Sixth Amended and Restated Loan and Security Agreement dated November 10, 2010



 Exhibit 10.1 
 Confidential Treatment Requested as to certain information contained in this Exhibit and filed separately with the Securities and Exchange Commission. 

 
  

SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

 
  

BANK OF AMERICA, N.A. 
 AS ADMINISTRATIVE AGENT AND 
 COLLATERAL AGENT 
  

 
 REVOLVING
CREDIT LENDERS 
 NAMED HEREIN 

 
  

WELLS FARGO BANK, NATIONAL ASSOCIATION 
 JPMORGAN CHASE BANK, N.A. 
 AS
CO-SYNDICATION AGENTS 
 PNC BANK, NATIONAL ASSOCIATION 

AS DOCUMENTATION AGENT 

 
  

CASUAL MALE RETAIL GROUP, INC. 
 THE BORROWERS’ REPRESENTATIVE 
 FOR: 
 CASUAL MALE RETAIL GROUP, INC. 

CMRG APPAREL, LLC 
  

 

November 10, 2010 







  

							
	 ARTICLE 1 - DEFINITIONS:
	  	 	2	  
		
	 ARTICLE 2 - COMMITMENTS AND CREDIT
EXTENSIONS:
	  	 	37	  
			
	 2.1.
	  	 Establishment of Revolving Credit Facility
	  	 	37	  
	 2.2.
	  	 Advances in Excess of Borrowing Base (OverLoans)
	  	 	38	  
	 2.3.
	  	 Initial Reserves. Changes to Reserves
	  	 	38	  
	 2.4.
	  	 Risks of Value of Collateral
	  	 	39	  
	 2.5.
	  	 Commitment to Make Revolving Credit Loans and Support Letters of Credit
	  	 	39	  
	 2.6.
	  	 Loan Requests
	  	 	39	  
	 2.7.
	  	 Making of Revolving Credit Loans
	  	 	41	  
	 2.8.
	  	 SwingLine Loans
	  	 	42	  
	 2.9.
	  	 The Loan Account
	  	 	43	  
	 2.10.
	  	 The Revolving Credit Notes
	  	 	44	  
	 2.11.
	  	 Payment of The Loan Account
	  	 	44	  
	 2.12.
	  	 Interest on Revolving Credit Loans
	  	 	45	  
	 2.13.
	  	 Arrangement Fee
	  	 	46	  
	 2.14.
	  	 Upfront Fees
	  	 	46	  
	 2.15.
	  	 Administrative Agent’s Fee
	  	 	46	  
	 2.16.
	  	 Unused Line Fee
	  	 	46	  
	 2.17.
	  	 Agents’ and Revolving Credit Lenders’ Discretion
	  	 	46	  
	 2.18.
	  	 Procedures For Issuance of L/C’s
	  	 	47	  
	 2.19.
	  	 Fees For L/C’s
	  	 	49	  
	 2.20.
	  	 Concerning L/Cs
	  	 	50	  
	 2.21.
	  	 Changed Circumstances
	  	 	52	  
	 2.22.
	  	 Designation of Borrowers’ Representative as Borrowers’ Agent
	  	 	52	  
	 2.23.
	  	 Revolving Credit Lenders’ Commitments
	  	 	53	  
	 2.24.
	  	 Increase in Revolving Credit Commitments
	  	 	54	  
	 2.25.
	  	 References to Existing Loan Agreement
	  	 	56	  
		
	 ARTICLE 3 - CONDITIONS PRECEDENT:
	  	 	56	  
			
	 3.1.
	  	 Due Diligence
	  	 	56	  
	 3.2.
	  	 Opinion
	  	 	57	  
	 3.3.
	  	 Additional Documents
	  	 	57	  
	 3.4.
	  	 Officers’ Certificates
	  	 	57	  
	 3.5.
	  	 Representations and Warranties
	  	 	58	  
	 3.6.
	  	 All Fees and Expenses Paid
	  	 	58	  
	 3.7.
	  	 Collateral, Etc.
	  	 	58	  
	 3.8.
	  	 No Default.
	  	 	58	  
	 3.9.
	  	 Financial Statements; Legal Due Diligence; No Adverse Change
	  	 	59	  
	 3.10.
	  	 No Litigation
	  	 	59	  
	 3.11.
	  	 Patriot Act
	  	 	59	  
	 3.12.
	  	 Benefit of Conditions Precedent
	  	 	59	  
		
	 ARTICLE 4 - GENERAL REPRESENTATIONS, COVENANTS AND
WARRANTIES:
	  	 	60	  
			
	 4.1.
	  	 Payment and Performance of Liabilities
	  	 	60	  


  
 (ii)










							
	 4.2.
	  	 Due Organization; Authorization; No Conflicts
	  	 	60	  
	 4.3.
	  	 Trade Names
	  	 	61	  
	 4.4.
	  	 Infrastructure
	  	 	61	  
	 4.5.
	  	 Locations
	  	 	62	  
	 4.6.
	  	 Stores
	  	 	63	  
	 4.7.
	  	 Title to Assets
	  	 	63	  
	 4.8.
	  	 Indebtedness
	  	 	64	  
	 4.9.
	  	 Insurance
	  	 	64	  
	 4.10.
	  	 Licenses
	  	 	65	  
	 4.11.
	  	 Leases
	  	 	65	  
	 4.12.
	  	 Requirements of Law
	  	 	65	  
	 4.13.
	  	 Labor Relations
	  	 	66	  
	 4.14.
	  	 Maintain Properties; Asset Sales
	  	 	66	  
	 4.15.
	  	 Taxes
	  	 	67	  
	 4.16.
	  	 No Margin Stock; Not Investment Company
	  	 	68	  
	 4.17.
	  	 ERISA
	  	 	68	  
	 4.18.
	  	 Hazardous Materials
	  	 	68	  
	 4.19.
	  	 Litigation
	  	 	69	  
	 4.20.
	  	 Dividends. Investments. Entity Action
	  	 	69	  
	 4.21.
	  	 Permitted Acquisitions
	  	 	70	  
	 4.22.
	  	 Loans
	  	 	71	  
	 4.23.
	  	 Restrictions on Sale of Collateral; License Agreements
	  	 	72	  
	 4.24.
	  	 Protection of Assets
	  	 	72	  
	 4.25.
	  	 Line of Business
	  	 	72	  
	 4.26.
	  	 Affiliate Transactions
	  	 	73	  
	 4.27.
	  	 Further Assurances
	  	 	73	  
	 4.28.
	  	 Adequacy of Disclosure
	  	 	74	  
	 4.29.
	  	 No Restrictions on Liabilities
	  	 	75	  
	 4.30.
	  	 Other Covenants
	  	 	75	  
	 4.31.
	  	 Inventory Purchasing
	  	 	75	  
	 4.32.
	  	 Solvency
	  	 	75	  
	 4.33.
	  	 Patriot Act
	  	 	75	  
	 4.34.
	  	 Foreign Assets Control Regulations
	  	 	76	  
		
	 ARTICLE 5 - FINANCIAL REPORTING AND PERFORMANCE
COVENANTS:
	  	 	76	  
			
	 5.1.
	  	 Maintain Records
	  	 	76	  
	 5.2.
	  	 Access to Records
	  	 	77	  
	 5.3.
	  	 Prompt Notice to Administrative Agent
	  	 	78	  
	 5.4.
	  	 Borrowing Base Certificate
	  	 	79	  
	 5.5.
	  	 Monthly Reports
	  	 	79	  
	 5.6.
	  	 Quarterly Reports
	  	 	79	  
	 5.7.
	  	 Annual Reports
	  	 	80	  
	 5.8.
	  	 Compliance Certificates
	  	 	81	  
	 5.9.
	  	 Inventories, Appraisals, and Audits
	  	 	81	  
	 5.10.
	  	 Additional Financial Information
	  	 	83	  
	 5.11.
	  	 Excess Availability Covenant
	  	 	83	  


  
 (iii)









  

							
	ARTICLE 6 - USE OF COLLATERAL:	  	 	83	  
			
	 6.1.
	  	Use of Inventory Collateral	  	 	83	  
	 6.2.
	  	Inventory Quality	  	 	84	  
	 6.3.
	  	Adjustments and Allowances	  	 	84	  
		
	ARTICLE 7 - CASH MANAGEMENT, PAYMENT OF LIABILITIES:	  	 	84	  
			
	 7.1.
	  	Depository Accounts	  	 	84	  
	 7.2.
	  	Credit Card Receipts	  	 	85	  
	 7.3.
	  	The Administrative Agent’s, Blocked, and Operating Accounts	  	 	85	  
	 7.4.
	  	Proceeds and Collections	  	 	85	  
	 7.5.
	  	Payment of Liabilities	  	 	86	  
	 7.6.
	  	The Operating Account	  	 	87	  
		
	ARTICLE 8 - GRANT OF SECURITY INTEREST:	  	 	88	  
			
	 8.1.
	  	Grant of Security Interest	  	 	88	  
	 8.2.
	  	Extent and Duration of Security Interest; Notice	  	 	89	  
		
	ARTICLE 9 - COLLATERAL AGENT AS ATTORNEY-IN-FACT:	  	 	89	  
			
	 9.1.
	  	Appointment as Attorney-In-Fact	  	 	89	  
	 9.2.
	  	No Obligation to Act	  	 	90	  
		
	ARTICLE 10 - EVENTS OF DEFAULT:	  	 	91	  
			
	 10.1.
	  	Failure to Pay the Revolving Credit Facility	  	 	91	  
	 10.2.
	  	Failure To Make Other Payments	  	 	91	  
	 10.3.
	  	Failure to Perform Covenant or Liability (No Grace Period)	  	 	91	  
	 10.4.
	  	Financial Reporting Requirements	  	 	91	  
	 10.5.
	  	Failure to Perform Covenant or Liability (Grace Period)	  	 	92	  
	 10.6.
	  	Misrepresentation	  	 	92	  
	 10.7.
	  	Acceleration of Other Debt; Breach of Lease	  	 	92	  
	 10.8.
	  	Default Under Other Agreements	  	 	92	  
	 10.9.
	  	Uninsured Casualty Loss	  	 	92	  
	 10.10.
	  	Attachment; Judgment; Restraint of Business	  	 	92	  
	 10.11.
	  	Indictment - Forfeiture	  	 	93	  
	 10.12.
	  	Challenge to Loan Documents	  	 	93	  
	 10.13.
	  	Change in Control	  	 	93	  
	 10.14.
	  	Business Failure	  	 	93	  
	 10.15.
	  	Bankruptcy	  	 	94	  
	 10.16.
	  	Termination of Business	  	 	94	  
	 10.17.
	  	Payment of Other Indebtedness	  	 	94	  
	 10.18.
	  	Default by Guarantor; Termination of Guaranty	  	 	94	  
	 10.19.
	  	Material Adverse Change	  	 	94	  
		
	ARTICLE 11 - RIGHTS AND REMEDIES UPON DEFAULT:	  	 	95	  
			
	 11.1.
	  	Acceleration	  	 	95	  
	 11.2.
	  	Rights of Enforcement	  	 	95	  
	 11.3.
	  	Sale of Collateral	  	 	95	  


  
 (iv)










							
	 11.4.
	  	Occupation of Business Location	  	 	96	  
	 11.5.
	  	Grant of Nonexclusive License	  	 	97	  
	 11.6.
	  	Assembly of Collateral	  	 	97	  
	 11.7.
	  	Rights and Remedies	  	 	97	  
		
	ARTICLE 12 - LOAN FUNDINGS AND DISTRIBUTIONS:	  	 	97	  
			
	 12.1.
	  	Funding Procedures	  	 	97	  
	 12.2.
	  	SwingLine Loans	  	 	98	  
	 12.3.
	  	Administrative Agent’s Covering of Fundings:	  	 	99	  
	 12.4.
	  	Ordinary Course Distributions: Revolving Credit Facility	  	 	102	  
		
	ARTICLE 13 - ACCELERATION AND LIQUIDATION:	  	 	103	  
			
	 13.1.
	  	Acceleration Notices	  	 	103	  
	 13.2.
	  	Acceleration	  	 	103	  
	 13.3.
	  	Initiation of Liquidation	  	 	104	  
	 13.4.
	  	Actions At and Following Initiation of Liquidation	  	 	104	  
	 13.5.
	  	Distribution of Liquidation Proceeds	  	 	104	  
	 13.6.
	  	Relative Priorities To Proceeds of Liquidation	  	 	105	  
		
	ARTICLE 14 - THE AGENTS:	  	 	106	  
			
	 14.1.
	  	Appointment of The Agents	  	 	106	  
	 14.2.
	  	Responsibilities of Agents	  	 	107	  
	 14.3.
	  	Concerning Distributions By the Agents	  	 	108	  
	 14.4.
	  	Dispute Resolution	  	 	109	  
	 14.5.
	  	Distributions of Notices and of Documents	  	 	109	  
	 14.6.
	  	Confidential Information	  	 	109	  
	 14.7.
	  	Reliance by Agents	  	 	110	  
	 14.8.
	  	Non-Reliance on Agents and Other Revolving Credit Lenders	  	 	110	  
	 14.9.
	  	Indemnification	  	 	111	  
	 14.10.
	  	Resignation of Agent	  	 	111	  
		
	ARTICLE 15 - ACTION BY AGENTS - CONSENTS - AMENDMENTS - WAIVERS:	  	 	112	  
			
	 15.1.
	  	Administration of Revolving Credit Facility	  	 	112	  
	 15.2.
	  	Actions Requiring or On Direction of Majority Revolving Credit Lenders	  	 	113	  
	 15.3.
	  	Action Requiring Certain Consent	  	 	113	  
	 15.4.
	  	Miscellaneous Actions	  	 	115	  
	 15.5.
	  	Actions Requiring Borrowers’ Representative’s Consent	  	 	115	  
	 15.6.
	  	NonConsenting Revolving Credit Lender	  	 	116	  
		
	ARTICLE 16 - ASSIGNMENTS BY REVOLVING CREDIT LENDERS:	  	 	117	  
			
	 16.1.
	  	Assignments and Assumptions	  	 	117	  
	 16.2.
	  	Assignment Procedures	  	 	118	  
	 16.3.
	  	Effect of Assignment	  	 	118	  
		
	ARTICLE 17 - NOTICES:	  	 	119	  
			
	 17.1.
	  	Notice Addresses	  	 	119	  


  
 (v)










							
	 17.2.
	  	Notice Given	  	 	120	  
	 17.3.
	  	Wire Instructions	  	 	121	  
		
	ARTICLE 18 - TERM:	  	 	121	  
			
	 18.1.
	  	Termination of Revolving Credit Facility	  	 	121	  
	 18.2.
	  	Actions On Termination	  	 	121	  
		
	ARTICLE 19 - GENERAL:	  	 	122	  
			
	 19.1.
	  	Protection of Collateral	  	 	122	  
	 19.2.
	  	Publicity	  	 	122	  
	 19.3.
	  	Successors and Assigns	  	 	122	  
	 19.4.
	  	Severability	  	 	122	  
	 19.5.
	  	Amendments. Course of Dealing	  	 	123	  
	 19.6.
	  	Power of Attorney	  	 	123	  
	 19.7.
	  	Application of Proceeds	  	 	123	  
	 19.8.
	  	Increased Costs	  	 	124	  
	 19.9.
	  	Costs and Expenses of Agents and Revolving Credit Lenders	  	 	124	  
	 19.10.
	  	Copies, Facsimiles and Electronic Communications	  	 	125	  
	 19.11.
	  	Massachusetts Law	  	 	125	  
	 19.12.
	  	Indemnification	  	 	126	  
	 19.13.
	  	Rules of Construction	  	 	126	  
	 19.14.
	  	Intent	  	 	128	  
	 19.15.
	  	Participations	  	 	128	  
	 19.16.
	  	Right of Set-Off	  	 	128	  
	 19.17.
	  	Pledges To Federal Reserve Banks	  	 	129	  
	 19.18.
	  	Maximum Interest Rate	  	 	129	  
	 19.19.
	  	Waivers	  	 	129	  
	 19.20.
	  	Additional Waivers	  	 	130	  
	 19.21.
	  	Replacement of Revolving Credit Lenders	  	 	131	  
	 19.22.
	  	Patriot Act Notice	  	 	132	  
	 19.23.
	  	Counterparts; Integration; Effectiveness	  	 	133	  
	 19.24.
	  	Existing Loan Agreement Amended and Restated	  	 	133	  


  
 (vi)









 EXHIBITS 

 

					
	1.0(a)	  	:	    	Casual Male Companies
	1.0(b)	  	:	    	Guarantors
	1.1	  	:	    	Permitted Encumbrances
	2.8	  	:	    	SwingLine Note
	2.10	  	:	    	Revolving Credit Note
	2.23	  	:	    	Revolving Credit Lenders’ Commitments
	3.8(b)	  	:	    	Existing Defaults under Material Contracts
	4.2	  	:	    	Loan Parties’ Information
	4.3	  	:	    	Trade Names
	4.4(b)	  	:	    	Exceptions to Property Rights
	4.5	  	:	    	Locations, Leases, and Landlords
	4.7(b)	  	:	    	Consigned Inventory
	4.7(c)(ii)	  	:	    	Equipment Usage Agreement
	4.9	  	:	    	Insurance Policies
	4.11	  	:	    	Capital Leases
	4.13(a)	  	:	    	Labor Relations
	4.19	  	:	    	Litigation
	4.28(b)	  	:	    	Contingent Obligations
	5.4	  	:	    	Borrowing Base Certificate
	5.8	  	:	    	Compliance Certificate
	7.1	  	:	    	DDA’s
	7.2	  	:	    	Credit Card Arrangements
	16.1	  	:	    	Assignment / Assumption


  
 (vii)









  

			
	SIXTH AMENDED AND RESTATED	 	
	LOAN AND SECURITY AGREEMENT	 	Bank of America, N.A.
		 	Administrative and Collateral Agent

  

 
  

November 10, 2010 
 THIS SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is made among: 

Bank of America, N.A., a national banking association with an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as administrative agent (in such
capacity, the “Administrative Agent”) for the benefit of (i) the Collateral Agent, (ii) the “Revolving Credit Lenders” who are, at present, those financial institutions identified on the signature pages of
this Agreement and any Person who becomes a “Revolving Credit Lender” in accordance with the provisions of this Agreement, and (iii) the other Secured Parties; 

and 
 Bank of America, N.A., a national banking association with an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as collateral agent (in such capacity, the “Collateral Agent”)
for the benefit of (i) the Administrative Agent, (ii) the Revolving Credit Lenders, and (iii) the other Secured Parties; 
 and 
 The Revolving Credit Lenders; 

and 
 Casual Male Retail Group, Inc., a Delaware corporation with its principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021, as agent (in such capacity, the “Borrowers’
Representative”) for Casual Male Retail Group, Inc. and CMRG Apparel, LLC (successor by conversion to Designs Apparel, Inc.), a Delaware limited liability company (“CMRG Apparel”) (individually, a
“Borrower” and collectively, the “Borrowers”). 
 WHEREAS, on December 28, 2006, the
Borrowers entered into a Fifth Amended and Restated Loan and Security Agreement (as amended and in effect, the “Existing Loan Agreement”) among (i) the Borrowers, (ii) Bank of America, N.A., as Administrative Agent and
Collateral Agent, (iii) the Revolving Credit Lenders, and (iv) the “Last Out Lenders” party to, and as defined in, the Existing Loan Agreement, pursuant to which, among other things, the Revolving Credit Lenders agreed to make
Revolving Credit Loans to the Borrowers and the Last Out Lenders agreed to make Last Out Revolving Loans to the Borrowers; 

  
 -1-









 WHEREAS, the Borrowers have requested that the Agent and the Revolving Credit Lenders extend
the Maturity Date (as defined in the Existing Loan Agreement), terminate the Last Out Commitments (as defined in the Existing Loan Agreement) and amend and restate the other provisions of the Existing Loan Agreement in its entirety; and 

WHEREAS, in accordance with Article 15 of the Existing Loan Agreement, the Agent and the Revolving Credit Lenders are willing to
amend and restate the Existing Loan Agreement in its entirety on the terms set forth herein 
 NOW THEREFORE, in consideration
of the mutual agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Agent, the Revolving Credit Lenders and the Borrowers hereby agree that the Existing Loan Agreement shall
be amended and restated in its entirety as follows (it being agreed that this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of the Liabilities under, and as defined in, the Existing Loan Agreement):

 ARTICLE 1 - DEFINITIONS: 
 As used herein, the following terms have the following meanings or are defined in the section of this Agreement so indicated: 

“Accelerated Borrowing Base Delivery Event”: Either (i) the occurrence and continuance of any
Default or Event of Default, or (ii) the failure of the Borrowers to maintain Excess Availability at all times equal to or greater than fifteen percent (15%) of the Loan Cap. For purposes of this Agreement, the occurrence of an Accelerated
Borrowing Base Delivery Event shall be deemed continuing (A) so long as such Default or Event of Default is continuing, and/or (B) if the Accelerated Borrowing Base Delivery Event arises as a result of the Borrowers’ failure to
maintain Excess Availability as required pursuant to clause (ii) above, until Excess Availability has equaled or exceeded fifteen percent (15%) of the Loan Cap for sixty (60) consecutive calendar days, in which case an Accelerated
Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement. 

“Acceleration”: The making of demand or declaration that any indebtedness, not otherwise due and
payable, is due and payable. Derivations of the word “Acceleration” (such as “Accelerate”) are used with like meaning in this Agreement. 
 “Acceleration Notice”: Written notice as follows: 

(a) From the Administrative Agent to the Collateral Agent and the Revolving Credit Lenders, as provided in
Section 13.1(a). 
 (b) From the Majority Revolving Credit Lenders to the Administrative Agent, as
provided in Section 13.1(b). 

  
 -2-









 “Account Debtor”: Has the meaning given that term in the
UCC. 
 “Accounts” and “Accounts Receivable”: Include, without
limitation, “accounts” as defined in the UCC, and also all: accounts, accounts receivable, receivables, and rights to payment (whether or not earned by performance) for: property that has been or is to be sold, leased, licensed, assigned,
or otherwise disposed of; services rendered or to be rendered; a policy of insurance issued or to be issued; a secondary obligation incurred or to be incurred; for the use or hire of a vessel; arising out of the use of a credit or charge card or
information contained on or used with that card; and also all Inventory which gave rise thereto, and all rights associated with such Inventory, including the right of stoppage in transit; all reclaimed, returned, rejected or repossessed Inventory
(if any) the sale of which gave rise to any Account. 
 “ACH”: Automated clearing house.

 “Acquisition”: The purchase or other acquisition, by a Loan Party (no matter how structured
in one transaction or in a series of transactions), of: (a) equity interests in any other Person which would constitute or which results in a Change in Control of such other Person (as if such Person were Casual Male, as used in the definition
of “Change of Control”), or (b) such of the assets of any Person as would permit a Loan Party to operate one or more retail locations of such Person or to conduct other business operations with such assets; provided,
however, none of the following shall constitute an “Acquisition”: purchases of inventory in the ordinary course of a Loan Party’s business; purchases, leases or other acquisitions of Equipment in the ordinary course of a Loan
Party’s business; and Capital Expenditures permitted hereunder. 
 “Additional Commitment
Lender”: Defined in Section 2.24(c). 
 “Administrative Agent”: Defined
in the Preamble. 
 “Administrative Agent’s Account”: Defined in Section 7.3.

 “Administrative Agent’s Cover”: Defined in Section 12.3(c)(i). 

“Affiliate”: The following: 

(a) With respect to any two Persons, a relationship in which (i) one holds, directly or indirectly, not less than
twenty five percent (25%) of the capital stock, beneficial interests, partnership interests, or other equity interests of the other; or (ii) one has, directly or indirectly, the right, under ordinary circumstances, to vote for the election
of a majority of the directors (or other body or Person who has those powers customarily vested in a board of directors of a corporation); or (iii) not less than twenty five percent (25%) of their respective ownership is directly or
indirectly held by the same third Person. 

  
 -3-









 (b) Any Person which: is a parent, brother-sister or Subsidiary of a Loan
Party; could have such enterprise’s tax returns or financial statements consolidated with that Loan Party’s; could be a member of the same controlled group of corporations (within the meaning of Section 1563(a)(1), (2) and
(3) of the Internal Revenue Code of 1986, as amended from time to time) of which any Loan Party is a member; or controls or is controlled by any Loan Party. 

“Agent”: When not preceded by “Administrative” or “Collateral”, the term
“Agent” refers collectively and individually to the Administrative Agent and the Collateral Agent. 

“Agent’s Fee”: Defined in Section 2.15. 

“Agents’ Rights and Remedies”: Defined in Section 11.7. 

“Applicable Inventory Advance Rate”: 90%. 

“Applicable Law”: As to any Person: (i) All statutes, rules, regulations, orders, or other
requirements having the force of law; and (ii) all court orders and injunctions, arbitrator’s decisions, and/or similar rulings, in each instance ((i) and (ii)) of or by any federal, state, municipal, and other governmental authority, or
court, tribunal, panel, or other body which has or claims jurisdiction over such Person, or any property of such Person, or of any other Person for whose conduct such Person would be responsible. 

“Applicable Margin”: The following percentages for Base Margin Loans and Libor Loans based upon the
following criteria: 
  

											
	 LEVEL
	  	 AVERAGE EXCESS AVAILABILITY
	  	APPLICABLE
MARGIN FOR
LIBOR LOANS	 	 	APPLICABLE
MARGIN FOR
BASE MARGIN
LOANS	 
	 I
	  	 Greater than or equal to 50% of the Borrowing Base
	  	 	2.00	% 	 	 	1.00	% 
	 II
	  	 Less than 50% of the Borrowing Base
	  	 	2.25	% 	 	 	1.25	% 

 The Applicable Margin
shall be set on the Closing Date based upon the Average Excess Availability for the three (3) months immediately preceding the Closing Date. Thereafter, the Applicable Margin shall be adjusted quarterly on the first day of each calendar quarter
based upon the Average Excess Availability during the prior quarter; provided that, if any Borrowing Base Certificate is at any time restated or otherwise revised or if the information set forth in any such Borrowing Base Certificate
otherwise proves to be false or incorrect such that the Applicable 

  
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Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this
Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand. Upon the occurrence of an Event of Default and for so long as such Event of Default continues in existence, the
Applicable Margin may, at the option of the Administrative Agent, be immediately increased to the percentages set forth in Level II (even if the Average Excess Availability requirements for another Level have been met) and interest shall be
determined in the manner set forth in Section 2.12(f). 
 “Appraised Inventory Liquidation
Value”: The product of (a) the Cost of Eligible Inventory (net of Inventory Reserves) of the Casual Male Companies and RBT, multiplied by (b) that percentage, determined from the then most recent appraisal of the Loan
Parties’ Inventory undertaken at the request of the Administrative Agent, to reflect the appraiser’s estimate of the net recovery on the Loan Parties’ Inventory in the event of an in-store liquidation of that Inventory. 

“Approved Fund”: Any Fund that is administered or managed by (a) a Revolving Credit Lender,
(b) an Affiliate of a Revolving Credit Lender (c) an entity or an Affiliate of an entity that administers or manages a Revolving Credit Lender, or (d) the same investment advisor or an advisor under common control with such Revolving
Credit Lender, Affiliate or advisor, as applicable. 
 “Arrangement Fee”: Has the meaning set
forth in the Fee Letter. 
 “Assignee Revolving Credit Lender”: Defined in
Section 16.1. 
 “Assigning Revolving Credit Lender”: Defined in
Section 16.1. 
 “Assignment and Acceptance”: Defined in Section 16.2.

 “Availability”: The lesser of (a) or (b) where: 

 

	 	(a)	is the result of 

 (i) The
Revolving Credit Commitments; 
 Minus 
 (ii) The aggregate outstanding Revolving Credit Loans and SwingLine Loans; 

Minus 
 (iii) The aggregate undrawn Stated Amount of all then outstanding L/Cs. 

  
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	 	(b)	is the result of 

 (i) The
Borrowing Base; 
 Minus 
 (ii) The aggregate outstanding Revolving Credit Loans and SwingLine Loans; 

Minus 
 (iii) The aggregate undrawn Stated Amount of all then outstanding L/Cs; 

Minus 
 (iv) The aggregate of the Availability Reserves. 

“Availability Condition”: At the time of determination with respect to any specified transaction or
payment that is subject to satisfaction of the Payment Conditions, Excess Availability at the time of such determination and immediately following, and after giving effect to, such transaction or payment was, and is projected by the Loan Parties on
a pro forma basis for each of the twelve (12) Fiscal months immediately following such transaction or payment to be, equal to or greater than twenty percent (20%) of the Loan Cap. 

“Availability Reserves”: Such reserves as the Administrative Agent from time to time determines in the
Administrative Agent’s reasonable discretion as being appropriate to reflect the impediments to the Collateral Agent’s ability to realize upon the Collateral. Without limiting the generality of the foregoing, Availability Reserves may
include (but are not limited to) reserves based on the following: 
  

	 	(i)	Rent (but only if a landlord’s waiver, acceptable to the Administrative Agent, has not been received by the Administrative Agent). 


 

	 	(ii)	Customer Credit Liabilities. 

  

	 	(iii)	Taxes and other governmental charges, including, ad valorem, personal property, and other taxes which might have priority over the Collateral Interests of the
Collateral Agent in the Collateral. 

  

	 	(iv)	L/C Landing Costs. 

  

	 	(v)	Banking Services Reserves. 


  
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 “Average Excess Availability”: The average daily Excess
Availability for the immediately preceding quarter. 
 “BALC”: Bank of America
Leasing & Capital, LLC, and its successors and assigns. 
 “BALC Equipment”: The
Equipment specifically set forth on Exhibit 1.1(a) hereto, as such exhibit may be amended from time to time by the Borrowers, with the consent of the Administrative Agent. 

“BALC Indebtedness”: Indebtedness pursuant to the BALC Loan Agreement in the aggregate principal amount
not to exceed $20,000,000 less all principal payments made after the Closing Date by the Borrowers to BALC pursuant to the terms thereof. 
 “BALC Loan Agreement”: That certain Master Loan and Security Agreement and Equipment Security Note each dated as of July 20, 2007 entered into among others BALC and Casual Male
Retail Group, Inc., as each is in effect as of July 20, 2007. 
 “Banking Services”: Each
and any bank services or facilities provided to any Loan Party by any Agent or any Revolving Credit Lender or any of their respective Affiliates, including, without limitation, the following: (a) Hedge Agreements; (b) purchase cards;
(c) ACH transactions; (d) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services; (e) foreign exchange facilities;
(f) credit card processing services; and (g) credit or debit cards. 
 “Banking Services
Obligations”: Any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Banking Services. 
 “Banking Services Reserves”: Such reserves
as the Administrative Agent from time to time determines in its reasonable discretion as being appropriate to reflect the Banking Services Obligations then outstanding. 

“Bank of America”: Bank of America, N.A., a national banking association and its
Subsidiaries, Affiliates, branches, and their respective successors with offices at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110. 
 “Bankruptcy
Code”: Title 11, U.S.C., as amended from time to time. 
 “BAS”: Is defined in
Section 2.13. 
 “Base Rate”: For any day, a fluctuating rate per annum equal to
the highest of: (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America


  
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as its “prime rate”; or (c) the Libor Rate for a one-month Interest Period in effect on such day plus one percent (1.00%). The “prime rate” is a rate set by Bank
of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such
announced rate. Any change in the Base Rate due to a change in Bank of America’s “prime rate”, the Federal Funds Rate or the Libor Rate, respectively, shall take effect at the opening of business on the day specified in the public
announcement of such change. 
 “Base Margin”: As determined from the definition of Applicable
Margin. 
 “Base Margin Loan”: Each Revolving Credit Loan while bearing interest at the Base
Margin Rate. 
 “Base Margin Rate”: The aggregate of Base Rate plus the then Base
Margin. 
 “Blocked Account”: Defined in Section 7.3(a)(ii). 

“Blocked Account Agreement”: An agreement, in form and substance satisfactory to the Collateral Agent,
which recognizes the Collateral Agent’s Collateral Interest in the contents of the deposit account which is the subject of such agreement and provides that, after the occurrence and during the continuance of a Cash Dominion Event, such contents
shall be transferred only to the Administrative Agent’s Account or as otherwise instructed by the Collateral Agent. 
 “Blocked Account Bank”: Each bank with whom deposit accounts are maintained in which any funds of any of the Loan Parties from one or more DDAs are concentrated and with whom a Blocked
Account Agreement has been, or is required to be, executed in accordance with the terms hereof. 

“Borrower” and “Borrowers”: Defined in the Preamble. 

“Borrowers’ Representative”: Defined in the Preamble. 

“Borrowing Base”: The aggregate of the following: 

(a) The Applicable Inventory Advance Rate multiplied by the Appraised Inventory Liquidation Value. 

Plus 
 (b) The face amount of Eligible Credit Card Receivables multiplied by the Credit Card Advance Rate. 
 “Borrowing Base Certificate”: A certificate substantially in the form of EXHIBIT 5.4 annexed hereto (as such form may be revised from time to time by the


  
 -8-









 
Administrative Agent), executed and certified as accurate and complete by the Borrowers’ Representative, which shall include appropriate exhibits, schedules, supporting documentation, and
additional reports as reasonably requested by the Administrative Agent. 
 “Business Day”: Any
day other than (a) a Saturday or Sunday; (b) any day on which banks in Boston, Massachusetts generally are not open to the general public for the purpose of conducting commercial banking business; or (c) a day on which the principal
office of the Administrative Agent is not open to the general public to conduct business. 
 “Business
Plan”: The Loan Parties’ most recent projected balance sheet, income statement, statement of cash flows, and availability model, each on a monthly basis for the following twelve (12) month period, delivered by the Borrowers’
Representative from time to time pursuant to Section 5.7(c), as updated from time to time by the Borrowers’ Representative pursuant to this Agreement. 

“Canton Lease”: The lease and related documents entered into by and among Casual Male and Spirit SPE
Canton, LLC dated as of February, 2006. 
 “Capital Expenditures”: The expenditure of funds or
the incurrence of liabilities which may be capitalized in accordance with GAAP. 
 “Capital
Lease”: Any lease which may be capitalized in accordance with GAAP. 
 “Capital Lease
Obligations”: With respect to any Person for any period, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Cash Dominion Event”: Either (a) the occurrence and continuance of any Event of Default, or
(b) the failure of the Borrowers to maintain Excess Availability at all times equal to or greater than fifteen percent (15%) of the Loan Cap. For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed
continuing at the option of the Administrative Agent (i) so long as such Event of Default has not been waived, and/or (ii) if the Cash Dominion Event arises as a result of the Borrowers’ failure to maintain Excess Availability as
required hereunder, until Excess Availability has equaled or exceeded fifteen percent (15%) of the Loan Cap for sixty (60) consecutive calendar days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for
purposes of this Agreement; provided that a Cash Dominion Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or Excess Availability exceeds the required amount for sixty (60) consecutive


  
 -9-









 
calendar days) (A) at the option of the Borrowers’ Representative upon notice to the Administrative Agent or (B) at all times after a Cash Dominion Event has occurred and been
discontinued on two (2) occasions after the Closing Date. The termination of a Cash Dominion Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Event in the event that the conditions set
forth in this definition again arise. 
 “Casual Male”: Casual Male Retail Group, Inc.

 “Casual Male Companies”: The Persons listed on EXHIBIT 1.0(a) annexed hereto.

 “Change in Control”: The occurrence of any of the following: 

(a) The acquisition, by any group of persons (within the meaning of the Securities Exchange Act of 1934, as amended) or
by any Person, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of 35% or more of the issued and outstanding capital stock of Casual Male having the right, under ordinary circumstances, to vote for
the election of directors of Casual Male. 
 (b) At any time, (a) occupation of a majority of the seats
(other than vacant seats) on the board of directors of Casual Male by Persons who were neither (i) nominated by the board of directors of Casual Male nor (ii) appointed by directors so nominated. 

(c) The persons who are directors of Casual Male as of the Closing Date cease, for any reason other than death,
disability, retirement or resignation in the ordinary course (and not in connection with a proxy contest or similar occurrence), to constitute a majority of the board of directors of Casual Male. 

(d) The failure by Casual Male (i) to own, directly or indirectly, 100% of the issued and outstanding membership
interests of CMRG Apparel and RBT, or (ii) to own, directly or indirectly, 100% of the issued and outstanding capital stock or membership interests of all other Loan Parties. 

“Chattel Paper”: Has the meaning given that term in the UCC. 

“Closing Date”: November 10, 2010. 

“CMRG Apparel”: Defined in the Preamble. 

“Collateral”: Defined in Section 8.1. 

“Collateral Agent”: Defined in the Preamble. 

  
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 “Collateral Interest”: Any interest in property to secure
an obligation, including, without limitation, a security interest, mortgage, and deed of trust. 

“Compliance Certificate”: Defined in Section 5.8. 

“Consent”: (a) Actual consent given by the Revolving Credit Lender from whom such consent is
sought; or (b) except with respect to matters set forth in Section 15.3 (as to which matters actual written consent given by the Revolving Credit Lender from whom such consent is sought shall be required), the passage of seven
(7) Business Days from receipt of written notice to a Revolving Credit Lender from an Agent of a proposed course of action to be followed by an Agent without such Revolving Credit Lender’s giving that Agent written notice of that Revolving
Credit Lender’s objection to such course of action; provided that all Agents may rely on such passage of time as consent by a Revolving Credit Lender only if such written notice states that consent will be deemed effective if no
objection is received within such time period. 
 “Consolidated”: When used to modify a
financial term, test, statement, or report, refers to the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of
the Loan Parties. 
 “Consolidated EBITDA”: For any period, an amount equal to the
Consolidated Net Income of the Borrowers’ Representative and its Subsidiaries for such period, plus (a) the following to the extent deducted in calculating Consolidated Net Income: (i) Consolidated Interest Charges,
(ii) the provision for federal, state, local and foreign income taxes, (iii) depreciation and amortization expense and (iv) other non-recurring expenses reducing Consolidated Net Income which do not represent a cash item in such
period or any future period (in each case of or by the Borrowers’ Representative and its Subsidiaries for such period), minus (b) the following to the extent included in calculating Consolidated Net Income: (i) federal, state,
local and foreign income tax credits and (ii) all non-cash items increasing Consolidated Net Income (in each case of or by the Borrowers’ Representative and its Subsidiaries for such period), all as determined on a Consolidated basis in
accordance with GAAP. 
 “Consolidated Fixed Charge Coverage Ratio”: For any period, the ratio
of (a) (i) Consolidated EBITDA for such period minus (ii) Capital Expenditures made during such period, minus (iii) the aggregate amount of federal, state, local and foreign income taxes paid in cash during such
period to (b) Debt Service Charges during such period, in each case, of or by the Borrowers’ Representative and its Subsidiaries for such period, all as determined on a Consolidated basis in accordance with GAAP. 

“Consolidated Interest Charges”: For any period, the sum of (a) all interest, premium payments,
debt discount, fees, charges and related expenses in connection with 

  
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borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including,
without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements, but excluding any non-cash or deferred interest financing
costs, and (b) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP, in each case of or by the Borrowers’ Representative and its Subsidiaries for such
period, all as determined on a Consolidated basis in accordance with GAAP. 
 “Consolidated Net
Income”: For any period, the net income of the Borrowers’ Representative and its Subsidiaries for such period, all as determined on a Consolidated basis in accordance with GAAP; provided, however, that there shall be
excluded (a) the income (or loss) of such Person during such period in which any other Person has a joint interest, except to the extent of the amount of cash dividends or other distributions actually paid in cash to such Person during such
period, (b) the income (or loss) of such Person during such period and accrued prior to the date it becomes a Subsidiary of a Person or any of such Person’s Subsidiaries or is merged into or consolidated with a Person or any of its
Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries, and (c) the income of any direct or indirect Subsidiary of a Person to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that
Subsidiary, except that the Borrowers’ Representative’s equity in any net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income. 

“Cost”: The lower of: 

(a) the calculated cost of purchases, as determined from invoices received by CMRG Apparel its purchase journal or stock
ledger, based upon its accounting practices, known to the Administrative Agent, which practices are in effect on the date on which this Agreement was executed; or 

(b) the lowest ticketed or promoted price at which the subject inventory is offered to the public by any Loan Party,
after all mark-downs (whether or not such price is then reflected on a Loan Party’s accounting system). 
 “Cost”
does not include inventory capitalization costs or other non-purchase price charges used in a Loan Party’s calculation of cost of goods sold (other than freight, which may be capitalized consistent with GAAP and such Loan Party’s prior
practices). 

  
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 “Costs of Collection”: Includes, without limitation, all
reasonable attorneys’ fees and reasonable out-of-pocket expenses incurred by any Agent’s attorneys, and all reasonable out-of-pocket costs incurred by any Agent in the administration of the Liabilities and/or the Loan Documents, including,
without limitation, reasonable costs and expenses associated with travel on behalf of any Agent, where such costs and expenses are directly or indirectly related to or in respect of any Agent’s: administration and management of the Liabilities;
negotiation, documentation, and amendment of any Loan Document; or efforts to preserve, protect, collect, or enforce the Collateral, the Liabilities, and/or the Agents’ Rights and Remedies and/or any of the rights and remedies of any Agent
against or in respect of any guarantor or other person liable in respect of the Liabilities (whether or not suit is instituted in connection with such efforts). “Costs of Collection” also includes the reasonable fees and expenses of
Lenders’ Special Counsel. The Costs of Collection are Liabilities, and at the Administrative Agent’s option may bear interest at the then effective Base Margin Rate. 

“Credit Card Advance Rate”: 90%. 

“Credit Card Receivables”: Each Account, together with all income, payments and proceeds thereof, owed
by (a) a major credit or debit card issuer (including, but not limited to, Visa, MasterCard and American Express and such other issuers approved by the Administrative Agent) and (b) any Person on account of any private label credit card
receivables under programs between a Loan Party and a third party acceptable to the Administrative Agent) where the third party retains the consumer credit exposure to a Loan Party resulting from charges by a customer of a Loan Party on credit or
debit cards issued by such issuer in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business. 

“Customer Credit Liabilities”: Gift certificates, gift cards, customer deposits, merchandise credits,
layaway obligations, discounts, credits and similar items earned by customers in respect of frequent shopping programs, and similar liabilities of any Loan Party to its retail customers and prospective customers. 

“DDA”: Any store level checking, demand daily depository account or other bank or like account
maintained by any Loan Party for the purpose of depositing store receipts and paying de minimis store level expenses, including, on the date of this Agreement, the accounts listed on EXHIBIT 7.1 hereto, but excluding, however, any
Exempt DDA. 
 “Debt Service Charges”: For any period, the sum of (a) Consolidated
Interest Charges paid or required to be paid for such period, plus (b) scheduled principal payments made or required to be made on account of Indebtedness (excluding the 

  
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Liabilities, but including, without limitation, Capital Lease Obligations) for such period, in each case determined on a Consolidated basis in accordance with GAAP. 

“Default”: Any occurrence, circumstance, or state of facts with respect to a Loan Party which
(a) is an Event of Default; or (b) would become an Event of Default if any requisite notice were given and/or any requisite period of time were to run and such occurrence, circumstance, or state of facts were not cured within any
applicable grace period. 
 “Delinquent Revolving Credit Lender”: Defined in
Section 12.3(c). 
 “Deposit Account”: Has the meaning given that term in the UCC.

