force and effect.

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(d)            The Agents shall have received, in form and substance reasonably satisfactory to the Agents, favorable opinions of (i) Blank Rome LLP, counsel to the Loan Parties, (ii) Borden Ladner Gervais LLP, Canadian counsel to the Loan Parties, (iii) Stewart McKelvey, special Nova Scotia counsel to the Loan Parties and (iv) Norton Rose Fulbright Hong Kong, Hong Kong counsel to the Credit Parties, each addressed to the Agents and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Agents may reasonably request.

(e)            The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Lead Borrower certifying (i) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, and (iii) to the Solvency of the Loan Parties on a Consolidated basis as of the Seventh Amendment Effective Date after giving effect to the transactions contemplated hereby.

(f)            The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Administrative Agent required under the Loan Documents have been obtained and are in effect.

(g)            The Agents shall have received, (i) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made, and (ii) to the extent not previously delivered to the Agents, all documents and instruments, including Uniform Commercial Code and PPSA financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent.

(h)            The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party, and (ii) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing under the Laws of the jurisdiction of its incorporation, organization or formation.

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(i)            The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, (i) all documents and instruments, including UCC (including fixture filings in the U.S.) and PPSA financing statements (including fixture filings in Canada), Intellectual Property filings, and certificates of title, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Loan Documents having the priority required by the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent and (ii) the Credit Card Notifications required pursuant to Section 6.13 of the Credit Agreement.

(j)            The representations and warranties of each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date hereof after giving effect to the transactions contemplated hereby, except (i) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date, and (iii) for purposes of this Section 7, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

(k)            After giving effect to this Amendment and the transactions contemplated hereby, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Waiver Conditions (as defined in the Forbearance Agreement) (other than the condition specified in Section 9(a)(iii) of the Forbearance Agreement) shall have been satisfied.

(l)            There shall be no material misstatements in the written materials furnished by the Loan Parties to the Agents or the Lenders prior to closing of this Amendment, or in the representations or warranties of the Loan Parties made in the Credit Agreement. The Administrative Agent shall be satisfied, in its reasonable discretion, that any financial statements delivered to it fairly present the business and financial condition of the Borrowers and their Subsidiaries, taken as a whole, as of the date thereof and for the periods covered thereby, and that since the date of the Audited Financial Statements, (i) there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect and (ii) any action, suit, investigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. The Administrative Agent shall be satisfied, in its reasonable discretion, that any projections delivered to it represent the Borrowers’ good faith estimate of their future financial performance and were prepared on the basis of assumptions believed by the Borrowers to be fair and reasonable in light of current business conditions at the time such projections were prepared.

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(m)           The Borrowers shall have paid all fees required to be paid on the Seventh Amendment Effective Date pursuant to the Seventh Amendment Fee Letter.

(n)            If any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall have delivered to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as the Administrative Agent shall reasonably request, in order to enable the Administrative Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the FRB.

(o)            The Agents shall have been reimbursed by the Loan Parties for all reasonable invoiced costs and expenses of the Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution, and delivery of this Amendment and related documents. The Loan Parties hereby acknowledge and agree that the Administrative Agent may charge the Loan Account to pay such costs and expenses.

(p)            The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Canadian AML Legislation.

(q)            Unless otherwise agreed in writing by the Agents in their sole discretion, the Agents shall have received, in form and substance reasonably satisfactory to the Agents, such other documents, instruments and agreements as the Agents may reasonably request.

Each of the parties hereto acknowledge and agree that if the Seventh Amendment Effective Date does not occur on or prior to April 19, 2024 at 11:59 p.m. (Eastern time) (the “Outside Date”), this Amendment (including, for avoidance of doubt, the limited waiver set forth in Section 2 above) shall immediately terminate and shall be of no force and effect without any notice to or action by the Administrative Agent, any Lender, any Loan Party or any other Person.

8.            Miscellaneous.

(a)            This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The provisions of Section 10.10 of the Credit Agreement are incorporated by reference herein and apply to this Amendment, mutatis mutandis.

(b)            This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

(c)            If any provision of this Amendment is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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(d)            The Loan Parties represent and warrant that they have consulted with independent legal counsel of their selection in connection with this Amendment and are not relying on any representations or warranties of the Agents or the Lenders or their counsel in entering into this Amendment.

(e)            THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have hereunto caused this Amendment to be duly executed as of the date first above written.

	THE CHILDREN’S PLACE, INC., as Lead Borrower and as a U.S. Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	Chief Operating Officer and Chief Financial Officer

	THE CHILDREN’S PLACE SERVICES COMPANY, LLC, as a U.S. Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	TCP BRANDS, LLC, as a U.S. Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	THE CHILDREN’S PLACE INTERNATIONAL, LLC, as a U.S. Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer

	THE CHILDREN’S PLACE (CANADA), LP, by its general partner, TCP INVESTMENT CANADA II CORP., as a Canadian Borrower

	By:	/s/ Sheamus Toal
	Name:	Sheamus Toal
	Title:	President and Treasurer