 “Deteriorating Revolving Credit Lender”: (a) Any Delinquent Revolving Credit Lender or
(b) any Revolving Credit Lender (i) as to which the Issuer has a good faith belief that such Revolving Credit Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities (unless such default
arises as a result of a bona fide dispute being contested in good faith by such Revolving Credit Lender), or (ii) which has been deemed insolvent or become the subject of a proceeding under the Bankruptcy Code, or any federal, state or foreign
bankruptcy, insolvency, receivership or similar law, or the assets or management of which have been taken over by any governmental authority, or (iii) as to which a Person that Controls such Revolving Credit Lender has been deemed insolvent or
become the subject of a proceeding under the Bankruptcy Code, or any federal, state or foreign bankruptcy, insolvency, receivership or similar law, or the assets or management of which have been taken over by any governmental authority. 

“Documents”: Has the meaning given that term in the UCC. 

“Documents of Title”: Has the meaning given that term in the UCC. 

“Eligible Assignee”: With respect to an assignee of a Revolving Credit Lender: (a) a bank,
insurance company, or company engaged in the business of making commercial loans having a combined capital and surplus in excess of $300 Million; or (b) a Revolving Credit Lender or any Affiliate of any Revolving Credit Lender; or (c) any
Person to whom a Revolving Credit Lender assigns its rights and obligations under this Agreement as part of a programmed assignment and transfer of such Revolving Credit Lender’s rights in and to a material portion of such Revolving Credit
Lender’s portfolio of asset based credit facilities; or (d) an Approved Fund. 
 “Eligible
Credit Card Receivables”: At the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card
Receivable (i) has been earned by performance and represents the bona fide 

  
 -14-









 
amounts due to a Loan Party from a credit card payment processor and/or credit card issuer, and in each case originated in the ordinary course of business of such Loan Party, and (ii) in
each case is acceptable to the Administrative Agent in its reasonable discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (k) below. Without limiting the
foregoing, to qualify as an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by,
without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances
(including any amount that a Loan Party may be obligated to rebate to a customer, a credit card payment processor, or credit card issuer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of
all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable. Except as otherwise agreed by the Administrative Agent, any Credit Card Receivable included within any of the
following categories shall not constitute an Eligible Credit Card Receivable: 
 (a) Credit Card Receivables
which do not constitute an “Account” (as defined in the UCC); 
 (b) Credit Card Receivables that have
been outstanding for more than five (5) Business Days from the date of sale; 
 (c) Credit Card Receivables
(i) that are not subject to a perfected first-priority security interest in favor of the Collateral Agent, or (ii) with respect to which a Loan Party does not have good, valid and marketable title thereto, free and clear of any Encumbrance
(other than Encumbrances granted to the Collateral Agent pursuant to the Loan Documents); 
 (d) Credit Card
Receivables which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (to the extent of such claim, counterclaim, offset or chargeback); 

(e) Credit Card Receivables as to which the processor has the right under certain circumstances to require a Loan Party
to repurchase the Accounts from such credit card processor; 
 (f) Credit Card Receivables due from an issuer or
payment processor of the applicable credit card which is the subject of any bankruptcy or insolvency proceedings; 

  
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 (g) Credit Card Receivables which are not a valid, legally enforceable
obligation of the applicable issuer with respect thereto; 
 (h) Credit Card Receivables which do not conform to
all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables; 

(i) Credit Card Receivables which are evidenced by “chattel paper” or an “instrument” of any kind
unless such “chattel paper” or “instrument” is in the possession of the Collateral Agent, and to the extent necessary or appropriate, endorsed to the Collateral Agent; or 

(j) Credit Card Receivables which the Administrative Agent determines in its reasonable discretion to be uncertain of
collection or which do not meet such other reasonable eligibility criteria for Credit Card Receivables as the Administrative Agent may determine. 
 “Eligible In-Transit Inventory”: “Eligible In-Transit Inventory” will be calculated at 80% of the Cost value of such of the Inventory of the Casual Male Companies and RBT (in
each case, without duplication as to Eligible Inventory and Eligible L/C Inventory), in each case in which title has passed to a Loan Party and which is then being shipped from a foreign location for receipt, within 45 days, at a warehouse of one of
the Loan Parties; provided that 
 (a) Such Inventory is of such types, character, qualities and
quantities (net of Inventory Reserves) as the Administrative Agent in its reasonable discretion from time to time determines to be eligible for borrowing; 
 (b) If applicable, the documents which relate to such shipment names the Collateral Agent as consignee of the subject Inventory and the Collateral Agent has control over the documents which evidence
ownership of the subject Inventory (such as by the providing to the Collateral Agent of a Customs Brokers Agreement in form reasonably satisfactory to the Collateral Agent); and 

(c) The Collateral Agent has a first priority perfected security interest in such Inventory; 

provided further that the Administrative Agent may, in its reasonable discretion, exclude any particular Inventory from the
definition of “Eligible In-Transit Inventory” in the event that the Administrative Agent determines that such Inventory is subject to any Person’s right or claim which is (or is capable of being) senior to, or pari passu with, the
Encumbrance of the Collateral Agent (such as, without limitation, a right of stoppage in transit) or may otherwise adversely impact the ability of the Collateral Agent to realize upon such Inventory. 

  
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 “Eligible Inventory”: The following (without duplication):

 (a) Such of the Loan Parties’ Inventory, at such locations, and of such types, character, qualities and
quantities, as the Administrative Agent, in its reasonable discretion from time to time determines to be acceptable for borrowing, as to which Inventory, the Collateral Agent has a perfected security interest which is prior and superior to all
security interests, claims, and encumbrances. 
 (b) Eligible L/C Inventory. 

(c) Eligible In-Transit Inventory. 
 Without limiting the foregoing, “Eligible Inventory” shall not include: (i) direct shipment Inventory; (ii) Inventory which cannot be sold including, without limitation, any
non-merchandise inventory (such as labels, bags, and packaging materials, etc.); (iii) “dummy warehouse inventory”; (iv) damaged goods, return to vendor merchandise, packaways, samples and other similar categories;
(v) Inventory that is leased by or is on consignment to a Loan Party or which is consigned by a Loan Party to a Person which is not a Loan Party; (vi) inventory which is the subject of a store closing, liquidation, going-out-of-business or
similar sale, as to which in each case, any Loan Party has received an initial payment of the guaranteed price from the Person conducting the sale; and (vii) inventory in locations outside the United States or Canada (except for Eligible L/C
Inventory) and in locations in the United States or Canada not under any Loan Party’s control (unless waivers acceptable to the Agents are obtained); provided, however, in no event shall Inventory in locations outside of the
United States be Eligible Inventory unless the Agent (A) has a first priority perfected security interest in such Inventory, (B) has completed or received an appraisal of such Inventory from appraisers satisfactory to the Agent and such
other due diligence as the Agent may require, all of the results of the foregoing to be reasonably satisfactory to the Agent, (C) has established applicable advance rates and Reserves in connection therewith, and (D) has otherwise
determined in its reasonable discretion that such Inventory is eligible to be included in the Borrowing Base. 

“Eligible L/C Inventory”: “Eligible L/C Inventory” will be calculated at 85% of the Cost
value of such of the Inventory of the Casual Male Companies and RBT (in each case, without duplication as to Eligible Inventory and Eligible In-Transit Inventory), in each case the purchase of which is supported by a documentary L/C then having an
initial expiry of forty-five (45) or less days; provided that 
 (a) Such Inventory is of
such types, character, qualities and quantities (net of Inventory Reserves) as the Administrative Agent in its reasonable discretion from time to time determines to be eligible for borrowing; and 

  
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 (b) The documentary L/C supporting such purchase names the Collateral Agent
as consignee of the subject Inventory and the Collateral Agent has control over the documents which evidence ownership of the subject Inventory (such as by the providing to the Collateral Agent of a Customs Brokers Agreement in form reasonably
satisfactory to the Collateral Agent). 
 “Employee Benefit Plan”: As defined in ERISA.

 “Encumbrance”: A Collateral Interest or agreement to create or grant a Collateral Interest;
the interest of a lessor under a Capital Lease, conditional sale or other title retention agreement; sale of accounts receivable or chattel paper; or other arrangement pursuant to which any Person is entitled to any preference or priority with
respect to the property or assets of another Person or the income or profits of such other Person; and each of the foregoing whether consensual or non-consensual and whether arising by way of agreement, operation of law, legal process or otherwise.

 “End Date”: The date upon which all of the following conditions are met: (a) all
Liabilities (other than continuing representations, warranties and indemnity obligations) have been paid in full; (b) all obligations of any Revolving Credit Lender to make loans and advances and to provide other financial accommodations to the
Borrowers hereunder shall have been irrevocably terminated; and (c) the arrangements regarding L/Cs described in Section 18.2(b) have been made. 

“Environmental Laws”: All of the following: 

(a) Applicable Law which regulates or relates to, or imposes any standard of conduct or liability on account of or in
respect to environmental protection matters, including, without limitation, Hazardous Materials, as are now or hereafter in effect. 
 (b) The common law relating to damage to Persons or property from Hazardous Materials. 
 “Equipment”: Includes, without limitation, “equipment” as defined in the UCC, and also all furniture, store fixtures, motor vehicles, rolling stock, machinery, office equipment,
plant equipment, tools, dies, molds, and other goods, property, and assets which are used and/or were purchased for use in the operation or furtherance of a Person’s business, and any and all accessions or additions thereto, and substitutions
therefor. 
 “ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

 “ERISA Affiliate”: Any Person which is under common control with a Loan Party within the
meaning of Section 4001 of ERISA or is part of a group which includes any Loan Party and which would be treated as a single employer under Section 414 of the Internal Revenue Code of 1986, as amended. 

  
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 “Events of Default”: Defined in Article 10. An
“Event of Default” shall be deemed to have occurred and to be continuing unless and until that Event of Default has been duly waived by the requisite Revolving Credit Lenders or by the Administrative Agent, as applicable. 

“Excess Availability”: The result of (a) Availability minus (b) all then past
due obligations of the Loan Parties including accounts payable which are beyond customary trade terms and rent obligations which are beyond applicable grace periods. 

“Executive Order”: Defined in Section 4.34. 

“Exempt DDA”: A depository account maintained by any Loan Party, the only contents of which may be
transfers from the Operating Account and actually used solely (i) for petty cash purposes or (ii) for payroll. 
 “Existing Loan Agreement”: Defined in the Preamble. 
 “Farm Products”: Has the meaning given that term in the UCC. 
 “Federal Funds Rate”: For any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple of  1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 

“Fee Letter”: The letter dated as of September 28, 2010 between Borrowers’ Representative and
the Administrative Agent, as such letter may from time to time be amended. 
 “Fiscal”: When
followed by “month” or “quarter”, it refers to the relevant fiscal period based on the Loan Parties’ fiscal year and accounting conventions (e.g. reference to the Loan Parties’ “Fiscal June 2010” is to the
Loan Parties’ fiscal month of June in the calendar year 2010). When followed by reference to a specific year, it refers to the fiscal year which ends in a month of the year to which reference is being made (e.g. if the Loan Parties’ fiscal
year ends in January 2011 reference to that year would be to the Loan Parties’ “Fiscal 2011”). 

  
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 “Fixtures”: Has the meaning given that term in the UCC.

 “Foreign Assets Control Regulations”: Defined in Section 4.34. 

“Fund”: Any Person (other than a natural person) that is (or will be) engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
 “GAAP”: Principles which are consistent with those promulgated or adopted by the Financial Accounting Standards Board and its predecessors (or successors) in effect and applicable to that
accounting period in respect of which reference to GAAP is being made; provided, however, in the event of a Material Accounting Change, then unless otherwise specifically agreed to by the Administrative Agent, the Borrowers’
Representative shall include, with its monthly, quarterly, and annual financial statements a schedule, certified by the Borrowers’ Representative’s chief financial officer, on which the effect of such Material Accounting Change on that
statement shall be described. 
 “General Intangibles”: Includes, without limitation,
“general intangibles” as defined in the UCC; and also all: rights to payment for credit extended; deposits; amounts due to any Person; credit memoranda in favor of any Person; warranty claims; tax refunds and abatements; insurance refunds
and premium rebates; all means and vehicles of investment or hedging, including, without limitation, options, warrants, and futures contracts; records; customer lists; telephone numbers; goodwill; causes of action; judgments; payments under any
settlement or other agreement; literary rights; rights to performance; royalties; license and/or franchise fees; rights of admission; licenses; franchises; license agreements, including all rights of any Person to enforce same; permits, certificates
of convenience and necessity, and similar rights granted by any governmental authority; patents, patent applications, patents pending, and other intellectual property; internet addresses and domain names; developmental ideas and concepts;
proprietary processes; blueprints, drawings, designs, diagrams, plans, reports, and charts; catalogs; manuals; technical data; computer software programs (including the source and object codes therefor), computer records, computer software, rights
of access to computer record service bureaus, service bureau computer contracts, and computer data; tapes, disks, semi-conductors chips and printouts; trade secrets rights, copyrights, mask work rights and interests, and derivative works and
interests; user, technical reference, and other manuals and materials; trade names, trademarks, service marks, and all goodwill relating thereto; applications for registration of the foregoing; and all other general intangible property of any Person
in the nature of intellectual property; proposals; cost estimates, and reproductions on paper, or otherwise, of any and all concepts or ideas, and any matter related to, or connected with, the design, development, manufacture, sale, marketing,
leasing, or use of any or all property produced, sold, or leased, by any or credit extended or services performed, by any Person, whether intended for an individual customer or the general business of any Person, or used or useful in connection with
research by any Person. 

  
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 “Goods”: Has the meaning given that term in the UCC, and
also includes all things movable when a Collateral Interest therein attaches and also all computer programs embedded in goods and any supporting information provided in connection with a transaction relating to the program if (i) the program is
associated with the goods in such manner that it customarily is considered part of the goods or (ii) by becoming the owner of the goods, a Person acquires a right to use the program in connection with the goods. 

“Guarantor” and “Guarantors”: Each Person named on EXHIBIT 1.0(b) annexed
hereto individually, and the Persons named on EXHIBIT 1.0(b) annexed hereto, collectively. 

“Guarantor Agreement”: Each instrument and document executed by a Guarantor of the Liabilities to
evidence or secure the Guarantor’s guaranty thereof. 
 “Guarantor Default”: Default or
breach or the occurrence of any event of default under any Guarantor Agreement. 
 “Hazardous
Materials”: Any (a) substance which is defined or regulated as a hazardous material in or under any Environmental Law and (b) oil in any physical state. 

“Hedge Agreement”: Any and all transactions, agreements or documents now existing or hereafter entered
into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these
or similar transactions, for the purpose of hedging the Borrowers’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices and not for speculative purposes. 

“Hedge Exposure”: On any Business Day, the amount, if any, estimated by the Revolving Credit Lender or
its Affiliate which is party to a Hedge Agreement with a Loan Party in good faith and in a commercially reasonable manner (for which calculations and computations will be provided to such Loan Party at its request) pursuant to methodology set forth
in the applicable Hedge Agreement, which would be payable to such Revolving Credit Lender or its Affiliate if the Hedge Agreement were terminated as of such Business Day as a result of an event of default (as defined in the Hedge Agreement) with
respect to the Loan Party and a payment were due thereunder to the Revolving Credit Lender or its Affiliate. 

“Increase Effective Date”: Defined in Section 2.24(d). 

“Indebtedness”: All indebtedness and obligations of or assumed by any Person on account of or with
respect to any of the following: 
 (a) In respect of money borrowed (including any indebtedness which is
non-recourse to the credit of such Person but which is secured by an Encumbrance on any asset of such Person) whether or not evidenced by a promissory note, bond, debenture or other written obligation to pay money. 

  
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 (b) In connection with any letter of credit or acceptance transaction
(including, without limitation, the face amount of all letters of credit and acceptances issued for the account of such Person or reimbursement on account of which such Person would be obligated). 

(c) In connection with the sale or discount of accounts receivable or chattel paper of such Person. 

(d) On account of deposits or advances (but not including any liabilities with respect to Customer Credit Liabilities
including gift cards, gift certificates, merchandise credits and/or frequent shopper or other consumer loyalty programs). 
 (e) As lessee under Capital Leases. 
 (f) In connection with any
sale and leaseback transaction. 
 “Indebtedness” of any Person also includes: 

(x) Indebtedness of others secured by an Encumbrance on any asset of such Person, whether or not such Indebtedness is
assumed by such Person. 
 (y) Any guaranty, endorsement, suretyship or other undertaking pursuant to which that
Person may be liable on account of any obligation of any third party other than on account of the endorsement of checks and other items in the ordinary course. 
 (z) The Indebtedness of a partnership or joint venture for which such Person is liable as a general partner or joint venturer. 

“Indemnified Person”: Defined in Section 19.12. 

“Instruments”: Has the meaning given that term in the UCC. 

“Interest Payment Date”: With reference to: 

Each Libor Loan: The last day of the Interest Period relating thereto (and on the last day of the third month for any
such loan which has a six (6) month Interest Period); the Termination Date; and the End Date. 

  
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 Each Base Margin Loan: The first day of each month; the Termination Date;
and the End Date. 
 “Interest Period”: The following: 

(a) With respect to each Libor Loan: Subject to Subsection (c), below, the period commencing on the date of the making or
continuation of, or conversion to, the subject Libor Loan and ending one, two, three or six months thereafter, and if available to all Revolving Credit Lenders, fourteen days thereafter, as the Borrowers’ Representative may elect by notice
(pursuant to Section 2.6) to the Administrative Agent. 
 (b) With respect to each Base Margin Loan:
Subject to Subsection (c), below, the period commencing on the date of the making or continuation of or conversion to such Base Margin Loan and ending on that date (i) as of which the subject Base Margin Loan is converted to a Libor Loan, as
the Borrowers’ Representative may elect by notice (pursuant to Section 2.6) to the Administrative Agent, or (ii) on which the subject Base Margin Loan is paid by the Borrowers. 

(c) The setting of Interest Periods is in all instances subject to the following: 

(i) Any Interest Period for a Base Margin Loan which would otherwise end on a day which is not a Business Day shall be
extended to the next succeeding Business Day. 
 (ii) Any Interest Period for a Libor Loan which would otherwise
end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless that succeeding Business Day is in the next calendar month, in which event such Interest Period shall end on the last Business Day of the month
during which the Interest Period ends. 
 (iii) Subject to Subsection (iv), below, any Interest Period
applicable to a Libor Loan, which Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period ends, shall end on the last Business Day of the month during which that
Interest Period ends. 
 (iv) Any Interest Period which would otherwise end after the Termination Date shall end
on the Termination Date. 

  
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 (v) The number of Interest Periods in effect at any one time is subject to
Section 2.12(d) hereof. 
 “Inventory”: Includes, without limitation,
“inventory” as defined in the UCC and also all: (a) Goods which are leased by a Person as lessor; are held by a Person for sale or lease or to be furnished under a contract of service; are furnished by a Person under a contract of
service; or consist of raw materials, work in process, or materials used or consumed in a business; (b) Goods of said description in transit; (c) Goods of said description which are returned, repossessed and rejected; (d) packaging,
advertising, and shipping materials related to any of the foregoing; (e) all names, marks, and General Intangibles affixed or to be affixed or associated thereto; and (f) Documents and Documents of Title which represent any of the
foregoing. 
 “Inventory Purchase Agreement”: The Inventory Purchase Agreement dated
October 29, 2004 by and between CMRG Apparel and the other Loan Parties. 
 “Inventory
Reserves”: Such Reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s reasonable discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory
or which reflect such other factors affecting the market value of the Eligible Inventory. Without limiting the generality of the foregoing, Inventory Reserves may include (but are not limited to) reserves based on the following: 

 

	 	(i)	Obsolescence (based upon Inventory on hand beyond a given number of days). 


 

	 	(ii)	Seasonality. 

  

	 	(iii)	Shrinkage. 

  

	 	(iv)	Imbalance. 

  

	 	(v)	Change in Inventory character. 

  

	 	(vi)	Change in Inventory composition. 

  

	 	(vii)	Change in Inventory mix. 

  

	 	(viii)	Point of sale markdowns and, to the extent not reflected in permanent markdowns. 


 

	 	(ix)	Markups inconsistent with prior period practice and performance; industry standards; current business plans; or advertising calendar and planned advertising events.


  

	 	(x)	Consigned Inventory. 


  
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 “Investment Property”: Has the meaning given that term in
the UCC. 
 “Issuer”: Bank of America, N.A. or any of its successors. 

“L/C”: Any letter of credit, the issuance of which is procured by the Administrative Agent for the
account of any Borrower and any acceptance made on account of such letter of credit. 
 “L/C
Borrowing”: An extension of credit resulting from a drawing under any L/C which has not been reimbursed on the date when made or refinanced as a Revolving Credit Loan. 

“L/C Landing Costs”: To the extent not included in the Stated Amount of an L/C, customs, duty, freight,
and other out-of-pocket costs and expenses which will be expended to “land” the Inventory, the purchase of which is supported by such L/C. 
 “Lease”: Any lease or other agreement, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use or occupancy of any space. 

“Leasehold Interest”: Any interest of a Loan Party as lessee under any Lease. 

“Lenders’ Special Counsel”: A single counsel selected by Revolving Credit Lenders holding more
than 51% of the Revolving Credit Commitments (other than any Revolving Credit Dollar Commitments held by Delinquent Revolving Credit Lenders) following the occurrence of an Event of Default to represent their interests in connection with the
enforcement, attempted enforcement, or preservation of any rights and remedies under this, or any other Loan Document. 
 “Letter-of-Credit Right”: Has the meaning given that term in the UCC and also refers to any right to payment or performance under any letter of credit, whether or not the beneficiary has
demanded or is at the time entitled to demand payment or performance. 
 “Liabilities”:
(a) Any and all direct and indirect liabilities, debts, and obligations of each Borrower to any Agent, any Revolving Credit Lender, or any other Secured Party, each of every kind, nature, and description owing on account of this Agreement or
any other Loan Document, whether now existing or hereafter arising under this Agreement or under any of the other Loan Documents, including, without limitation, the following: 

(i) Each obligation to repay any loan, advance, indebtedness, note, obligation, overdraft, or amount now or hereafter
owing by any Borrower to any Agent, any Revolving Credit Lender or any other Secured Party (including all future advances whether or not made pursuant to a commitment by any Agent or any Revolving Credit Lender), whether or not any of such are
liquidated, unliquidated, primary, secondary, secured, 

  
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unsecured, direct, indirect, absolute, contingent, or of any other type, nature, or description, or by reason of any cause of action which any Agent, any Revolving Credit Lender or any other
Secured Party may hold against any Borrower. 
 (ii) All notes and other obligations of each Borrower now or
hereafter assigned to or held by any Agent, any Revolving Credit Lender or any other Secured Party, each of every kind, nature, and description 
 (iii) All interest, fees, and charges and other amounts which may be charged by any Agent, any Revolving Credit Lender or any other Secured Party to any Borrower and/or which may be due from any Borrower
to any Agent, any Revolving Credit Lender or any other Secured Party from time to time. 
 (iv) All costs and
expenses incurred or paid by any Agent in respect of this Agreement or any other Loan Document (including, without limitation, Costs of Collection, reasonable attorneys’ fees, and all court and reasonable litigation costs and expenses).

 (v) Any and all covenants of each Borrower to or with any Agent, any Revolving Credit Lender or any other
Secured Party under this Agreement or any other Loan Document and any and all obligations of each Borrower to act or to refrain from acting in accordance with this Agreement or any other Loan Document or any instrument furnished by that Borrower to
any Agent, any Revolving Credit Lender or any other Secured Party pursuant to this Agreement or any other Loan Document. 
 (vi) Each of the foregoing as if each reference to “any Agent, any Revolving Credit Lender or any other Secured Party” were to each Affiliate of each Agent, each Revolving Credit Lender and each
other Secured Party. 
 (b) Any and all direct or indirect liabilities, debts, and obligations of each Borrower
to any Agent, any Revolving Credit Lender or any other Secured Party or any Affiliate of any Agent, any Revolving Credit Lender or any other Secured Party, each of every kind, nature, and description owing on account of any service or accommodation
provided to, or for the account of, any Borrower pursuant to this or any other Loan Document, including any Banking Services Obligations; provided, however, that the Banking Services Obligations shall be secured solely to the extent
that there is sufficient Collateral following satisfaction of all other liabilities, debts, and obligations of each Borrower to any Agent, any Revolving Credit Lender and any other Secured Party described in clause (a) of this definition of
Liabilities. 

  
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 “Libor Business Day”: Any day which is both a Business Day
and a day on which the principal interbank market for Libor deposits in London in which Bank of America participates is open for dealings in United States Dollar deposits. 

“Libor Loan”: Any Revolving Credit Loan which bears interest at the Libor Rate. 

“Libor Margin”: As determined from the definition of Applicable Margin. 

“Libor Offer Rate”: For any Interest Period with respect to a Libor Loan, the rate per annum equal to
the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such
rate is not available at such time for any reason, then the “Libor Offer Rate” for such Interest Period shall be the rate per annum reasonably determined by the Administrative Agent in good faith to be the rate at which deposits in Dollars
for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Libor Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of
America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period. 

“Libor Rate”: That per annum rate which is the aggregate of the Libor Offer Rate plus the Libor
Margin except that, in the event that the Administrative Agent determines in good faith that any Revolving Credit Lender may be subject to the Reserve Percentage, the “Libor Rate” shall mean, with respect to any Libor Loans then
outstanding (from the date on which that Reserve Percentage first became applicable to such loans), and with respect to all Libor Loans thereafter made so long as any Revolving Credit Lender is subject to the Reserve Percentage, an interest rate per
annum equal the sum of (a) plus (b), where: 
  

	 	(a)	is the decimal equivalent of the following fraction: 

  

									
		 	Libor Offer Rate	 		  		  	
		 	1 minus Reserve Percentage	 		  		  	

  

	 	(b)	is the applicable Libor Margin. 

 “Liquidation”: The exercise by the Collateral Agent of those rights accorded to the Collateral Agent under the Loan Documents as a creditor of the Loan Parties following and on account of
the occurrence of an Event of Default looking towards the realization on the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement. 

  
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 “Loan Account”: Defined in Section 2.9.

 “Loan Cap”: At any time of determination, the lesser of (a) the Revolving Credit
Commitments at such time or (b) the Borrowing Base at such time. 
 “Loan Documents”:
This Agreement, each instrument and document executed as contemplated by the Existing Loan Agreement and by Article 4, below, and each other instrument or document from time to time executed and/or delivered in connection with the
arrangements contemplated hereby or in connection with any transaction with any Agent, any Revolving Credit Lender or any other Secured Party or any Affiliate of any Agent, any Revolving Credit Lender or any other Secured Party which arises out of
any Banking Services provided by any Agent, any Revolving Credit Lender or any other Secured Party or any Affiliate of any Agent, any Revolving Credit Lender or any other Secured Party, as each may be amended from time to time. 

“Loan Party and Loan Parties”: Each Borrower and each Guarantor. 

“Majority Revolving Credit Lenders”: Revolving Credit Lenders (other than Deteriorating Revolving
Credit Lenders) holding 51% or more of the Revolving Credit Commitments (other than any Revolving Credit Dollar Commitment held by a Deteriorating Revolving Credit Lender). 

“Material Accounting Change”: Any change in GAAP applicable to accounting periods subsequent to the
Loan Parties’ Fiscal year most recently completed prior to the execution of this Agreement, which change has a material effect on the Loan Parties’ Consolidated financial condition or operating results, as reflected on financial statements
and reports prepared by or for the Loan Parties, when compared with such condition or results as if such change had not taken place or where preparation of the Loan Parties’ statements and reports in compliance with such change. 

“Maturity Date”: November 10, 2014. 

“Moody’s”: Moody’s Investors Service, Inc. and any successor thereto. 

“Nominee”: A business entity (such as a corporation or limited partnership) formed by the Collateral
Agent to own or manage any Post Foreclosure Asset. 
 “NonConsenting Revolving Credit Lender”:
Defined in Section 15.6. 
 “Operating Account”: Defined in
Section 7.3. 
 “OverLoan”: A loan, advance, or providing of credit support (such
as the issuance of any L/C) to the extent that, immediately after its having been made, Availability is less than zero. 

  
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 “Participant”: Defined in Section 19.15
hereof. 
 “Patriot Act”: Defined in Section 3.11. 

“Payment Conditions”: At the time of determination with respect to any specified transaction or payment
that is subject to satisfaction of the Payment Conditions: 
 (a) no Default or Event of Default then exists or would arise as a
result of entering into such transaction or making such payment; 
 (b) the Borrowers are in compliance with the Availability
Condition; and 
 (c) the Consolidated Fixed Charge Coverage Ratio for each of the twelve (12) Fiscal months immediately
preceding the date of such transaction or payment for which the Administrative Agent has received financial statements shall be equal to or greater than 1.00:1.00 after giving pro forma effect to such transaction or payment as if such transaction
had been entered into or such payment had been made as of the first day of such twelve-month period; and 
 Prior to undertaking
any transaction or payment which is subject to the Payment Conditions, the Borrowers’ Representative shall deliver to the Administrative Agent (i) a certificate signed by the Chief Executive Officer, President or Chief Financial Officer of
the Borrowers’ Representative certifying that the conditions contained in clauses (a), (b) and (c) of the preceding sentence have been satisfied, and (ii) evidence of satisfaction of the conditions contained in clauses
(b) and (c) above on a basis (including, without limitation, giving due consideration to results for prior Fiscal periods and giving effect to the proposed transaction or payment) reasonably satisfactory to the Administrative Agent.

 “Payment Intangible”: Has the meaning given that term in the UCC and also refers to any
general intangible under which the Account Debtor’s primary obligation is a monetary obligation. 

“Permitted Acquisition”: An Acquisition complying with the following: 

(a) Such Acquisition shall be of assets ancillary, incidental or necessary to the retail sale of apparel and related
activities, or of 100% of the stock of a corporation whose assets consist substantially of such assets, or through the merger of such a corporation with a Loan Party (with a Loan Party as the surviving corporation), or with a Subsidiary of a Loan
Party where, after giving effect to such merger, such corporation becomes a wholly-owned Subsidiary of a Loan Party; 
 (b) If such Acquisition includes the acquisition of assets by, or the merger of, a Loan Party, there shall have been no change in the identity of the president, chief financial officer or any executive
vice president of such Loan Party as a consequence of such acquisition, or if 

  
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there has been such a change, the Administrative Agent shall have consented in writing to such change in identity within thirty (30) days thereafter (which consent shall not be unreasonably
withheld or delayed); and 
 (c) If a new Subsidiary is formed or acquired as a result of such Acquisition, such
Subsidiary shall execute documentation, reasonably satisfactory in form and substance to the Administrative Agent, guarantying payment and performance of the Liabilities and granting a first lien, subject only to Permitted Encumbrances, in its
assets in favor of the Collateral Agent, for the ratable benefit of the Secured Parties. 
 “Permitted
Asset Disposition”: A sale or other disposition of the assets of any Loan Party in the ordinary course, so long as the following conditions are satisfied: 

(a) The sale, liquidation or other disposition of Inventory at any locations from which a Loan Party determines to cease
the conduct of its business, (i) shall be on terms satisfactory to the Administrative Agent and (ii) notwithstanding the Administrative Agent’s furnishing of any such consent, the Administrative Agent may, in the exercise of its
reasonable discretion, impose Inventory Reserves as a result of the occurrence of any such sale, liquidation, or disposition; 
 (b) The aggregate of all such sales or other dispositions of the assets of any Loan Party shall not exceed (i) in any Fiscal year of the Loan Parties, ten percent (10%) of the value of all
assets of the Loan Parties as of the beginning of such Fiscal year and (ii) in the aggregate from and after the Closing Date, thirty-five percent (35%) of the value of all assets of the Loan Parties as of the Closing Date; 

(c) Each such sale or other disposition shall be for fair consideration in an arm’s length transaction; and

 (d) On the date on which any sale or other disposition of assets is consummated, no Default shall have
occurred and be continuing or will occur as a result of such consummation. 
 “Permitted
Encumbrances”: The following: 
 (a) Encumbrances described on EXHIBIT 1.1 hereto. 

(b) Encumbrances on properties to secure taxes, assessments and other government charges or claims for labor, material or
supplies in respect of obligations not then overdue; deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security


  
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obligations; Encumbrances on property hereafter acquired (either in connection with purchase money encumbrances, rental purchase agreements, including Capital Leases, or conditional sale or other
title retention agreements), which are restricted to the property so acquired and do not secure Indebtedness exceeding the fair value (at the time of acquisition) thereof; Encumbrances of carriers, warehousemen, mechanics and materialmen, and other
like Encumbrances in existence less than 90 days from the date of creation thereof in respect of obligations not overdue; and Encumbrances on properties consisting of easements, rights of way, zoning restrictions, restrictions on the use of real
property and defects and irregularities in the title thereto, landlord’s or lessor’s Encumbrances under leases to which any Loan Party is a party, and other minor Encumbrances or encumbrances none of which interferes materially with the
use of the property affected in the ordinary conduct of the business of the Loan Parties, which defects do not individually or in the aggregate have a materially adverse effect on the business of any Loan Party individually or of the Loan Parties as
a whole or which are being actively contested in good faith by appropriate proceedings as to which the Loan Parties have established reasonable reserves, it being understood, however, that the filing of a tax lien which includes any Inventory
or Accounts does not constitute a “Permitted Encumbrance”, even if being so contested. 
 (c)
Encumbrances on the BALC Equipment solely to the extent securing the BALC Indebtedness. 
 “Permitted
Indebtedness”: The following Indebtedness: 
  

	 	(a)	The Liabilities. 

  

	 	(b)	Capital Leases and purchase money Indebtedness secured by Permitted Encumbrances. 


 

	 	(c)	Unsecured Indebtedness assumed in connection with Permitted Acquisitions pursuant to Section 4.21 (it being understood that the principal amount so assumed
shall be deemed part of the purchase price of any such Permitted Acquisition) and any refinancing or replacement thereof on terms and conditions (including, without limitation, interest rate and providing that, in any event, the principal amount
thereof shall not exceed that outstanding on the date of refinance or replacement) at least as favorable as those being refinanced or replaced. 

  

	 	(d)	Intercompany Indebtedness permitted under Section 4.22. 


  
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	 	(e)	Indebtedness arising from a guaranty by a Loan Party of the Indebtedness of a Borrower with respect to a Borrower’s ordinary course trade payables.


  

	 	(f)	Indebtedness on account of the Canton Lease. 

  

	 	(g)	The BALC Indebtedness. 

 “Permitted Investments”: Any or all of the following: 
 (a) marketable direct full faith and credit obligations of, or marketable obligations guaranteed by, the United States of America; provided that such securities, as a group, may not, on the
date of determination, have a remaining weighted average maturity of more than five years; 
 (b) marketable
direct full faith and credit obligations of States of the United States or of political subdivisions or agencies; provided that such securities, as a group, may not, on the date of determination, have a remaining weighted average
maturity of more than five years; and provided further that such obligations carry a rating of “A” or better by a Rating Service; 
 (c) certificates of deposit and bankers acceptances maturing within one year after the acquisition thereof issued by: (i) Bank of America; or (ii) any commercial bank organized under the laws of
the United States of America or of any political subdivision thereof the long term obligations of which are rated “A” or better by a Rating Service; 
 (d) Eurodollar certificates of deposit maturing within one year after the acquisition thereof issued by any commercial bank having combined capital, surplus and undivided profits of at least $1 billion;

 (e) tax-exempt bonds or notes which have a remaining maturity at the time of purchase of no more than five
years issued by any State of the United States or the District of Columbia, or any political subdivision thereof; provided that such obligations carry a rating of “A” or better by a Rating Service; 

(f) the Term Note made payable by LP Innovations Acquisition Corp. to LP Innovations, Inc. dated as of April 25,
2006 in the original principal amount of $2,200,000.00, which note is currently held by Canton PL liquidating Corp.; 
 (g) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s
or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; 

  
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 (h) fully collateralized repurchase agreements with a term of not more than
thirty (30) days for securities described in clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above
or with any primary dealer and having a market value at the time that such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such counterparty entity with whom such repurchase agreement has been entered into;

 (i) Investments, classified in accordance with GAAP as current assets of the Loan Parties, in any money
market fund, mutual fund, or other investment companies that are registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or
S&P, and which invest substantially in one or more of the types of securities described in clauses (a), (b), (c) or (g) above; and 
 (j) Investments in money market mutual funds consistent with SEC rule 2a-7 that are rated AAA by Moody’s or S&P and have minimum assets of at least $5 billion; 

provided, however, that notwithstanding the foregoing, after the occurrence and during the continuance of a Cash Dominion
Event, no such investments specified in clauses (a) through (e) and (g) through (i) shall be permitted unless (A) either (1) no loans or advances under the Revolving Credit Facility are then outstanding, or (2) the
investment is a temporary investment pending expiration of an Interest Period for a Libor Loan, the proceeds of which investment will be applied to the Liabilities after the expiration of such Interest Period, and (B) such investments are
pledged to the Collateral Agent as additional collateral for the Liabilities pursuant to such agreements as may be reasonably required by the Collateral Agent. 
 “Permitted Minority Investment”: The Investment by a Loan Party in a joint venture or an Acquisition by a Loan Party of less than 100% of the equity interests of a Person, in each case
whose assets are ancillary, incidental or necessary to the retail sale of apparel and related activities. 
 “Permitted
Protective OverAdvance”: Is defined in Section 2.2(c). 
 “Permitted
Repurchase”: The repurchase, repayment, redemption, or acquisition by the Borrowers of Casual Male’s capital stock, provided that the Borrowers are in compliance with the Payment Conditions. 

  
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 “Person”: Any natural person, and any corporation, limited
liability company, trust, partnership, joint venture, or other enterprise or entity. 
 “Post
Foreclosure Asset”: All or any part of the Collateral, ownership of which is acquired by the Collateral Agent or a Nominee on account of the “bidding in” at a disposition as part of a Liquidation or by reason of a “deed in
lieu” type of transaction. 
 “Proceeds”: Includes, without limitation,
“Proceeds” as defined in the UCC and each type of property described in Section 8.1 hereof. 
 “Pro-Rata”: A proportional distribution based upon a Revolving Credit Lender’s percentage claim to the overall aggregate amount being distributed. 

“Protective OverAdvances”: Revolving Credit Loans which are OverLoans, but as to which each of the
following conditions is satisfied: (a) the Revolving Credit Commitments are not exceeded; (b) when aggregated with all other Protective OverAdvances, such Revolving Credit Loans do not aggregate more than 5% of the aggregate of the
Borrowing Base; and (c) such Revolving Credit Loans are made or undertaken in the Agents’ discretion to protect and preserve the interests of the Revolving Credit Lenders. 

“RBT”: Collectively, Casual Male RBT, LLC and Casual Male RBT (U.K.), LLC. 

“Receipts”: All cash, cash equivalents, money, checks, credit card slips, receipts and other Proceeds
from any sale of the Collateral. 
 “Register”: Is defined in Section 16.2(c).

 “Requirements of Law”: As to any Person: (a) Applicable Law; (b) that
Person’s organizational documents; and (c) that Person’s by-laws and/or other instruments which deal with corporate or similar governance, as applicable. 

“Reserve Percentage”: The decimal equivalent of that rate applicable to any Revolving Credit Lender
under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement of such Revolving Credit Lender with respect to “Eurocurrency liabilities” as defined in
such regulations. The Reserve Percentage applicable to a particular Libor Loan shall be based upon that in effect during the subject Interest Period, with changes in the Reserve Percentage which take effect during such Interest Period to take effect
(and to consequently change any interest rate determined with reference to the Reserve Percentage) if and when such change is applicable to such loans. 
 “Reserves”: Availability Reserves and Inventory Reserves. 
 “Revolving Credit Commitment Increase”: Defined in Section 2.24(a). 

  
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 “Revolving Credit Commitments”: The aggregate of each
Revolving Credit Lender’s Revolving Credit Dollar Commitment, as such amount may be increased or reduced from time to time in accordance with the terms of this Agreement. The aggregate Revolving Credit Dollar Commitments as of the Closing Date
is $75,000,000.00. 
 “Revolving Credit Dollar Commitment”: As to each Revolving Credit
Lender, the amount set forth on EXHIBIT 2.23, annexed hereto (as such amounts may change in accordance with the provisions of this Agreement). 
 “Revolving Credit Facility”: Is defined in Section 2.1. 
 “Revolving Credit Fees”: The Unused Line Fee, Upfront Fees, fees for L/C’s which are specifically for the account of the Revolving Credit Lenders and all other fees (such as a fee
(if any) on account of the execution of an amendment of a Loan Document) payable by any Borrower in respect of the Revolving Credit Loans other than any amount payable to an Agent as reimbursement for any cost or expense incurred by that Agent on
account of the discharge of that Agent’s duties under the Loan Documents. 
 “Revolving Credit
Lenders”: Each Revolving Credit Lender to which reference is made in the Preamble and any other Person who becomes a “Revolving Credit Lender” in accordance with the provisions of this Agreement. 

“Revolving Credit Loans”: Loans made by the Revolving Credit Lenders under the Revolving Credit
Facility. 
 “Revolving Credit Note”: Is defined in Section 2.10. 

“Revolving Credit Percentage Commitment”: As to each Revolving Credit Lender, the amount set forth on
EXHIBIT 2.23, annexed hereto (as such amounts may change in accordance with the provisions of this Agreement). 
 “SEC”: The Securities and Exchange Commission. 

“Secured Parties”: Collectively, and each individually, the Revolving Credit Lenders, each Agent, the
Issuer and each of their respective Affiliates. 
 “S&P”: Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto. 

“Solvent” and “Solvency”: With respect to any Person on a particular date, on such
date: (a) the fair salable value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person; and (b) the present fair salable value of the assets of
such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; and (c) such Person 

  
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does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature; and (d) such Person is
not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. 

“Stated Amount”: The maximum amount for which an L/C may be honored. 

“Store”: Each location at which a Loan Party regularly offers Inventory for sale to the public.

 “Subsidiary”: With respect to any Person, any corporation, partnership or other entity of
which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person. 

“Supporting Obligation”: Has the meaning given that term in UCC and also refers to a Letter-of-Credit
Right or secondary obligation which supports the payment or performance of an Account, Chattel Paper, a Document, a General Intangible, an Instrument, or Investment Property. 

“SwingLine”: The facility pursuant to which the SwingLine Lender may advance Revolving Credit Loans
aggregating up to the SwingLine Loan Ceiling. 
 “SwingLine Lender”: Bank of America, N.A.

 “SwingLine Loan Ceiling”: $15,000,000. 

“SwingLine Loans”: Defined in Section 2.8. 

“SwingLine Note”: Defined in Section 2.8(c). 

“Termination Date”: The earliest of (a) the Maturity Date; or (b) the Administrative
Agent’s notice to the Borrowers’ Representative setting the Termination Date on account of the occurrence of any Event of Default; or (c) a date, irrevocable written notice of which is provided by the Borrowers’ Representative to
the Administrative Agent, which is at least ninety (90) days after the date of such written notice. 

“Trading with the Enemy Act”: Defined in Section 4.34. 

“Transfer”: Wire transfer pursuant to the wire transfer system maintained by the Board of Governors of
the Federal Reserve Board, or as otherwise may be agreed to from time to time by the Administrative Agent making such Transfer and the subject Revolving Credit Lender. Wire instructions may be changed in the same manner that Notice Addresses may be
changed (Section 17.1), except that no change of the wire instructions for Transfers to any Revolving Credit Lender shall be effective without the consent of the Administrative Agent. 

  
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 “Type”: As to any Revolving Credit Loan, its nature as a
Base Margin Loan or a LIBOR Rate Loan. 
 “UCC”: The Uniform Commercial Code as in effect from
time to time in Massachusetts. 
 “Unanimous Consent”: Written Consent of Revolving Credit
Lenders (other than Deteriorating Revolving Credit Lenders) holding 100% of the Revolving Credit Commitments (other than any Revolving Credit Dollar Commitment held by a Deteriorating Revolving Credit Lender). 

“Unused Line Fee”: Defined in Section 2.16. 

“Upfront Fees”: Defined in Section 2.14. 

ARTICLE 2 - COMMITMENTS AND CREDIT EXTENSIONS: 

2.1. ESTABLISHMENT OF REVOLVING CREDIT FACILITY.

 (a) The Revolving Credit Lenders hereby establish the revolving line of credit (the “Revolving Credit
Facility”) in the Borrowers’ favor pursuant to which each Revolving Credit Lender, subject to, and in accordance with, this Agreement, acting through the Administrative Agent, shall make loans and advances and otherwise provide
financial accommodations to and for the account of the Borrowers as provided herein. 
 (b) Loans, advances, and financial
accommodations under the Revolving Credit Facility shall be subject to Availability. The Borrowing Base and Availability shall be determined by the Administrative Agent by reference to Borrowing Base Certificates furnished as provided in
Section 5.4, below, and shall be subject to the following: 
 (i) Such determination shall take into
account such Reserves as the Administrative Agent may determine as being applicable thereto. 
 (ii) The Cost of
Eligible Inventory will be calculated in a manner consistent with current tracking practices, based on stock ledger inventory at Cost. 
 (c) The commitment of each Revolving Credit Lender to provide such loans, advances, and financial accommodations is subject to Section 2.23. 

(d) The proceeds of borrowings under the Revolving Credit Facility shall be used solely as follows: 

 

	 	(i)	For the Borrowers’ working capital needs and general corporate purposes. 


  
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	 	(ii)	For advances by the Borrowers to Guarantors to finance the purchases by Guarantors of Inventory pursuant to the Inventory Purchase Agreement and to permit such
Guarantors to pay ordinary course operating expenses (including, without limitation, rent, utilities and taxes). 

  

	 	(iii)	For Capital Expenditures to the extent permitted by this Agreement. 

  

	 	(iv)	For Permitted Repurchases and Permitted Acquisitions in accordance with the terms and conditions of this Agreement. 


2.2. ADVANCES IN EXCESS OF BORROWING BASE
(OVERLOANS). 
 (a) Except as otherwise provided in Section 2.2(c), no Revolving
Credit Lender has any obligation to make any loan or advance, or otherwise to provide any credit to or for the benefit of the Borrowers where the result of such loan, advance, or credit is an OverLoan. 

(b) The Revolving Credit Lenders’ obligations, among themselves, are subject to Section 12.3(a) (which relates to each
Revolving Credit Lender’s making amounts available to the Administrative Agent). 
 (c) The Revolving Credit Lenders agree
that any loan or advance under the Revolving Credit Facility which results in a Protective OverAdvance may be made by the Administrative Agent in its discretion without the Consent of the Revolving Credit Lenders and that each Revolving Credit
Lender shall be bound thereby; provided, however, the Consent or direction of the Majority Revolving Credit Lenders is required to permit a Protective OverAdvance to be outstanding for more than 45 consecutive Business Days or more
than twice in any twelve month period. (Any Protective OverAdvance which is permitted by this Section 2.2(c) is referred to as a “Permitted Protective OverAdvance”). 

(d) The Revolving Credit Lenders’ providing of an OverLoan on any one occasion does not affect the obligations of each Borrower
hereunder (including each Borrower’s obligation to immediately repay any amount which otherwise constitutes an OverLoan) nor obligate the Revolving Credit Lenders to do so on any other occasion. 

2.3. INITIAL RESERVES. CHANGES TO RESERVES. 

(a) At the execution of this Agreement, the only Reserves are as reflected on the Borrowing Base Certificate, a specimen of which is
annexed hereto as EXHIBIT 5.4. 
 (b) The Administrative Agent shall provide not less than seven (7) days prior
notice to the Borrowers’ Representative of the establishment of any Reserve (other than those established at the execution of this Agreement), except that the following may be undertaken without such prior notice: 

(i) a change to the amount of a then existing Reserve (as distinguished from a change by which such Reserve is measured or
determined), which change reflects the Administrative Agent’s reasonable determination of changed circumstances (e.g. the amount of the Reserve for Customer Credit Liabilities will change based on the aggregate of Customer Credit Liabilities at
any one time); 

  
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 (ii) the creation of, or a change to an existing, Reserve on account of
circumstances which the Administrative Agent determines as having a material adverse change on the maintenance of loan to collateral values; and 
 (iii) the creation of, or a change to an existing, Reserve after the occurrence and during the continuance of a Default or an Event of Default. 

2.4. RISKS OF VALUE OF COLLATERAL. The Administrative
Agent’s reference to a given asset in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Revolving Credit Facility and/or the monitoring of compliance with the provisions hereof
shall not be deemed a determination by the Administrative Agent or any Revolving Credit Lender relative to the actual value of the asset in question. All risks concerning the value of the Collateral are and remain upon the Borrowers. All Collateral
secures the prompt, punctual, and faithful performance of the Liabilities whether or not relied upon by the Administrative Agent in connection with the making of loans, credits, and advances and the providing of financial accommodations under the
Revolving Credit Facility. 
 2.5. COMMITMENT TO MAKE REVOLVING
CREDIT LOANS AND SUPPORT LETTERS OF CREDIT. Subject to the provisions of this Agreement, the Revolving Credit Lenders shall make a loan or
advance under the Revolving Credit Facility and the Administrative Agent shall cause L/C’s to be issued for the account of the Borrowers’ Representative, in each instance if duly and timely requested by the Borrowers’ Representative
as provided herein, provided that: 
 (a) Except as otherwise provided in Section 2.2(c), no OverLoan is then
outstanding and none will result therefrom. 
 (b) No Default has occurred and is continuing or will occur as a result of the
borrowing of such loan or advance or the issuance of such L/C. 
 2.6. LOAN REQUESTS.

 (a) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate
applicable to a Revolving Credit Loan may be requested by the Borrowers’ Representative in such manner as may from time to time be reasonably acceptable to the Administrative Agent. 

  
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 (b) Subject to the provisions of this Agreement, the Borrowers’ Representative may
request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving notice to the Administrative Agent by no later than the following: 

(i) If such Revolving Credit Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day
prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall not
be less than $100,000.00. 
 (ii) If such Revolving Credit Loan is to be, or is to be continued as, or converted
to, a Libor Loan: By 1:00 PM three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than
$1,000,000.00 and in increments of $100,000.00 in excess of such minimum. 
 (iii) Any Libor Loan which matures
while a Default has occurred and is continuing shall be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Revolving Credit Loan is to be continued
as a Libor Loan. 
 (c) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate
applicable to a Revolving Credit Loan which is made after the applicable deadline therefore, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each
request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent. 

(d) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the
account of a Borrower as provided in Section 2.18. 
 (e) The Administrative Agent may rely on any request for a
loan or advance, or other financial accommodation under the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative and may decline to
make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be
satisfactory to the Administrative Agent. 
 (f) A request by the Borrowers’ Representative for a loan or advance, or other
financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct: 

(i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the
most recent financial information furnished Administrative Agent or any Revolving Credit Lender pursuant to this Agreement. 

  
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 (ii) Each representation, not relating to a specific date, which is made
herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request, except (A) to the extent of changes resulting from transactions contemplated or permitted by this
Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse, (B) to the extent that such representations and warranties expressly relate to a then
earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and (C) in the case of any such representations and warranties that are qualified by materiality, such
representations and warranties shall be true and correct in all respects. 
 (iii) Unless accompanied by the
Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such
condition, no Default has occurred and is continuing. 
 (g) If, at any time or from time to time, a Default shall occur:

 (i) The Administrative Agent may suspend the Borrowers right to request Revolving Credit Loans, SwingLine
Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Revolving Credit Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the
issuance of any L/C. 
 (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative
to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan. 
 2.7. MAKING OF
REVOLVING CREDIT LOANS. 
 (a) A loan or advance under this Agreement shall be
made by the transfer of the proceeds of such loan or advance to the Operating Account or as otherwise instructed by the Borrowers’ Representative. 
 (b) A loan or advance shall be deemed to have been made under this Agreement (and the Borrowers shall be indebted to the Administrative Agent and the Revolving Credit Lenders for the amount thereof
immediately) at the following: 
 (i) The Administrative Agent’s initiation of the transfer of the proceeds
of such loan or advance in accordance with the Borrowers’ Representative’s instructions (if such loan or advance is of funds requested by the Borrowers’ Representative). 

  
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 (ii) The charging of the amount of such loan to the Loan Account (in all
other circumstances). 
 (c) There shall not be any recourse to or liability of any Agent or any Revolving Credit Lender on
account of: 
 (i) Any delay, beyond the reasonable control of the Agents and the Revolving Credit Lenders, in
the making of any loan or advance requested under this Agreement. 
 (ii) Any delay, beyond the reasonable
control of the Agents and the Revolving Credit Lenders, by any bank or other depository institution in treating the proceeds of any such loan or advance as collected funds. 

(iii) Any delay in the receipt, and/or any loss, of funds which constitute a loan or advance under this Agreement, the
wire transfer of which was properly initiated by the Administrative Agent in accordance with wire instructions provided to the Administrative Agent by the Borrowers’ Representative. 

2.8. SWINGLINE LOANS. 

(a) For ease of administration, Base Margin Loans may be made by the SwingLine Lender in its sole discretion (in the aggregate, the
“SwingLine Loans”) in accordance with the procedures set forth in this Agreement for the making of loans and advances under the Revolving Credit Facility. The unpaid principal balance of the SwingLine Loans shall not at any one time
be in excess of the SwingLine Loan Ceiling. 
 (b) The aggregate unpaid principal balance of SwingLine Loans shall bear interest
at the rate applicable to Base Margin Loans and shall be repayable as a Revolving Credit Loan. 
 (c) The SwingLine Lender may
request that the Borrowers’ obligation to repay SwingLine Loans shall be evidenced by a promissory note (the “SwingLine Note”) in the form of EXHIBIT 2.8, annexed hereto, executed by the Borrowers, and payable to the
SwingLine Lender. Neither the original nor a copy of that SwingLine Note shall be required, however, to establish or prove any Liability. The Borrowers shall execute a replacement of any SwingLine Note which has been lost, mutilated, or
destroyed thereof and deliver such replacement to the SwingLine Lender. 
 (d) For all purposes of this Loan Agreement, the
SwingLine Loans and the Borrowers’ obligations to the SwingLine Lender constitute Revolving Credit Loans and are secured as “Liabilities”. 
 (e) SwingLine Loans may be subject to periodic settlement with the Revolving Credit Lenders as provided in this Agreement. 

  
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 2.9. THE LOAN ACCOUNT. 

(a) An account (“Loan Account”) shall be opened on the books of the Administrative Agent in which a record shall be kept
of all loans and advances made under the Revolving Credit Facility. 
 (b) The Administrative Agent shall also keep a record
(either in the Loan Account or elsewhere, as the Administrative Agent may from time to time elect) of all interest, fees, service charges, costs, expenses, and other debits owed to the Administrative Agent and each Revolving Credit Lender on account
of Revolving Credit Loans and L/Cs and of all credits against such amounts so owed. 
 (c) All credits against the Liabilities
shall be conditional upon final payment to the Administrative Agent for the account of each Revolving Credit Lender of the items giving rise to such credits. The amount of any item credited against the Liabilities which is charged back against the
Administrative Agent or any Revolving Credit Lender for any reason or is not so paid shall be a Liability and, if arising under the Revolving Credit Facility, shall be added to the Loan Account, whether or not the item so charged back or not so paid
is returned. 
 (d) Except as otherwise provided herein, all fees, service charges, costs, and expenses for which any Borrower
is obligated hereunder are payable on demand. In the determination of Availability, the Administrative Agent may deem fees, service charges, accrued interest, and other payments which will be due and payable between the date of such determination
and the first day of the then next succeeding month as having been advanced under the Revolving Credit Facility whether or not such amounts are then due and payable. 
 (e) The Administrative Agent, without the request of the Borrowers’ Representative, may advance under the Revolving Credit Facility any interest, fee, service charge, or other payment to which any
Agent or any Revolving Credit Lender is entitled from any Borrower pursuant hereto and may charge the same to the Loan Account notwithstanding that an OverLoan may result thereby. Such action on the part of the Administrative Agent shall not
constitute a waiver of the Administrative Agent’s rights and each Borrower’s obligations under Section 2.11(b). Any amount which is added to the principal balance of the Loan Account as provided in this
Section 2.9(e) shall bear interest at the interest rate then and thereafter applicable to Base Margin Loans. 
 (f)
In the absence of manifest error, a statement rendered by the Administrative Agent or any Revolving Credit Lender to the Borrowers’ Representative concerning the Liabilities shall be considered correct and accepted by each Borrower and shall be
conclusively binding upon each Borrower unless the Borrowers’ Representative provides the Administrative Agent with written objection thereto within thirty (30) days from the mailing of such statement, which written objection shall
indicate, with particularity, the reason for such objection. In the absence of manifest error, the Loan Account and the Administrative Agent’s books and records concerning the loan arrangement contemplated herein and the Liabilities shall be
prima facie evidence and proof of the items described therein. 

  
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 2.10. THE REVOLVING CREDIT
NOTES. The Borrowers’ obligation to repay Revolving Credit Loans with interest as provided herein, shall be evidenced by notes (each, a “Revolving Credit Note”) in the form of EXHIBIT 2.10, annexed
hereto, executed by each Borrower, one payable to each Revolving Credit Lender. Neither the original nor a copy of any Revolving Credit Note shall be required, however, to establish or prove any Liability. Upon the Borrowers’
Representative’s being provided with an affidavit from the Administrative Agent to the effect that any Revolving Credit Note has been lost, mutilated, or destroyed, the Borrowers shall execute a replacement thereof and deliver such replacement
to the Administrative Agent. 
 2.11. PAYMENT OF THE LOAN
ACCOUNT. 
 (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account
from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. All payments by the Borrowers
hereunder shall be made to the Administrative Agent, for the account of the respective Revolving Credit Lenders to which such payment is owed, at the Administrative Agent’s office in Dollars and in immediately available funds. 

(b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the
Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. 
 (c) The
Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. 
 (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.11(a) and 2.11(b) against Libor Loans then outstanding in such manner as
results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative
Agent excuse any Borrower from any indemnification obligation under Section 2.11(e). 
 (e) The Borrowers shall
indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by
the Administrative Agent or such Revolving Credit Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of
acceleration after the occurrence of any Event of Default) as a consequence of the following: 
 (i) Default by
any Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor
Loans. 

  
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 (ii) Default by any Borrower in making a borrowing or conversion after the
Borrowers’ Representative has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. 

(iii) The making of any payment on a Libor Loan or the making of any conversion of any such Libor Loan to a Base Margin
Loan on a day that is not the last day of the applicable Interest Period with respect thereto. 
 2.12.
INTEREST ON REVOLVING CREDIT LOANS. 
 (a) Each
Revolving Credit Loan shall bear interest at the Base Margin Rate unless timely notice is given (as provided in Section 2.6) that the subject Revolving Credit Loan (or a portion thereof) is, or is to be converted to, a Libor Loan.

 (b) Each Revolving Credit Loan which consists of a Libor Loan shall bear interest at the applicable Libor Rate. 

(c) Subject to, and in accordance with, the provisions of this Agreement, the Borrowers’ Representative may cause all or a part of
the unpaid principal balance of the Loan Account to bear interest at the Base Margin Rate or the Libor Rate as specified from time to time by notice to the Administrative Agent. For ease of reference and administration, each part of the Loan Account
which bears interest at the same interest and for the same Interest Period is referred to herein as if it were a separate “Revolving Credit Loan”. 
 (d) The Borrowers’ Representative shall not select, renew, or convert any interest rate for a Revolving Credit Loan such that, in addition to interest at the Base Margin Rate, there are more than
seven (7) Libor Rates applicable to the Revolving Credit Loans at any one time. 
 (e) The Borrowers shall pay accrued and
unpaid interest on each Revolving Credit Loan in arrears as follows: 
 (i) On the applicable Interest Payment
Date for that Revolving Credit Loan. 
 (ii) On the Termination Date and on the End Date. 

(iii) Following the occurrence of any Event of Default, with such frequency as may be determined by the Administrative
Agent. 
 (f) Following the occurrence of any Event of Default (and whether or not the Administrative Agent exercises the
Administrative Agent’s rights on account thereof), all Revolving Credit Loans shall bear interest, at the option of the Administrative Agent or at the instruction of the Majority Revolving Credit Lenders, at a rate which is the aggregate of the
rate applicable to Base Margin Loans plus three percent (3%) per annum. 

  
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 2.13. ARRANGEMENT FEE. 

In consideration of the Agent and Bank of America Securities LLC (“BAS”) having arranged the Revolving Credit Facility
for the Borrowers, there has been earned by BAS and the Borrowers shall pay the “Arrangement Fee” to BAS in the amount and payable as provided in the Fee Letter. 
 2.14. UPFRONT FEES. In consideration of the commitment to make loans and advances to the Borrowers under this Agreement, and to maintain sufficient funds available for
such purpose, there has been earned by the Revolving Credit Lenders, and the Borrowers shall pay, the “Upfront Fees” (so referred to herein) to the Administrative Agent on behalf of the Revolving Credit Lenders in the amount and as
payable as provided in the Fee Letter. 
 2.15. ADMINISTRATIVE AGENT’S
FEE. In addition to any other fee or expense to be paid by the Borrowers on account of the Revolving Credit Facility, the Borrowers shall pay the Administrative Agent the “Agent’s Fee” at the times and in the
amounts as set forth in the Fee Letter. 
 2.16. UNUSED LINE FEE. In
addition to any other fee to be paid by the Borrowers on account of the Revolving Credit Facility, the Borrowers shall pay the Administrative Agent (i) the “Unused Line Fee” (so referred to herein) of 0.375% per annum of
the average difference, during the quarter just ended (or relevant period with respect to the payment being made on the Termination Date) between the Revolving Credit Commitments and the aggregate of the unpaid principal balance of the Revolving
Credit Loans and the undrawn Stated Amount of L/C’s outstanding during the relevant period. The Unused Line Fee shall be paid in arrears, on the first day of each quarter after the execution of this Agreement and on the Termination Date.

 2.17. AGENTS’ AND REVOLVING CREDIT
LENDERS’ DISCRETION. 
 (a) Each reference in the Loan Documents to the exercise of
discretion, reasonable discretion, or the like by any Agent or any Revolving Credit Lender shall be to such Person’s reasonable exercise of its judgment, in good faith (which shall be rebuttably presumed), based upon such Person’s
consideration of any such factors as that Agent or that Revolving Credit Lender, taking into account information of which that Person then has actual knowledge, reasonably believes: 

(i) Will or reasonably could be expected to affect, in more than a de minimis manner, the value of the Collateral,
the enforceability of the Collateral Agent’s Collateral Interests therein, or the amount which the Collateral Agent would likely realize therefrom (taking into account delays which may possibly be encountered in the Collateral Agent’s
realizing upon the Collateral and likely Costs of Collection). 

  
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 (ii) Indicates that any report or financial information delivered to any
Agent or any Revolving Credit Lender by or on behalf of any Loan Party is incomplete, inaccurate, or misleading in any material manner or was not prepared in accordance with the requirements of this Agreement. 

(iii) That a Default has occurred and is continuing. 

(b) In the exercise of such judgment, each Agent or each Revolving Credit Lender reasonably also may take into account any of the
following factors: 
 (i) Those included in, or tested by, the definitions of “Eligible Accounts” and
“Eligible Inventory”. 
 (ii) The current financial and business climate of the industry in which each
Loan Party competes (having regard for that Loan Party’s position in that industry). 
 (iii) General
macroeconomic conditions which have a material effect on the Loan Parties’ cost structure. 
 (iv) Material
changes in or to the mix of the Borrowers’ Inventory. 
 (v) Seasonality with respect to the Borrowers’
Inventory and patterns of retail sales. 
 (vi) Such other factors as each Agent and each Revolving Credit Lender
reasonably determine as having a material bearing on credit risks associated with the providing of loans and financial accommodations to the Borrowers. 
 (c) The burden of establishing the failure of any Agent or any Revolving Credit Lender to have acted in a reasonable manner in such Person’s exercise of such discretion shall be the Loan
Parties’ and may be made only by clear and convincing evidence. 
 2.18. PROCEDURES FOR
ISSUANCE OF L/C’S. 
 (a) The Borrowers’ Representative may request
that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower. Each such request shall be in such manner as may from time to time be reasonably acceptable to the Administrative Agent. 

(b) The Administrative Agent will endeavor to cause the issuance of any L/C so requested by the Borrowers’ Representative,
provided that, at the time that the request is made, the Revolving Credit Facility has not been suspended as provided in Section 2.6(g) and if so issued: 

(i) The aggregate Stated Amount of all L/C’s then outstanding, does not exceed $20,000,000. 

  
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 (ii) The expiry of the L/C is not later than the earlier of thirty
(30) days prior to the Maturity Date or the following: 
 (A) Standby’s: One (1) year from
initial issuance or such later date as may be agreed to by the Issuer. 
 (B) Documentaries: one hundred
(100) days from issuance or such later date as may be agreed to by the Issuer. 
 (iii) If the expiry of an
L/C is later than the Maturity Date, it is 103% cash collateralized at its issuance. 
 (iv) An OverLoan will not
result from the issuance of the subject L/C. 
 (c) Each Borrower shall execute such documentation to apply for and support the
issuance of an L/C as may be required by the Issuer. 
 (d) The Issuer shall not be under any obligation to issue any L/C if any
Revolving Credit Lender is at such time a Deteriorating Revolving Credit Lender hereunder, unless the Issuer has entered into satisfactory arrangements with the Borrowers or such Deteriorating Revolving Credit Lender to eliminate the Issuer’s
risk of full reimbursement with respect to such L/C (it being agreed that this requirement shall have been satisfied if the Borrowers or such Deteriorating Revolving Credit Lender has pledged and deposited with or delivered to the Administrative
Agent, for the benefit of the Issuer and the Revolving Credit Lenders, cash collateral in an amount equal to 100% of such Deteriorating Revolving Credit Lender’s Revolving Credit Percentage Commitment of the aggregate Stated Amount of L/Cs
outstanding from time to time, such cash collateral to be held by the Administrative Agent in accordance with the terms of Section 12.3(c)(ii)). 
 (e) There shall not be any recourse to, nor liability of, any Agent or any Revolving Credit Lender on account of: 
 (i) Any delay or refusal by an Issuer to issue an L/C; 
 (ii) Any
action or inaction of an Issuer on account of or in respect to, any L/C except where there is a specific finding in a judicial proceeding (in which the Administrative Agent has had an opportunity to be heard), from which finding no further appeal is
available, that the subject action or omission to act had been in actual bad faith or grossly negligent or constituted willful misconduct. 
 (f) The Borrowers shall reimburse the Issuer for the amount of any honoring of a drawing under an L/C on the same day on which such honoring takes place. The Administrative Agent, without the request of
any Borrower, may make Revolving Credit Loans (and charge the Loan Account) for the amount of any honoring of any L/C and other amount for which any Borrower, the Issuer, or the Revolving Credit Lenders become obligated on account of, or in respect
to, any L/C. Such advance shall be made whether or not any Default has occurred and is continuing or such advance would result in an OverLoan. Such action shall not constitute a waiver of the Borrowers’ obligations under
Section 2.11(b) hereof. 

  
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 2.19. FEES FOR L/C’S. 

(a) The Borrowers shall pay to the Administrative Agent the following per annum fees on account of L/C’s, the issuance of which had
been procured by the Administrative Agent, quarterly in arrears, and on the Termination Date and on the End Date based on the weighted average Stated Amount of L/C’s outstanding during the period in respect of which such fee is being paid;
provided that, following the occurrence and during the continuance of any Event of Default (and whether or not the Administrative Agent exercises the Administrative Agent’s rights on account thereof), such fees, at the option of
the Administrative Agent or the direction of the Majority Revolving Credit Lenders, shall be the respective aggregate of those set forth below plus three percent (3%) per annum. 

(i) Documentaries: The Libor Margin then in effect minus 50 basis points. 

(ii) Standbys: The Libor Margin then in effect. 
 (b) In addition to the fee to be paid as provided in Section 2.19(a) above, the Borrowers shall pay to the Administrative Agent (or to the Issuer, if so requested by Administrative Agent), on
demand, all customary issuance, processing, negotiation, amendment, and administrative fees and other amounts charged by the Issuer on account of, or in respect to, any L/C. 
 (c) If any change in Applicable Law shall either: 
 (i) impose,
modify or deem applicable any reserve, special deposit or similar requirements against letters of credit heretofore or hereafter issued by any Issuer or with respect to which any Revolving Credit Lender or any Issuer has an obligation to lend to
fund drawings under any L/C; or 
 (ii) impose on any Issuer any other condition or requirements relating to any
such letters of credit; 
 and the result of any event referred to in Section 2.19(c)(i) or 2.19(c)(ii), above, shall be to
increase the cost to any Revolving Credit Lender or to any Issuer of issuing or maintaining any L/C (which increase in cost shall be the result of such Issuer’s reasonable allocation among that Revolving Credit Lender’s or Issuer’s
letter of credit customers of the aggregate of such cost increases resulting from such events), then, upon demand by the Administrative Agent and delivery by the Administrative Agent to the Borrowers’ Representative of a certificate of an
officer of the subject Revolving Credit Lender or the subject Issuer describing such change in law, executive order, regulation, directive, or interpretation thereof, its effect on such Revolving Credit Lender or such Issuer, and the basis for
determining such increased costs and their allocation, the Borrowers shall immediately pay to the Administrative Agent, from time to time as specified by the Administrative Agent, such amounts as shall be sufficient to compensate the


  
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subject Revolving Credit Lender or the subject Issuer for such increased cost. In the absence of manifest error, any Revolving Credit Lender’s or any Issuer’s determination of costs
incurred under Sections 2.19(c)(i) or 2.19(c)(ii), above, and the allocation, if any, of such costs among the Borrowers and other letter of credit customers of such Revolving Credit Lender or such Issuer, if done in good faith and made
on an equitable basis and in accordance with such officer’s certificate, shall be conclusive and binding on the Borrowers. 

2.20. CONCERNING L/CS. 
 (a) None of the Issuer, the Issuer’s correspondents, any Revolving Credit Lender, any Agent, or any advising, negotiating, or paying bank with respect to any L/C shall be responsible in any way for:

 (i) The performance by any beneficiary under any L/C of that beneficiary’s obligations to any Borrower.

 (ii) The form, sufficiency, correctness, genuineness, authority of any person signing; falsification; or the
legal effect of; any documents called for under any L/C if (with respect to the foregoing) such documents on their face appear to be in order. 
 (b) The Issuer may honor, as complying with the terms of any L/C and of any drawing thereunder, any drafts or other documents otherwise in order, but signed or issued by an administrator, executor,
conservator, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, or other legal representative of the party authorized under such L/C to draw or issue such drafts or other documents. 

(c) Unless otherwise agreed to, in the particular instance, each Borrower hereby authorizes any Issuer to: 

(i) Select an advising bank, if any. 

(ii) Select a paying bank, if any. 

(iii) Select a negotiating bank, if any. 
 (d) All directions, correspondence, and funds transfers relating to any L/C are at the risk of the Borrowers. The Issuer shall have discharged the Issuer’s obligations under any L/C which, or the
drawing under which, includes payment instructions, by the initiation of the method of payment called for in, and in accordance with, such instructions (or by any other commercially reasonable and comparable method). None of the Agent, the Revolving
Credit Lenders, or the Issuer shall have any responsibility for any inaccuracy, interruption, error, or delay in transmission or delivery by post, telegraph or cable, or for any inaccuracy of translation. 

(e) Each Agent’s, each Revolving Credit Lender’s and the Issuer’s rights, powers, privileges and immunities specified in
or arising under this Agreement are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute or rule of law or contract. 

  
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 (f) Except to the extent otherwise expressly provided hereunder or agreed to in writing by
the Issuer and the Borrowers’ Representative, documentary L/C’s will be governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce, Publication No. 600, and standby L/C’s will be
governed by International Standby Practices ISP98 (adopted by the International Chamber of Commerce on April 6, 1998) and any respective subsequent revisions thereof. 
 (g) The obligations of the Borrowers under this Agreement with respect to L/C’s are absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof under
all circumstances, whatsoever including, without limitation, the following: 
 (i) Any lack of validity or
enforceability or restriction, restraint, or stay in the enforcement of this Agreement, any L/C, or any other agreement or instrument relating thereto. 
 (ii) Any Borrower’s consent to any amendment or waiver of, or consent to the departure from, any L/C. 
 (iii) The existence of any claim, set-off, defense, or other right which any Borrower may have at any time against the beneficiary of any L/C. 

(iv) Any good faith honoring of a drawing under any L/C, which drawing possibly could have been dishonored based upon a
strict construction of the terms of the L/C. 
 (h) Each Issuer shall be deemed to have agreed as follows: 

(i) That any action taken or omitted by that Issuer, that Issuer’s correspondents, or any advising, negotiating or
paying bank with respect to any L/C and the related drafts and documents, shall be done in good faith and in compliance with foreign or domestic laws. 
 (ii) That the Borrowers shall not be required to indemnify the Issuer, the Issuer’s correspondents, or any advising, negotiating or paying bank with respect to any L/C for any claims, damages,
losses, liabilities, costs or expenses to the extent, caused by (x) the willful misconduct or gross negligence of the Issuer, the Issuer’s correspondents, or any advising, negotiating or paying bank with respect to any L/C in determining
whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) the Issuer’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the
terms and conditions of such Letter of Credit. 

  
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 2.21. CHANGED CIRCUMSTANCES. 

(a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances
thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any of the following: 

(i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. 

(ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or
unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. 

(iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to
the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. 
 (b) In the event that the Administrative Agent advises the Borrowers’ Representative of an occurrence described in Section 2.21(a), then, until the Administrative Agent notifies the
Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: 
 (i) The
obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Revolving
Credit Loans shall be suspended. 
 (ii) Any notice which the Borrowers’ Representative had given the
Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.21(a), shall be deemed at the option of
the Administrative Agent to not having been given. 
 2.22. DESIGNATION OF
BORROWERS’ REPRESENTATIVE AS BORROWERS’ AGENT. 
 (a) Each Borrower hereby irrevocably designates and appoints the Borrowers’ Representative as that Borrower’s agent to obtain loans and advances under the Revolving Credit Facility, the proceeds
of which shall be available to each Borrower for those uses set forth in this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to the Agents and each Revolving Credit Lender on account of loans and advances so
made as if made directly by the Revolving Credit Lenders to that Borrower, notwithstanding the manner by which such loans and advances are recorded on the books and records of the Borrowers’ Representative and of any Borrower. In addition, each
Loan Party other than the Borrowers hereby irrevocably designates and appoints the Borrowers’ Representative as that Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents.


  
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 (b) Each Borrower recognizes that credit available to it under the Revolving Credit Facility
is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby
assumes and agrees to discharge all Liabilities of each of the other Borrowers as if the Borrower which is so assuming and agreeing was each of the other Borrowers. 
 (c) The Borrowers’ Representative shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Borrowers’ Representative has requested a Revolving
Credit Loan. 
 (d) The proceeds of each loan and advance provided under the Revolving Credit Facility which is requested by the
Borrowers’ Representative shall be deposited into the Operating Account or as otherwise indicated by the Borrowers’ Representative. The Borrowers’ Representative shall cause the transfer of the proceeds thereof to the (those)
Borrower(s) on whose behalf such loan and advance was obtained. Neither the Agent nor any Revolving Credit Lender shall have any obligation to see to the application of such proceeds. 

2.23. REVOLVING CREDIT LENDERS’ COMMITMENTS. 

(a) Subject to Section 16.1 (which provides for assignments and assumptions of commitments), each Revolving Credit
Lender’s “Revolving Credit Percentage Commitment” and “Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on EXHIBIT 2.23, annexed hereto. 

(b) The obligations of each Revolving Credit Lender are several and not joint. No Revolving Credit Lender shall have any obligation to
make any loan or advance under the Revolving Credit Facility in excess of either of the following: 
 (i) That
Revolving Credit Lender’s Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. 
 (ii) That Revolving Credit Lender’s Revolving Credit Dollar Commitment. 
 (c)
No Revolving Credit Lender shall have any liability to the Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit Facility nor any obligation to make up any shortfall which
may be created by such failure. 
 (d) Subject to Section 16.1, the Revolving Credit Dollar Commitments, Revolving
Credit Percentage Commitments, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments among the Revolving
Credit Lenders or with other Persons who determine to become a Revolving Credit Lender. 

  
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 (e) Upon written notice given the Borrowers’ Representative from time to time by the
Administrative Agent of any assignment or allocation referenced in Section 2.23(d): 
 (i) Each
Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to
the Administrative Agent (which promptly thereafter shall deliver to the Borrowers’ Representative the Revolving Credit Notes so replaced); provided, however, in the event that a Revolving Credit Note is to be exchanged following
its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to any Borrower, the Administrative Agent, in lieu of causing the Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative
Agent’s Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. 
 (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights, privileges, and obligations of a
Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved
of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter. 
 2.24. INCREASE
IN REVOLVING CREDIT COMMITMENTS. 
 (a) Provided no Default then
exists or would arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Borrowers’ Representative may from time to time request an increase in the Revolving Credit Commitments by
an amount (for all such requests) not exceeding $50,000,000 (each such increase, a “Revolving Credit Commitment Increase”); provided that (i) any such request for a Revolving Credit Commitment Increase shall be in
a minimum amount of $10,000,000 and (ii) the Borrowers’ Representative may make a maximum of three (3) such requests. At the time of sending such notice, the Borrowers’ Representative (in consultation with the Administrative
Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders).

 (b) Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to
increase its Revolving Credit Dollar Commitment and, if so, whether by an amount equal to, greater than, or less than its Revolving Credit Percentage Commitment of such requested Revolving Credit Commitment Increase. Any Revolving Credit Lender not
responding within such time period shall be deemed to have declined to increase its Revolving Credit Dollar Commitment. 

  
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 (c) The Administrative Agent shall notify the Borrowers’ Representative and each
Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder. To achieve the full amount of a requested Revolving Credit Commitment Increase, and subject to the approval of the Administrative Agent, the
Issuer and the SwingLine Lender (which approvals shall not be unreasonably withheld), to the extent that the existing Revolving Credit Lenders decline to increase their Revolving Credit Dollar Commitments, or decline to increase their Revolving
Credit Dollar Commitments to the amount requested by the Borrowers’ Representative, the Administrative Agent, in consultation with the Borrowers’ Representative, will use its reasonable efforts to arrange for one or more other Eligible
Assignees to become a Revolving Credit Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Revolving Credit Commitments requested by the Borrowers’ Representative and not accepted by the existing
Revolving Credit Lenders (and the Borrowers’ Representative may also invite additional Eligible Assignees to become Revolving Credit Lenders) (each, an “Additional Commitment Lender”); provided, however, that
without the consent of the Administrative Agent, at no time shall the Revolving Credit Dollar Commitment of any Additional Commitment Lender be less than $5,000,000. 
 (d) If the Revolving Credit Commitments are increased in accordance with this Section 2.24, the Administrative Agent, in consultation with the Borrowers’ Representative shall determine
the effective date (the “Increase Effective Date”) and the final allocation of such Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify the Borrowers’ Representative and the Revolving Credit
Lenders of the final allocation of such Revolving Credit Commitment Increase and the Increase Effective Date and, on the Increase Effective Date, (i) the Revolving Credit Commitments under, and for all purposes of, this Agreement shall be
increased by the aggregate amount of such Revolving Credit Commitment Increase, and (ii) EXHIBIT 2.25 shall be deemed modified, without further action, to reflect the revised Revolving Credit Dollar Commitments and Revolving Credit
Percentage Commitments of the Revolving Credit Lenders. 
 (e) As conditions precedent to each such Revolving Credit Commitment
Increase: (i) the Borrowers’ Representative shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible
Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Revolving Credit Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and
after giving effect to such Revolving Credit Commitment Increase, the representations and warranties contained in Article 4 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed
and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment


  
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Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent or its Affiliates as the
Borrowers’ and the Administrative Agent may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Revolving Credit Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative
Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (vi) the Borrowers and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the
Administrative Agent may reasonably have requested to effectuate the documentation of the foregoing; and (vii) no Default exists. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to Section 2.11(e)) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Revolving Credit Percentage Commitments arising from any nonratable increase in the
Revolving Credit Commitments under this Section 2.24. 
 (f) This Section 2.24 shall supersede any
provisions in Article 15 to the contrary. 
 2.25. REFERENCES TO EXISTING
LOAN AGREEMENT. The terms “Loan and Security Agreement,” “this Agreement,” “Loan Agreement,” and similar references as used in the documents, instruments and agreements
executed and/or delivered in connection with the Existing Loan Agreement, shall mean the Existing Loan Agreement as amended and restated hereby in its entirety, and each of such documents, instruments and agreements is hereby so amended. Except as
specifically agreed herein or in any of the Loan Documents executed concurrently herewith, each of the Loan Documents executed and delivered in connection with the Existing Loan Agreement is hereby ratified and confirmed and shall remain in full
force and effect in accordance with its terms. Without limitation of the foregoing, the Loan Parties hereby confirm that the Collateral Interests granted under the Existing Loan Agreement and each other applicable Loan Document continue to secure
all of the Liabilities. 
 ARTICLE 3 - CONDITIONS PRECEDENT: 

As a condition to the effectiveness of this Agreement, the establishment of the Revolving Credit Facility, the making of the first
Revolving Credit Loan under the Revolving Credit Facility, each of the documents respectively described in Sections 3.1 through and including Section 3.12 (each in form and substance satisfactory to the Administrative Agent) shall
have been delivered to the Administrative Agent, and the conditions respectively described in Sections 3.5 through and including Section 3.12, shall have been satisfied: 

3.1. DUE DILIGENCE. 
 (a) Certificates of good standing for each Loan Party, respectively issued by the Secretary of State for the state in which that Loan Party is organized. 

  
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 (b) Certificates of due qualification, in good standing, issued by the Secretary of State
for the Commonwealth of Massachusetts for those Loan Parties required to file to do business in the Commonwealth of Massachusetts. 
 (c) Certificates of each Loan Party’s clerk or secretary, as applicable, of the due adoption, continued effectiveness, and setting forth the texts of, each resolution adopted in connection with the
establishment of the loan arrangement contemplated by the Loan Documents and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents. 

3.2. OPINION. One or more reasonable and customary opinions of counsel to the Loan Parties.

 3.3. ADDITIONAL DOCUMENTS. Such additional instruments and documents as
the Administrative Agent or its counsel reasonably may require or request. 
 3.4. OFFICERS’
CERTIFICATES. Certificates executed by (a) either the President or the Chief Executive Officer and (b) the Chief Financial Officer of the Borrowers’ Representative and stating that: 

(a) The representations and warranties made by the Loan Parties to the Agents and the Revolving Credit Lenders in this Agreement and the
other Loan Documents are true and complete in all material respects as of the Closing Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and
warranties shall be true and complete in all material respects as of such earlier date, and (ii) in the case of any such representations and warranties that are qualified by materiality, such representations and warranties shall be true and
complete in all respects. 
 (b) No event has occurred which is or which, solely with the giving of notice or passage of time
(or both) would be, an Event of Default. 
 (c) As of the Closing Date, and immediately after giving effect to the consummation
of the transactions contemplated by this Agreement (including the initial Revolving Credit Loans to be made under this Agreement on the Closing Date), the Borrowers’ Representative and its Subsidiaries taken as a whole, and each Borrower, is
Solvent. 

  
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 3.5. REPRESENTATIONS AND
WARRANTIES. Each of the representations made by or on behalf of each Loan Party in this Agreement or in any of the other Loan Documents or in any other report, statement, document, or paper provided by or on behalf
of each Loan Party shall be true and complete in all material respects as of the date as of which such representation or warranty was made, except (i) to the extent that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and complete in all material respects as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects. 

3.6. ALL FEES AND EXPENSES PAID. All
fees due at or immediately after the first funding under the Revolving Credit Facility (including, without limitation, any such fees set forth in the Fee Letter), and all costs and expenses incurred by the Administrative Agent and the Collateral
Agent in connection with the establishment of the Revolving Credit Facility contemplated hereby (including the reasonable fees and expenses of counsel to the Administrative Agent and the Collateral Agent), shall have been paid in full. 

3.7. COLLATERAL, ETC. 
 (a) Each document (including, without limitation, Uniform Commercial Code financing statements) required by law or requested by the Administrative Agent to be filed, registered or recorded in order to
create in favor of the Collateral Agent a first priority perfected security interest in the Collateral shall have been properly filed, registered or recorded in each jurisdiction where required and the Collateral Agent shall have a first priority
perfected security interest in the Collateral, subject only to Permitted Encumbrances. 
 (b) All accounts payable of the Loan
Parties shall be within invoice terms (subject only to good faith disputes). 
 (c) The Inventory Purchase Agreement shall have
been executed and delivered by all the Loan Parties, shall be in full force and effect and shall be satisfactory to the Administrative Agent. 
 3.8. NO DEFAULT. 
 (a) No Default shall have
occurred and be continuing. 
 (b) Except as specifically set forth on EXHIBIT 3.8(b), no default shall have occurred and
be continuing under any material contract or other agreement to which any Loan Party is a party. 

  
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 3.9. FINANCIAL STATEMENTS; LEGAL
DUE DILIGENCE; NO ADVERSE CHANGE. 
 (a) The
Administrative Agent shall be satisfied that all financial statements and projections delivered to it fairly present the Consolidated business and financial condition of the Borrowers and their Consolidated Subsidiaries. 

(b) No event shall have occurred or failed to occur, which occurrence or failure is or could have a materially adverse effect upon any
Loan Party’s financial condition when compared with the financial condition of such Loan Party as reflected in its most recent interim management prepared financial statements, annual report(s), public filings and projections provided to the
Administrative Agent or any Revolving Credit Lender. 
 (c) The Administrative Agent shall be satisfied that no information or
materials supplied by or on behalf of the Loan Parties contain material misstatements or omissions which could be materially misleading. 
 (d) The Administrative Agent shall be satisfied that no materially adverse change in any governmental regulations or policies affecting any Loan Party or Agent shall have occurred. 

3.10. NO LITIGATION. The Administrative Agent and its counsel shall have received
evidence satisfactory to each that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against any Loan Party the result of
which is reasonably likely to have a material adverse effect on such Loan Party or its businesses or assets. 
 3.11.
PATRIOT ACT. 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). 

3.12. BENEFIT OF CONDITIONS PRECEDENT. The conditions
set forth in this Article 3 are for the sole benefit of each Agent and each Revolving Credit Lender and may be waived by the Administrative Agent, in whole or in part, without prejudice to any Agent or any Revolving Credit Lender. 

No document shall be deemed delivered to the Administrative Agent, the Collateral Agent, or any Revolving Credit Lender until received
and accepted by the Administrative Agent at its offices in Boston, Massachusetts. Under no circumstances shall this Agreement take effect until executed and accepted by the Administrative Agent at said offices. 

  
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 ARTICLE 4 - GENERAL REPRESENTATIONS, COVENANTS
AND WARRANTIES: 
 To induce each Revolving Credit Lender to establish the Revolving Credit
Facility contemplated herein and to induce the Revolving Credit Lenders to provide loans and advances hereunder (each of which loans shall be deemed to have been made in reliance thereupon), respectively, as contemplated hereby, the Loan Parties, in
addition to all other representations, warranties, and covenants made by any Loan Party in any other Loan Document, make those representations, warranties, and covenants included in this Agreement. 

4.1. PAYMENT AND PERFORMANCE OF
LIABILITIES. The Borrowers shall pay each payment Liability when due (or when demanded, if payable on demand) and shall promptly, punctually, and faithfully perform each other Liability. 

4.2. DUE ORGANIZATION; AUTHORIZATION; NO
CONFLICTS. 
 (a) Each Loan Party presently is and hereafter shall remain in good
standing under the laws of the State in which it is organized, as set forth on EXHIBIT 4.2 annexed hereto, and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or
location of such Loan Party’s assets or operation of such Loan Party’s business, such qualification is necessary, except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the business or
assets of that Loan Party. 
 (b) Each Loan Party’s respective federal employer identification number is stated on
EXHIBIT 4.2, annexed hereto. 
 (c) No Loan Party shall change (i) its State of organization, or (ii) that Loan
Party’s federal taxpayer identification number, in each case on less than sixty (60) days prior written notice (in reasonable detail) to the Administrative Agent. 
 (d) Each Affiliate of the Loan Parties is listed on EXHIBIT 4.2. The Borrowers’ Representative shall provide the Administrative Agent with prior written notice of any entity’s becoming or
ceasing to be an Affiliate. 
 (e) Each Loan Party has all requisite power and authority to execute and deliver all Loan
Documents to which that Loan Party is a party and has and will hereafter retain all requisite power to perform all Liabilities. 

(f) The execution and delivery by each Loan Party of each Loan Document to which it is a party; each Loan Party’s consummation of
the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by that Loan Party to secure the Liabilities); each Loan Party’s performance under those of the Loan Documents to which it
is a party; the borrowings hereunder; and the use of the proceeds thereof: 
 (i) Have been duly authorized by
all necessary action. 

  
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 (ii) Do not, and will not, contravene in any material respect any provision
of any Requirement of Law or obligation of that Loan Party, where such contravention would have a material adverse effect on that Loan Party. 
 (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of that Loan Party pursuant to any Requirement of Law or obligation, except
pursuant to or as permitted by the Loan Documents. 
 (g) The Loan Documents have been duly executed and delivered by each Loan
Party and are the legal, valid and binding obligations of each Loan Party, enforceable against each Loan Party in accordance with their respective terms, except as such enforceability may be subject to limitations on the rights and remedies of
secured creditors generally imposed under bankruptcy or insolvency law and that the availability of equitable relief is subject to the discretion of the court from which such relief is sought. 

4.3. TRADE NAMES. 
 (a) EXHIBIT 4.3, annexed hereto, is a listing of: 
 (i) All
names under which any Loan Party conducted its business during the five (5) years preceding the date of this Agreement. 
 (ii) All Persons with whom any Loan Party consolidated or merged, or from whom any Loan Party acquired in a single transaction or in a series of related transactions substantially all of such
Person’s assets, in each case during the five (5) years preceding the date of this Agreement. 
 (b) The
Borrowers’ Representative will provide the Administrative Agent with not less than twenty-one (21) days prior written notice (with reasonable particularity) of any change to any Loan Party’s name from that under which that Loan Party
is conducting its business at the execution of this Agreement and will not effect such change unless each Loan Party is then in compliance with all provisions of this Agreement. 

4.4. INFRASTRUCTURE. 
 (a) Each Loan Party has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

 (b) To the Borrowers’ knowledge, except as set forth in EXHIBIT 4.4(b), each Loan Party owns and possesses, or
has the right to use (and will hereafter own, possess, or have such right to use) all patents, industrial designs, trademarks, trade names, trade styles, 

  
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brand names, service marks, logos, copyrights, trade secrets, know-how, confidential information, and other intellectual or proprietary property of any third Person necessary for that Loan
Party’s conduct of that Loan Party’s business except where the failure to own, possess, or have such right or use will not have more than a de minimis adverse effect on any Loan Party. 

(c) To the Borrowers’ knowledge, the conduct by each Loan Party of that Loan Party’s business does not presently infringe (nor
will any Loan Party conduct its business in the future so as to infringe) the patents, industrial designs, trademarks, trade names, trade styles, brand names, service marks, logos, copyrights, trade secrets, know-how, confidential information, or
other intellectual or proprietary property of any third Person except where such infringement will not have no more than a de minimis adverse effect on that Loan Party. 
 4.5. LOCATIONS. 
 (a) The Collateral, and the books,
records, and papers of the Loan Parties pertaining thereto, are kept and maintained solely at the following locations: 
 (i) The Borrowers’ Representative’s chief executive offices which are at 555 Turnpike Street, Canton, Massachusetts 02021. 

(ii) Those locations which are listed on EXHIBIT 4.5, annexed hereto, which EXHIBIT includes, with respect to each
such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained and the names and
addresses of each Loan Party’s landlord(s). 
 (b) No Loan Party shall remove any of the Collateral from said chief
executive office or those locations listed on EXHIBIT 4.5 except for the following purposes: 
 (i)
To accomplish sales of Inventory in the ordinary course of business or sales permitted by Section 4.14(d). 
 (ii) To move Inventory from one such location to another such location. 
 (iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of business (such as motor vehicles). 

(c) Except where caused by a force majeure or as otherwise agreed by the Administrative Agent, and except with respect to the locations
referred to in Section 4.14(d) as to which five (5) days notice shall be deemed sufficient, no Loan Party shall cease the conduct of business at any of its present or future Stores for more than fifteen (15) consecutive days
without first furnishing the Administrative Agent with not less than thirty (30) days (or such lesser period as the Administrative Agent may agree) prior written notice thereof. 

  
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 4.6. STORES. 

(a) No Loan Party is or may commit to or become legally obligated to open additional Stores where such commitment, obligation, or opening
is prohibited by, or would result in a breach of, this Agreement. 
 (b) Except for in-transit Inventory, no tangible personal
property of any Loan Party (beyond a de minimis amount of such property) is in the care or custody of any third party or stored or entrusted with a bailee or other third party other than as otherwise consented to in writing by the
Administrative Agent. 
 4.7. TITLE TO ASSETS. 

(a) The Loan Parties are, and shall hereafter remain, the owners of the Collateral free and clear of all Encumbrances with the exceptions
of the following: 
 (i) Encumbrances in favor of the Collateral Agent. 

(ii) Permitted Encumbrances. 
 (b) Except as disclosed on EXHIBIT 4.7(b), annexed hereto, the Loan Parties do not have possession of any property on consignment to the Loan Parties and will not have possession of property on
consignment hereafter. 
 (c) No Loan Party shall acquire or obtain the right to use any Equipment in which any third party has
an interest, except for: 
 (i) Equipment which is merely incidental to the conduct of that Loan Party’s
business; or 
 (ii) Equipment, the acquisition or right to use of which has been consented to by the
Administrative Agent, which consent may be conditioned solely upon the Administrative Agent’s receipt of an agreement, substantially in the form of EXHIBIT 4.7(c)(ii), annexed hereto with the third party which has an interest in such
Equipment; or 
 (iii) Equipment subject to Leases, Capital Leases or licenses otherwise permitted hereunder.

 (d) No Affiliate (other than a Loan Party) which is owned, directly or indirectly, by a Loan Party has, and none will
acquire, any assets other than assets of nominal value, unless (i) such acquisition of assets is not prohibited by another provision of this Agreement and (ii) the ownership interests of such Affiliate shall have been pledged to the
Collateral Agent for the benefit of the Revolving Credit Lenders as their interests may appear and the Collateral Agent has a first priority, perfected security interest in such ownership interests. 

  
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 4.8. INDEBTEDNESS. 

(a) The Loan Parties do not, and shall not hereafter, have any Indebtedness with the exception of Permitted Indebtedness and shall not
make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness; provided, however, that the Loan Parties shall be
permitted to make the following payments on Permitted Indebtedness: 
 (i) regularly scheduled payments (but not
prepayments) of principal and interest on account of Permitted Indebtedness when due; and 
 (ii) voluntary
prepayments, repurchases, redemptions or defeasances of principal and interest on account of Permitted Indebtedness as long as the Loan Parties are in compliance with the Payment Conditions. 

4.9. INSURANCE. 
 (a) EXHIBIT 4.9, annexed hereto, is a schedule of all insurance policies owned by the Loan Parties or under which any Loan Party is the named insured. Each of such policies is in full force and
effect. Neither the issuer of any such policy nor any Loan Party is in default or violation of any such policy. 
 (b) The Loan
Parties shall have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be satisfactory to the Administrative Agent. 

(c) All insurance carried by the Loan Parties shall provide for a minimum of thirty (30) days’ prior written notice of
cancellation to the Administrative Agent and all such insurance which covers the Collateral shall include an endorsement in favor of the Agents, which endorsement shall provide that the insurance, to the extent of the Agent’s respective
interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of any Loan Party or by the failure of any Loan Party to comply with any warranty or condition of the policy, and shall not include an
endorsement in favor of any other Person. 
 (d) The coverage reflected on EXHIBIT 4.9 presently satisfies the foregoing
requirements, it being recognized by each Loan Party, however, that such requirements may hereafter be modified as required by the Administrative Agent in its reasonable discretion to reflect changing circumstances. 

  
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 (e) The Borrowers’ Representative shall furnish the Administrative Agent from time to
time with certificates or other evidence satisfactory to the Administrative Agent regarding compliance by the Loan Parties with the foregoing requirements. 
 (f) In the event of the failure by the Loan Parties to maintain insurance as required herein, the Administrative Agent, at its option, may obtain such insurance; provided, however, the
Administrative Agent’s obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Loan Parties’ failure to have maintained such insurance. 

4.10. LICENSES. Each license, distributorship, franchise, and similar agreement issued to, or to which any Loan
Party is a party, is in full force and effect, except where the failure thereof to be in full force and effect could not reasonably be expected to have a material adverse effect on the Loan Parties. Neither the Borrowers nor, to the best knowledge
of the Borrowers, any other party to any such license or agreement is in default or violation thereof. No Loan Party has received any notice or threat of cancellation of any such license or agreement. 

4.11. LEASES. EXHIBIT 4.11, annexed hereto, is a schedule of all presently effective Capital Leases.
EXHIBIT 4.5 includes a list of all other presently effective Leases. Each of such Leases and Capital Leases is in full force and effect. Neither the Borrower nor, to the best knowledge of the Borrowers, any other party to any such Lease or
Capital Lease is in default or violation of any such Lease or Capital Lease and no Loan Party has received notice or a threat of cancellation of any such Lease or Capital Lease. Each Loan Party hereby authorizes the Administrative Agent at any time
and from time to time, with the consent of the Borrowers’ Representative and at any time following the occurrence of an Event of Default, to contact any of the Loan Parties’ respective landlords in order to confirm the Loan Parties’
continued compliance with the terms and conditions of the Lease(s) between the subject Loan Party and that landlord and to discuss such issues, concerning the subject Loan Party’s occupancy under such Lease(s), as the Administrative Agent may
determine. 
 4.12. REQUIREMENTS OF LAW. Each Loan Party is in compliance
with, and shall hereafter comply with and use its assets in compliance with, all Requirements of Law except where the failure of such compliance will not have more than a de minimis adverse effect on the Loan Party’s business. No Loan
Party has received any notice of any violation of any Requirement of Law (other than of a violation which has no more than a de minimis adverse effect on the Loan Party’s business or assets), which violation has not been cured or
otherwise remedied. 

  
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 4.13. LABOR RELATIONS. 

(a) Except as disclosed on EXHIBIT 4.13(a), annexed hereto, no Loan Party is presently a party to any collective bargaining or
other labor contract. 
 (b) There is not presently pending and, to any Loan Party’s knowledge, there is not threatened any
of the following: 
 (i) Any strike, slowdown, picketing, work stoppage, or material employee grievance process.

 (ii) Any proceeding against or affecting any Loan Party relating to the alleged violation of any Applicable
Law pertaining to labor relations or before National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable governmental body, organizational activity, or other labor or employment dispute against or affecting any Loan
Party, which, if determined adversely to that Loan Party could have more than a de minimis adverse effect on that Loan Party. 
 (iii) Any lockout of any employees by any Loan Party (and no such action is contemplated by any Loan Party). 
 (iv) Any application for the certification of a collective bargaining agent. 
 (c)
To the knowledge of the Borrowers’ Representative and each Loan Party, no material event has occurred or circumstance exists which could provide the basis for any work stoppage or other labor dispute. 

(d) Each Loan Party: 
 (i) Has complied in all material respects with all Applicable Law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the
payment of social security and similar taxes, occupational safety and health, and plant closing. 
 (ii) Is not
liable for the payment of more than a de minimis amount of compensation, damages, taxes, fines, penalties, or other amounts, however designated, for that Loan Party’s failure to comply with any Applicable Law referenced in
Section 4.13(d)(i). 
 4.14. MAINTAIN PROPERTIES; ASSET
SALES. The Loan Parties shall: 
 (a) Keep the Collateral in good order and repair (ordinary reasonable wear
and tear and insured casualty excepted). 
 (b) Not suffer or cause the waste or destruction of any material part of the
Collateral. 

  
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 (c) Not use any of the Collateral in violation of any policy of insurance thereon.

 (d) Not sell, lease, or otherwise dispose of any of the Collateral, other than the following: 

(i) The sale of Inventory in compliance with this Agreement. 

(ii) The disposal of Equipment which is obsolete, worn out, or damaged beyond repair, which Equipment is replaced to the
extent necessary to preserve or improve the operating efficiency of any Loan Party. 
 (iii) The turning over to
the Administrative Agent of all Receipts as provided herein. 
 (iv) Permitted Asset Dispositions. 

4.15. TAXES. 
 (a) The Loan Parties, in compliance with all Applicable Law, have properly filed the Loan Party’s tax returns due to be filed up to the date of this Agreement. All federal and state taxes and other
amounts in the nature of taxes for which any Loan Party is liable or obligated are presently due and payable without penalty; or have been paid or settled. 
 (b) The Loan Parties shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against any Loan Party or the
Collateral by any Person whose claim could result in an Encumbrance upon any asset of any Loan Party or by any governmental authority; properly exercise any trust responsibilities imposed upon any Loan Party by reason of withholding from
employees’ pay or by reason of any Loan Party’s receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or
hereafter established by any Loan Party; and timely file all tax and other returns and other reports with each governmental authority to whom any Loan Party is obligated to so file except where failure to file could not reasonably be expected to
have a material adverse effect; provided, however, nothing included in this Section 4.15(b) shall prevent the Loan Parties from contesting, in good faith and by appropriate proceedings, any tax liability claimed against any
Loan Party, but only provided that and so long as no tax lien is filed with respect thereto. 
 (c) At its option, with prior
notice to the Borrowers’ Representative, the Administrative Agent may pay any tax, charge levied, assessed, or claimed upon any Loan Party or the Collateral by any Person, or entity or governmental authority, and make any payments on account of
any Loan Party’s Employee Benefit Plan as the Administrative Agent, in the Administrative Agent’s reasonable discretion, may deem necessary or desirable, to protect the Agents’ Rights and Remedies. 

  
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 4.16. NO MARGIN STOCK; NOT
INVESTMENT COMPANY. 
 (a) No Loan Party is engaged in the business of extending credit for
the purpose of purchasing or carrying any margin stock (within the meaning of Regulations U, T, and X of the Board of Governors of the Federal Reserve System of the United States). No part of the proceeds of any borrowing hereunder will be used at
any time to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock. 
 (b) No Loan Party or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 

4.17. ERISA. 
 (a) Neither any Loan Party nor any ERISA Affiliate has ever: 
 (i)
Violated or failed to be in full compliance with any Employee Benefit Plan maintained by any Loan Party. 
 (ii)
Failed timely to file all reports and filings required by ERISA to be filed by any Loan Party. 
 (iii) Engaged
in any nonexempt “prohibited transactions” or “reportable events” (respectively as described in ERISA). 
 (iv) Engaged in, or committed, any act such that a tax or penalty could be imposed upon any Loan Party on account thereof pursuant to ERISA. 

(v) Accumulated any material cumulative funding deficiency within the meaning of ERISA. 

(vi) Terminated any Employee Benefit Plan such that a lien could be asserted against any assets of any Loan Party on
account thereof pursuant to ERISA. 
 (vii) Been a member of, contributed to, or had any obligation under any
Employee Benefit Plan which is a multiemployer plan within the meaning of Section 4001(a) of ERISA. 
 (b) Neither any Loan
Party nor any ERISA Affiliate shall ever engage in any action of the type described in Section 4.17(a). 
 4.18.
HAZARDOUS MATERIALS. 
 (a) No Loan Party has ever: (i) been legally responsible for any
release or threat of release of any Hazardous Material or (ii) received notification of the incurrence of any expense in connection with the assessment, containment, or removal of any Hazardous Material for which that Loan Party would be
responsible. 

  
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 (b) Each Loan Party shall: (i) dispose of any Hazardous Material only in compliance
with all Environmental Laws and (ii) have possession of any Hazardous Material only in the ordinary course of that Loan Party’s business and in compliance with all Environmental Laws. 

4.19. LITIGATION. Except as described in EXHIBIT 4.19, annexed hereto, there is not presently
pending or to the knowledge of the Borrowers, threatened in writing, by or against any Loan Party, any suit, action, proceeding, or investigation which if determined adversely to such Loan Party, would have a material adverse effect upon the Loan
Parties’ financial condition or the ability of the Loan Parties to conduct their business as such business is presently conducted or is contemplated to be conducted in the foreseeable future. 

4.20. DIVIDENDS. INVESTMENTS. ENTITY ACTION. No Loan
Party shall: 
 (a) Pay any cash dividend or make any other distribution in respect of any class of their respective capital
stock or other ownership interests, other than payments to another Loan Party, unless the Loan Parties are in compliance with the Payment Conditions. 
 (b) Redeem, retire, purchase, or acquire any of Casual Male’s capital stock, other than pursuant to a Permitted Repurchase. 
 (c) Invest in or purchase any stock or securities or other ownership interests, or rights to purchase any such stock or securities or other ownership interests, of any corporation or other Person, except
for: 
 (i) Permitted Investments; 

(ii) Permitted Acquisitions subject to the provisions of Section 4.21; 

(iii) Investments in new wholly owned Subsidiaries formed in connection with any such Permitted Acquisition, subject to
the provisions of Section 4.21(c); 
 (iv) Permitted Minority Investments; provided
that (A) the Borrowers are in compliance with the Payment Conditions and (B) (1) at any time that any Revolving Credit Loan is outstanding before and after giving effect to such Permitted Minority Investment, the aggregate
amount of all Permitted Minority Investments made shall not exceed $50,000,000 or (2) if there is no Revolving Credit Loan outstanding before and after giving effect to such Permitted Minority Investment, then such Permitted Minority Investment
shall not be added to the aggregate limit set forth in clause (B)(1) above; and 

  
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 (v) Investments by the Loan Parties in Subsidiaries that are not Loan
Parties; provided that (A) such Investments may only be made following the Closing Date to the extent that such Investments, together with the principal amount of any intercompany loans permitted pursuant to
Section 4.22(g), shall not exceed $10,000,000.00 in the aggregate from and after the Closing Date, and (B) in the event that the aggregate amount of such Investments, together with the principal amount of any intercompany loans
permitted pursuant to Section 4.22(g), exceeds $5,000,000.00, the Payment Conditions shall have been satisfied. 

(d) Merge or consolidate or be merged or consolidated with or into any other corporation or other entity; provided that
nothing in this Agreement shall prevent any Loan Party from merging into any other Loan Party. 
 (e) Consolidate any of that
Loan Party’s operations with those of any other corporation or other entity other than another Loan Party. 
 (f)
Subordinate any debts or obligations owed to that Loan Party by any third party to any other debts owed by such third party to any other Person. 
 (g) Engage in any interest rate swaps, caps, or similar activities, or any hedging activities, other than in the ordinary course and conduct of that Loan Party’s business and then only with a
Revolving Credit Lender or any Affiliate of a Revolving Credit Lender. 
 4.21. PERMITTED
ACQUISITIONS. The Loan Parties may make Permitted Acquisitions without the consent of the Agent or the Revolving Credit Lenders; provided that: 

(a) Not less than fifteen (15) days prior written notice (with reasonable particularity as to the facts and circumstances in respect
of which such notice is being given) of such Permitted Acquisition is given to the Administrative Agent. 
 (b) The Loan Parties
are in compliance with the Payment Conditions. 
 (c) With respect, to and in the event of any Permitted Acquisition which
consists of, or results in the creation of, a Subsidiary, the Administrative Agent shall be provided with such Subsidiary’s Guarantor Agreement (in form and substance satisfactory to the Administrative Agent), which Guarantor Agreement shall be
secured by first perfected security interests and liens on substantially all of the assets of such Subsidiary, subject to the same limitations set forth in Section 8.1 hereof and subject to Permitted Encumbrances. 

(d) The Agent and the Revolving Credit Lenders shall have no obligation to include any Inventory acquired in such Permitted Acquisition
(or Inventory of a similar type and nature acquired after the Permitted Acquisition) as Eligible Inventory unless the Agent (i)

  
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has a first priority perfected security interest in such Inventory, (ii) has completed or received an appraisal of such Inventory from appraisers satisfactory to the Agent and such other due
diligence as the Agent may require, all of the results of the foregoing to be reasonably satisfactory to the Agent, (iii) has established applicable advance rates and Reserves in connection therewith, and (iv) has otherwise determined in
its reasonable discretion that such Inventory is eligible to be included in the Borrowing Base. 
 4.22.
LOANS. The Loan Parties shall not make any loans to, nor acquire the Indebtedness of, any Person; provided, however, the foregoing does not prohibit any of the following: 

(a) Subject to such conditions respectively as apply thereto, the making of Permitted Investments. 

(b) Advance payments made to a Loan Party’s suppliers in the ordinary course. 

(c) Advances to a Loan Party’s officers, employees, and salespersons with respect to reasonable expenses to be incurred by such
officers, employees, and salespersons for the benefit of a Loan Party, which expenses are properly substantiated by the person seeking such advance and properly reimbursable by a Loan Party. 

(d) Loans to a Loan Party’s officers and employees not exceeding $400,000 in the aggregate at any one time outstanding, provided
that each such loan is for a term of not more than 90 days from the date on which it is made and is paid within such 90-day period; provided that, all amounts due on account of loans permitted under this clause (d) shall
constitute Collateral and shall be pledged to the Collateral Agent for the benefit of the Revolving Credit Lenders. 
 (e)
Advances to contractors for the construction or renovation of stores, buildings or improvements for use in the business of a Loan Party. 
 (f) Loans made by the Borrowers to the Guarantors to finance the purchases by the Guarantors of Inventory pursuant to the Amended and Restated Inventory Purchase Agreement and to permit the Guarantors to
pay ordinary course operating expenses (including, without limitation, rent, utilities and taxes) so long as, in each case, such intercompany loans shall be evidenced by, and subject to, such documentation (including, without limitation, notes and
pledge agreements) as the Collateral Agent may require. 
 (g) Loans made by the Loan Parties to Subsidiaries that are not Loan
Parties to finance the purchase by such Subsidiaries of Inventory and to permit such Subsidiaries to pay ordinary course operating expenses (including, without limitation, rent, utilities and taxes) so long as, in each case, such intercompany loans
shall be evidenced by, and subject to, such documentation (including, without limitation, notes and pledge agreements) as the Collateral Agent may require; provided that (A) such intercompany loans may only be made following the
Closing Date to the extent that the principal amount of such intercompany loans, together with 

  
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Investments permitted pursuant to Section 4.20(c)(v), shall not exceed $10,000,000.00 in the aggregate from and after the Closing Date, and (B) in the event that the aggregate
principal amount of such intercompany loans, together with Investments permitted pursuant to Section 4.20(c)(v), exceeds $5,000,000.00, the Payment Conditions shall have been satisfied. 

4.23. RESTRICTIONS ON SALE OF COLLATERAL;
LICENSE AGREEMENTS. To the Loan Parties’ knowledge, the Loan Parties are not, and shall not become, party to any agreement or understanding which limits, impairs, or otherwise restricts the
ability of the Collateral Agent to freely sell and dispose of any of the Collateral (including, without limitation, any repurchase agreements, rights of first refusal or other agreements which limit or condition the time, manner, place or price for
the sale or disposition of the Collateral). The Loan Parties shall not effect or permit any material change or amendment to the terms of such License Agreements which would impose further restrictions to the Collateral Agent’s disposition of
the Collateral or would shorten the term of such License Agreements. 
 4.24. PROTECTION OF
ASSETS. The Administrative Agent, in the Administrative Agent’s reasonable discretion, from time to time, may discharge any tax or Encumbrance on any of the Collateral, or take any other action which the
Administrative Agent may deem necessary or desirable to repair, insure, maintain, preserve, collect, or realize upon any of the Collateral. The Administrative Agent shall not have any obligation to undertake any of the foregoing and shall have no
liability on account of any action so undertaken except where there is a specific finding in a judicial proceeding (in which the Administrative Agent has had an opportunity to be heard), from which finding no further appeal is available, that the
Administrative Agent had acted in actual bad faith or in a grossly negligent manner. The Loan Parties shall pay to the Administrative Agent, on demand, or the Administrative Agent, in its discretion, may add to the Loan Account, all amounts paid or
incurred by the Administrative Agent pursuant to this Section 4.24. 
 4.25. LINE
OF BUSINESS. 
 (a) Except as provided in Sections 4.20, 4.23 and
4.25(c), no Loan Party shall engage in any business other than the business in which it is currently engaged or plans to be engaged, as reflected in the Business Plan, or a business reasonably related thereto (the conduct of which reasonably
related business is reflected in the Business Plan); provided that the foregoing shall not prohibit the expansion or contraction of a Loan Party’s business so long as the Loan Parties are still engaged solely in the retail sale of
apparel, footwear and related accessories and other activities, ancillary, incidental or necessary thereto, and such expansion or contraction is otherwise permitted under other Sections of this Agreement. 

(b) The Loan Parties, with the prior written notice to the Administrative Agent in each instance, may license the use of up to 5% of the
selling space of any Store (measured in terms of square feet) for the operation of certain departments of their Stores by third parties. 

  
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 (c) The Loan Parties, with the prior written consent of the Administrative Agent (as to
which, see Section 4.25(c)(i)), may (x) license the use of more than 5% of the selling space of any Store (measured in terms of square feet) for the operation of certain departments by third parties and (y) franchise to
others the right to operate comparable Stores, it being understood that: 
 (i) The Administrative
Agent’s determination to consent to the Loan Parties’ activities described in Section 4.25(c) may be conditioned on the Administrative Agent’s being satisfied that the secured position of the Collateral Agent, and the
Agents’ Rights and Remedies, would not be adversely affected by such restructuring and that such restructuring does not place any material additional administrative burdens on the Agents. 

(ii) The Administrative Agent may provide such consent pursuant to this Section 4.25(c) on its own authority
and without obtaining the Consent of the Majority Revolving Credit Lenders. 
 (iii) The Administrative Agent may
condition its providing of such consent pursuant to this Section 4.25(c) on the Consent of the Majority Revolving Credit Lenders. 
 4.26. AFFILIATE TRANSACTIONS. No Loan Party shall make any payment, nor give any value, to any Affiliate except for: 

(a) Goods and services actually purchased by that Loan Party from, or sold by that Loan Party to, such Affiliate for a price and on terms
which shall 
 (i) be competitive and fully deductible as an “ordinary and necessary business expense”
and/or fully depreciable under the Internal Revenue Code of 1986 and the Treasury Regulations, each as amended; and 
 (ii) be no less favorable to that Loan Party than those which would have been charged and imposed in an arms’ length transaction. 

(b) Dividends, investments and other transactions expressly permitted pursuant to Section 4.20. 

4.27. FURTHER ASSURANCES. 
 (a) No Loan Party is the owner of, nor has it any interest in, any property or asset which, immediately upon the satisfaction of the conditions precedent to the effectiveness of the credit facility
contemplated hereby (Article 4) and the proper filing of Uniform Commercial Code Financing Statements and delivery of any Collateral in which a security interest must be perfected by possession, will not be subject to a perfected Collateral
Interest in favor of the Collateral Agent (subject only to Permitted Encumbrances) to secure the Liabilities. 

  
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 (b) Except as otherwise permitted by this Agreement, no Loan Party will hereafter acquire
any asset or any interest in property which is not, immediately upon such acquisition, subject to such a perfected Collateral Interest in favor of the Collateral Agent to secure the Liabilities (subject only to Permitted Encumbrances). 

(c) Each Loan Party shall execute and deliver to the Administrative Agent such instruments, documents, and papers, and shall do all such
things from time to time hereafter as the Administrative Agent reasonably may request, to carry into effect the provisions and intent of this Agreement; to protect and perfect the Collateral Agent’s Collateral Interests in the Collateral; and
to comply with all applicable statutes and laws, and facilitate the collection of the Receivables Collateral. Each Loan Party shall execute all such instruments as may be required by the Administrative Agent with respect to the recordation and/or
perfection of the Collateral Interests created or contemplated herein. 
 (d) Each Loan Party hereby designates the Collateral
Agent as and for that Loan Party’s true and lawful attorney, with full power of substitution, to sign and file any financing statements in order to perfect or protect the Collateral Agent’s Collateral Interests in the Collateral.

 (e) This Agreement constitutes an authenticated record which authorizes the Collateral Agent to file such financing
statements as the Collateral Agent determines as appropriate to perfect or protect the Agent’s Collateral Interests created hereby. 
 (f) A carbon, photographic, or other reproduction of this Agreement or of any financing statement or other instrument executed pursuant to this Section 4.27 shall be sufficient for filing to
perfect the security interests granted herein. 
 4.28. ADEQUACY OF
DISCLOSURE. 
 (a) All financial statements furnished to each Agent and each Revolving Credit Lender by each
Loan Party have been prepared in accordance with GAAP consistently applied and present fairly the condition of the Loan Parties at the date(s) thereof and the results of operations and cash flows for the period(s) covered; provided,
however, that unaudited financial statements are subject to normal year-end adjustments and to the absence of footnotes. There has been no change in the Consolidated financial condition, results of operations, or cash flows of the Loan
Parties since the date(s) of the most recent financial statements delivered to the Administrative Agent, as supplemented by the Business Plan, other than changes in the ordinary course of business, which changes have not been materially adverse,
either singularly or in the aggregate. 
 (b) Except as set forth on EXHIBIT 4.28(b), annexed hereto, no Loan Party has
any contingent obligations or obligation under any Lease or Capital Lease which is not 

  
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noted in the Loan Parties’ Consolidated financial statements furnished to each Agent and each Revolving Credit Lender prior to the execution of this Agreement other than obligations which
are entered into in the ordinary course of business since the date of such financial statement. 
 (c) No document, instrument,
agreement, or paper now or hereafter given to any Agent and any Revolving Credit Lender by or on behalf of each Loan Party or any guarantor of the Liabilities in connection with the execution of this Agreement by each Agent and each Revolving Credit
Lender (except for any projections provided by or on behalf of any Loan Party) contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein not
misleading. 
 4.29. NO RESTRICTIONS ON LIABILITIES. No Loan
Party shall enter into or directly or indirectly become subject to any agreement which prohibits or restricts, in any manner, any Loan Party’s: 
 (a) Creation of, and granting of Collateral Interests in favor of the Collateral Agent. 
 (b) Incurrence of Liabilities. 
 4.30. OTHER
COVENANTS. No Loan Party shall indirectly do or cause to be done any act which, if done directly by that Loan Party, would breach any covenant contained in this Agreement. 

4.31. INVENTORY PURCHASING. Any Person which at any time becomes a Loan Party shall become party to,
and shall at all times comply with the terms and conditions set forth in, the Inventory Purchase Agreement including, without limitation, the obligation of each Loan Party (other than CMRG Apparel) to purchase of all of its Inventory exclusively
from CMRG Apparel; provided, however, RBT may directly purchase de minimis amounts of Inventory for its own account. The Inventory Purchase Agreement may not be amended, modified or supplemented, except for the addition of Loan
Parties, or terminated without the prior written consent of the Administrative Agent. 
 4.32. SOLVENCY.
After giving effect to the transactions contemplated hereby, the Borrowers’ Representative and its Subsidiaries taken as a whole, and each Borrower, is Solvent. 
 4.33. PATRIOT ACT. Each Loan Party is in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Revolving Credit Loans will be used
by the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 

  
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 4.34. FOREIGN ASSETS CONTROL
REGULATIONS. Neither the advance of the Revolving Credit Loans nor the use of the proceeds thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy
Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive
order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to, (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001) (the “Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public
Law 107-56)). Furthermore, none of the Borrowers or their Affiliates (a) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or
(b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person” or in any manner violative of any such order. 
 ARTICLE 5 - FINANCIAL REPORTING AND PERFORMANCE COVENANTS: 

5.1. MAINTAIN RECORDS. The Loan Parties shall: 

(a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’
financial transactions, all in accordance with GAAP applied consistently with prior periods to fairly reflect the Consolidated financial condition of the Loan Parties at the close of, and its results of operations for, the periods in question.

 (b) Timely provide the Administrative Agent with those financial reports, statements, and schedules required by this Article
5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP applied consistently with prior periods to fairly reflect the Consolidated financial condition of the Loan Parties
at the close of, and the results of operations for, the period(s) covered therein. 
 (c) At all times, keep accurate current
records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling
prices thereof. 
 (d) At all times, retain Ernst & Young, LLP or such other independent certified public accountants
who are reasonably satisfactory to the Administrative Agent and instruct such accountants to fully cooperate with, and be available to, the Administrative Agent to discuss the Loan Parties’ financial performance, financial condition, operating
results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Administrative Agent. 

  
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 (e) Not change any Loan Party’s Fiscal year. 

5.2. ACCESS TO RECORDS. 

(a) Each Loan Party shall accord the Administrative Agent with reasonable access on reasonable notice during customary business hours
from time to time as the Administrative Agent reasonably may require to all properties owned by or over which any Loan Party has control. The Administrative Agent shall have the right during customary business hours on reasonable notice, and each
Loan Party will permit the Administrative Agent from time to time as Administrative Agent reasonably may request, to examine, inspect, copy, and make extracts from any and all of the Loan Parties’ books, records, electronically stored data,
papers, and files. Each Loan Party shall make all of that Loan Party’s copying facilities available to the Administrative Agent. 
 (b) Each Loan Party hereby authorizes the Administrative Agent during customary business hours on reasonable notice to: 

(i) Inspect, copy, duplicate, review, cause to be reduced to hard copy, run off, draw off, and otherwise use any and all
computer or electronically stored information or data which relates to any Loan Party, or any service bureau, contractor, accountant, or other person, and directs any such service bureau, contractor, accountant, or other person fully to cooperate
with the Administrative Agent with respect thereto. 
 (ii) Verify at any time the Collateral or any portion
thereof, including verification with Account Debtors, and/or with each Loan Party’s computer billing companies, collection agencies, and accountants and to sign the name of each Loan Party on any notice to each Loan Party’s Account Debtors
or verification of the Collateral. 
 (c) The Borrowers’ Representative, on reasonable request from time to time from the
Administrative Agent, will make representatives of management available from time to time to discuss the Loan Parties’ operating results and other related matters with the Administrative Agent. 

(d) The Administrative Agent from time to time may designate one or more representatives to exercise the Administrative Agent’s
rights under this Section 5.2 as fully as if the Administrative Agent were doing so. 

  
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 5.3. PROMPT NOTICE TO
ADMINISTRATIVE AGENT. 
 (a) The Borrowers’ Representative shall provide the
Administrative Agent with written notice promptly upon its becoming aware of the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice
is being given: 
 (i) Any material adverse change in the business affairs of any Loan Party. 

(ii) Any change in the executive officers of any Loan Party. 

(iii) Any ceasing of the Loan Parties’ making of payments, in the ordinary course, to any of its creditors, on
account of obligations aggregating in excess of $1,000,000.00 (including the ceasing of the making of such payments on account of a dispute with the subject creditor). 

(iv) Any failure by a Loan Party to pay rent at (A) any leased distribution center at which such Loan Party maintains
Inventory, (B) ten percent (10%) or more of such Loan Party’s store locations or (C) any of such Loan Party’s locations if such failure continues for more than ten (10) days following the day on which such rent first
came due, except in the event that such rent is timely paid into a valid escrow account as a result of a bona fide dispute. 
 (v) Any Default. 
 (vi) Any intention on the part of a Loan Party
to discharge that Loan Party’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 5.1(d)). 

(vii) Any litigation which, if determined adversely to a Loan Party, would have a material adverse effect on the financial
condition of that Loan Party. 
 (b) The Borrowers’ Representative shall: 

(i) At the request of the Administrative Agent, provide the Administrative Agent with a copy of the results of any
physical or cycle count of a Loan Party’s Inventory. 
 (ii) Provide the Administrative Agent, when received
by any Loan Party, with a copy of any management letter or similar communications from any accountant of that Loan Party. 
 (iii) Provide the Administrative Agent with copies of all filings by each Loan Party with the Securities and Exchange Commission, when so filed, and when received, copies of all correspondence from the
SEC, other than routine non-substantive general communications from the SEC. 

  
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 (iv) Provide the Administrative Agent with written notice of any intended
bulk sale, liquidation, or other disposition of assets of any Loan Party at least ten (10) Business Days prior to the consummation of such sale or disposition, or commencement of such liquidation and a detailed summary of the net proceeds
expected to be received therefrom; provided that nothing in this Section is intended to be, or shall be deemed to be, a waiver of any restriction on such disposition of assets set forth elsewhere in this Agreement, including, without
limitation, Section 4.14. 
 (v) Provide the Administrative Agent, when so distributed, with copies
of any materials distributed to the shareholders of Casual Male and each of the other Loan Parties (qua such shareholders). 
 5.4. BORROWING BASE CERTIFICATE. The Borrowers’ Representative shall provide the Administrative Agent on the fourth Business Day of each Fiscal
Month as of the close of business the last day of the immediately preceding month, with a Borrowing Base Certificate; provided that, upon the occurrence and during the continuance of an Accelerated Borrowing Base Delivery Event, at the
election of the Administrative Agent, such Borrowing Base Certificate shall be delivered weekly on Thursday of each week as of the close of business for the immediately preceding week. Such Certificate may be sent to the Administrative Agent by
facsimile transmission or by electronic mail, provided that the original thereof is forwarded to the Administrative Agent on the date of such transmission. 
 5.5. MONTHLY REPORTS. Monthly, within thirty (30) days following the end of each Fiscal month of the Loan Parties, the Borrowers’ Representative shall
provide the Administrative Agent with the following: 
 (a) A management prepared Consolidated financial statement of the Loan
Parties for the subject month and for the period from the beginning of the Loan Parties’ then current Fiscal year through the end of the subject month, with comparative information for the same period of the previous Fiscal year and to the
Business Plan or updated forecast, which statement shall include, at a minimum, a balance sheet, income statement, and cash flows. 
 (b) The Compliance Certificate described in Section 5.8. 
 5.6.
QUARTERLY REPORTS. Quarterly, within fifty (50) days following the end of each Fiscal quarter of the Loan Parties, the Borrowers’ Representative shall provide the Administrative Agent with the following:

 (a) A management prepared Consolidated financial statement of the Loan Parties for the subject quarter and for the period
from the beginning of the Loan Parties’ then current Fiscal year through the end of the subject quarter, with comparative information for the same period of the previous Fiscal year and to the Business Plan or updated forecast, which statement
shall include, at a minimum, a balance sheet, income statement, and cash flows. 

  
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 (b) The Compliance Certificate described in Section 5.8. 

5.7. ANNUAL REPORTS. 
 (a) Annually within ninety-five (95) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with the following:

 (i) The Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which
statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall
include, at a minimum (with comparative information for the then prior Fiscal year), a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows. 

(ii) The following Consolidated financial statements for the Loan Parties for the prior Fiscal year (each prepared by the
Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow. 
 (b) Each annual financial statement shall be accompanied by such accountant’s certificate certifying such annual financial statement. 

(c) Annually within thirty (30) days following the end of each of the Loan Parties’ Fiscal years, the Borrowers’
Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly
basis for the following twelve (12) month period. 
 (d) Documents required to be delivered pursuant to this
Section 5.7 and Sections 5.5 and 5.6 (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 Borrowers’ Representative posts such documents, or provides a link thereto, on the Borrowers’ Representative’s website on the Internet at the website address from time to time provided by the
Borrowers’ Representative to the Administrative Agent; or (ii) on which such documents are posted on the Borrowers’ Representative’s behalf on an Internet or intranet website, if any, to which each Revolving Credit Lender and the
Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers’ Representative shall deliver paper copies of such documents to
the Administrative Agent or any 

  
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Revolving Credit Lender that requests the Borrowers’ Representative to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent
or such Revolving Credit Lender and (ii) the Borrowers’ Representative shall notify the Administrative Agent and each Revolving Credit Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Revolving Credit Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

 5.8. COMPLIANCE CERTIFICATES. The Borrowers’ Representative shall cause the
Borrowers’ Representative’s Chief Executive Officer, its President or its Chief Financial Officer of the Borrowers’ Representative, in each instance, to provide such Person’s certificate, in the form annexed hereto as EXHIBIT
5.8 (each such certificate, a “Compliance Certificate”), with those monthly, quarterly, and annual statements to be furnished pursuant to this Agreement, which Compliance Certificate shall: 

(a) Indicate that the subject financial statement was prepared in accordance with GAAP consistently applied and presents fairly the
Consolidated financial condition of the Loan Parties at the close of, and the results of the Loan Parties’ operations and cash flows for, the period(s) covered thereby, subject, however to the following: 

(i) Usual year-end adjustments (this exception shall not be included in the Compliance Certificate which accompanies the
Loan Parties’ annual financial statement). 
 (ii) Material Accounting Changes. 

(b) Indicate either that (i) no Default has occurred and is continuing, or (ii) if a Default has occurred and is continuing, its
nature (in reasonable detail) and the steps (if any) being taken or contemplated by the Loan Parties to be taken on account thereof. 
 5.9. INVENTORIES, APPRAISALS, AND AUDITS. 
 (a) The Administrative Agent may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one
(1) physical inventory per Store and one (1) cycle count per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories or cycle counts by or of the Loan Parties;
provided, however, the Administrative Agent may do so if a Default has occurred and is continuing. 

(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent
with a copy of the preliminary 

  
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results of each such physical inventory and cycle count (as well as of any other physical inventory or cycle count undertaken by any Loan Party) within ten (10) days following the completion
of such physical inventory and such cycle count. 
 (ii) The Borrowers’ Representative, within thirty
(30) days following the completion of such physical inventory and such cycle count, shall provide the Administrative Agent with a reconciliation of the results of each such physical inventory and cycle count (as well as of any other physical
inventory or cycle count undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records. 

(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional
physical inventories and cycle counts to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties). 
 (b) The Administrative Agent may obtain appraisals of the Collateral conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent shall be
entitled to obtain one (1) appraisal (at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, conducted by such appraisers as are satisfactory to
the Administrative Agent; provided that, if Excess Availability at any time is less than fifty percent (50%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to two
(2) appraisals of the Loan Parties’ Inventory in the following twelve (12) month period at the Loan Parties’ expense; provided further that, if Excess Availability at any time is less than fifteen percent
(15%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to three (3) appraisals of the Loan Parties’ Inventory in the following twelve (12) month period at the Loan
Parties’ expense. In addition, the Administrative Agent may obtain additional appraisals at its own expense; provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional
appraisals to be undertaken at the Loan Parties’ expense. 
 (c) The Administrative Agent may obtain commercial finance
audits of the Loan Parties’ books and records, conducted by such examiners as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent shall be entitled to conduct one (1) commercial finance audit (at
the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect, conducted by such examiners as are satisfactory to the Administrative Agent;
provided that, if Excess Availability at any time is less than fifty percent (50%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to two (2) commercial finance
audits of the Loan Parties’ books and records in the following twelve (12) month period at the Loan Parties’ expense; provided further that, if Excess Availability at any time is less than fifteen percent (15%) of
the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to three (3) commercial finance audits of the Loan Parties’ books and records in the following twelve (12) month period at
the Loan Parties’ expense. In addition, the Administrative Agent may obtain 

  
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additional commercial finance audits at its own expense; provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional commercial
finance audits to be undertaken at the Loan Parties’ expense. 
 5.10. ADDITIONAL
FINANCIAL INFORMATION. 
 (a) In addition to all other information required to be provided
pursuant to this Article 5, the Borrowers’ Representative promptly shall provide the Administrative Agent with such other and additional information concerning the Loan Parties (and any guarantor of the Liabilities), the Collateral, the
operation of the Loan Parties’ business, and the Loan Parties’ financial condition, including original counterparts of financial reports and statements, as the Administrative Agent reasonably may from time to time request, in its
reasonable discretion. 
 (b) Each Loan Party recognizes that all appraisals, inventories, analyses, financial information, and
other materials which the Administrative Agent may obtain, develop, or receive with respect to the Loan Parties are confidential to the Administrative Agent and that, except with the consent of the Administrative Agent, no Loan Party is entitled to
receipt of any of such appraisals, inventories, analyses, financial information, and other materials, nor copies or extracts thereof or therefrom. 
 5.11. EXCESS AVAILABILITY COVENANT. The Loan Parties shall maintain Excess Availability at all times of not less than the greater of (a) ten
percent (10%) of the Loan Cap or (b) $5,000,000.00. 
 ARTICLE 6 - USE OF COLLATERAL:

 6.1. USE OF INVENTORY COLLATERAL. 

(a) No Loan Party shall engage in any of the following with respect to its Inventory: 

(i) Any sale other than for fair consideration in the conduct of the Loan Parties’ business in the ordinary course.

 (ii) Sales or other dispositions to creditors. 

(iii) Sales or other dispositions in bulk, except for Permitted Asset Dispositions. 

(iv) Sales of any Collateral in breach of any provision of this Agreement. 

(b) No sale of Inventory shall be on consignment, approval, or under any other circumstances such that, with the exception of the Loan
Parties’ customary return policy applicable to the return of Inventory purchased by the Loan Parties’ retail customers in the ordinary course, such Inventory may be returned to a Loan Party without the consent of the


  
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Administrative Agent, unless, in the case of Inventory consigned by a Loan Party to another Person, (i) such Loan Party has filed against the third party consignee a UCC financing statement
or such other registration (which UCC financing statement or other registration shall be assigned to the Collateral Agent) as the Administrative Agent may reasonably determine to be necessary to perfect and protect its security interest in such
consigned Inventory, and (ii) as to which such Loan Party has delivered to each secured party of the third party consignee (if any) notice of such Loan Party’s interest in such Inventory to the extent required pursuant to the UCC or other
Applicable Law. 
 6.2. INVENTORY QUALITY. All Inventory now owned or hereafter acquired by
a Loan Party is and will be of good and merchantable quality and free from defects (other than defects within customary trade tolerances), other than Inventory owned or acquired for outlet stores, which in the ordinary course sell
manufacturer’s overruns, discontinued lines, and irregulars. 
 6.3. ADJUSTMENTS AND
ALLOWANCES. Each Loan Party may grant such allowances or other adjustments to that Loan Party’s Account Debtors (exclusive of extending the time for payment of any material Account or Account Receivable, which shall not be
done without first obtaining the Administrative Agent’s prior written consent in each instance) as that Loan Party may reasonably deem to accord with sound business practice, provided, however, at any time that a Default has occurred and
is continuing, the authority granted the Loan Parties pursuant to this Section 6.3 may be limited or terminated by the Administrative Agent at any time in the Administrative Agent’s reasonable discretion. 

ARTICLE 7 - CASH MANAGEMENT. PAYMENT OF LIABILITIES: 

7.1. DEPOSITORY ACCOUNTS. 
 (a) Annexed hereto as EXHIBIT 7.1 is a schedule of all present DDA’s, which schedule includes, with respect to each depository: (i) the name and address of that depository; (ii) the
account number(s) of the account(s) maintained with such depository; and (iii) a contact person at such depository. 
 (b)
The Borrowers’ Representative shall deliver to the Administrative Agent, as a condition to the effectiveness of this Agreement, a Blocked Account Agreement with each Blocked Account Bank. 

(c) No Loan Party will establish any deposit account other than an Exempt DDA, unless the Borrowers’ Representative provides the
Administrative Agent with notice thereof and, if required pursuant to the terms of this Agreement, a Blocked Account Agreement. 

  
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 7.2. CREDIT CARD RECEIPTS. 

(a) Annexed hereto as EXHIBIT 7.2 is a schedule which describes all arrangements to which each Loan Party is a party with respect
to the payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party. 
 (b) The
Borrowers’ Representative shall deliver to the Administrative Agent, as a condition to the effectiveness of this Agreement, notification, executed on behalf of the relevant Loan Party, to each of such Loan Party’s credit card
clearinghouses and processors (in form satisfactory to the Administrative Agent), which notice provides that payment of all credit card charges submitted by any Loan Party to that clearinghouse or processor and any other amount payable to any Loan
Party by such clearinghouse or processor shall be directed to (i) a Blocked Account or (ii) after the occurrence and during the continuance of a Cash Dominion Event, the Administrative Agent’s Account or as otherwise designated from
time to time by the Administrative Agent. No Loan Party shall change such direction or designation except upon and with the prior written consent of the Administrative Agent. 
 7.3. THE ADMINISTRATIVE AGENT’S, BLOCKED, AND OPERATING ACCOUNTS.

 (a) The following checking accounts have been or will be established (and are so referred to herein): 

(i) The “Administrative Agent’s Account” (so referred to herein): Established by the
Administrative Agent with Bank of America. 
 (ii) The “Blocked Accounts” (so referred to
herein): The deposit accounts from time to time established by any Loan Party with a Blocked Account Bank in respect of which the Agent has required a Blocked Account Agreement pursuant to the terms of this Agreement. 

(iii) The “Operating Account” (so referred to herein): Established by the Borrowers’ Representative
with Bank of America. 
 (b) The contents of each DDA and of the Blocked Accounts constitutes Collateral and Proceeds of
Collateral. The contents of the Administrative Agent’s Account constitutes the Administrative Agent’s property. 
 (c)
The Loan Parties shall pay all fees and charges of, and maintain such impressed balances as may be required by the depository in which any account is opened as required hereby (even if such account is opened by and/or is the property of the
Administrative Agent). 
 7.4. PROCEEDS AND COLLECTIONS. 

(a) All Receipts and all other cash proceeds of any sale or other disposition of any of each Loan Party’s assets: 

(i) Constitute Collateral and proceeds of Collateral. 

  
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 (ii) Shall be held in trust by the Loan Parties for the Administrative
Agent. 
 (iii) Shall not be commingled with any of any Loan Party’s other funds. 

(iv) Shall be deposited in a DDA or a Blocked Account and, after the occurrence and during the continuance of a Cash
Dominion Event, shall be transferred only to a Blocked Account and/or the Administrative Agent’s Account. 
 (b) The
Borrowers’ Representative shall cause by ACH or wire transfer to a Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account), the following: 

(i) The entire contents (net of any minimum required balance not in any event to exceed $2500) of each DDA (but excluding
any Exempt DDA). 
 (ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto.

 So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner
of disposition of funds in the Blocked Accounts. 
 (c) After the occurrence and during the continuance of a Cash Dominion
Event, the Borrowers’ Representative shall cause by ACH or wire transfer to the Administrative Agent’s Account, no less frequently than daily (and whether or not any Liabilities are then outstanding), of the entire ledger balance (net of
any minimum required balance not in any event to exceed $2500) of each Blocked Account. 
 (d) In the event that,
notwithstanding the provisions of this Section 7.4, any Loan Party receives or otherwise has dominion and control of any Receipts, or any other proceeds or collections of any Collateral, after the occurrence and during the continuance of
a Cash Dominion Event, such Receipts, proceeds, and collections shall be held in trust by that Loan Party for the Administrative Agent, shall not be commingled with any of that Loan Party’s other funds or deposited in any account of any Loan
Party and shall, not later than the Business Day after receipt thereof, be deposited into the Administrative Agent’s Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. 

7.5. PAYMENT OF LIABILITIES. 

(a) On each Business Day, the Administrative Agent shall apply the then collected balance of the Administrative Agent’s Account (net
of fees charged, and of such impressed balances as may be required by the bank at which the Administrative Agent’s Account is maintained) first, against the SwingLine Loans (if any), and, second, against the unpaid balance of the
Loan Account. For purposes of the calculation of interest on the unpaid principal balance of the Loan Account, such payment shall be deemed to have been made one (1) Business Day after such transfer, and further provided that
until the occurrence, and during 

  
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the continuance, of an Event of Default, unless the Borrower Representative otherwise instructs the Administrative Agent, the balance of the Administrative Agent’s Account shall not be
applied to any LIBOR Loans until the end of the applicable Interest Period therefor. 
 (b) The following rules shall apply to
deposits and payments under and pursuant to this Section 7.5: 
 (i) Funds shall be deemed to have
been deposited to the Administrative Agent’s Account on the Business Day on which deposited, provided that such deposit is delivered to the Administrative Agent by 2:00 PM on that Business Day. 

(ii) Funds paid to the Administrative Agent, other than by deposit to the Administrative Agent’s Account, shall be
deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is delivered to the Administrative Agent by 2:00 PM on that Business Day. 

(iii) If a deposit to the Administrative Agent’s Account (Section 7.5(b)(i)) or payment (Section
7.5(b)(ii)) is not delivered to the Administrative Agent until after 2:00 PM on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 AM on the then next Business Day. 

(iv) All deposits to the Administrative Agent’s Account and other payments to the Administrative Agent are subject to
clearance and collection. 
 (c) The Administrative Agent shall transfer to the Operating Account any surplus in the
Administrative Agent’s Account remaining after the application towards the Liabilities referred to in Section 7.5(a) above (less those amount which are to be netted out, as provided therein); provided, however, in the
event that 
 (i) a Default has occurred and is continuing; and 

(ii) one or more L/C’s are then outstanding; 
 then the Administrative Agent may establish a funded reserve of up to 103% of the aggregate of the Stated Amounts of such L/C’s. Such funded reserve shall either be (i) returned to the
Borrowers’ Representative at such time that no Default has occurred and is continuing or (ii) applied towards the Liabilities following Acceleration. 
 7.6. THE OPERATING ACCOUNT. Except as otherwise specifically provided in, or permitted by, this Agreement, all checks shall be drawn by the
Borrowers’ Representative upon, and other disbursements shall be made by the Borrowers’ Representative solely from, the Operating Account. 

  
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 ARTICLE 8 - GRANT OF SECURITY INTEREST:

 8.1. GRANT OF SECURITY INTEREST. To secure the
Borrowers’ prompt, punctual, and faithful performance of all and each of the Liabilities, each Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties as their interests may appear herein, a continuing security
interest in and to, and assigns to the Collateral Agent, for the benefit of the Secured Parties as their interests may appear herein the following, and each item thereof, whether now owned or now due, or in which that Borrower has an interest, or
hereafter acquired, arising, or to become due, or in which that Borrower obtains an interest, and all products, Proceeds, substitutions, and accessions of or to any of the following (all of which, together with any other property in which the
Collateral Agent may in the future be granted a security interest, is referred to herein as the “Collateral”; any of the following terms not defined in this Agreement shall have the meanings attributed thereto in the UCC):

 (a) All Accounts and accounts receivable. 
 (b) All Inventory. 
 (c) All General Intangibles. 

(d) All Equipment. 
 (e) All Goods. 
 (f) All Farm Products. 

(g) All Fixtures. 
 (h) All Chattel Paper. 
 (i) All Letter-of-Credit Rights. 

(j) All Payment Intangibles. 
 (k) All Supporting Obligations. 
 (l) All books, records, and information relating
to the Collateral and/or to the operation of each Borrower’s business, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained.

 (m) All Leasehold Interests. 
 (n) All Investment Property, Instruments, Documents, Deposit Accounts, money, policies and certificates of insurance, deposits, impressed accounts, compensating balances, cash, or other property.

 (o) Commercial Tort Claims 

  
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 (p) All insurance proceeds, refunds, and premium rebates, including, without limitation,
proceeds of fire and credit insurance, whether any of such proceeds, refunds, and premium rebates arise out of any of the foregoing (8.1(a) through 8.1(n)) or otherwise. 
 (q) All liens, guaranties, rights, remedies, and privileges pertaining to any of the foregoing (8.1(a) through 8.1(p)), including the right of stoppage in transit. 

Notwithstanding anything in this Agreement to the contrary, with respect to each item of Collateral constituting Equipment subject to a
Capital Lease, or constituting an agreement, license, permit or other instrument of a Borrower, such item shall be subject to the security interest created hereby only to the extent that the granting of such security interest, under the terms of
such Capital Lease, agreement, license, permit or other instrument, or as provided by law, does not cause any default under or termination of such Capital Lease, agreement, license, permit or other instrument or the loss of any material right of a
Borrower thereunder; provided, however, that in no event shall the foregoing be construed to exclude from the security interest created by this Agreement, proceeds or products of any such Capital Lease, agreement, license, permit or
other instrument of a Borrower or any accounts receivable or the right to payments due or to become due a Borrower under any such agreement or other instrument. 
 8.2. EXTENT AND DURATION OF SECURITY INTEREST; NOTICE. 

(a) The security interest created and granted herein is in addition to, and supplemental of, any security interest previously granted by
any Borrower to the Collateral Agent and shall continue in full force and effect applicable to all Liabilities until both (a) all Liabilities have been paid and/or satisfied in full and (b) the security interest created herein is
specifically terminated in writing by a duly authorized officer of the Collateral Agent. 
 (b) It is intended that the
Collateral Interests created herein extend to and cover all assets of each Borrower. 
 (c) If a Borrower shall at any time
acquire a Commercial Tort Claim, the Borrowers’ Representative shall promptly notify the Administrative Agent in writing of the details thereof and the Borrower shall take such actions as the Collateral Agent shall request in order to grant to
the Collateral Agent, for the benefit of the Revolving Credit Lenders as their interests may appear herein, a perfected and first priority security interest therein and in the Proceeds thereof. 

ARTICLE 9 - COLLATERAL AGENT AS ATTORNEY-IN-FACT:

 9.1. APPOINTMENT AS ATTORNEY-IN-FACT.
Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any of its officers or representatives) as that Borrower’s true and lawful attorney, with full power of substitution, following the occurrence of an
Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agents and the Secured Parties. The rights and powers granted the Collateral Agent by this appointment
include but are not limited to the right and power to: 
 (a) Prosecute, defend, compromise, or release any action relating to
the Collateral. 

  
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 (b) Sign change of address forms to change the address to which each Borrower’s mail is
to be sent to such address as the Collateral Agent shall designate; receive and open each Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the
Borrowers’ Representative or to any trustee in bankruptcy or receiver of the Borrowers’ Representative, or other legal representative of a Borrower whom the Collateral Agent determines to be the appropriate person to whom to so turn over
such mail. 
 (c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts,
notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading,
storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. 
 (d) Sign the name
of the relevant Borrower on any notice to that Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien,
claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts. 
 (e) Take all such
action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Borrower is a beneficiary. 
 (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower. 

(g) Use, license or transfer any or all General Intangibles of each Borrower. 

9.2. NO OBLIGATION TO ACT. The Collateral Agent shall not be obligated
to do any of the acts or to exercise any of the powers authorized by Section 9.1 herein, but if the Collateral Agent elects to do any such act or to exercise any of such powers, it shall not be accountable for more than it actually receives as
a result of such exercise of power, and shall not be responsible to any Borrower for any act or omission to act except for any act or omission to act as to which there is a final determination made in a judicial proceeding (in which proceeding the
Collateral Agent has had an opportunity to be heard) which determination includes a specific finding that the subject act or omission to act had been grossly negligent or in actual bad faith or constituted willful misconduct. 

  
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 ARTICLE 10 - EVENTS OF DEFAULT: 

The occurrence of any event described in this Article 10 respectively shall constitute an “Event of Default”
herein. 
 10.1. FAILURE TO PAY THE REVOLVING
CREDIT FACILITY. The failure by any Loan Party to pay when due any principal of, interest on, or fees in respect of, the Revolving Credit Facility. 

10.2. FAILURE TO MAKE OTHER PAYMENTS. The failure by
any Loan Party to pay within five (5) Business Days when due (or upon demand, if payable on demand) any payment Liability other than any payment liability on account of the principal of, or interest on, or fees in respect of, the Revolving
Credit Facility. 
 10.3. FAILURE TO PERFORM COVENANT
OR LIABILITY (NO GRACE PERIOD). The failure by any Loan Party to promptly, punctually, faithfully and timely perform, discharge, or comply with any covenant or Liability
not otherwise described in Section 10.1 or Section 10.2 hereof, and included in any of the following provisions hereof: 
  

			
	 Section
	  	 Relates to            :

	4.5	  	Location of Collateral
	4.7(a)	  	Title to Assets
	4.8	  	Indebtedness
	4.9	  	Insurance Policies
	4.20	  	Dividends, Investments and Other Entity Actions
	4.26	  	Affiliate Transactions
	4.27	  	Further Assurances
	5.11	  	Excess Availability Covenant
	6.1	  	Use of Inventory Collateral
	Article 7	  	Cash Management (except if the failure to comply is as a result of force majeure or through no fault of the Loan Parties)


10.4. FINANCIAL REPORTING REQUIREMENTS. The failure by any Loan Party to promptly,
punctually, faithfully and timely perform, discharge, or comply with the financial reporting requirements included in Article 5, subject, however, to the following limited number of grace periods applicable to certain of those requirements:

  

							
	 REPORT / STATEMENT
	  	REQUIRED
BY
SECTION	  	 GRACE PERIOD
	  	 NUMBER OF GRACE PERIODS

	 Borrowing Base Certificates
	  	5.4	  	One Business Day	  	Three per Fiscal Quarter
	 Monthly Reports (30 Days)
	  	5.5	  	Three Business Days	  	Three in any 12 months


  
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 10.5. FAILURE TO PERFORM
COVENANT OR LIABILITY (GRACE PERIOD). The failure by any Loan Party, within fifteen (15) days following the earlier of any Loan Party’s knowledge of a breach of
any covenant or Liability not described in any of Sections 10.1, 10.2, 10.3, or 10.4, or of the Borrowers’ Representative’s receipt of written notice from the Administrative Agent of the breach of any such
covenants or Liabilities. 
 10.6. MISREPRESENTATION. The determination by the Administrative Agent that
any representation or warranty at any time made by any Loan Party to any Agent or any Revolving Credit Lender was not true or complete in all material respects when given. 
 10.7. ACCELERATION OF OTHER DEBT; BREACH OF LEASE. The occurrence of any event such that any
Indebtedness of any Loan Party in excess of $5,000,000.00 to any creditor other than the Agent or any Revolving Credit Lender could be accelerated or, without the consent of a Loan Party, Leases with aggregate monthly rents of at least $1,000,000.00
could be terminated prior to the stated termination date thereof (whether or not the subject creditor or lessor takes any action on account of such occurrence). 
 10.8. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any breach or default under any agreement between the Agent or any Revolving
Credit Lender and any Loan Party or instrument or paper given the Agent or any Revolving Credit Lender by any Loan Party not constituting a Loan Document, whether such agreement, instrument, or paper now exists or hereafter arises, with respect to
Indebtedness in excess of $5,000,000.00 (notwithstanding that the Agent or the subject Revolving Credit Lender may not have exercised its rights upon default under any such other agreement, instrument or paper). 

10.9. UNINSURED CASUALTY LOSS. The occurrence of any uninsured loss, theft, damage,
or destruction of or to any material portion of the Collateral. 
 10.10. ATTACHMENT; JUDGMENT;
RESTRAINT OF BUSINESS. 
 (a) The service of process upon any Agent or any
Revolving Credit Lender or any Participant of a court order or order of any other applicable governmental authority attaching, by trustee, mesne, or other process, any funds of any Loan Party on deposit with, or assets of any Loan Party in the
possession of, that Agent or that Revolving Credit Lender or such Participant. 

  
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 (b) The entry of judgments against any Loan Party, to the extent not covered by insurance
(subject to a reasonable deductible) aggregating more than $750,000, which judgments are not satisfied (if a money judgment) or appealed from (with execution or similar process stayed) within thirty (30) days of entry. 

(c) The entry of any order or the imposition of any other process having the force of law, the effect of which is to restrain in any
material way the conduct by any Loan Party of its business in the ordinary course. 
 10.11. INDICTMENT -
FORFEITURE. The indictment of, or institution of any legal process or proceeding against, any Loan Party, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement
having the force of law where the relief, penalties, or remedies sought or available include the forfeiture of more than a de minimis part of the property of that Loan Party and/or the imposition of any stay or other order, the effect of
which could be to restrain in any material way the conduct by any Loan Party of its business in the ordinary course. 

10.12. CHALLENGE TO LOAN DOCUMENTS. 

(a) Any challenge by or on behalf of the Borrowers’ Representative, any Loan Party to the validity of any Loan Document or the
applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Document’s terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest created by or in any Loan Document or
any payment made pursuant thereto. 
 (b) Any determination by any court or any other judicial or government authority that any
Loan Document is not enforceable strictly in accordance with the subject Loan Document’s terms or which voids, avoids, limits, or otherwise adversely affects any security interest created by any Loan Document or any payment made pursuant
thereto. 
 10.13. CHANGE IN CONTROL. Any Change in Control. 

10.14. BUSINESS FAILURE. Any act by, against or relating to any Loan Party, or its property or
assets, which act constitutes the determination by any Loan Party to initiate or acquiesce to: a program of partial or total self-liquidation; an application for, consent to, or sufferance of the appointment of a receiver, trustee, or other person,
pursuant to court action or otherwise, with respect to all or any part of any Loan Party’s property; the granting of any trust mortgage or execution of an assignment for the benefit of the creditors of any Loan Party; any other voluntary or
involuntary liquidation or extension of debt agreement for any Loan Party; the offering by, or entering into by, any Loan Party of any composition, extension, or any other arrangement seeking relief from or extension of the debts of any Loan Party;
or the initiation of any judicial or non-judicial proceeding or agreement by, against, or including any Loan Party which seeks or intends to 

  
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accomplish a reorganization or arrangement with creditors; and/or the initiation by or on behalf of any Loan Party of the liquidation or winding up of all or any part of any Loan Party’s
business or operations. 
 10.15. BANKRUPTCY. The failure by any Loan Party to generally pay the debts of
that Loan Party as they mature; adjudication of bankruptcy or insolvency relative to any Loan Party; the entry of an order for relief or similar order with respect to any Loan Party in any proceeding pursuant to the Bankruptcy Code or any other
federal bankruptcy law; the filing of any complaint, application, or petition by any Loan Party initiating any matter in which any Loan Party is or may be granted any relief from the debts of that Loan Party pursuant to the Bankruptcy Code or any
other insolvency statute or procedure; the filing of any complaint, application, or petition against any Loan Party initiating any matter in which that Loan Party is or may be granted any relief from the debts of that Loan Party pursuant to the
Bankruptcy Code or any other insolvency statute or procedure, which complaint, application, or petition is not timely contested in good faith by that Loan Party by appropriate proceedings or, if so contested, is not dismissed within ninety
(90) days of when filed. 
 10.16. TERMINATION OF BUSINESS. Unless
subject to the prior written consent of the Agent, the determination of the Loan Parties, whether by vote of the Loan Parties’ board of directors or otherwise to: suspend the operation of the Loan Parties’ business in the ordinary course,
liquidate all or a material portion of the Loan Parties’ assets or Stores, or employ an agent or other third party to conduct any so-called store closing, store liquidation or “Going-Out-Of-Business” sales (other than in connection
with a Permitted Asset Disposition). 
 10.17. PAYMENT OF OTHER
INDEBTEDNESS. The Loan Parties shall prepay or discharge any Indebtedness prior to its maturity date except as expressly permitted hereunder. 
 10.18. DEFAULT BY GUARANTOR; TERMINATION OF GUARANTY. The occurrence of any Guarantor Default and/or the
termination or attempted termination of any Guaranty Agreement by any Person. 
 10.19. MATERIAL
ADVERSE CHANGE. An event shall have occurred or failed to occur, which occurrence or failure is or could have a materially adverse effect upon the financial condition of Casual Male and its Subsidiaries when
compared with such financial condition as of July 31, 2010. 

  
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 ARTICLE 11 - RIGHTS AND REMEDIES UPON
DEFAULT: 
 11.1. ACCELERATION. Upon the occurrence of any Event of Default, the
Administrative Agent may (and on the issuance of Acceleration Notice(s) requisite to the causing of Acceleration, the Administrative Agent shall) declare all Indebtedness of the Loan Parties to the Revolving Credit Lenders to be immediately due and
payable and may exercise all of the Administrative Agent’s Rights and Remedies (and the Collateral Agent may likewise exercise all of its rights and remedies upon default) as the Administrative Agent from time to time thereafter determines as
appropriate. 
 11.2. RIGHTS OF ENFORCEMENT. The Collateral Agent shall have
all of the rights and remedies of a secured party upon default under the UCC, in addition to which the Collateral Agent shall have all and each of the following rights and remedies: 

(a) To give notice to any bank at which any DDA or Blocked Account is maintained and in which Proceeds of Collateral are deposited, to
turn over such Proceeds directly to the Collateral Agent. 
 (b) To give notice to any customs broker of any of the Loan Parties
to follow the instructions of the Collateral Agent as provided in any written agreement or undertaking of such broker in favor of the Collateral Agent. 
 (c) To collect the Receivables Collateral with or without the taking of possession of any of the Collateral. 
 (d) To take possession of all or any portion of the Collateral. 
 (e) To sell,
lease, or otherwise dispose of any or all of the Collateral, in its then condition or following such preparation or processing as the Collateral Agent deems advisable and with or without the taking of possession of any of the Collateral. 

(f) Subject to the terms of store leases and provisions of applicable law, to conduct one or more going out of business sales which
include the sale or other disposition of the Collateral. 
 (g) To apply the Receivables Collateral or the Proceeds of the
Collateral towards (but not necessarily in complete satisfaction of) the Liabilities. 
 (h) To exercise all or any of the
rights, remedies, powers, privileges, and discretions under all or any of the Loan Documents. 
 11.3. SALE
OF COLLATERAL. 
 (a) Any sale or other disposition of the Collateral may be at public or
private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’s disposition of the Collateral.


  
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 (b) The Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies
upon default, may, subject to the terms of store leases and provisions of applicable law, conduct, or may require the Loan Parties to conduct, one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents
and contractors. Subject to the terms of store leases such sale(s) may be conducted upon any premises owned, leased, or occupied by any Loan Party. Subject to applicable law, the Collateral Agent and any such agent or contractor, in conjunction with
any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). The Borrowers shall have no responsibility or liability for any such augmented
inventory. Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and reasonable expenses incurred in their disposition) shall be the sole property of the Collateral
Agent or such agent or contractor and neither any Loan Party nor any Person claiming under or in right of any Loan Party shall have any interest therein. The proceeds of any such going out of business sale which is conducted by a Loan Party at the
request of the Collateral Agent shall be first applied to the direct costs of such sale. 
 (c) Unless the Collateral is
perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Borrowers’ Representative such notice as may be practicable under the
circumstances), the Collateral Agent shall give the Borrowers’ Representative at least ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other
disposition of the Collateral may be made. Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the
Collateral Agent’s rights and remedies upon default. 
 (d) The Collateral Agent, the Administrative Agent, and any
Revolving Credit Lender may purchase the Collateral, or any portion of it at any sale held under this Article. 
 (e) If any of
the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent.

 (f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of the exercise by the Collateral Agent of
its rights and remedies under this Article 11. The Administrative Agent shall apply the proceeds of the Collateral Agent’s exercise of its rights and remedies upon default pursuant to this Article 11 in accordance with Sections
13.5 and 13.6. 
 11.4. OCCUPATION OF BUSINESS
LOCATION. In connection with the Collateral Agent’s exercise of the Collateral Agent’s rights under this Article 11, the Collateral Agent may enter upon, occupy, and use any premises owned or occupied by each Loan
Party, and may exclude each Loan Party from such premises or portion 

  
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thereof as may have been so entered upon, occupied, or used by the Collateral Agent. The Collateral Agent shall not be required to remove any of the Collateral from any such premises upon the
Collateral Agent’s taking possession thereof, and may render any Collateral unusable to the Loan Parties. In no event shall the Collateral Agent be liable to any Loan Party for use or occupancy by the Collateral Agent of any premises pursuant
to this Article 11 nor for any charge (such as wages for any Loan Party’s employees and utilities) incurred in connection with the Collateral Agent’s exercise of the Collateral Agent’s Rights and Remedies. 

11.5. GRANT OF NONEXCLUSIVE LICENSE. Except to the extent prohibited
by a Borrower’s contractual obligations, which prohibition has been disclosed to the Administrative Agent, each Borrower hereby grants to the Collateral Agent a royalty free, nonexclusive and irrevocable license to use, apply, and affix any
trademark, trade name, logo, or the like in which any Borrower now or hereafter has rights, such license being with respect to the Collateral Agent’s exercise of the rights hereunder including, without limitation, in connection with any
completion of the manufacture of Inventory or sale or other disposition of Inventory. 
 11.6. ASSEMBLY
OF COLLATERAL. The Collateral Agent may require any Borrower to assemble the Collateral and make it available to the Collateral Agent at the Loan Parties’ sole risk and expense at a place or places which are
reasonably convenient to both the Collateral Agent and the Borrowers’ Representative. 
 11.7. RIGHTS
AND REMEDIES. The rights, remedies, powers, privileges, and discretions of the Administrative Agent hereunder (herein, the “Agents’ Rights and Remedies”) shall be cumulative and not exclusive
of any rights or remedies which it would otherwise have. No delay or omission by an Agent in exercising or enforcing any of the Agents’ Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by an Agent of any Event of
Default or of any default under any other agreement shall operate as a waiver of any other default hereunder or under any other agreement. No single or partial exercise of any of the Agents’ Rights or Remedies, and no express or implied
agreement or transaction of whatever nature entered into between any Agent and any person, at any time, shall preclude the other or further exercise of the Agents’ Rights and Remedies. No waiver by any Agent of any of the Agents’ Rights
and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Agents’ Rights and Remedies may be exercised at such time or times and in such order of preference as the
Agents may determine. The Agents’ Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Liabilities. 
 ARTICLE 12 - LOAN FUNDINGS AND DISTRIBUTIONS: 
 12.1. FUNDING PROCEDURES. 
 (a) The
Administrative Agent shall advise each Revolving Credit Lender, no later than 3:00 PM on the date on which any Revolving Credit Loan (other than a SwingLine 

  
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Loan) is requested, that such Revolving Credit Loan is to be made. Such advice, in each instance, may be by telephone or facsimile transmission; provided that, if such advice is by
telephone, it shall be confirmed in writing. Advice of a Revolving Credit Loan shall include the amount of and interest rate applicable to the subject Revolving Credit Loan. 
 (b) Subject to that Revolving Credit Lender’s Revolving Credit Dollar Commitment, each Revolving Credit Lender, by no later than the end of business on the day on which the subject Revolving Credit
Loan is to be made, shall Transfer that Revolving Credit Lender’s Revolving Credit Percentage Commitment of the subject Revolving Credit Loan to the Administrative Agent. 
 12.2. SWINGLINE LOANS. 
 (a) In
the event that, when a Revolving Credit Loan is requested, the aggregate unpaid balance of the SwingLine Loan is less than the SwingLine Loan Ceiling, then the SwingLine Lender may in its sole discretion advise the Administrative Agent that the
SwingLine Lender has determined to include up to the amount of the requested Revolving Credit Loan as part of the SwingLine Loan. In such event, the SwingLine Lender shall Transfer the amount of the requested Revolving Credit Loan to the
Administrative Agent. 
 (b) The SwingLine Loan shall be converted to a Revolving Credit Loan in which all Revolving Credit
Lenders participate as follows: 
 (i) At any time and from time to time, the SwingLine Lender may advise the
Administrative Agent that all, or any part, of the SwingLine Loan is to be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate, provided that if the Administrative Agent is not so advised by the SwingLine Lender,
then all SwingLine Loans shall be converted no less frequently than weekly to Revolving Credit Loans in which all Revolving Credit Lenders participate. 
 (ii) At the initiation of a Liquidation, the then entire unpaid principal balance of the SwingLine Loan shall be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate.

 In either such event, the Administrative Agent shall advise each Revolving Credit Lender of such conversion as if, and with the same effect
as if, such conversion were the making of a Revolving Credit Loan as provided in Section 13.1. 
 (c) The SwingLine
Lender, in separate capacities, may also be one or more Agents or Revolving Credit Lenders. 
 (d) The SwingLine Lender, in its
capacity as SwingLine Lender, is not a “Revolving Credit Lender” for any of the following purposes: 

(i) Except as otherwise specifically provided in the relevant Section, any distribution pursuant to
Section 13.6. 

  
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 (ii) Determination of whether the requisite Revolving Credit Lenders have
Consented to action requiring such Consent. 
 12.3. ADMINISTRATIVE AGENT’S
COVERING OF FUNDINGS: 
 (a) Each Revolving Credit Lender shall make available
to the Administrative Agent, as provided herein, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of the following: 
 (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of the Revolving Credit Loans. 

(ii) Up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of each L/C
Drawing (to the extent that such L/C Drawing is not “covered” by a Revolving Credit Loan as provided herein). 
 (b)
In all circumstances, the Administrative Agent may: 
 (i) Assume that each Revolving Credit Lender, subject to
Section 12.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s Revolving Credit Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to
Section 12.1 and shall make available, to the extent not “covered” by a Revolving Credit Loan, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of any honoring of an L/C. 

(ii) In reliance upon such assumption, make available the corresponding amount to the Loan Parties. 

(iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all
other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. 
 (c) In the event that, (i) in reliance upon any of such assumptions, the Administrative Agent makes available a Revolving Credit Lender’s Revolving Credit Percentage Commitment of one or more
Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit Lender”) fails to provide to the
Administrative Agent within one (1) Business Day of written notice of such failure, or (ii) for any reason, any Revolving Credit Lender shall become a Deteriorating Revolving Credit Lender, then: 

(i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s
Cover” (and is so referred to herein). 

  
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 (ii) All interest paid by the Loan Parties on account of the Revolving
Credit Loan or coverage of the subject honoring of any L/C which consists of the Administrative Agent’s Cover shall be retained by the Administrative Agent until the Administrative Agent’s Cover, with interest, has been paid. At the option
of the Administrative Agent, all other amounts payable to a Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to
such Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of such Deteriorating Revolving Credit Lender or Delinquent Revolving Credit
Lender in respect of any Revolving Credit Loan or existing or future participating interest in any SwingLine Loan or L/C. 
 (iii) The Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing Federal Funds Rate on any
Administrative Agent’s Cover in respect of that Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender. 
 (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender otherwise would have been entitled
hereunder in respect of those amounts paid by or in respect of the Loan Parties on account of the Administrative Agent’s Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of
which the Administrative Agent’s Cover was provided and only then towards amounts in which the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant
to Section 12.4(a) (which relates to ordinary course distributions) or Section 13.5 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Deteriorating Revolving
Credit Lender or Delinquent Revolving Credit Lender, as applicable (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled), at the highest level of distribution (if applicable) at which the
Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution. 
 (v) The Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s right to participate in the administration of, or decision-making rights related to, the Liabilities, this
Agreement or the other Loan Documents shall be suspended during the pendency of its status as a Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender. 

(vi) The non-Deteriorating Revolving Credit Lenders and non-Delinquent Revolving Credit Lenders shall also have the right,
but not the obligation, in their respective, sole and absolute discretion, to cause the assignment to one or more of the non-Deteriorating Revolving Credit Lenders and non-Delinquent Revolving Credit


  
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Lenders, without any further action by the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender for no cash consideration (pro rata, based on the respective
Revolving Credit Percentage Commitment of those non-Deteriorating Revolving Credit Lenders and non-Delinquent Revolving Credit Lenders electing to exercise such right), of the Deteriorating Revolving Credit Lender’s or Delinquent Revolving
Credit Lender’s Revolving Credit Dollar Commitment to fund future Revolving Credit Loans. Upon any such assignment of the Revolving Credit Dollar Commitment of any Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender to
one or more of the non-Deteriorating Revolving Credit Lenders or the non-Delinquent Revolving Credit Lenders, the Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s share in future Revolving Credit Loans and
its rights under the Loan Documents with respect thereto shall terminate on the date of assignment, and the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender shall promptly execute all documents reasonably requested to
surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. 
 (d) The Deteriorating
Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) through (vi) hereinabove shall be restored only upon the payment by the
Delinquent Revolving Credit Lender of the amounts set forth in Section 12.3(f) or upon the cure by the Deteriorating Revolving Credit Lender of its status as a Deteriorating Revolving Credit Lender, as applicable. 

(e) A Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender shall not be relieved of any obligation of such
Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender).

 (f) A Delinquent Revolving Credit Lender may cure its status as a Delinquent Revolving Credit Lender by paying the
Administrative Agent the aggregate of the following: 
 (i) The Administrative Agent’s Cover (to the extent
not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Section 12.3(c)(iv), above) with respect to that Delinquent Revolving Credit Lender. 

Plus 
 (ii) The aggregate of the amount payable under Section 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Revolving Credit Lender). 

Plus 
 (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Revolving Credit Lender. 

  
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 (g) Each Deteriorating Revolving Credit Lender and Delinquent Revolving Credit Lender shall
indemnify the Administrative Agent and each non-Deteriorating Revolving Credit Lender and non-Delinquent Revolving Credit Lender from and against any and all loss, damage or expenses, including, but not limited to, reasonable attorneys’ fees
and funds advanced by the Administrative Agent or by any non-Deteriorating Revolving Credit Lender or non-Delinquent Revolving Credit Lender, on account of a Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s
failure to timely fund its Revolving Credit Percentage Commitment of a Revolving Credit Loan or to otherwise perform its obligations under the Loan Documents. 
 12.4. ORDINARY COURSE DISTRIBUTIONS: REVOLVING CREDIT FACILITY. (This Section 12.4 applies
unless the provisions of Section 13.5 (which relates to distributions in the event of a Liquidation) become operative). 
 (a) Weekly, on such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent’s option), the Administrative Agent and each Revolving Credit
Lender shall settle up on amounts advanced under the Revolving Credit Facility and collected funds received in the Administrative Agent’s Account. 
 (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender such Person’s respective Pro-Rata share of interest payments on the Loans when actually
received and collected by the Administrative Agent (excluding the one Business Day for settlement provided for in Section 7.5(a) which shall be for the account of the Administrative Agent only). For purposes of calculating interest due
to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the
applicable period covered by the interest payment made by the Loan Parties. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce
such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its Pro-Rata share thereof. 

(c) The Administrative Agent shall distribute fees paid on account of the Revolving Credit Facility, as follows: 

(i) L/C Fee (Section 2.19(a)): Pro-Rata to the Revolving Credit Lenders. 

(ii) Unused Line Fee (Section 2.16): Pro-Rata to the Revolving Credit Lenders. 

(iii) Upfront Fees (Section 2.14): As provided in the Fee Letter. 

  
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 (d) No Revolving Credit Lender shall have any interest in or right to receive any part of
the following: 
 (i) Any interest which reflects “float” as described in the proviso included
in Section 7.5(a), all of which float shall be for the account of the Administrative Agent only. 

(ii) The Administrative Agent’s Fee (Section 2.15) to be paid by the Loan Parties to the Administrative Agent.

 (iii) Fees described in Section 2.19(b) (which relates to fees associated with, among other
things, the issuance of L/C’s): Retained by the Issuer. 
 (iv) The Arrangement Fee which shall be retained
by BAS. 
 (e) Any amount received by the Administrative Agent or the Collateral Agent as reimbursement for any cost or expense
(including without limitation, reasonable attorneys’ fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving
Credit Lenders, Pro-Rata determined as of the date on which the expense, in respect of which such reimbursement is being made, was incurred). 
 (f) Each distribution pursuant to this Section 12.4 is subject to Section 12.3(c), above (which relates to the effect of the failure of any Revolving Credit Lender to have
Transferred to the Administrative Agent any amount which that Revolving Credit Lender is then obligated to so Transfer pursuant to the within Agreement). 
 ARTICLE 13 - ACCELERATION AND LIQUIDATION: 
 13.1. ACCELERATION NOTICES. 
 (a) The
Administrative Agent may give the Collateral Agent and Revolving Credit Lenders an Acceleration Notice at any time following the occurrence of an Event of Default. 
 (b) The Majority Revolving Credit Lenders may give the Administrative Agent an Acceleration Notice at any time following the occurrence of an Event of Default. Such notice may be by multiple counterparts.

 13.2. ACCELERATION. Unless stayed by judicial or statutory process, the Administrative Agent shall
Accelerate the Liabilities within a commercially reasonable time following: 
 (a) The Administrative Agent’s giving of an
Acceleration Notice to the Collateral Agent and the Revolving Credit Lenders as provided in Section 13.1(a). 

  
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 (b) The Administrative Agent’s receipt of an Acceleration Notice from the Majority
Revolving Credit Lenders, in compliance with Section 13.1(b). 
 13.3. INITIATION
OF LIQUIDATION. Unless stayed by judicial or statutory process, a Liquidation shall be initiated by the Collateral Agent within a commercially reasonable time following Acceleration of the Liabilities. 

13.4. ACTIONS AT AND FOLLOWING INITIATION OF
LIQUIDATION. 
 (a) At the initiation of a Liquidation: 

(i) The unpaid principal balance of the SwingLine Loan (if any) shall be converted to a Revolving Credit Loan in which all
Revolving Credit Lenders participate. 
 (ii) The Administrative Agent and the Revolving Credit Lenders shall
“net out” each Revolving Credit Lender’s respective contributions towards the Revolving Credit Loans, so that each Revolving Credit Lender holds that Revolving Credit Lender’s Revolving Credit Percentage Commitment of the
Revolving Credit Loans and advances. 
 (b) Following the initiation of a Liquidation, each Revolving Credit Lender shall
contribute, towards any L/C thereafter honored and not immediately reimbursed by the Loan Parties, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of such honoring. 

(c) Following the initiation of a Liquidation, each Revolving Credit Lender shall contribute, towards any L/C thereafter honored and not
immediately reimbursed by the Loan Parties, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of such honoring. 
 13.5. DISTRIBUTION OF LIQUIDATION PROCEEDS. 
 (a) The Collateral Agent may establish one or more reasonably funded reserve accounts into which proceeds of the conduct of any Liquidation may be deposited in anticipation of future expenses which may be
incurred by any Agent in the exercise of rights as a secured creditor of the Loan Parties and prior claims which the Agents anticipate may need to be paid. 
 (b) The Collateral Agent shall distribute the proceeds of any Liquidation to the Administrative Agent. 
 (c) The Administrative Agent shall distribute the net proceeds of Liquidation, as distributed to the Administrative Agent by the Collateral Agent pursuant to Section 13.5(b), in accordance
with the relative priorities set forth in Section 13.6. 

  
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 (d) Each Revolving Credit Lender, on the written request of the Administrative Agent and/or
any Nominee, not more frequently than once each month, shall reimburse the Agents and/or any Nominee, Pro-Rata, for any cost or expense reasonably incurred by the Agents and/or the Nominee in the conduct of a Liquidation, which amount is not covered
out of current proceeds of the Liquidation, which reimbursement shall be paid over to and distributed by the Administrative Agent. 
 13.6. RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. All distributions of proceeds of a Liquidation shall
be applied by the Administrative Agent in the following order: 
 (a) First, to payment of that portion of the
Liabilities (excluding the Banking Services Obligations) constituting fees, indemnities, Costs of Collection and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent and amounts
payable under Sections 2.11(e), 2.19(c) and 19.8) payable to the Administrative Agent and the Collateral Agent, each in its capacity as such; 
 (b) Second, to payment of that portion of the Liabilities (excluding the Banking Services Obligations) constituting indemnities, Costs of Collection, and other amounts (other than principal,
interest and fees) payable to the Revolving Credit Lenders and the Issuer (including Costs of Collection to the respective Revolving Credit Lenders and the Issuer and amounts payable under Sections 2.11(e), 2.19(c) and 19.8),
Pro-Rata in proportion to the amounts described in this clause Second payable to them; 
 (c) Third, to the extent
not previously reimbursed by the Revolving Credit Lenders, to payment to the Agent of that portion of the Liabilities constituting principal and accrued and unpaid interest on any Permitted Protective OverAdvances; 

(d) Fourth, to the extent that SwingLine Loans have not been refinanced by a Revolving Credit Loan, payment to the SwingLine
Lender of that portion of the Liabilities constituting accrued and unpaid interest on the SwingLine Loans; 
 (e) Fifth,
to the extent that SwingLine Loans have not been refinanced by a Revolving Credit Loan, to payment to the SwingLine Lender of that portion of the Liabilities constituting unpaid principal of the SwingLine Loans; 

(f) Sixth, to payment of that portion of the Liabilities constituting accrued and unpaid interest on the Revolving Credit Loans,
L/C Borrowings and other Obligations, and fees (including Revolving Credit Fees and fees payable pursuant to Section 2.19), Pro-Rata among the Revolving Credit Lenders and the Issuer in proportion to the respective amounts described in
this clause Sixth payable to them; 
 (g) Seventh, to payment of that portion of the Liabilities constituting
unpaid principal of the Revolving Credit Loans and L/C Borrowings, Pro-Rata among the Revolving Credit Lenders and the Issuer in proportion to the respective amounts described in this clause Seventh held by them; 

  
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 (h) Eighth, to the Administrative Agent for the account of the Issuer, as cash
collateral for the aggregate undrawn amount of L/Cs; 
 (i) Ninth, to payment of all other Liabilities (including,
without limitation, the cash collateralization of unliquidated indemnification obligations as provided in Section 19.9(d), but excluding any Banking Services Obligations), Pro-Rata among the Secured Parties in proportion to the
respective amounts described in this clause Ninth held by them; 
 (j) Tenth, to payment of all Banking Services
Obligations, Pro-Rata among the Secured Parties in proportion to the respective amounts described in this clause Tenth held by them; and 
 (k) Last, the balance, if any, after all of the Liabilities have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Applicable Law. 

Amounts used to cash collateralize the aggregate undrawn amount of L/Cs pursuant to clause Eighth above shall be applied to satisfy drawings under
such L/Cs as they occur. If any amount remains on deposit as cash collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Liabilities, if any, in the order set forth above. 

ARTICLE 14 - THE AGENTS: 
 14.1. APPOINTMENT OF THE AGENTS. 
 (a) Each Revolving Credit Lender appoints and designates Bank of America as the “Administrative Agent” hereunder and under the Loan Documents. 

(b) Each Revolving Credit Lender appoints and designates Bank of America as the “Collateral Agent” hereunder and under the Loan
Documents. 
 (c) Each Revolving Credit Lender authorizes each Agent: 

(i) To execute those of the Loan Documents and all other instruments relating thereto to which that Agent is a party.

 (ii) To take such action on behalf of the Revolving Credit Lenders and to exercise all such powers as are
expressly delegated to that Agent hereunder and in the Loan Documents and all related documents, together with such other powers as are reasonably incident thereto. 
 (d) Reserved. 
 (e) Wells Fargo Capital Finance, LLC and JPMorgan Chase Bank, N.A.
have been granted the title of “Co-Syndication Agents”, and PNC Bank, National Association has been granted the title of “Documentation Agent” in which capacity none shall have any rights nor any responsibilities. Any of the
foregoing may resign such position at any time by written notice to the Administrative Agent and, in any event, shall cease to be Co-Syndication Agent or Documentation Agent, as the case may be, contemporaneously with its ceasing to be a Revolving
Credit Lender. 

  
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 14.2. RESPONSIBILITIES OF AGENTS.

 (a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of
the Revolving Credit Facility contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the
Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority. 
 (b) The
Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. 
 (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. 

(d) Neither Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: 

(i) Any recitals, statements, representations or warranties made by any Loan Party or any other Person. 

(ii) Any appraisals or other assessments of the assets of any Loan Party or of any other Person responsible for or on
account of the Liabilities. 
 (iii) The value, validity, effectiveness, genuineness, enforceability, or
sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. 

(iv) Any failure by any Loan Party or any other Person (other than the subject Agent) to perform its obligations under the
Loan Documents. 
 (e) Each Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact
and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the subject Agent with reasonable care. No such attorney, accountant, other
professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. 
 (f) Neither Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in
reliance upon advice of their respective counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial 

  
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determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in
willful misconduct. 
 (g) Neither Agent shall have any responsibility in any event for more funds than that Agent actually
receives and collects. 
 (h) The Agents, in their separate capacities as Revolving Credit Lenders, shall have the same rights
and powers hereunder as any other Revolving Credit Lender. 
 14.3. CONCERNING DISTRIBUTIONS
BY THE AGENTS. 
 (a) Each Agent, in that Agent’s reasonable discretion
based upon that Agent’s determination of the likelihood that additional payments will be received, expenses incurred, and/or claims made by third parties to all or a portion of such proceeds, may delay the distribution of any payment received
on account of the Liabilities. 
 (b) Each Agent may disburse funds prior to determining that the sums which that Agent expects
to receive have been finally and unconditionally paid to that Agent. If and to the extent that Agent does disburse funds and it later becomes apparent that the Agent did not then receive a payment in an amount equal to the sum paid out, then any
Revolving Credit Lender to whom the Agent made the funds available, on demand from the Agent, shall refund to the Administrative Agent the sum paid to that person. 
 (c) If, in the opinion of an Agent, the distribution of any amount received by that Agent might involve that Agent in liability, or might be prohibited hereby, or might be questioned by any Person, then
that Agent may refrain from making distribution until that Agent’s right to make distribution has been adjudicated by a court of competent jurisdiction. 
 (d) The proceeds of any Revolving Credit Lender’s exercise of any right of, or in the nature of, set-off shall be deemed, First, to the extent that a Revolving Credit Lender is entitled to any
distribution hereunder, to constitute such distribution and Second, shall be shared with the other Revolving Credit Lenders as if distributed pursuant to (and shall be deemed as distributions under) Section 13.6. 

(e) Each Revolving Credit Lender recognizes that the crediting of the Loan Parties with the “proceeds” of any transaction in
which a Post Foreclosure Asset is acquired is a non-cash transaction and that, in consequence, no distribution of such “proceeds” will be made by the Administrative Agent to any Revolving Credit Lender. 

(f) In the event that (x) a court of competent jurisdiction shall adjudge that any amount received and distributed by the
Administrative Agent is to be repaid or disgorged or (y) the Majority Revolving Credit Lenders determine to effect such repayment or disgorgement, then each Revolving Credit Lender to which any such distribution shall have been made shall
repay, to the Agent which had made such distribution, that Revolving Credit Lender’s Pro-Rata share of the amount so adjudged or determined to be repaid or disgorged. 

  
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 14.4. DISPUTE RESOLUTION. Any dispute among the
Revolving Credit Lenders and/or any Agent concerning the interpretation, administration, or enforcement of the financing arrangements contemplated by this or any other Loan Document or the interpretation or administration of this or any other Loan
Document which cannot be resolved amicably shall be resolved in the United States District Court for the District of Massachusetts, sitting in Boston or in the Superior Court of Suffolk County, Massachusetts, to the jurisdiction of which courts each
Revolving Credit Lender hereby submits. 
 14.5. DISTRIBUTIONS OF NOTICES
AND OF DOCUMENTS. The Administrative Agent will forward to each Revolving Credit Lender, promptly after the Administrative Agent’s receipt thereof, a copy of each notice or other document
furnished to the Administrative Agent pursuant to this Agreement, including monthly, quarterly, and annual financial statements received from the Borrowers’ Representative pursuant to Article 5 of this Agreement, other than any of the
following: 
 (a) Routine communications associated with requests for Revolving Credit Loans and/or the issuance of L/C’s.

 (b) Routine or nonmaterial communications. 
 (c) Any notice or document required by any of the Loan Documents to be furnished directly to the Revolving Credit Lenders by the Borrowers’ Representative. 

(d) Any notice or document of which the Administrative Agent has knowledge that such notice or document had been forwarded to the
Revolving Credit Lenders other than by the Administrative Agent. 
 14.6. CONFIDENTIAL
INFORMATION. 
 (a) Each Revolving Credit Lender will maintain, as confidential (other than to their
respective attorneys, agents, accountants, Participants and prospective Participants) all of the following: 

(i) Proprietary approaches, techniques, and methods of analysis which are applied by the Administrative Agent in the
administration of the Revolving Credit Facility contemplated by this Agreement. 
 (ii) Proprietary forms and
formats utilized by the Administrative Agent in providing reports to the Revolving Credit Lenders pursuant hereto, which forms or formats are not of general currency. 

(iii) Confidential information provided by any Loan Party pursuant to the Loan Documents, other than any information which
becomes known to the general public through sources other than that Revolving Credit Lender. 

  
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 (b) Nothing included herein shall prohibit the disclosure of any such information:
(i) as may be required to be provided by Applicable Law or by any subpoena or similar legal process or by regulatory authorities having jurisdiction over any party to this Agreement; (ii) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such information and instructed to keep such information confidential); (iii) to any other party hereto; (iv) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (v) subject to an agreement containing provisions substantially the same as those of this Section 14.6, to (A) any
assignee of or Participant in, or any bona fide prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to any Loan Party and its obligations; (vi) with the consent of the Borrowers’ Representative; or (vii) to the extent such information (A) becomes publicly available other than as a result of a breach of this
Section 14.6 or (B) becomes available to any Secured Party or any of their respective Affiliates on a non-confidential basis from a source other than the Loan Parties and other than as a result of a breach of this
Section 14.6. Any Person required to maintain the confidentiality of information as provided in this Section 14.6 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such information as such Person would accord to its own confidential information. 

14.7. RELIANCE BY AGENTS. Each Agent shall be entitled to rely upon any certificate,
notice or other document (including any cable, telegram, telex, or facsimile) reasonably believed by that Agent to be genuine and correct and to have been signed or sent by or on behalf of the proper person or persons, and upon advice and statements
of attorneys, accountants and other experts selected by that Agent. As to any matters not expressly provided for in this Agreement, any Loan Document, or in any other document referred to therein, that Agent shall in all events be fully protected in
acting, or in refraining from acting, in accordance with the applicable Consent required by this Agreement. Instructions given with the requisite Consent shall be binding on all Revolving Credit Lenders. 

14.8. NON-RELIANCE ON AGENTS AND OTHER
REVOLVING CREDIT LENDERS. 
 (a) Each Revolving Credit Lender represents to all
other Revolving Credit Lenders and to the Agents that such Revolving Credit Lender: 
 (i) Independently and
without reliance on any representation or act by any Agent or by any other Revolving Credit Lender, and based on such documents and information as that Revolving Credit Lender has deemed appropriate, has made such Revolving Credit Lender’s own
appraisal of the financial condition and affairs of the Loan Parties and decision to enter into this Agreement. 

  
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 (ii) Has relied upon that Revolving Credit Lender’s review of the Loan
Documents by that Revolving Credit Lender and by counsel to that Revolving Credit Lender as that Revolving Credit Lender deemed appropriate under the circumstances. 
 (b) Each Revolving Credit Lender agrees that such Revolving Credit Lender, independently and without reliance upon any Agent or any other Revolving Credit Lender, and based upon such documents and
information as such Revolving Credit Lender shall deem appropriate at the time, will continue to make such Revolving Credit Lender’s own appraisals of the financial condition and affairs of the Loan Parties when determining whether to take or
not to take any discretionary action under this Agreement. 
 (c) Neither Agent in the discharge of that Agent’s duties
hereunder, shall be required to make inquiry of, or to inspect the properties or books of, any Person. 
 (d) Except for
notices, reports, and other documents and information expressly required to be furnished to the Revolving Credit Lenders by the Administrative Agent pursuant to Section 14.5, the Agents shall not have any affirmative duty or
responsibility to provide any Revolving Credit Lender with any credit or other information concerning any Person, which information may come into the possession of Agents or any Affiliate of an Agent. 

14.9. INDEMNIFICATION. Without limiting the liabilities of the Loan Parties under any this or any of the other Loan
Documents, each Revolving Credit Lender shall indemnify each Agent (to the extent not reimbursed by the Loan Parties), Pro-Rata, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees and expenses and other out-of-pocket expenditures) which may at any time be imposed on, incurred by, or asserted against that Agent and in any way relating to
or arising out of this Agreement or any other Loan Document or any documents contemplated by or referred to therein or the transactions contemplated thereby or the enforcement of any of terms hereof or thereof or of any such other documents;
provided, however, no Revolving Credit Lender shall be liable for any of the foregoing to the extent that any of the foregoing arises from any action taken or omitted to be taken by the subject Agent as to which a final judicial
determination has been or is made (in a proceeding in which the subject Agent has had an opportunity to be heard) that the subject Agent had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. 

14.10. RESIGNATION OF AGENT. 

(a) An Agent may resign at any time by giving 60 days’ prior written notice thereof to the Revolving Credit Lenders and to the other
Agent. Upon receipt of any such notice of resignation, the Majority Revolving Credit Lenders shall have the right to appoint a successor to such Agent (and if no Event of Default has occurred, with the consent of the Borrowers’ Representative,
not to be unreasonably withheld and, in any event, deemed given by the Borrowers’ Representative if no written objection is provided by the Borrowers’ Representative 

  
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to the (resigning) Agent within seven (7) Business Days notice of such proposed appointment). If a successor Agent shall not have been so appointed and accepted such appointment within 30
days after the giving of notice by the resigning Agent, then the resigning Agent may appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $500,000,000.00. The consent of the
Borrowers’ Representative otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred. 
 (b) Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of
the (resigning) Agent so replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent’s duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the
(resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner or in bad faith.

 (c) After any retiring Agent’s resignation, the provisions of this Agreement and of all other Loan Documents shall
continue in effect for the retiring Person’s benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. 
 ARTICLE 15 - ACTION BY AGENTS - CONSENTS - AMENDMENTS - WAIVERS: 

15.1. ADMINISTRATION OF REVOLVING CREDIT FACILITY.

 (a) Except as otherwise specifically provided in this Agreement, each Agent may take any action with respect to the
Revolving Credit Facility contemplated by the Loan Documents as that Agent determines to be appropriate within their respective areas of responsibility and authority, as set forth in Sections 14.2(a) and 14.2(b); provided,
however, neither Agent is under any affirmative obligation to take any action which it is not required by this Agreement or the Loan Documents specifically to so take. 
 (b) Except as specifically provided in Sections 15.2 and 15.3 of this Agreement, whenever a Loan Document or this Agreement provides that action may be taken or omitted to be taken in an
Agent’s discretion or reasonable discretion, as applicable, that Agent shall have the sole right to take, or refrain from taking, such action without, and notwithstanding, any vote of the Revolving Credit Lenders. 

(c) The rights granted to the Revolving Credit Lenders in Sections 15.2 and 15.3 shall not otherwise limit or impair any
Agent’s exercise of its discretion or reasonable discretion, as applicable, under the Loan Documents. 

  
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 15.2. ACTIONS REQUIRING OR ON
DIRECTION OF MAJORITY REVOLVING CREDIT LENDERS. Except as otherwise provided in this Agreement, the Consent or direction of the Majority Revolving Credit
Lenders is required for any amendment, waiver, or modification of any Loan Document. Without limiting the foregoing: 
 (a) If
any Default has occurred and is continuing, the Majority Revolving Credit Lenders may direct the Administrative Agent to suspend the Revolving Credit Facility, whereupon, as long as a Default shall have occurred and be continuing, the only Loans
which may be made are the following: 
 (i) Revolving Credit Loans made to “cover” the honoring of
L/C’s. 
 (ii) Permitted Protective OverAdvances. 

(iii) Loans made with Consent of the Majority Revolving Credit Lenders. 

(b) If an Event of Default has occurred and not been duly waived, the Majority Revolving Credit Lenders may: 

(i) Give the Administrative Agent an Acceleration Notice in accordance with Section 13.1(b). 

(ii) Direct the Administrative Agent to increase the rate of interest to the default rate of interest as provided in
Section 2.12(f) of this Agreement. 
 15.3. ACTION REQUIRING CERTAIN
CONSENT. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no Consent to any departure by any Loan Party therefrom, shall: 

(a) extend or increase the Revolving Credit Dollar Commitment of any Revolving Credit Lender (or reinstate any Revolving Credit Dollar
Commitment previously terminated pursuant to this Agreement) without the written Consent of such Revolving Credit Lender; 
 (b)
as to any Revolving Credit Lender, postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (including the Maturity Date) of principal, interest, fees or other amounts due hereunder or under any of the other
Loan Documents without the written Consent of such Revolving Credit Lender, without the written Consent of such Revolving Credit Lender; 
 (c) as to any Revolving Credit Lender, reduce the principal of, or the rate of interest specified herein on, any Revolving Credit Loan, or (subject to clause (iv) of the proviso to this
Section 15.3) any fees or other amounts payable hereunder or under any other Loan Document, without the written Consent of such Revolving Credit Lender; provided, however, that only the Consent of the Majority Revolving
Credit Lenders shall be necessary (i) to amend Section 2.12(f) or to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 2.12(f) or L/C fees at the rate set forth in
Section 2.19(a); 

  
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 (d) as to any Revolving Credit Lender, change Section 12.4,
Section 13.5 or Section 13.6 in a manner that would alter the Pro-Rata sharing of payments required thereby without the written Consent of such Revolving Credit Lender; 

(e) change any provision of this Section 15.3 or the definition of “Majority Revolving Credit Lenders” or any other
provision hereof specifying the number or percentage of Revolving Credit Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without Unanimous Consent; 

(f) except as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without
the Unanimous Consent; 
 (g) except for Permitted Asset Dispositions (or as otherwise provided in Section 4.14(d))
or to facilitate a Liquidation, release all or substantially all of the Collateral from the Encumbrances of the Loan Documents without Unanimous Consent; 
 (h) except as provided in Section 2.24, increase the Revolving Credit Commitments without Unanimous Consent; 
 (i) change the definition of the term “Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased
without Unanimous Consent; provided that the foregoing shall not (i) limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or (ii) prevent the Administrative Agent, in its
administration of the Revolving Credit Facility, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value;

 (j) make any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvance;
provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/C, and (ii) each Revolving Credit Lender recognizes
that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the
control of the Administrative Agent (such as a drop in collateral value); 
 (k) modify the definition of Permitted Protective
OverAdvance so as to increase the time period for a Permitted Protective OverAdvance, except as otherwise provided in the definition thereof, without Unanimous Consent; and 
 (l) except as expressly permitted herein or in any other Loan Document, subordinate the Liabilities hereunder or the Encumbrances granted hereunder or under the other Loan Documents, to any other
Indebtedness or Encumbrance, as the case may be without Unanimous Consent; 

  
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 provided that (i) no amendment, waiver or Consent shall, unless in writing and signed by
the Issuer in addition to the Revolving Credit Lenders required above, affect the rights or duties of the Issuer under this Agreement or any Issuer Document relating to any L/C issued or to be issued by it; (ii) no amendment, waiver or Consent
shall, unless in writing and signed by the SwingLine Lender in addition to the Revolving Credit Lenders required above, affect the rights or duties of the SwingLine Lender under this Agreement; (iii) no amendment, waiver or Consent shall,
unless in writing and signed by the Administrative Agent in addition to the Revolving Credit Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) no amendment,
waiver or Consent shall, unless in writing and signed by the Collateral Agent in addition to the Revolving Credit Lenders required above, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document, and
(v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Deteriorating Revolving Credit Lender or Delinquent Revolving
Credit Lender shall have any right to approve or disapprove any amendment, waiver or Consent hereunder, except that the Revolving Credit Dollar Commitment of such Revolving Credit Lender may not be increased or extended without the consent of such
Revolving Credit Lender. 
 15.4. MISCELLANEOUS ACTIONS. 

(a) Notwithstanding any other provision of this Agreement, no single Revolving Credit Lender independently may exercise any right of
action or enforcement against or with respect to any Loan Party. 
 (b) Each Agent shall be fully justified in failing or
refusing to take action under this Agreement or any Loan Document on behalf of any Revolving Credit Lender unless that Agent shall first: 
 (i) receive such clear, unambiguous, written instructions as that Agent deems appropriate; and 
 (ii) be indemnified to that Agent’s satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by that Agent by reason of taking or continuing to
take any such action, unless such action had been grossly negligent, in willful misconduct, or in bad faith. 
 (c) Each Agent
may establish reasonable procedures for the providing of direction and instructions from the Revolving Credit Lenders to that Agent, including its reliance on multiple counterparts, facsimile transmissions, and time limits within which such
direction and instructions must be received in order to be included in a determination of whether the requisite Revolving Credit Lenders have provided their direction, Consent, or instructions. 

15.5. ACTIONS REQUIRING BORROWERS’
REPRESENTATIVE’S CONSENT. 
 (a) The Borrowers’ Representative’s
consent is required for any amendment of this Agreement, except that Articles 12 and 15 of this Agreement may be amended without the consent of the Borrowers’ Representative. 

  
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 (b) The Borrowers’ Representative’s consent to the amendment of those provisions
referenced in Section 15.5(a) (i) shall be deemed given unless written objection is made, within seven (7) Business Days following the Administrative Agent’s giving notice to the Borrowers’ Representative of the
proposed amendment, and (ii) shall not be required following the occurrence of any Event of Default. 
 15.6.
NONCONSENTING REVOLVING CREDIT LENDER. 
 (a) In
the event that a Revolving Credit Lender (in this Section 15.6, a “NonConsenting Revolving Credit Lender”) does not provide its Consent to a proposal by the Administrative Agent to take action which requires Unanimous
Consent and that has been approved by the Majority Revolving Credit Lenders, then the Borrowers’ Representative may require the assignment, without recourse and in accordance with the procedures outlined in Section 16.1, below, of
the NonConsenting Revolving Credit Lender’s Revolving Credit Dollar Commitment hereunder to one or more Eligible Assignees on five (5) days written notice to the Administrative Agent and to the NonConsenting Revolving Credit Lender.

 (b) At the end of such five (5) days, and provided that the NonConsenting Revolving Credit Lender delivers the Revolving
Credit Note (or a lost note affidavit containing customary indemnification provisions) held by the NonConsenting Revolving Credit Lender to the Administrative Agent, the Borrowers shall transfer the following to the NonConsenting Revolving Credit
Lender: 
 (i) Such NonConsenting Revolving Credit Lender’s Pro-Rata share of the principal and interest of
the Revolving Credit Loans to the date of such assignment. 
 (ii) All fees distributable hereunder to the
NonConsenting Revolving Credit Lender to the date of such assignment. 
 (iii) Any out-of-pocket costs and
expenses for which the NonConsenting Revolving Credit Lender is entitled to reimbursement from the Loan Parties. 
 (c) In the
event that the NonConsenting Revolving Credit Lender fails to deliver to the Administrative Agent the Revolving Credit Note (or a lost note affidavit containing customary indemnification provisions) held by the NonConsenting Revolving Credit Lender
as provided in Section 15.6(b), then: 
 (i) The amount otherwise to be transferred to the
NonConsenting Revolving Credit Lender shall be transferred to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to the NonConsenting Revolving Credit Lender upon delivery of the Revolving Credit Note
(or a lost note affidavit containing customary indemnification provisions) held by that NonConsenting Revolving Credit Lender. 
 (ii) The Revolving Credit Note held by the NonConsenting Revolving Credit Lender shall have no force or effect whatsoever. 

  
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 (iii) The NonConsenting Revolving Credit Lender shall cease to be a
“Revolving Credit Lender”. 
 (iv) The Eligible Assignee(s) to whom the NonConsenting Revolving Credit
Lender’s Revolving Credit Dollar Commitment hereunder has been assigned shall have succeeded to all rights and become subject to all of the obligations of the NonConsenting Revolving Credit Lender as a “Revolving Credit Lender”.

 ARTICLE 16 - ASSIGNMENTS BY REVOLVING CREDIT LENDERS:

 16.1. ASSIGNMENTS AND ASSUMPTIONS. 

Except as provided herein, each Revolving Credit Lender (in this Section 16.1, an “Assigning Revolving Credit
Lender”) may assign to one or more Eligible Assignees (in this Section 16.1, each an “Assignee Revolving Credit Lender”) all or a portion of that Revolving Credit Lender’s interests, rights and obligations
under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning
Revolving Credit Lender, provided that: 
 (a) Unless such assignment is to a Person that is a Revolving Credit
Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund, the Administrative Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed
assignment would result in any Assignee Revolving Credit Lender having a Revolving Credit Dollar Commitment of less than the “minimum hold” amount specified in Section 16.1(c). 

(b) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender’s rights
and obligations under this Agreement. 
 (c) Following the effectiveness of such assignment, the Assigning Revolving Credit
Lender’s Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender’s Revolving Credit Dollar Commitment) shall not be less than $5,000,000.00. 

(d) If no Event of Default has occurred, any such assignment to a Person not then a Revolving Credit Lender, an Affiliate of a Revolving
Credit Lender or an Approved Fund shall be subject to the prior consent of the Borrowers’ Representative, not to be unreasonably withheld or delayed, which consent shall be deemed given unless the Borrowers’ Representative provides the
Administrative Agent with written objection not more than five (5) Business Days after the Administrative Agent shall have given the Borrowers’ Representative written notice of a proposed assignment, such notice to state that consent will
be deemed given by the Borrowers’ Representative if written objection is not received by the Administrative Agent within such five (5) Business Days. 

  
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 16.2. ASSIGNMENT PROCEDURES. (This
Section 16.2 describes the procedures to be followed in connection with an assignment effected pursuant to this Article 16 and permitted by Section 16.1). 

(a) The parties to such an assignment shall execute and deliver to the Administrative Agent, for recording in the Register, an Assignment
and Acceptance substantially in the form of EXHIBIT 16.1, annexed hereto (an “Assignment and Acceptance”). 
 (b) The Assigning Revolving Credit Lender shall deliver to the Administrative Agent, with such Assignment and Acceptance, the Revolving Credit Note held by the subject Assigning Revolving Credit Lender
and the Administrative Agent’s processing fee of $3,000.00; provided, however, no such processing fee shall be due where the Assigning Revolving Credit Lender is one of the Revolving Credit Lenders at the initial execution of this
Agreement. 
 (c) The Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a
register or similar list (the “Register”) for the recordation of the names and addresses of the Revolving Credit Lenders and of the Revolving Credit Dollar Commitment and Revolving Credit Percentage Commitment of each Revolving
Credit Lender. The Register shall be available for inspection by the Revolving Credit Lenders at any reasonable time and from time to time upon reasonable prior notice. In the absence of manifest error, the entries in the Register shall be
conclusive and binding on all Revolving Credit Lenders. The Administrative Agent and the Revolving Credit Lenders may treat each Person whose name is recorded in the Register as a “Revolving Credit Lender” hereunder for all purposes of
this Agreement. 
 (d) The Assigning Revolving Credit Lender and Assignee Revolving Credit Lender, directly between themselves,
shall make all appropriate adjustments in payments for periods prior to the effective date of an Assignment and Assumption. 

16.3. EFFECT OF ASSIGNMENT. 

(a) From and after the effective date specified in an Assignment and Acceptance which has been executed, delivered, and recorded (which
effective date the Administrative Agent may delay by up to five (5) Business Days after the delivery of such Assignment and Acceptance): 
 (i) The Assignee Revolving Credit Lender: 
 (A) Shall be a party
to this Agreement and the other Loan Documents (and to any amendments thereof) as fully as if the Assignee Revolving Credit Lender had executed each. 
 (B) Shall have the rights of a Revolving Credit Lender hereunder to the extent of the Revolving Credit Dollar Commitment and the Revolving Credit Percentage Commitment assigned by such Assignment and
Acceptance. 

  
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 (ii) The Assigning Revolving Credit Lender shall be released from the
Assigning Revolving Credit Lender’s obligations under this Agreement and the Loan Documents to the extent of the Revolving Credit Dollar Commitment assigned by such Assignment and Acceptance. 

(iii) The Administrative Agent shall undertake to obtain and distribute replacement Revolving Credit Notes to the subject
Assigning Revolving Credit Lender and Assignee Revolving Credit Lender. 
 (b) By executing and delivering an Assignment and
Acceptance, the parties thereto confirm to and agree with each other and with all parties to this Agreement as to those matters which are set forth in the subject Assignment and Acceptance. 
 ARTICLE 17 - NOTICES: 
 17.1. NOTICE
ADDRESSES. All notices, demands, and other communications made in respect of any Loan Document (other than a request for a loan or advance or other financial accommodation under the Revolving Credit Facility) shall be made to the
following addresses, each of which may be changed upon seven (7) days written notice to all others given by certified mail, return receipt requested: 
 If to either Agent: 
 Bank of America, N.A. 

100 Federal Street, 9th Floor 
 Boston, Massachusetts 02110 

			
	Attention:	  	Kathleen Dimock
		  	Managing Director

 Fax:
617-434-4312 

			
	E-Mail:	  	kathleen.dimock@baml.com

 With a
copy to: 
 Riemer & Braunstein LLP 

Three Center Plaza 
 Boston, Massachusetts 02108 

			
	Attention:	  	Kevin J. Simard Esquire


Fax: 617-880-3456 

			
	E-Mail:	  	ksimard@riemerlaw.com

 If to the Borrowers’
Representative and all Loan Parties: 
 Casual Male Retail Group, Inc. 

555 Turnpike Street 
 Canton, Massachusetts 02021 

			
	Attention:	  	Dennis Hernreich
		  	Chief Financial Officer


Fax: 781-828-3221 

			
	E-Mail:	  	dhernreich@cmal.com


  
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 With a copy to: 

Greenberg Traurig LLP 
 One International Place 
 Boston, Massachusetts 02110 

			
	Attention:	  	Jonathan Bell, Esquire


Fax: 617-310-6001 

			
	E-Mail:	  	bellj@gtlaw.com

 17.2.
NOTICE GIVEN. 
 (a) Except as otherwise specifically provided herein, notices shall be deemed
made and correspondence received, as follows (all times being local to the place of delivery or receipt): 
 (i)
By mail: the sooner of when actually received or three (3) days following deposit in the United States mail, postage prepaid. 
 (ii) By recognized overnight express delivery: the Business Day following the day when sent. 
 (iii) By hand: If delivered on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, when delivered. Otherwise, at the
opening of the then next Business Day. 
 (iv) By facsimile transmission (which must include a header on which
the party sending such transmission is indicated): If sent on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, one (1) hour after being sent. Otherwise, at the
opening of the then next Business Day. 
 (v) By electronic communication (including e-mail and Internet or
intranet websites): unless the Administrative Agent otherwise prescribes, (A) 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, and (B) notices or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (A) of notification that such notice or communication is available and identifying the website address therefor. 

  
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 (b) Rejection or refusal to accept delivery and inability to deliver because of a changed
address or Facsimile Number for which no due notice was given shall each be deemed receipt of the notice sent. 
 17.3.
WIRE INSTRUCTIONS. Subject to change in the same manner that a notice address may be changed (as to which, see Section 17.1), wire transfers to the Administrative Agent shall be made in accordance
with the following wire instructions: 
  

					
		 	Bank of America, N.A.
		 	ABA No.	  	026009593
		 	Acct Name:	  	Bank of America Retail Finance
		 		  	Collection Account
		 	Acct No. :	  	502-52044
		 	Reference:	  	Casual Male Retail Group

 ARTICLE 18 -
TERM: 
 18.1. TERMINATION OF REVOLVING CREDIT
FACILITY. The Revolving Credit Facility shall remain in effect (subject to suspension as provided in Section 2.6(g) hereof) until the Termination Date. 

18.2. ACTIONS ON TERMINATION. 

(a) On the Termination Date, the Loan Parties shall pay the Administrative Agent (whether or not then due), in immediately available
funds, all then Liabilities including, without limitation: the following: 
 (i) The entire balance of the Loan
Account (including the unpaid principal balance of the Loans and SwingLine Loan). 
 (ii) Any then remaining
unpaid installments of the Commitment Fees. 
 (iii) Any then remaining unpaid installments of the Administrative
Agent’s Fee. 
 (iv) Any payments due on account of the indemnification obligations included in
Section 2.11(e). 
 (v) Any accrued and unpaid Unused Line Fee. 

  
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 (vi) All unreimbursed costs and expenses of each Agent and of Lenders’
Special Counsel for which each Loan Party is responsible. 
 (b) On the Termination Date, the Loan Parties shall also shall make
such arrangements concerning any L/C’s then outstanding as are reasonably satisfactory to the Administrative Agent (such as their being cash collateralized at 103 % of their then Stated Amount). 

(c) Until such payment (Section 18.2(a)) and arrangements concerning L/C’s (Section 18.2(b)), all provisions of this
Agreement, other than those included in Article 2 which place any obligation on the Administrative Agent or any Revolving Credit Lender to make any loans or advances or to provide any financial accommodations to any Borrower shall remain in
full force and effect until all Liabilities shall have been paid in full. 
 (d) The release by the Collateral Agent of the
Collateral Interests granted the Collateral Agent by the Loan Parties hereunder may be upon such conditions and indemnifications as the Administrative Agent reasonably may require. 
 ARTICLE 19 - GENERAL: 
 19.1. PROTECTION
OF COLLATERAL. No Agent has any duty as to the collection or protection of the Collateral beyond the safe custody of such of the Collateral as may come into the possession of that Agent. 

19.2. PUBLICITY. The Agent may issue a “tombstone” notice of the establishment of the credit facility
contemplated by this Agreement and may make reference to each Loan Party (and may utilize any logo or other distinctive symbol associated with each Loan Party) in connection with any advertising, promotion, or marketing undertaken by the Agent.

 19.3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the Borrowers’ Representative, each Loan Party, and their respective representatives, successors, and assigns and shall inure to the benefit of each Agent and each Revolving Credit Lender and their respective successors and assigns;
provided, however, no trustee or other fiduciary appointed with respect to any Loan Party shall have any rights hereunder. In the event that any Agent or any Revolving Credit Lender assigns or transfers its rights under this Agreement,
the assignee shall thereupon succeed to and become vested with all rights, powers, privileges, and duties of such assignor hereunder and such assignor shall thereupon be discharged and relieved from its duties and obligations hereunder. 

19.4. SEVERABILITY. Any determination that any provision of this Agreement or any application thereof is invalid,
illegal, or unenforceable in any respect in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement.


  
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 19.5. AMENDMENTS. COURSE OF
DEALING. 
 (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations
between each Loan Party and each Agent and each Revolving Credit Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No
such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by any Agent or any Revolving Credit Lender to give notice to the Borrowers’ Representative of any
Loan Party’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. 

(b) Each Loan Party may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon
and with the express prior written consent of the Administrative Agent. Subject to Article 16, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf
of the party to be charged with such modification, amendment, or waiver (and if such party is the Administrative Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Administrative Agent shall be
in reliance upon all representations and warranties theretofore made to the Administrative Agent by or on behalf of the Loan Parties (and any other guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event
that any of such representations or warranties was not true and complete in all material respects when given. 
 19.6.
POWER OF ATTORNEY. In connection with all powers of attorney included in this Agreement, each Loan Party hereby grants unto the Administrative Agent (acting through any of its officers) full power to
do any and all things necessary or appropriate in connection with the exercise of such powers as fully and effectually as that Loan Party might or could do, hereby ratifying all that said attorney shall do or cause to be done by virtue of this
Agreement. No power of attorney set forth in this Agreement shall be affected by any disability or incapacity suffered by any Loan Party and each shall survive the same. All powers conferred upon the Administrative Agent or the Collateral Agent by
this Agreement, being coupled with an interest, shall be irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Administrative Agent. 

19.7. APPLICATION OF PROCEEDS. The proceeds of any collection, sale, or disposition
of the Collateral, or of any other payments received hereunder, shall be applied towards the Liabilities in such order and manner as the Administrative Agent determines in its discretion, consistent, however, with Sections 13.5 and
13.6 and any other applicable provisions of this Agreement. The Loan Parties shall remain liable for any deficiency remaining following such application. 

  
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 19.8. INCREASED COSTS. If, as a result of any
Requirement of Law, or of the interpretation or application thereof by any court or by any governmental or other authority or entity charged with the administration thereof, whether or not having the force of law, which on and after the Closing
Date: 
 (a) subjects any Revolving Credit Lender to any taxes or changes the basis of taxation, or increases any existing
taxes, on payments of principal, interest or other amounts payable by any Loan Party to the Administrative Agent or any Revolving Credit Lender under this Agreement (except for taxes on the Administrative Agent or any Revolving Credit Lender based
on net income or capital imposed by the jurisdiction in which the principal or lending offices of the Administrative Agent or that Revolving Credit Lender are located); 
 (b) imposes, modifies or deems applicable any reserve, cash margin, special deposit or similar requirements against assets held by, or deposits in or for the account of or loans by or any other
acquisition of funds by the relevant funding office of any Revolving Credit Lender; 
 (c) imposes on any Revolving Credit
Lender any other condition with respect to any Loan Document; or 
 (d) imposes on any Revolving Credit Lender a requirement to
maintain or allocate capital in relation to the Liabilities; 
 and the result of any of the foregoing, in such Revolving Credit Lender’s
reasonable opinion, is to increase the cost to that Revolving Credit Lender of making or maintaining any loan, advance or financial accommodation or to reduce the income receivable by that Revolving Credit Lender in respect of any loan, advance or
financial accommodation by an amount which that Revolving Credit Lender deems to be material, then upon written notice from the Administrative Agent, from time to time, to the Borrowers’ Representative (such notice to set out in reasonable
detail the facts giving rise to and a summary calculation of such increased cost or reduced income), the Loan Parties shall forthwith pay to the Administrative Agent, for the benefit of the subject Revolving Credit Lender, upon receipt of such
notice, that amount which shall compensate the subject Revolving Credit Lender for such additional cost or reduction in income. 

19.9. COSTS AND EXPENSES OF AGENTS AND
REVOLVING CREDIT LENDERS. 
 (a) The Loan Parties shall pay from time to time
on demand all Costs of Collection and all reasonable costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) which are incurred by each Agent in connection with the preparation, negotiation, execution, and
delivery of this Agreement and of any other Loan Documents, and all other reasonable costs, expenses, and disbursements which may be incurred in connection with or in respect to the credit facility contemplated hereby or which otherwise are incurred
with respect to the Liabilities. 

  
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 (b) The Loan Parties shall pay from time to time on demand all reasonable costs and expenses
(including reasonable attorneys’ fees and expenses) incurred by the Revolving Credit Lenders to Lenders’ Special Counsel. 
 (c) Each Loan Party authorizes the Administrative Agent to pay all such fees and expenses and in the Administrative Agent’s reasonable discretion, to add such fees and expenses to the Loan Account.

 (d) In connection with the termination of this Agreement and the release and termination of the security interests in the
Collateral, the Agent may require such indemnities and collateral security as it shall reasonably deem necessary and appropriate to protect the Secured Parties against (i) loss on account of credits previously applied to the Liabilities that
may subsequently be reversed or revoked, (ii) any obligations that may thereafter arise with respect to the Banking Services Obligations, and (iii) any Liabilities that may thereafter arise under this Section 19.9 and
Section 19.12 hereof. 
 (e) The undertaking on the part of each Loan Party in this Section 19.9 shall
survive payment of the Liabilities and/or any termination, release, or discharge executed by any Agent in favor of any Loan Party, other than a termination, release, or discharge which makes specific reference to this Section 19.9.

 19.10. COPIES, FACSIMILES AND ELECTRONIC
COMMUNICATIONS. Each Loan Document and all documents and papers which relates thereto which have been or may be hereinafter furnished any Agent or any Revolving Credit Lender may be reproduced by any Revolving Credit Lender or by
any Agent by any photographic, microfilm, xerographic, digital imaging, or other process, and such Person making such reproduction may destroy any document so reproduced. Any such reproduction shall be admissible in evidence as the original itself
in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business). Any facsimile or other electronic communication (such as a .pdf) which bears
proof of transmission (or, in the case of an electronic communication transmitted by e-mail, which is deemed to have been received pursuant to Section 17.2(a)) shall be binding on the party which or on whose behalf such transmission was
initiated and likewise shall be so admissible in evidence as if the original of such facsimile or other electronic communication had been delivered to the party which or on whose behalf such transmission was received. 

19.11. MASSACHUSETTS LAW. This Agreement and all rights and obligations hereunder, including matters
of construction, validity, and performance, shall be governed by the law of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof). 

  
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 19.12. INDEMNIFICATION. The Borrowers’ Representative and each
Loan Party shall indemnify, defend, and hold each Agent and each Revolving Credit Lender and any of their respective employees, officers, or agents (each, an “Indemnified Person”) harmless of and from any claim brought or threatened
against any Indemnified Person by any Loan Party, any other guarantor or endorser of the Liabilities, or any other Person (as well as from reasonable attorneys’ fees, expenses, and disbursements in connection therewith) on account of the
relationship of the Borrowers’ Representative, the Loan Parties or of any other guarantor or endorser of the Liabilities, including all costs, expenses, liabilities, and damages as may be suffered by any Indemnified Person in connection with
(x) the Collateral; (y) the occurrence of any Event of Default; or (z) the exercise of any rights or remedies under any of the Loan Documents (each of claims which may be defended, compromised, settled, or pursued by the Indemnified
Person with counsel of the Administrative Agent’s selection, but at the expense of the Borrowers’ Representative and the Loan Parties) other than any claim as to which a final determination is made in a judicial proceeding (in which the
Administrative Agent and any other Indemnified Person has had an opportunity to be heard), which determination includes a specific finding that the Indemnified Person seeking indemnification had acted in a grossly negligent manner or in actual bad
faith or willful misconduct. This indemnification shall survive payment of the Liabilities and/or any termination, release, or discharge executed by the Administrative Agent in favor of the Borrowers’ Representative and/or the Loan Parties,
other than a termination, release, or discharge duly executed on behalf of the Administrative Agent which makes specific reference to this Section 19.12. 
 19.13. RULES OF CONSTRUCTION. The following rules of construction shall be applied in the interpretation, construction, and enforcement of this
Agreement and of the other Loan Documents: 
 (a) Unless otherwise specifically provided for herein, interest and any fee or
charge which is stated as a per annum percentage shall be calculated based on a 360 day year and actual days elapsed. 
 (b)
Words in the singular include the plural and words in the plural include the singular. 
 (c) Any reference, herein, to a
circumstance or event’s having “more than a de minimis adverse effect” and any similar reference is to a circumstance or event which (x) in a well managed enterprise, would receive the active attention of senior management
with a view towards its being reversed or remedied; or (y) if not reversed or remedied could reasonably be expected to lead to its becoming a material adverse effect. 
 (d) Titles, headings (indicated by being underlined or shown in SMALL CAPITALS) and any Table of Contents are solely for convenience of reference; do not constitute a
part of the instrument in which included; and do not affect such instrument’s meaning, construction, or effect. 
 (e) The
words “includes” and “including” are not limiting. 

  
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 (f) Text which follows the words “including, without limitation” (or similar
words) is illustrative and not limitational. 
 (g) Text which is shown in italics (except for parenthesized italicized
text), shown in bold, shown IN ALL CAPITAL LETTERS, or in any combination of the foregoing, shall be deemed to be conspicuous. 
 (h) The words “may not” are prohibitive and not permissive. 
 (i) Any
reference to a Person’s “knowledge” (or words of similar import) are to such Person’s knowledge assuming that such Person has undertaken reasonable and diligent investigation with respect to the subject of such
“knowledge” (whether or not such investigation has actually been undertaken). 
 (j) Terms which are defined in one
section of any Loan Document are used with such definition throughout the instrument in which so defined. 
 (k)
“Dollars” and the symbol “$” refers to United States Dollars. 
 (l) Unless limited by reference to a
particular Section or provision, any reference to “herein”, “hereof”, or “within” is to the entire Loan Document in which such reference is made. 
 (m) References to “this Agreement” or to any other Loan Document is to the subject instrument as amended to the date on which application of such reference is being made. 

(n) Except as otherwise specifically provided, all references to time are to Boston time. 

(o) In the determination of any notice, grace, or other period of time prescribed or allowed hereunder: 

(i) Unless otherwise provided (I) the day of the act, event, or default from which the designated period of time
begins to run shall not be included and the last day of the period so computed shall be included unless such last day is not a Business Day, in which event the last day of the relevant period shall be the then next Business Day and (II) the period
so computed shall end at 5:00 PM on the relevant Business Day. 
 (ii) The word “from” means “from
and including”. 
 (iii) The words “to” and “until” each mean “to, but
excluding”. 
 (iv) The word “through” means “to and including”. 

(p) The Loan Documents shall be construed and interpreted in a harmonious manner and in keeping with the intentions set forth in
Section 19.14 hereof; provided, however, in the event of any inconsistency between the provisions of this Agreement and any other Loan Document, the provisions of this Agreement shall govern and control. 

  
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 19.14. INTENT. It is intended that: 

(a) This Agreement take effect as a sealed instrument. 
 (b) The scope of all Collateral Interests created by any Loan Party to secure the Liabilities be broadly construed in favor of the Administrative Agent and that they cover all assets of each Loan Party.

 (c) All Collateral Interests created in favor of the Collateral Agent at any time and from time to time by any Loan Party
secure all Liabilities, whether now existing or contemplated or hereafter arising. 
 (d) All reasonable costs, expenses, and
disbursements incurred by any Agent, and, to the extent provide in Section 19.9 each Revolving Credit Lender, in connection with such Person’s relationship(s) with any Loan Party shall be borne by the Loan Parties. 

(e) Unless otherwise explicitly provided herein, the Administrative Agent’s consent to any action of any Loan Party which is
prohibited unless such consent is given may be given or refused by the Administrative Agent in its discretion or reasonable discretion, as applicable, and without reference to Section 2.17 hereof. 

19.15. PARTICIPATIONS. Each Revolving Credit Lender may sell participations to one or more financial
institutions (each, a “Participant”) in that Revolving Credit Lender’s interests herein, provided that no such participation shall include any provision which accords that Participant with any rights, vis a
vis any Agent, with respect to any requirement herein for approval by a requisite number or proportion of the Revolving Credit Lenders. No such sale of a participation shall relieve a Revolving Credit Lender from that Revolving Credit
Lender’s obligations hereunder nor obligate any Agent to any Person other than a Revolving Credit Lender. 
 19.16.
RIGHT OF SET-OFF. Any and all deposits or other sums at any time credited by or due to any Loan Party from any Agent or any Revolving Credit Lender or any Participant or from any
Affiliate of any of the foregoing, and any cash, securities, instruments or other property of any Loan Party in the possession of any of the foregoing, whether for safekeeping or otherwise (regardless of the reason such Person had received the same)
to the extent permitted by law, shall at all times constitute security for all Liabilities and for any and all obligations of each Loan Party to each Agent and such Revolving Credit Lender or any Participant or such Affiliate and following the
occurrence of an Event of Default may be applied or set off against the Liabilities and against such obligations at any time, whether or not such are then due and whether or not other collateral is then available to any Agent or that Revolving
Credit Lender. 

  
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 19.17. PLEDGES TO FEDERAL
RESERVE BANKS. Nothing included in this Agreement shall prevent or limit any Revolving Credit Lender, to the extent that such Revolving Credit Lender is subject to any of the twelve Federal Reserve Banks organized
under §4 of the Federal Reserve Act (12 U.S.C. §341) from pledging all or any portion of that Revolving Credit Lender’s interest and rights under this Agreement; provided, however, neither such pledge nor the enforcement
thereof shall release the pledging Revolving Credit Lender from any of its obligations hereunder or under any of the Loan Documents. 
 19.18. MAXIMUM INTEREST RATE. Regardless of any provision of any Loan Document, neither any Agent nor any Revolving Credit Lender shall be entitled to
contract for, charge, receive, collect, or apply as interest on any Liability, any amount in excess of the maximum rate imposed by Applicable Law. Any payment which is made which, if treated as interest on a Liability would result in such
interest’s exceeding such maximum rate shall be held, to the extent of such excess, as additional collateral for the Liabilities as if such excess were “Collateral.” 

19.19. WAIVERS. 
 (a) The Borrowers’ Representative and each Loan Party (and all guarantors, endorsers, and sureties of the Liabilities) make each of the waivers included in Section 19.19(b), below,
knowingly, voluntarily, and intentionally, and understands that each Agent and each Revolving Credit Lender, in establishing the facilities contemplated hereby and in providing loans and other financial accommodations to or for the account of the
Loan Parties as provided herein, whether not or in the future, is relying on such waivers. 
 (b) THE BORROWERS’
REPRESENTATIVE, EACH LOAN PARTY, AND EACH SUCH GUARANTOR, ENDORSER, AND SURETY RESPECTIVELY WAIVES THE FOLLOWING: 
 (i) Except as otherwise specifically required hereby, notice of non-payment, demand, presentment, protest and all forms of demand and notice, both with respect to the Liabilities and the Collateral.

 (ii) Except as otherwise specifically required hereby or under applicable law, the right to notice and/or
hearing prior to an Agent’s exercising of that Agent’s rights upon default. 
 (iii) THE RIGHT TO A
JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH ANY AGENT OR ANY REVOLVING CREDIT LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST ANY AGENT OR ANY REVOLVING CREDIT LENDER OR IN WHICH ANY AGENT OR
ANY 

  
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REVOLVING CREDIT LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN RESPECT OF, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWERS’ REPRESENTATIVE, ANY
LOAN PARTY OR ANY OTHER PERSON AND THE AGENT AND EACH REVOLVING CREDIT LENDER LIKEWISE WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY). 

(iv) Except for manifest error, any defense, counterclaim, set-off, recoupment, or other basis on which the amount of any
Liability, as stated on the books and records of the Administrative Agent or any Revolving Credit Lender, could be reduced or claimed to be paid otherwise than in accordance with the tenor of and written terms of such Liability. 

(v) Any claim to consequential, special, or punitive damages. 

19.20. ADDITIONAL WAIVERS. 
 (a) The Liabilities are the joint and several obligations of each Borrower. To the fullest extent permitted by Applicable Law, the obligations of each Borrower hereunder shall not be affected by
(i) the failure of any Agent or any Revolving Credit Lender to assert any claim or demand or to enforce or exercise any right or remedy against any other Borrower under the provisions of this Agreement, any other Loan Document or otherwise,
(ii) any rescission, waiver, or any release of the obligations of any other Borrower from any of the terms or provisions of, this Agreement, any other Loan Document, or any other agreement, or (iii) the failure to perfect any security
interest in, or the release of, any of the security held by or on behalf of the Collateral Agent or any Revolving Credit Lender. 
 (b) The obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of any Agent or any Revolving Credit Lender to assert any claim or demand or to
enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any default, failure or delay, willful or otherwise, in the performance of the Liabilities, or by any other act or omission that may or might in any manner
or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the indefeasible payment in full in cash of all the Liabilities). 

(c) To the fullest extent permitted by Applicable Law, each Borrower waives any defense based on or arising out of any defense of any
other Borrower or the unenforceability of the Liabilities or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, other than the indefeasible payment in full in cash of all the Liabilities. The
Collateral Agent and the Revolving Credit Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure,
compromise 

  
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or adjust any part of the Liabilities, make any other accommodation with any other Borrower, or exercise any other right or remedy available to them against any other Borrower, without affecting
or impairing in any way the liability of any Borrower hereunder except to the extent that all the Liabilities have been indefeasibly paid in full in cash. Pursuant to Applicable Law, each Borrower waives any defense arising out of any such election
even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Borrower against any other Borrower, as the case may be, or any security.

 (d) Upon payment by any Borrower of any Liabilities, all rights of such Borrower against any other Borrower arising as a
result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Liabilities. In
addition, any indebtedness of any Borrower now or hereafter held by any other Borrower is hereby subordinated in right of payment to the prior payment in full of the Liabilities. None of the Borrowers will demand, sue for, or otherwise attempt to
collect any such indebtedness. If any amount shall erroneously be paid to any Borrower on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Borrower, such amount
shall be held in trust for the benefit of the Agent and the Revolving Credit Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Liabilities, whether matured or unmatured, in accordance with the
terms of the Loan Documents. 
 19.21. REPLACEMENT OF REVOLVING
CREDIT LENDERS. 
 (a) If any Revolving Credit Lender (i) is a Deteriorating Revolving
Credit Lender or a Delinquent Revolving Credit Lender or (ii) requests compensation under Section 2.19(c) or Section 19.8, then the Borrowers’ Representative may, at its sole expense and effort, upon notice to such
Revolving Credit Lender and the Administrative Agent, require such Revolving Credit Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,
Section 16.2), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Revolving Credit Lender, if a Revolving
Credit Lender accepts such assignment), provided that: 
 (i) the Borrowers shall have paid to the
Administrative Agent the assignment fee specified in Section 16.2(b); 
 (ii) such Revolving Credit
Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); and 

  
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 (iii) such assignment does not conflict with Applicable Law. 

A Revolving Credit Lender shall not be required to make any such assignment or delegation if, prior thereto, the circumstances entitling
the Borrowers to require such assignment and delegation cease to apply. Each Revolving Credit Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on
behalf of such Revolving Credit Lender, as assignor, any Assignment and Acceptance or other agreement necessary to effectuate any assignment of such Revolving Credit Lender’s interests hereunder in the circumstances contemplated by this
Section 19.21 in the event any such Revolving Credit Lender fails to execute the agreements required under Article 16 in connection with an assignment pursuant to this Section 19.21, and any such agreements so executed
by the assignee and Administrative Agent shall be effective for purposes of this Section 19.21 and for Article 16. 
 (b) In the event that such Revolving Credit Lender fails to deliver to the Administrative Agent the Revolving Credit Note held by such Revolving Credit Lender (or a lost note affidavit containing
customary indemnification provisions), then: 
 (i) Unless otherwise approved by the Borrowers’
Representative and the Administrative Agent, the amounts otherwise to be paid to such Revolving Credit Lender as described above shall be paid to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to
such Revolving Credit Lender upon delivery of the Revolving Credit Note (or a lost note affidavit containing customary indemnification provisions) held by such Revolving Credit Lender. 

(ii) The Revolving Credit Note held by such Revolving Credit Lender shall have no force or effect whatsoever. 

(iii) Such Revolving Credit Lender shall cease to be a “Revolving Credit Lender”. 

(iv) The assignee shall have succeeded to all rights and become subject to all of the obligations of such Revolving
Credit Lender as “Revolving Credit Lender”. 
 19.22. PATRIOT ACT
NOTICE. Each Revolving Credit Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Revolving Credit Lender) hereby notifies the Loan Parties that, pursuant to the requirements
of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Revolving Credit Lender or the
Administrative Agent, as applicable, to identify each Loan Party in accordance with the Patriot Act. 

  
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 19.23. COUNTERPARTS; INTEGRATION;
EFFECTIVENESS. 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. This Agreement 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. Except as provided in Article 3, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, pdf or other electronic transmission shall be as effective as delivery of a manually executed
counterpart of this Agreement. 
 19.24. EXISTING LOAN AGREEMENT
AMENDED AND RESTATED. Upon satisfaction of the conditions precedent to the effectiveness of this Agreement, (a) this Agreement shall amend and restate the Existing Loan Agreement in its entirety
(except to the extent that definitions from the Existing Loan Agreement are incorporated herein by reference) and (b) the rights and obligations of the parties under the Existing Loan Agreement shall be subsumed within, and be governed by, this
Agreement; provided, however, that the Borrowers hereby agree that (i) the L/Cs outstanding under, and as defined in, the Existing Loan Agreement on the Closing Date shall be L/Cs outstanding hereunder, and (ii) all
Liabilities of the Loan Parties under, and as defined in, the Existing Loan Agreement shall remain outstanding, shall constitute continuing Liabilities secured by the Collateral, and this Agreement shall not be deemed to evidence or result in a
novation or repayment and reborrowing of such obligations and other liabilities. 
 [SIGNATURE PAGES FOLLOW] 

  
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	THE BORROWERS’ REPRESENTATIVE:
	
	CASUAL MALE RETAIL GROUP, INC.
		
	By:	 	/s/ Dennis R. Hernreich
	Name:	 	Dennis R. Hernreich
	Title:	 	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary
	
	BORROWERS:
	
	CASUAL MALE RETAIL GROUP, INC.
		
	By:	 	/s/ Dennis R. Hernreich
	Name:	 	Dennis R. Hernreich
	Title:	 	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary
	
	CMRG APPAREL, LLC
		
	By:	 	/s/ Dennis R. Hernreich
	Name:	 	Dennis R. Hernreich
	Title:	 	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary



  
 S-1









  

			
	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
	
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Kahtleen A. Dimock
	Name:	 	Kathleen A. Dimock
	Title:	 	Managing Director
	
	THE REVOLVING CREDIT LENDERS:
	
	BANK OF AMERICA, N.A.
	(REVOLVING CREDIT LENDER)
		
	By	 	/s/ Kahtleen A. Dimock
	Name:	 	Kathleen A. Dimock
	Title:	 	Managing Director



  
 S-2









  

			
	PNC BANK, NATIONAL ASSOCIATION
	(REVOLVING CREDIT LENDER)
		
	By:	 	/s/ Dean Newman
	Name:	 	Dean Newman
	Title:	 	Relationship Manager



  
 S-3









  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	(REVOLVING CREDIT LENDER)
	
	By:     /s/ Connie Lin
	Name:     Connie Lin
	Title:       Vice President



  
 S-4









  

			
	JPMORGAN CHASE BANK, N.A.
	(REVOLVING CREDIT LENDER)
	
	By:         /s/ Kelly G. Maier
	Name:     Kelly G. Maier
	Title:       Vice President


 1247018.10 

  
 S-5









 Exhibit 1.0(a) 

Casual Male Companies 
  

			
	 NAME
	  	 FEDERAL ID

	Casual Male Retail Group, Inc.	  	04-2623104
	Casual Male CANADA Inc.	  	BN 86224-0074
	CMRG Apparel, LLC	  	02-0525277
	Casual Male Store, LLC	  	20-1627444
	Capture, LLC	  	33-1003155
	Casual Male Retail Store, LLC	  	20-1628392
	Casual Male Direct, LLC	  	20-1628414
	Casual Male RBT, LLC	  	20-1653061
	Casual Male RBT (U.K.) LLC	  	20-1653147
	Think Big Products LLC	  	20-5572744
	Canton PL Liquidating Corp.	  	13-4222128
	Casual Male (EUROPE) LLC	  	26-0854419
	CMRG Holdco, LLC	  	26-1530177
	CMRG Apparel Management, Inc.	  	26-1530263
	CMXL Apparel, LP	  	26-1530365








 EXHIBIT 1.0(a) 

CASUAL MALE COMPANIES 

	
	
 












 Exhibit 1.0(b) 

Guarantors 
  

			
	 NAME
	  	 FEDERAL ID

	 Casual Male CANADA Inc.
	  	BN 86224-0074
	 Casual Male Store, LLC
	  	20-1627444
	 Capture, LLC
	  	33-1003155
	 Casual Male Retail Store, LLC
	  	20-1628392
	 Casual Male Direct, LLC
	  	20-1628414
	 Casual Male RBT, LLC
	  	20-1653061
	 Casual Male RBT (U.K.) LLC
	  	20-1653147
	 Think Big Products LLC
	  	20-5572744
	 Canton PL Liquidating Corp.
	  	13-4222128
	 Casual Male (EUROPE) LLC
	  	26-0854419
	 CMRG Holdco, LLC
	  	26-1530177
	 CMRG Apparel Management, Inc.
	  	26-1530263
	 CMXL Apparel, LP
	  	26-1530365








 Exhibit 1.1 

Permitted Encumbrances 
  

															
	 Debtor Name
	  	 Jurisdiction
	  	 Type
	  	 File Date
	  	 File No.
	  	 Secured Party Name
	  	 Status
	  	 Description

								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	08/03/04	  	42171181	  	NMHG Financial Services, Inc.	  	Active	  	Sweeper/Scrubber
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	04/13/05	  	51144345	  	Siemens Financial Services, Inc.	  	Active	  	RapidSORT Controller
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	09/21/05	  	52915453	  	De Lage Landen Financial Services, Inc.	  	Active	  	DMX2000 for AS400 System
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	09/22/05	  	52937432	  	Xerox Corporation	  	Active	  	Color Copier
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	12/01/05	  	53712156	  	Cisco Systems Capital Corporation	  	Active	  	Routers and Ethernet Computer Networking and Telecommunications Equipment
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	05/01/06	  	61457340	  	IOS Capital	  	Active	  	Copiers/Scanners/Fax
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	08/07/07	  	3172516	  	Banc of America Leasing & Capital, LLC	  	Active	  	Store equipment and fixtures, signage, distribution equipment and POS Equipment
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	09/11/07	  	3439402	  	IKON Financial Services	  	Active	  	IKON (Generic) CPP650 Copier & Canon IR 5000
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	09/11/07	  	3447181	  	IKON Financial Services	  	Active	  	Copier/Scanner









															
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	12/28/07	  	4907001	  	De Lage Landen Financial Services, Inc.	  	Active	  	Clarion CX500 and Celerra NS502G-FD Storage Devices
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	01/16/08	  	0202315	  	Banc of America Leasing & Capital, LLC	  	Active	  	Store equipment and fixtures, signage, distribution equipment and POS Equipment
								
	Casual Male Retail Group, Inc.	  	Delaware	  	UCC-1	  	02/04/09	  	0385184	  	IBM Credit LLC	  	Active	  	IBM Value Plan Lease Reseller Software, Value Plan Lease Optical Storage Device








 Exhibit 2.8 

 
  
 AMENDED AND RESTATED SWINGLINE NOTE 
  

 
  

					
	$15,000,000.00	 		 	November 10, 2010
			
		 		 	Boston, Massachusetts

 FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”) jointly and severally promise to pay to the order of BANK OF AMERICA,
N.A., a national banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110 (with any subsequent holder, the “SwingLine Lender”), the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000.00) or, if less, the aggregate unpaid
principal balance of loans and advances made to the Borrowers pursuant to the SwingLine established pursuant to the Sixth Amended and Restated Loan and Security Agreement of even date herewith (as amended, modified, supplemented or restated and in
effect from time to time, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as Administrative Agent and as Collateral Agent (with any successor
in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders, and the Revolving Credit Lenders, on the one hand, and each of the Borrowers, on the other hand, with interest at the rate and payable in the manner stated
therein. This Amended and Restated SwingLine Note replaces in full that certain SwingLine Note dated December 28, 2006, made payable to Bank of America, N.A. as SwingLine Lender thereunder from the Borrowers. 

This Amended and Restated SwingLine Note is the “SwingLine Note” to which reference is made in the Loan Agreement and is
subject to all terms and provisions thereof. Terms used herein which are defined in the Loan Agreement are used as so defined. 

The Administrative Agent’s books and records concerning loans and advances pursuant to the SwingLine, the accrual of interest
thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder. 
 The
principal of, and interest on, this SwingLine Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein. 
 No delay or omission by the Administrative Agent or the SwingLine Lender in exercising or enforcing any of their respective powers, rights, privileges, remedies, or discretions hereunder shall operate as
a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver. 

The Borrowers, and each endorser and guarantor of this SwingLine Note, respectively waives presentment, demand, notice, and protest, and
also waives any delay on the part of the 







 
holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent with respect to
this SwingLine Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this SwingLine Note.

 This SwingLine Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective
heirs, successors, assigns, and representatives, and shall inure to the benefit of the SwingLine Lender and its successors, endorsees, and assigns. 
 The liabilities of each Borrower, and of any endorser or guarantor of this SwingLine Note, are joint and several; provided, however, the release by the SwingLine Lender or the Administrative
Agent of any one or more such Persons, endorsers or guarantors shall not release any other Person obligated on account of this SwingLine Note. Each reference in this SwingLine Note to each Borrower, any endorser, and any guarantor, is to such Person
individually and also to all such Persons jointly. No Person obligated on account of this SwingLine Note may seek contribution from any other Person also obligated unless and until all Liabilities, obligations and indebtedness to the SwingLine
Lender of the Person from whom contribution is sought have been satisfied in full. 
 This SwingLine Note is delivered at the
offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument. 

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the
SwingLine Lender in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this SwingLine Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR
FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE SWINGLINE LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE
ADMINISTRATIVE AGENT AND/OR THE SWINGLINE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR THE SWINGLINE LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE SWINGLINE LENDER
IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR THE SWINGLINE LENDER. 

[Signatures on Next Page] 

  
 2 








  

									
		 		 	The Borrowers:
			
	Witness:	 		 	CASUAL MALE RETAIL GROUP, INC.
				
		 		 	By	 	/s/ Dennis R. Hernreich
		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ James W. Caffarella
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 	Chief Financial Officer, Treasurer and Secretary
			
	Witness:	 		 	CMRG APPAREL, LLC
				
		 		 	By:	 	/s/ Dennis R. Hernreich
		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ Kathleen E. Lehmann
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 	Chief Financial Officer, Treasurer and Secretary


1250979.2 

  
 3 








 EXHIBIT 2.10 

 
  
 AMENDED AND RESTATED REVOLVING CREDIT NOTE 
  

 
  

			
	$17,500,000.00	 	November     , 2010
		
		 	Boston, Massachusetts

 FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of WELLS FARGO BANK,
NATIONAL ASSOCIATION (hereinafter, with any subsequent holders, the “Revolving Credit Lender”), c/o Bank of America, N.A., a national banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal sum of
SEVENTEEN MILLION FIVE HUNDRED THOUSAND AND  00/100 Dollars ($17,500,000.00) or, if less, the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Sixth Amended and Restated Loan and
Security Agreement dated as of November     , 2010 (as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”) between Bank of America, N.A., a national
banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit
Lenders, and the Revolving Credit Lenders, on the one hand, and each of the Borrowers, on the other hand, with interest at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full the
Amended and Restated Revolving Credit Note(s) held by the Revolving Credit Lender and issued in connection with the Existing Loan Agreement. 
 This Amended and Restated Revolving Credit Note is a “Revolving Credit Note” to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. Terms used
herein which are defined in the Loan Agreement are used as so defined. 
 The principal of, and interest on, this Revolving
Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein. 
 The
Administrative Agent’s books and records concerning loans and advances pursuant to the Revolving Credit Facility, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness
hereunder. Each of the Borrowers shall be bound by and obligated on account of any increase or decrease in the amount of the holder’s Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this
Revolving Credit Note. 
 No delay or omission by the Administrative Agent or the Revolving Credit Lender in exercising or
enforcing any of the Administrative Agent’s or the Revolving Credit Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any
default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver. 







 The Borrowers, and each endorser and guarantor of this Revolving Credit Note, respectively
waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by
the Administrative Agent with respect to this Revolving Credit Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other
Person obligated on account of this Revolving Credit Note. 
 This Revolving Credit Note shall be binding upon each Borrower,
and each endorser and guarantor hereof, and upon their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the Revolving Credit Lender and its successors, endorsees, and assigns. 

The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Credit Note, are joint and several; provided,
however, the release by the Administrative Agent or the Revolving Credit Lender of any one or more such Persons, endorsers or guarantors shall not release any other Person obligated on account of this Revolving Credit Note. Each reference in
this Revolving Credit Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. No Person obligated on account of this Revolving Credit Note may seek contribution from any other
Person also obligated unless and until all Liabilities, obligations and indebtedness to the Revolving Credit Lender of the Person from whom contribution is sought have been satisfied in full. 

This Revolving Credit Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the
laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument. 
 Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Revolving Credit Lender, in the establishment and maintenance of
their respective relationship with the Borrowers contemplated by this Revolving Credit Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR
ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE REVOLVING CREDIT LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER
IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER IS JOINED AS A PARTY LITIGANT),
WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER. 

[Remainder of page left intentionally blank] 

  
 2 








  

									
	 	 	 	 	The Borrowers:
			
	Witness:	 		 	CASUAL MALE RETAIL GROUP, INC.
				
		 		 	By	 	 /s/ Dennis R. Hernreich

		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ James Caffarella
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 	Chief Financial Officer, Treasurer and Secretary
			
	Witness:	 		 	CMRG APPAREL, LLC
				
		 		 	By	 	 /s/ Dennis R. Hernreich

		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ Kathleen E. Lehmann
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 		 	Chief Financial Officer, Treasurer and Secretary

 1250966.2


  
 3 








  
  

AMENDED AND RESTATED REVOLVING CREDIT NOTE 
  

 
  

			
	$17,500,000.00	 	November     , 2010
		
		 	Boston, Massachusetts

 FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of JPMORGAN CHASE
BANK, N.A. (hereinafter, with any subsequent holders, the “Revolving Credit Lender”), c/o Bank of America, N.A., a national banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal sum of SEVENTEEN
MILLION FIVE HUNDRED THOUSAND
AND  00/100 Dollars ($17,500,000.00) or,
if less, the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Sixth Amended and Restated Loan and Security Agreement dated as of November     ,
2010 (as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as Administrative Agent
and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders, and the Revolving Credit Lenders, on the one hand, and each of the Borrowers, on the other hand, with
interest at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full the Amended and Restated Revolving Credit Note(s) held by the Revolving Credit Lender and issued in connection with the
Existing Loan Agreement. 
 This Amended and Restated Revolving Credit Note is a “Revolving Credit Note” to
which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. Terms used herein which are defined in the Loan Agreement are used as so defined. 

The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to
acceleration as provided therein. 
 The Administrative Agent’s books and records concerning loans and advances pursuant to
the Revolving Credit Facility, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder. Each of the Borrowers shall be bound by and obligated on account of any
increase or decrease in the amount of the holder’s Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this Revolving Credit Note. 

No delay or omission by the Administrative Agent or the Revolving Credit Lender in exercising or enforcing any of the Administrative
Agent’s or the Revolving Credit Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a
waiver of any other default hereunder, nor as a continuing waiver. 







 The Borrowers, and each endorser and guarantor of this Revolving Credit Note, respectively
waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by
the Administrative Agent with respect to this Revolving Credit Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other
Person obligated on account of this Revolving Credit Note. 
 This Revolving Credit Note shall be binding upon each Borrower,
and each endorser and guarantor hereof, and upon their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the Revolving Credit Lender and its successors, endorsees, and assigns. 

The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Credit Note, are joint and several; provided,
however, the release by the Administrative Agent or the Revolving Credit Lender of any one or more such Persons, endorsers or guarantors shall not release any other Person obligated on account of this Revolving Credit Note. Each reference in
this Revolving Credit Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. No Person obligated on account of this Revolving Credit Note may seek contribution from any other
Person also obligated unless and until all Liabilities, obligations and indebtedness to the Revolving Credit Lender of the Person from whom contribution is sought have been satisfied in full. 

This Revolving Credit Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the
laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument. 
 Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Revolving Credit Lender, in the establishment and maintenance of
their respective relationship with the Borrowers contemplated by this Revolving Credit Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR
ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE REVOLVING CREDIT LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER
IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER IS JOINED AS A PARTY LITIGANT),
WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER. 

[Remainder of page left intentionally blank] 

  
 2 








  

									
	 	 	 	 	The Borrowers:
			
	Witness:	 		 	CASUAL MALE RETAIL GROUP, INC.
				
		 		 	By	 	 /s/ Dennis R. Hernreich

		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ James Caffarella
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 	Chief Financial Officer, Treasurer and Secretary
			
	Witness:	 		 	CMRG APPAREL, LLC
				
		 		 	By	 	 /s/ Dennis R. Hernreich

		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ Kathleen E. Lehmann
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 		 	Chief Financial Officer, Treasurer and Secretary

 1250966.2


  
 3 








  
  

AMENDED AND RESTATED REVOLVING CREDIT NOTE 
  

 
  

			
	$17,500,000.00	 	November     , 2010
		
		 	Boston, Massachusetts

 FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of PNC BANK,
NATIONAL ASSOCIATION (hereinafter, with any subsequent holders, the “Revolving Credit Lender”), c/o Bank of America, N.A., a national banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal sum of SEVENTEEN
MILLION FIVE HUNDRED THOUSAND
AND  00/100 Dollars ($17,500,000.00) or,
if less, the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Sixth Amended and Restated Loan and Security Agreement dated as of November     ,
2010 (as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as Administrative Agent
and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders, and the Revolving Credit Lenders, on the one hand, and each of the Borrowers, on the other hand, with
interest at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full the Amended and Restated Revolving Credit Note(s) held by the Revolving Credit Lender and issued in connection with the
Existing Loan Agreement. 
 This Amended and Restated Revolving Credit Note is a “Revolving Credit Note” to
which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. Terms used herein which are defined in the Loan Agreement are used as so defined. 

The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to
acceleration as provided therein. 
 The Administrative Agent’s books and records concerning loans and advances pursuant to
the Revolving Credit Facility, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder. Each of the Borrowers shall be bound by and obligated on account of any
increase or decrease in the amount of the holder’s Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this Revolving Credit Note. 

No delay or omission by the Administrative Agent or the Revolving Credit Lender in exercising or enforcing any of the Administrative
Agent’s or the Revolving Credit Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a
waiver of any other default hereunder, nor as a continuing waiver. 







 The Borrowers, and each endorser and guarantor of this Revolving Credit Note, respectively
waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by
the Administrative Agent with respect to this Revolving Credit Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other
Person obligated on account of this Revolving Credit Note. 
 This Revolving Credit Note shall be binding upon each Borrower,
and each endorser and guarantor hereof, and upon their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the Revolving Credit Lender and its successors, endorsees, and assigns. 

The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Credit Note, are joint and several; provided,
however, the release by the Administrative Agent or the Revolving Credit Lender of any one or more such Persons, endorsers or guarantors shall not release any other Person obligated on account of this Revolving Credit Note. Each reference in
this Revolving Credit Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. No Person obligated on account of this Revolving Credit Note may seek contribution from any other
Person also obligated unless and until all Liabilities, obligations and indebtedness to the Revolving Credit Lender of the Person from whom contribution is sought have been satisfied in full. 

This Revolving Credit Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the
laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument. 
 Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Revolving Credit Lender, in the establishment and maintenance of
their respective relationship with the Borrowers contemplated by this Revolving Credit Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR
ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE REVOLVING CREDIT LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER
IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER IS JOINED AS A PARTY LITIGANT),
WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER. 

[Remainder of page left intentionally blank] 

  
 2 








  

									
	 	 	 	 	The Borrowers:
			
	Witness:	 		 	CASUAL MALE RETAIL GROUP, INC.
				
		 		 	By	 	 /s/ Dennis R. Hernreich

		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ James Caffarella
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 	Chief Financial Officer, Treasurer and Secretary
			
	Witness:	 		 	CMRG APPAREL, LLC
				
		 		 	By	 	 /s/ Dennis R. Hernreich

		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ Kathleen E. Lehmann
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 		 	Chief Financial Officer, Treasurer and Secretary

 1250966.2


  
 3 








  
  

AMENDED AND RESTATED REVOLVING CREDIT NOTE 
  

 
  

			
	$22,500,000.00	 	November     , 2010
		
		 	Boston, Massachusetts

 FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), jointly and severally promise to pay to the order of BANK OF AMERICA,
N.A. (hereinafter, with any subsequent holders, the “Revolving Credit Lender”), c/o Bank of America, N.A., a national banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal sum of TWENTY-TWO
MILLION FIVE HUNDRED THOUSAND
AND  00/100 Dollars ($22,500,000.00) or,
if less, the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of the Borrowers pursuant to the Sixth Amended and Restated Loan and Security Agreement dated as of November     ,
2010 (as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”) between Bank of America, N.A., a national banking association having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as Administrative Agent
and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Revolving Credit Lenders, and the Revolving Credit Lenders, on the one hand, and each of the Borrowers, on the other hand, with
interest at the rate and payable in the manner stated therein. This Amended and Restated Revolving Credit Note replaces in full the Amended and Restated Revolving Credit Note(s) held by the Revolving Credit Lender and issued in connection with the
Existing Loan Agreement. 
 This Amended and Restated Revolving Credit Note is a “Revolving Credit Note” to
which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. Terms used herein which are defined in the Loan Agreement are used as so defined. 

The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to
acceleration as provided therein. 
 The Administrative Agent’s books and records concerning loans and advances pursuant to
the Revolving Credit Facility, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder. Each of the Borrowers shall be bound by and obligated on account of any
increase or decrease in the amount of the holder’s Revolving Credit Dollar Commitment notwithstanding that such increase or decrease may not be reflected on this Revolving Credit Note. 

No delay or omission by the Administrative Agent or the Revolving Credit Lender in exercising or enforcing any of the Administrative
Agent’s or the Revolving Credit Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a
waiver of any other default hereunder, nor as a continuing waiver. 







 The Borrowers, and each endorser and guarantor of this Revolving Credit Note, respectively
waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by
the Administrative Agent with respect to this Revolving Credit Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other
Person obligated on account of this Revolving Credit Note. 
 This Revolving Credit Note shall be binding upon each Borrower,
and each endorser and guarantor hereof, and upon their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the Revolving Credit Lender and its successors, endorsees, and assigns. 

The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Credit Note, are joint and several; provided,
however, the release by the Administrative Agent or the Revolving Credit Lender of any one or more such Persons, endorsers or guarantors shall not release any other Person obligated on account of this Revolving Credit Note. Each reference in
this Revolving Credit Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. No Person obligated on account of this Revolving Credit Note may seek contribution from any other
Person also obligated unless and until all Liabilities, obligations and indebtedness to the Revolving Credit Lender of the Person from whom contribution is sought have been satisfied in full. 

This Revolving Credit Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the
laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument. 
 Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Revolving Credit Lender, in the establishment and maintenance of
their respective relationship with the Borrowers contemplated by this Revolving Credit Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY GUARANTOR OR
ENDORSER OF THAT BORROWER OR OF ANY OTHER PERSON LIABLE TO THE REVOLVING CREDIT LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER
IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER IS JOINED AS A PARTY LITIGANT),
WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER, ANY SUCH PERSON, AND THE ADMINISTRATIVE AGENT AND/OR THE REVOLVING CREDIT LENDER. 

[Remainder of page left intentionally blank] 

  
 2 








  

									
	 	 	 	 	The Borrowers:
			
	Witness:	 		 	CASUAL MALE RETAIL GROUP, INC.
				
		 		 	By	 	 /s/ Dennis R. Hernreich

		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ James Caffarella
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 	Chief Financial Officer, Treasurer and Secretary
			
	Witness:	 		 	CMRG APPAREL, LLC
				
		 		 	By	 	 /s/ Dennis R. Hernreich

		 		 		 	Name:	 	Dennis R. Hernreich
	 /s/ Kathleen E. Lehmann
	 		 		 	Title:	 	Executive Vice President, Chief Operating Officer,
		 		 		 		 	Chief Financial Officer, Treasurer and Secretary

 1250966.2


  
 3 








 EXHIBIT 2.23 
 Revolving Credit Lenders’ Commitments 
  

									
	 Revolving Credit Lender
	  	Revolving Credit
Dollar Commitment	 	  	Revolving Credit
Percentage
Commitment	 
	 Bank of America, N.A.
	  	$	22,500,000	  	  	 	30.000000000	% 
			
	 PNC Bank, National Association
	  	$	17,500,000	  	  	 	23.333333333	% 
			
	 JPMorgan Chase Bank, N.A.
	  	$	17,500,000	  	  	 	23.333333333	% 
			
	 Wells Fargo Bank, National Association
	  	$	17,500,000	  	  	 	23.333333333	% 
			
	 Total
	  	$	75,000,000	  	  	 	100	% 








 Exhibit 3.8(b) 

Existing Defaults under Material Contracts 
 None. 







 Exhibit 4.2 

Loan Parties’ Information 
  

					
	                        Name	  	Jurisdiction of Organization	  	Federal Tax ID #
			
	 Casual Male Retail Group, Inc.
	  	Delaware	  	04-2623104
			
	 CMRG Apparel, LLC
	  	Delaware	  	02-0525277
			
	 Casual Male RBT, LLC
	  	Delaware	  	20-1653061
			
	 Casual Male RBT (U.K.) LLC
	  	Delaware	  	20-1653147
			
	 Casual Male CANADA Inc.
	  	Ontario, Canada	  	BN 86224-0074
			
	 Capture, LLC
	  	Virginia	  	33-1003155
			
	 Casual Male Store, LLC
	  	Delaware	  	20-1627444
			
	 Casual Male Retail Store, LLC
	  	Delaware	  	20-1628392
			
	 Casual Male Direct, LLC
	  	Delaware	  	20-1628414
			
	 Think Big Products LLC
	  	Delaware	  	20-5572744
			
	 Canton PL Liquidating Corp.
	  	Nevada	  	13-4222128
			
	 Casual Male (Europe) LLC
	  	Delaware	  	26-0854419
			
	 CMRG Holdco, LLC
	  	Delaware	  	26-1530177
			
	 CMRG Apparel Management, Inc.
	  	Delaware	  	26-1530263
			
	 CMXL Apparel, LP
	  	Delaware	  	26-153065
			
	 CMRG Global Holdings, Ltd.
	  	Cayman Islands	  	TR-208869
			
	 CMRG Europe B.V.
	  	Netherlands	  	NL8194.91.524.B01








 EXHIBIT 4.3 

TRADE NAMES 
  

	(a)(i)	The following is a list of all names under which any Loan Party conducted business during the five (5) years preceding the date of this Agreement:


  

			
	 TRADE NAMES USED BY CASUAL MALE RBT, LLC & CASUAL MALE RBT (U.K.) LLC **

 
 Rochester Big & Tall Clothing (07/01/74 – Pres.)

Rochester Clothing Co. (01/02/57 – 07/01/74)

Rochester Big & Tall (07/01/74 – Pres.)

Rochester Sport (not used)
 California Big &
Tall (not used)
 Rochester Big & Tall Newark Park, Inc. *
 Rochester Big & Tall Stevens Creek, Inc. *
  

*       In use until (circa) July 1991

**     By way of assignment pursuant to acquisition of Rochester Big & Tall Clothing
on 10/29/04
  
 TRADE NAMES ACQUIRED FROM INTELLIGENT TECHNOLOGIES,
INC. d/b/a “SUPERSIZEWORLD” *
  
 SuperSizeWorld (10/18/06
– 10/31/06) **
 Big Lou Toilet Seat (not used)
 MegaBand (not used)
 MegaTowel (not used)
 SuperSize Towel (not used)
 SuperValue Towel (not used)

MegaHanger (not used)
 Hangerzilla (not
used)
  

*       By way of assignment pursuant to acquisition of supersizeworld.com
business of Intelligent Technologies, Inc. on 10/18/06
 **     The business
and operations of SuperSizeWorld is conducted by Think Big Products, LLC d/b/a Living XL
	  	 TRADE NAMES USED BY CASUAL MALE RETAIL GROUP, INC.

 
 Designs, Inc. (01/29/76 – 08/07/02)

Casual Male Retail Group, Inc. (08/08/02 – Pres.)
 Levi’s Outlet by Designs *
 Dockers Outlet by Designs *

Designs Exclusively Levi Strauss & Co. *

Designs Exclusively Levi’s *
  

*       In use from pre-1997 to 11/11/04

 
 TRADE NAMES USED BY CASUAL MALE STORE, LLC & CASUAL MALE RETAIL STORE,
LLC
  
 Casual Male (in use since 11/01/73)

Casual Male Big & Tall (in use since 11/01/73)

Casual Male XL (in use since 08/10/05)

Destination XL (in use since 07/08/10)
 DXL (in
use since 07/08/10)
  
 TRADE NAMES USED BY THINK BIG PRODUCTS,
LLC
  
 LivingXL (in use since 11/01/06)

 
 TRADE NAMES USED BY CASUAL MALE DIRECT, LLC

 
 ShoesXL (in use since 01/01/07)

Think Big (in use since 01/01/93)
 Think Big
Direct (in use since 01/01/93)
 B&T Big & Tall Factory Direct (in use since 09/07/06)

B&T Factory Direct (in use since 09/07/06)
  

TRADE NAMES USED BY CASUAL MALE CANADA INC.
  

Casual Male (in use since 05/07/04)
 Casual Male
Big & Tall (in use since 05/07/04)
 Casual Male XL (in use since 03/24/06)









  

	(a)(ii)	All Persons with whom any Loan Party consolidated or merged or from whom any Loan Party acquired in a single transaction or in a series of related transactions
substantially all of such Person’s assets, in each case during the five (5) years preceding the date of this Agreement, is as follows: 

  

	 	1.	Casual Male Retail Group, Inc. and its wholly-owned subsidiary, Think Big Products, LLC, consummated the acquisition of certain assets and assumption of certain
liabilities of the supersizeworld.com business from Intelligent Technologies, Inc., a Washington corporation, and Timothy C. Barry, an individual, pursuant to Asset Purchase Agreement, dated October 18, 2006. 


 

			
	NOTE:	 	CMRG Apparel, LLC is the applicant/registrant for all trademark applications and registrations for the trademarks/service marks listed in Exhibit A to Trademark
Security Agreement.








 Exhibit 4.4(b) 

Exceptions to Property Rights 
 Casual Male Retail Group, Inc., and certain of its subsidiaries (“Casual Male”), use the trademarks, trade names, trade styles, brand names, service marks and logos of third party suppliers to
the extent that they are affixed to the inventory supplied to Casual Male but otherwise only with each supplier’s prior consent in each instance. 







 Exhibit 4.5 

Locations, Leases and Landlords 
 Casual Male Retail Group, Inc. (“CMRG”) leases its headquarters office, at 555 Turnpike Street, Canton, Massachusetts from Spirit SPE Canton, LLC, a Delaware limited liability company, a
wholly-owned subsidiary of Spirit Finance Corporation, with a corporate address of 1431 N. Scottsdale Road, Suite 200, Scottsdale, Arizona 85254-2711. The property consists of a 1-building, 2-story multi-tenant warehouse/flex industrial facility
containing 755,992 gross square feet on approximately 27.3-acre parcel of land. 
 As of July 31, 2010, CMRG leases and
operates approximately 451 Casual Male XL stores, 1 Destination XL store and 19 Rochester Big and Tall stores. See attached schedule for leases of CMRG. 







 Exhibit 4.5 
 Locations, Leases, and Landlords 
  

																					
	 STORE
	 	 LANDLORD

	 #
	 	 Store Address
	 	 City
	 	 State
	 	 Zip
	 	 LL Name ***
	 	 LL Address ***
	 	 LL Address ***
	 	 City ***
	 	 State ***
	 	 Zip ***

	 4295
	 	463 SEVENTH AVE	 	NEW YORK CITY	 	New York	 	10018	 		 		 		 		 		 	
	 5000
	 	700 MISSION STREET	 	SAN FRANCISCO	 	California	 	94103	 		 		 		 		 		 	
	 5008
	 	9737 WILSHIRE BLVD., SUITE 100-E	 	BEVERLY HILLS	 	California	 	90212	 		 		 		 		 		 	
	 5011
	 	840 N. MICHIGAN AVENUE	 	CHICAGO	 	Illinois	 	60611	 		 		 		 		 		 	
	 5012
	 	399 BOYLSTON STREET	 	BOSTON	 	Massachusetts	 	02116	 		 		 		 		 		 	
	 5013
	 	1301 AVENUE OF THE AMERICAS	 	NEW YORK	 	New York	 	10019	 		 		 		 		 		 	
	 5014
	 	11661 PRESTON FOREST VILLAGE RD. STE 101 	 	DALLAS	 	Texas	 	75230	 		 		 		 		 		 	
	 5015
	 	3157 PEACHTREE ROAD	 	ATLANTA	 	Georgia	 	30305	 		 		 		 		 		 	
	 5015
	 	3157 PEACHTREE ROAD	 	ATLANTA	 	Georgia	 	30305	 		 		 		 		 		 	
	5016	 	1020 CONNECTICUT AVE, NW	 	WASHINGTON	 	DC	 	20036	 		 		 		 		 		 	
	5022	 	901-H SOUTH COAST DRIVE	 	COSTA MESA	 	California	 	92626	 		 		 		 		 		 	
	5025	 	BISCAYNE (US1) & NE 187TH STREET	 	AVENTURA	 	Florida	 	33180	 		 		 		 		 		 	
	5028	 	1801 5TH AVENUE	 	SEATTLE	 	Washington	 	98101	 		 		 		 		 		 	
	5029	 	1625 NORTHERN BOULEVARD	 	MANHASSET	 	New York	 	11030	 		 		 		 		 		 	
	5033	 	150 ALLENDALE RD., BLG 1, 2N FL	 	KING OF PRUSSIA	 	Pennsylvania	 	19406	 		 		 		 		 		 	
	5101	 	1337 NORTH MAIN STREET	 	WALNUT CREEK	 	California	 	94596	 		 		 		 		 		 	
	5103	 	2301 GLADES ROAD, BAY 700	 	BOCA RATON	 	Florida	 	33431	 		 		 		 		 		 	
	5401	 	202 RED APPLE COURT	 	CENTRAL VALLEY	 	New York	 	10917	 		 		 		 		 		 	
	59059 	 	25000 SOUTHFIELD ROAD	 	SOUTHFIELD	 	Michigan	 	48075	 		 		 		 		 		 	
	59180 	 	443 ROUTE 17 SOUTH	 	PARAMUS	 	New Jersey	 	07652-	 		 		 		 		 		 	
	59412	 	150 WORCESTER ROAD	 	FRAMINGHAM	 	Massachusetts	 	01701-	 		 		 		 		 		 	
	9052	 	605 NORTH 98TH STREET	 	OMAHA	 	Nebraska	 	68114	 		 		 		 		 		 	
	9053	 	8721 METCALF AVENUE	 	OVERLAND PARK	 	Kansas	 	66212	 		 		 		 		 		 	
	9054	 	445 EAST TOWNLINE ROAD	 	VERNON HILLS	 	Illinois	 	60061	 		 		 		 		 		 	
	9055	 	1113 KENNY CENTRE	 	COLUMBUS	 	Ohio	 	43220	 		 		 		 		 		 	
	9056	 	847 S. WHITE STATION ROAD	 	MEMPHIS	 	Tennessee	 	38117	 		 		 		 		 		 	
	9058	 	1026 SOUTH BRENTWOOD BLVD.	 	RICHMOND HEIGHT	 	Missouri	 	63117	 		 		 		 		 		 	
	9059	 	26300 SOUTHFIELD ROAD	 	LATHRUP VILLAGE	 	Michigan	 	48076	 		 		 		 		 		 	
	9060	 	3480 FAIRLANE DRIVE	 	ALLEN PARK	 	Michigan	 	48101	 		 		 		 		 		 	
	9063	 	43115 CRESCENT BLVD.	 	NOVI	 	Michigan	 	48375	 		 		 		 		 		 	
	9064	 	13967 LAKESIDE CIRCLE	 	STERLING HEIGHTS	 	Michigan	 	48313	 		 		 		 		 		 	
	9066	 	540 US HIGHWAY 46	 	TOTOWA	 	New Jersey	 	07512	 		 		 		 		 		 	
	9067	 	236 LAFAYETTE ROAD	 	MENLO PARK	 	New Jersey	 	08837	 		 		 		 		 		 	
	9069	 	7939 S. ORANGE BLOSSOM TRAIL	 	ORLANDO	 	Florida	 	32809	 		 		 		 		 		 	
	9070	 	11503A ROCKVILLE PIKE	 	ROCKVILLE	 	Maryland	 	20852	 		 		 		 		 		 	
	9071	 	1457 W. SOUTHERN AVE., SUITE 13	 	MESA	 	Arizona	 	85202	 		 		 		 		 		 	
	9072	 	1725 NORTH TOWN EAST BLVD., SUITE 205	 	MESQUITE	 	Texas	 	75150	 		 		 		 		 		 	
	9073	 	1025 N. CENTRAL EXPRESSWAY	 	PLANO	 	Texas	 	75075	 		 		 		 		 		 	
	9074	 	5393-A WESTHEIMER	 	HOUSTON	 	Texas	 	77056	 		 		 		 		 		 	
	9076	 	4100 S. COOPER STREET	 	ARLINGTON	 	Texas	 	76015	 		 		 		 		 		 	
	9080	 	1004 WEST VALLEY PARKWAY #23	 	ESCONDIDO	 	California	 	92025	 		 		 		 		 		 	
	9081	 	340 N. GLENDALE AVENUE, #340	 	GLENDALE	 	California	 	91206	 		 		 		 		 		 	
	9082	 	19422 NORDHOFF STREET	 	NORTHRIDGE	 	California	 	91324	 		 		 		 		 		 	
	9083	 	11075 IH-10 WEST SUITE 302	 	SAN ANTONIO	 	Texas	 	78230	 		 		 		 		 		 	
	9084	 	10300 LITTLE PATUXENT PKWY, SPACE #1870	 	COLUMBIA	 	Maryland	 	21044	 		 		 		 		 		 	
	9105	 	800 BALD HILL ROAD	 	WARWICK	 	Rhode Island	 	02893	 		 		 		 		 		 	
	9106	 	6222 LITTLE RIVER TURNPIKE	 	ALEXANDRIA	 	Virginia	 	22312-	 		 		 		 		 		 	
	9112	 	21 FAUNCE CORNER ROAD	 	NORTH DARTMOUTH	 	Massachusetts	 	02747-	 		 		 		 		 		 	
	9114	 	2209 W. I 240 SERVICE ROAD, SUITE 318	 	OKLAHOMA CITY	 	Oklahoma	 	73159-8252	 		 		 		 		 		 	
	9117	 	440 MIDDLESEX ROAD	 	TYNGSBORO	 	Massachusetts	 	01879-1021	 		 		 		 		 		 	
	9119	 	8735 SOUTH CICERO AVE	 	HOMETOWN	 	Illinois	 	60456-1018	 		 		 		 		 		 	
	9120	 	17 W 180 22ND STREET	 	OAKBROOK TERRACE	 	Illinois	 	60181	 		 		 		 		 		 	
	9123	 	1044 W. MERCURY BLVD.	 	HAMPTON	 	Virginia	 	23666-	 		 		 		 		 		 	
	9124	 	1138 SILAS DEANE HIGHWAY	 	WETHERSFIELD	 	Connecticut	 	16109-	 		 		 		 		 		 	
	9127	 	884 NORTH U.S. 31	 	GREENWOOD	 	Indiana	 	46142-	 		 		 		 		 		 	
	9131	 	1228-1230 NIAGARA FALLS BLVD.	 	TONAWANDA	 	New York	 	14150-	 		 		 		 		 		 	
	9133	 	5030 EAST INDEPENDENCE BLVD	 	CHARLOTTE	 	North Carolina	 	28212	 		 		 		 		 		 	
	9137	 	1005 BOWER PARKWAY	 	COLUMBIA	 	South Carolina	 	29212	 		 		 		 		 		 	
	9139	 	7800 RIVERS AVENUE	 	NORTH CHARLESTON	 	South Carolina	 	29406-4016	 		 		 		 		 		 	
	9142	 	1410 WASHINGTON STREET	 	HANOVER	 	Massachusetts	 	02339-	 		 		 		 		 		 	
	9144	 	223-227 MEMORIAL AVENUE	 	WEST SPRINGFIELD	 	Massachusetts	 	01089-	 		 		 		 		 		 	
	9149	 	110 WOLF ROAD	 	ALBANY	 	New York	 	12205-	 		 		 		 		 		 	
	9152	 	4630 FACTORY STORES BLVD	 	MYRTLE BEACH	 	South Carolina	 	29579	 		 		 		 		 		 	
	9155	 	3617 NORTHWEST EXPRESSWAY	 	OKLAHOMA CITY	 	Oklahoma	 	73132-	 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.5 
 Locations, Leases, and Landlords 
  

																					
	 STORE
	 	 LANDLORD

	 #
	 	 Store Address
	 	 City
	 	 State
	 	 Zip
	 	 LL Name ***
	 	 LL Address ***
	 	 LL Address ***
	 	 City ***
	 	 State ***
	 	 Zip ***

	9157 	 	1596 GALLATIN PIKE NORTH	 	MADISON	 	Tennessee	 	37115-	 		 		 		 		 		 	
	9159	 	13289 WORTH AVENUE	 	WOODBRIDGE	 	Virginia	 	22192	 		 		 		 		 		 	
	9160	 	735 PROVIDENCE HIGHWAY	 	DEDHAM	 	Massachusetts	 	02026-	 		 		 		 		 		 	
	9161	 	87 BROADWAY	 	SAUGUS	 	Massachusetts	 	01906-	 		 		 		 		 		 	
	9166	 	1630 MILITARY ROAD	 	NIAGARA FALLS	 	New York	 	14304	 		 		 		 		 		 	
	9168	 	984 POQUONNOCK RD., ROUTE 12	 	GROTON	 	Connecticut	 	06340-	 		 		 		 		 		 	
	9171	 	2217A EAST 80TH AVENUE	 	MERRILLVILLE	 	Indiana	 	46410-	 		 		 		 		 		 	
	9172	 	5728 INTERNATIONAL DR.	 	ORLANDO	 	Florida	 	32819	 		 		 		 		 		 	
	9174	 	3333 WEST HENRIETTA ROAD	 	HENRIETTA	 	New York	 	14623	 		 		 		 		 		 	
	9175	 	1501 BOSTON POST ROAD	 	MILFORD	 	Connecticut	 	06460	 		 		 		 		 		 	
	9176	 	3806-A HIGH POINT RD., SPACE G	 	GREENSBORO	 	North Carolina	 	27407-	 		 		 		 		 		 	
	9177	 	4664 WEST 38TH STREET	 	INDIANAPOLIS	 	Indiana	 	46254-	 		 		 		 		 		 	
	9178	 	6109 E. VIRGINIA BEACH BLVD., SUITE C 	 	NORFOLK	 	Virginia	 	23502-	 		 		 		 		 		 	
	9180	 	450 NORTH STATE ROUTE 17	 	PARAMUS	 	New Jersey	 	07652	 		 		 		 		 		 	
	9181	 	6217 BALTIMORE NATIONAL PIKE	 	BALTIMORE	 	Maryland	 	21228-	 		 		 		 		 		 	
	9185	 	686 FELLS WAY	 	MEDFORD	 	Massachusetts	 	02155-	 		 		 		 		 		 	
	9186	 	2456 U.S. HIGHWAY 22	 	UNION	 	New Jersey	 	07083-	 		 		 		 		 		 	
	9187	 	2195B SNELLING AVENUE SOUTH	 	ROSEVILLE	 	Minnesota	 	55113	 		 		 		 		 		 	
	9188	 	8000 RICHMOND ROAD	 	LIGHTFOOT	 	Virginia	 	23090-	 		 		 		 		 		 	
	9190	 	4751 SOUTH 76TH STREET	 	GREENFIELD	 	Wisconsin	 	53220-	 		 		 		 		 		 	
	9191	 	346 SO. BROADWAY	 	SALEM	 	New Hampshire 	 	03079-	 		 		 		 		 		 	
	9193	 	2049 MIDDLE COUNTRY RD.	 	CENTEREACH	 	New York	 	11720-	 		 		 		 		 		 	
	9194	 	17430-17680 W. BLUEMOUND ROAD, #11	 	BROOKFIELD	 	Wisconsin	 	53005	 		 		 		 		 		 	
	9196	 	1845 E. COUNTY ROAD D, SUITE 180	 	MAPLEWOOD	 	Minnesota	 	55109-	 		 		 		 		 		 	
	9197	 	91 MIDDLESEX TURNPIKE	 	BURLINGTON	 	Massachusetts	 	01803-4914	 		 		 		 		 		 	
	9199	 	HOOPER AVENUE	 	TOMS RIVER	 	New Jersey	 	08753	 		 		 		 		 		 	
	9200	 	2949 WEST ADDISON STREET	 	CHICAGO	 	Illinois	 	60618-	 		 		 		 		 		 	
	9201	 	6601 NICOLLET AVENUE SOUTH	 	RICHFIELD	 	Minnesota	 	55423-	 		 		 		 		 		 	
	9202	 	11601 108 STREET, SUITE 528	 	PLEASANT PRAIRIE	 	Wisconsin	 	53158	 		 		 		 		 		 	
	9204	 	38 ROCKLAND PLAZA	 	NANUET	 	New York	 	10954	 		 		 		 		 		 	
	9205	 	5776 GRAPE ROAD	 	MISHAWAKA	 	Indiana	 	46545-	 		 		 		 		 		 	
	9206	 	35592 WEST WARREN ROAD	 	WESTLAND	 	Michigan	 	48185-	 		 		 		 		 		 	
	9207	 	2369 CENTRAL PARK AVENUE	 	YONKERS	 	New York	 	10710-	 		 		 		 		 		 	
	9208	 	3576 WASHTENAW AVE., SUITE B	 	ANN ARBOR	 	Michigan	 	48104-	 		 		 		 		 		 	
	9210	 	2637 WEST 95TH STREET	 	EVERGREEN PARK	 	Illinois	 	60642-	 		 		 		 		 		 	
	9211	 	2435 FLATBUSH AVENUE	 	BROOKLYN	 	New York	 	11234-	 		 		 		 		 		 	
	9213	 	625 COMMERCE BLVD	 	FAIRLESS HILLS	 	Pennsylvania	 	19030	 		 		 		 		 		 	
	9214	 	100 WEST 12 MILE ROAD	 	MADISON HEIGHTS	 	Michigan	 	48071-2416	 		 		 		 		 		 	
	9217	 	1154 POLARIS PARKWAY	 	COLUMBUS	 	Ohio	 	43240	 		 		 		 		 		 	
	9220	 	25180 LORAIN ROAD	 	NORTH OLMSTEAD	 	Ohio	 	44070	 		 		 		 		 		 	
	9221	 	5295 HICKORY HOLLOW PARKWAY	 	ANTIOCH	 	Tennessee	 	37013	 		 		 		 		 		 	
	9223	 	8303 EAST KELLOGG DRIVE	 	WICHITA	 	Kansas	 	67207	 		 		 		 		 		 	
	9224	 	4434 BAY ROAD	 	SAGINAW	 	Michigan	 	48603	 		 		 		 		 		 	
	9225	 	6710 GOVERNOR RITCHIE HIGHWAY	 	GLEN BURNIE	 	Maryland	 	21061-2319	 		 		 		 		 		 	
	9227	 	23007 EUREKA ROAD	 	TAYLOR	 	Michigan	 	48180	 		 		 		 		 		 	
	9229	 	101 SOUTH 48TH STREET	 	LINCOLN	 	Nebraska	 	68510-	 		 		 		 		 		 	
	9232	 	5106 - 5108 WHIPPLE N.W.	 	CANTON	 	Ohio	 	44718-	 		 		 		 		 		 	
	9235	 	G4365 MILLER ROAD	 	FLINT	 	Michigan	 	48507-	 		 		 		 		 		 	
	9236	 	220 BALTIMORE PIKE	 	SPRINGFIELD TOWNSHIP 	 	Pennsylvania	 	19064	 		 		 		 		 		 	
	9237	 	2577 SO. HAMILTON ROAD	 	COLUMBUS	 	Ohio	 	43232-	 		 		 		 		 		 	
	9241	 	7565 GREENBELT RD.	 	GREENBELT	 	Maryland	 	20770	 		 		 		 		 		 	
	9242	 	R1492 Rte. 9	 	LAKE GEORGE	 	New York	 	12845-9735	 		 		 		 		 		 	
	9250	 	319 LINCOLN HWY.	 	FAIRVIEW HEIGHTS	 	Illinois	 	62208	 		 		 		 		 		 	
	9251	 	ORE BANK ROAD EXTENDED	 	PIGEON FORGE	 	Tennessee	 	37863-	 		 		 		 		 		 	
	9252	 	76TH & DODGE	 	OMAHA	 	Nebraska	 	68114	 		 		 		 		 		 	
	9254	 	1359 N. LARKIN ST.	 	JOLIET	 	Illinois	 	60435	 		 		 		 		 		 	
	9256	 	3256 BRUNSWICK PIKE - ROUTE 1	 	LAWRENCEVILLE	 	New Jersey	 	08648	 		 		 		 		 		 	
	9257	 	4755 NORTHFIELD ROAD	 	NORTH RANDALL	 	Ohio	 	44128-	 		 		 		 		 		 	
	9258	 	5212 MONROE STREET	 	TOLEDO	 	Ohio	 	43623	 		 		 		 		 		 	
	9260	 	6815 PEACH STREET, SPACE A-13	 	ERIE	 	Pennsylvania	 	16509	 		 		 		 		 		 	
	9267	 	10027 E. WASHINGTON STREET	 	INDIANAPOLIS	 	Indiana	 	46229-	 		 		 		 		 		 	
	9270	 	1407 N. VETERAN'S PARKWAY	 	BLOOMINGTON	 	Illinois	 	61704-	 		 		 		 		 		 	
	9271	 	4744 W. LINCOLN HWY.	 	MATTESON	 	Illinois	 	60443	 		 		 		 		 		 	
	9272	 	LITCHFIELD ROAD, SUITE 1	 	KITTERY	 	Maine	 	03904-	 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.5 
 Locations, Leases, and Landlords 
  

																					
	 STORE
	 	 LANDLORD

	 #
	 	 Store Address
	 	 City
	 	 State
	 	 Zip
	 	 LL Name ***
	 	 LL Address ***
	 	 LL Address ***
	 	 City ***
	 	 State ***
	 	 Zip ***

	9273 	 	3931 28TH STREET S.E.	 	GRAND RAPIDS	 	Michigan	 	49512	 		 		 		 		 		 	
	9274	 	2450 WABASH SPACE 101	 	SPRINGFIELD	 	Illinois	 	62704	 		 		 		 		 		 	
	9278	 	11003 MIDLOTHIAN TURNPIKE	 	RICHMOND	 	Virginia	 	23235	 		 		 		 		 		 	
	9280	 	7515 McKNIGHT ROAD	 	PITTSBURGH	 	Pennsylvania	 	15108	 		 		 		 		 		 	
	9286	 	1819 DIXWELL AVENUE	 	HAMDEN	 	Connecticut	 	06514	 		 		 		 		 		 	
	9291	 	351 S. COLLEGE RD, SPACE D-19	 	WILMINGTON	 	North Carolina 	 	28403-1617	 		 		 		 		 		 	
	9292	 	804 SOUTH ROAD SQUARE	 	POUGHKEEPSIE	 	New York	 	12601-	 		 		 		 		 		 	
	9298	 	1037 N. DUPONT HWY.	 	DOVER	 	Delaware	 	19901	 		 		 		 		 		 	
	9299	 	670 COUNTY ROAD 10 NE	 	BLAINE	 	Minnesota	 	55432-	 		 		 		 		 		 	
	9302	 	1216 S. UNIVERSITY AVENUE	 	LITTLE ROCK	 	Arkansas	 	72204-	 		 		 		 		 		 	
	9304	 	5743 SOUTH WESTNEDGE AVENUE	 	PORTAGE	 	Michigan	 	49002	 		 		 		 		 		 	
	9306	 	677 H. KIDDER STREET	 	WILKES BARRE	 	Pennsylvania	 	18702	 		 		 		 		 		 	
	9309	 	8801 UNIVERSITY AVENUE	 	CLIVE	 	Iowa	 	50325	 		 		 		 		 		 	
	9311	 	3832 WILLIAM PENN HWY.	 	MONROEVILLE	 	Pennsylvania	 	15146-	 		 		 		 		 		 	
	9312	 	109 FEDERAL ROAD	 	DANBURY	 	Connecticut	 		 		 		 		 		 		 	
	9316	 	35 SO. WILLOWDALE DR. BOX 807	 	LANCASTER	 	Pennsylvania	 	17602-	 		 		 		 		 		 	
	9319	 	3500 W 41ST STREET	 	SIOUX FALLS	 	South Dakota	 	57106-	 		 		 		 		 		 	
	9323	 	2400 INDUSTRIAL PARK DRIVE SPACE 450 	 	SMITHFIELD	 	North Carolina	 	27577-	 		 		 		 		 		 	
	9324	 	4340 13TH AVE. SW	 	FARGO	 	North Dakota	 	58103-	 		 		 		 		 		 	
	9327	 	30160 GRATIOT AVENUE	 	ROSEVILLE	 	Michigan	 	48066-	 		 		 		 		 		 	
	9330	 	160 GLEN COVE ROAD UNIT #1	 	CARLE PLACE	 	New York	 	11514-	 		 		 		 		 		 	
	9331	 	4016 LEMAY FERRY ROAD	 	ST LOUIS	 	Missouri	 	63129	 		 		 		 		 		 	
	9333	 	4083 VETERANS MEMORIAL PKWY	 	ST. PETERS	 	Missouri	 	63376	 		 		 		 		 		 	
	9334	 	16819 TORRENCE AVENUE	 	LANSING	 	Illinois	 	60438-	 		 		 		 		 		 	
	9336	 	220 MAIN MALL ROAD	 	SOUTH PORTLAND	 	Maine	 	04106-	 		 		 		 		 		 	
	9339	 	449-56 SUNRISE HWY. BLDG. K	 	PATCHOGUE	 	New York	 	11772-	 		 		 		 		 		 	
	9340	 	5736 SILVER HILL RD.	 	DISTRICT HEIGHTS 	 	Maryland	 	20747-	 		 		 		 		 		 	
	9343	 	6528 STEUBENVILLE PIKE	 	PITTSBURGH	 	Pennsylvania	 	15205	 		 		 		 		 		 	
	9347	 	8228 E. 61ST ST., SUITE 101	 	TULSA	 	Oklahoma	 	74133-	 		 		 		 		 		 	
	9348	 	970 LOUCKS RD.	 	YORK	 	Pennsylvania	 	17404	 		 		 		 		 		 	
	9349	 	1530 N. GREEN RIVER ROAD -BLDG. A	 	EVANSVILLE	 	Indiana	 	47715	 		 		 		 		 		 	
	9351	 	5799 BRAINERD ROAD	 	CHATTANOOGA	 	Tennessee	 	37411-	 		 		 		 		 		 	
	9356	 	6898 SOUTHWEST FREEWAY	 	HOUSTON	 	Texas	 	77074-	 		 		 		 		 		 	
	9360	 	5849 W. SAGINAW HWY.	 	LANSING	 	Michigan	 	48917-	 		 		 		 		 		 	
	9361	 	501 COLISEUM BLVD. EAST	 	FORT WAYNE	 	Indiana	 	46805-	 		 		 		 		 		 	
	9363	 	527 86TH STREET	 	BROOKLYN	 	New York	 	11209-	 		 		 		 		 		 	
	9365	 	7592 FM 1960 WEST	 	HOUSTON	 	Texas	 	77070	 		 		 		 		 		 	
	9366	 	8704A AIRPORT FREEWAY	 	HURST	 	Texas	 	76053-	 		 		 		 		 		 	
	9367	 	5060A SUNRISE HWY.	 	MASSAPEQUA	 	New York	 	11762-	 		 		 		 		 		 	
	9368	 	4120 BUCKEYE PARKWAY	 	GROVE CITY	 	Ohio	 	43123	 		 		 		 		 		 	
	9370	 	7341 25TH STREET	 	NORTH RIVERSIDE	 	Illinois	 	60546-	 		 		 		 		 		 	
	9371	 	1692 CLEMENTS BRIDGE ROAD	 	WOODBURY	 	New Jersey	 	08096	 		 		 		 		 		 	
	9374	 	2094 BARTOW AVE. SPACE #2	 	BRONX	 	New York	 	10475-	 		 		 		 		 		 	
	9375	 	129 E. KEMPER ROAD	 	SPRINGDALE	 	Ohio	 	45246-	 		 		 		 		 		 	
	9376	 	7324 KENWOOD ROAD	 	CINCINNATI	 	Ohio	 	45236	 		 		 		 		 		 	
	9377	 	6024 EAST 82ND STREET	 	INDIANAPOLIS	 	Indiana	 	46250-	 		 		 		 		 		 	
	9378	 	4176 NORTH 56TH STREET	 	MILWAUKEE	 	Wisconsin	 	53216	 		 		 		 		 		 	
	9379	 	112 BOSTON TURNPIKE	 	SHREWSBURY	 	Massachusetts	 	01545	 		 		 		 		 		 	
	9380	 	3376 CRAIN HIGHWAY (ROUTE 301)	 	WALDORF	 	Maryland	 	20603	 		 		 		 		 		 	
	9381	 	4607 SHELBYVILLE RD	 	LOUISVILLE	 	Kentucky	 	40207	 		 		 		 		 		 	
	9383	 	2375 COTTMAN AVE.	 	PHILADELPHIA	 	Pennsylvania	 	19149-	 		 		 		 		 		 	
	9384	 	7924 SPRINGBORO PIKE	 	MIAMISBURG	 	Ohio	 	45342-	 		 		 		 		 		 	
	9387	 	926 BOARDMAN-POLAND RD.	 	BOARDMAN	 	Ohio	 	44512-	 		 		 		 		 		 	
	9388	 	2325 RICHMOND AVE	 	STATEN ISLAND	 	New York	 	10314	 		 		 		 		 		 	
	9390	 	3209 W. CAMP WISDOM ROAD	 	DALLAS	 	Texas	 	75237-2052	 		 		 		 		 		 	
	9391	 	3924 KIRKWOOD HWY.	 	WILMINGTON	 	Delaware	 	19808-	 		 		 		 		 		 	
	9393	 	2221 I-40 WEST	 	AMARILLO	 	Texas	 	79109-	 		 		 		 		 		 	
	9395	 	7619 MENTOR AVENUE	 	MENTOR	 	Ohio	 	44060-	 		 		 		 		 		 	
	9396	 	445 W. DEKALB PIKE - RTE. 202	 	KING OF PRUSSIA	 	Pennsylvania	 	19406-	 		 		 		 		 		 	
	9400	 	200 MILL CREEK DRIVE	 	SECAUCUS	 	New Jersey	 		 		 		 		 		 		 	
	9401	 	310 REYNOLDS ROAD SUITE A	 	JOHNSON CITY	 	New York	 	13790	 		 		 		 		 		 	
	9402	 	8251 AGORA PARKWAY, SUITE 101	 	SELMA	 	Texas	 	78154	 		 		 		 		 		 	
	9403	 	19723 EASTEX FREEWAY	 	HOUSTON	 	Texas	 	77338-	 		 		 		 		 		 	
	9404	 	4408 50TH STREET	 	LUBBOCK	 	Texas	 	79414-	 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.5 
 Locations, Leases, and Landlords 
  

																					
	 STORE
	 	 LANDLORD

	 #
	 	 Store Address
	 	 City
	 	 State
	 	 Zip
	 	 LL Name ***
	 	 LL Address ***
	 	 LL Address ***
	 	 City ***
	 	 State ***
	 	 Zip ***

	9405 	 	7834 KINGSTON PIKE	 	KNOXVILLE	 	Tennessee	 	37919-	 		 		 		 		 		 	
	9406	 	3526-3528 N. UNIVERSITY AVE.	 	PEORIA	 	Illinois	 	61604	 		 		 		 		 		 	
	9407	 	10610-D CENTRUM PARKWAY	 	PINEVILLE	 	North Carolina 	 	28134-	 		 		 		 		 		 	
	9408	 	13061 LEE JACKSON MEMORIAL HWY	 	FAIRFAX	 	Virginia	 	22030-	 		 		 		 		 		 	
	9409	 	712 W. COUNTY ROAD #42	 	BURNSVILLE	 	Minnesota	 	55337-	 		 		 		 		 		 	
	9411	 	4500 CITY LINE AVE., BLDG. A	 	PHILADELPHIA	 	Pennsylvania	 	19131-	 		 		 		 		 		 	
	9412	 	1400 WORCESTER STREET	 	NATICK	 	Massachusetts	 	01760	 		 		 		 		 		 	
	9413	 	7334 SAN PEDRO BLVD.	 	SAN ANTONIO	 	Texas	 	78216	 		 		 		 		 		 	
	9414	 	6601 MENUAL N.E.	 	ALBUQUERQUE	 	New Mexico	 	87110	 		 		 		 		 		 	
	9415	 	320 W. SUNRISE HWY.	 	VALLEY STREAM	 	New York	 	11581-	 		 		 		 		 		 	
	9416	 	1110 PENNSYLVANIA AVENUE	 	BROOKLYN	 	New York	 	11207	 		 		 		 		 		 	
	9417	 	5118-C STAPLES STREET	 	CORPUS CHRISTI	 	Texas	 	78411-	 		 		 		 		 		 	
	9419	 	5504 SAN BERNADO AVE. STE. 100	 	LAREDO	 	Texas	 	78041-	 		 		 		 		 		 	
	9420	 	7839 EASTPOINT MALL	 	BALTIMORE	 	Maryland	 	21224	 		 		 		 		 		 	
	9421	 	4621 S. HULEN STREET	 	FORT WORTH	 	Texas	 	76132	 		 		 		 		 		 	
	9422	 	13398 PRESTON ROAD	 	DALLAS	 	Texas	 	75240-	 		 		 		 		 		 	
	9424	 	4425 JONESTOWN ROAD	 	HARRISBURG	 	Pennsylvania	 	17109	 		 		 		 		 		 	
	9428	 	708 N. CASALOM DR., STE. 10	 	GRAND CHUTE (APPLETO	 	Wisconsin	 	54915-	 		 		 		 		 		 	
	9429	 	1111 HAWKINS BLVD.	 	EL PASO	 	Texas	 	79925-	 		 		 		 		 		 	
	9430	 	350 TARRYTOWN ROAD RTE 119	 	WHITE PLAINS	 	New York	 	10607-	 		 		 		 		 		 	
	9431	 	3984 EASTERN BLVD.	 	MONTGOMERY	 	Alabama	 	36116	 		 		 		 		 		 	
	9432	 	62 - 74 BLANDING BLVD.	 	ORANGE PARK	 	Florida	 	32073	 		 		 		 		 		 	
	9433	 	9402 ARLINGTON EXPRESSWAY	 	JACKSONVILLE	 	Florida	 	32225-	 		 		 		 		 		 	
	9434	 	1755 NE 163RD STREET	 	NORTH MIAMI	 	Florida	 	33162	 		 		 		 		 		 	
	9435	 	5370 US HWY 78, SUITE 5	 	STONE MOUNTAIN	 	Georgia	 	30087-	 		 		 		 		 		 	
	9440	 	1601 WEST EDGAR RD/	 	LINDEN	 	New Jersey	 	07036	 		 		 		 		 		 	
	9442	 	861 WILLISTON ROAD	 	S BURLINGTON	 	Vermont	 	05403	 		 		 		 		 		 	
	9444	 	RTE. 6 SCRANTON-CARBONDALE HWY	 	SCRANTON	 	Pennsylvania	 	18505	 		 		 		 		 		 	
	9445	 	1757 SUNRISE HWY.	 	BAYSHORE (L.I.)	 	New York	 	11706-	 		 		 		 		 		 	
	9447	 	216 HADDONFIELD ROAD	 	CHERRY HILL	 	New Jersey	 	08002	 		 		 		 		 		 	
	9449	 	8372-8374 SUDLEY ROAD	 	MANASSAS	 	Virginia	 	22109	 		 		 		 		 		 	
	9451	 	1985 E. GOLF ROAD	 	SCHAUMBURG	 	Illinois	 	60173	 		 		 		 		 		 	
	9454	 	2367 MACARTHUR ROAD	 	WHITEHALL (ALLENTOWN 	 	Pennsylvania	 	18052-	 		 		 		 		 		 	
	9456	 	2130 WALDEN AVENUE	 	CHEEKTOWAGA	 	New York	 	14225	 		 		 		 		 		 	
	9457	 	913 W. CENTRAL ENTRANCE	 	DULUTH	 	Minnesota	 	55811-	 		 		 		 		 		 	
	9458	 	288 RTE. 10 W	 	SUCCASUNNA	 	New Jersey	 	07876	 		 		 		 		 		 	
	9460	 	7111 W. BROAD STREET	 	RICHMOND	 	Virginia	 	23294	 		 		 		 		 		 	
	9461	 	326 RTE. 18	 	E. BRUNSWICK	 	New Jersey	 	08816	 		 		 		 		 		 	
	9464	 	RIDGE ROAD EAST	 	IRONDEQUOIT	 	New York	 	14621	 		 		 		 		 		 	
	9465	 	695 NO. LEXINGTON-SPRINGMILL	 	MANSFIELD	 	Ohio	 	44906-	 		 		 		 		 		 	
	9466	 	2128 SAGAMORE PKWY. SOUTH	 	LAFAYETTE	 	Indiana	 	47905	 		 		 		 		 		 	
	9468	 	2300 SOUTH ONEIDA	 	GREEN BAY	 	Wisconsin	 	54304	 		 		 		 		 		 	
	9469	 	4410 N. MIDKIFF ROAD	 	MIDLAND	 	Texas	 	79705-	 		 		 		 		 		 	
	9470	 	4815 OUTER LOOP BROWNSVILLE SQUARE 	 	LOUISVILLE	 	Kentucky	 	40219	 		 		 		 		 		 	
	9471	 	3501 AMBASSADOR CAFFERY	 	LAFAYETTE	 	Louisiana	 	70503	 		 		 		 		 		 	
	9472	 	2704 LYNNHAVEN PARKWAY, S. 105	 	VIRGINIA BEACH	 	Virginia	 	23452-	 		 		 		 		 		 	
	9473	 	507 NORTH ACADEMY BOULEVARD	 	COLORADO SPRINGS	 	Colorado	 	80909	 		 		 		 		 		 	
	9477	 	1001 W.49th St., SUITE 1	 	HIALEAH	 	Florida	 	33012-	 		 		 		 		 		 	
	9478	 	9490 AIRLINE HIGHWAY	 	BATON ROUGE	 	Louisiana	 	70815-	 		 		 		 		 		 	
	9482	 	S.R. 60 & I-75 #100B	 	BRANDON	 	Florida	 	33511-	 		 		 		 		 		 	
	9484	 	1006 W. ANTHONY DR. SUITE A&B	 	CHAMPAIGN	 	Illinois	 	61820-	 		 		 		 		 		 	
	9486	 	9705 RESEARCH BLVD HWY. 183	 	AUSTIN	 	Texas	 	78759	 		 		 		 		 		 	
	9487	 	5755 N.W. LOOP 410 SUITE 103	 	SAN ANTONIO	 	Texas	 	78238-	 		 		 		 		 		 	
	9488	 	4304 U.S. HIGHWAY 98 NORTH	 	N. LAKELAND	 	Florida	 	33809-	 		 		 		 		 		 	
	9489	 	618 SOUTH ROUTE 59, SUITE 112	 	NAPERVILLE	 	Illinois	 	60540-	 		 		 		 		 		 	
	9490	 	7681 N. POINT PKWY., SUITE 500	 	ALPHARETTA	 	Georgia	 	30202-	 		 		 		 		 		 	
	9491	 	9875 SO. DIXIE HIGHWAY	 	MIAMI	 	Florida	 	33156-	 		 		 		 		 		 	
	9494	 	355 E. ALTAMONTE DR. #1000	 	ALTAMONTE SPRINGS	 	Florida	 	32701-	 		 		 		 		 		 	
	9500	 	565 E. HIGHWAY 3040,SUITE# 201	 	LEWISVILLE	 	Texas	 	75067-	 		 		 		 		 		 	
	9501	 	1414 E. BATTLEFIELD	 	SPRINGFIELD	 	Missouri	 	65804-	 		 		 		 		 		 	
	9502	 	12150 SOUTH BEYER ROAD, SPACE F050	 	BIRCH RUN	 	Michigan	 	48415-	 		 		 		 		 		 	
	9503	 	135 BLOOMFIELD AVE.	 	BLOOMFIELD	 	New Jersey	 	07003-	 		 		 		 		 		 	
	9504	 	3270 NICHOLASVILLE RD.	 	LEXINGTON	 	Kentucky	 	40503	 		 		 		 		 		 	
	9505	 	6010 GLENWOOD AVENUE	 	RALEIGH	 	North Carolina	 	27612	 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.5 
 Locations, Leases, and Landlords 
  

																					
	 STORE
	 	 LANDLORD

	 #
	 	 Store Address
	 	 City
	 	 State
	 	 Zip
	 	 LL Name ***
	 	 LL Address ***
	 	 LL Address ***
	 	 City ***
	 	 State ***
	 	 Zip ***

	9506 	 	RT. 200 & PLANK RD	 	ALTOONA	 	Pennsylvania	 	16602-	 		 		 		 		 		 	
	9507	 	3514 W. GENESEE ST.	 	SYRACUSE	 	New York	 	13219-	 		 		 		 		 		 	
	9508	 	3301 NORTH EVERBROOK LANE	 	MUNCIE	 	Indiana	 	47304-	 		 		 		 		 		 	
	9509	 	2091 WEST STREET, PAROLE	 	ANNAPOLIS	 	Maryland	 	21401-	 		 		 		 		 		 	
	9510	 	1950 PLEASANT HILL RD. STE. B	 	DULUTH	 	Georgia	 	30136-	 		 		 		 		 		 	
	9513	 	815 GOUCHER BLVD.	 	TOWSON	 	Maryland	 	21286	 		 		 		 		 		 	
	9516	 	4455 CLEVELAND AVE.	 	FT. MYERS	 	Florida	 	33901-	 		 		 		 		 		 	
	9518	 	89-55 QUEENS BLVD	 	ELMHURST	 	New York	 	11373-	 		 		 		 		 		 	
	9521	 	3435 WRIGHTSBORO ROAD #1206	 	AUGUSTA	 	Georgia	 	30909-	 		 		 		 		 		 	
	9522	 	7929 ABERCORN ST., SUITE 640-650	 	SAVANNAH	 	Georgia	 	31406-3443	 		 		 		 		 		 	
	9523	 	1990 N. MILITARY TRAIL	 	WEST PALM BEACH	 	Florida	 	33409-	 		 		 		 		 		 	
	9524	 	3558 SOUTH WEST COLLEGE ROAD	 	OCALA	 	Florida	 	34474-	 		 		 		 		 		 	
	9526	 	1707 MONTGOMERY HIGHWAY	 	BIRMINGHAM	 	Alabama	 	35244-	 		 		 		 		 		 	
	9527	 	698 SOUTH WHITNEY WAY	 	MADISON	 	Wisconsin	 	53711-	 		 		 		 		 		 	
	9528	 	4199 EAST JERICHO TURNPIKE	 	EAST NORTHPORT	 	New York	 	11731-	 		 		 		 		 		 	
	9529	 	300 TANGER OUTLET CENTER	 	BRANSON	 	Missouri	 	65616	 		 		 		 		 		 	
	9530	 	2410 LAURENS ROAD	 	GREENVILLE	 	South Carolina	 	29607-	 		 		 		 		 		 	
	9533	 	4130 SOUTH TAMIAMI TRAIL	 	SARASOTA	 	Florida	 	34231-	 		 		 		 		 		 	
	9534	 	936 ROUTE 22 EAST	 	SOMERVILLE	 	New Jersey	 	08876-	 		 		 		 		 		 	
	9540	 	291 THIRD AVENUE	 	NEW YORK	 	New York	 		 		 		 		 		 		 	
	9541	 	11090 PINES BOULEVARD	 	PEMBROKE PINES	 	Florida	 	33026-	 		 		 		 		 		 	
	9545	 	4217 SOUTH BROADWAY AVE	 	TYLER	 	Texas	 	75701-	 		 		 		 		 		 	
	9551	 	3196 NORTH STATE ROAD	 	LAUDERDALE LAKES 	 	Florida	 	33319-	 		 		 		 		 		 	
	9553	 	1111 LEAGUE LINE RD STE #121	 	CONROE	 	Texas	 	77303-	 		 		 		 		 		 	
	9554	 	1170 WEST PATRICK ST., S. G&H	 	FREDERICK	 	Maryland	 	21702-	 		 		 		 		 		 	
	9557	 	2033 LEBANON CHURCH RD SUITE C	 	WEST MIFFLIN	 	Pennsylvania	 	15122-	 		 		 		 		 		 	
	9558	 	SUITE 60 455 BELWOOD RD. S.E.	 	CALHOUN	 	Georgia	 	30701-	 		 		 		 		 		 	
	9564	 	13003 WEST CENTER ROAD, S. #28	 	OMAHA	 	Nebraska	 	68144-	 		 		 		 		 		 	
	9566	 	5732 MCWHINNEY BOULEVARD, #E-40	 	LOVELAND	 	Colorado	 	80538-	 		 		 		 		 		 	
	9567	 	2110 WEST INTL. SPEEDWAY	 	DAYTONA BEACH	 	Florida	 	32114-	 		 		 		 		 		 	
	9568	 	64 TUNNEL ROAD	 	ASHEVILLE	 	North Carolina	 	28805-	 		 		 		 		 		 	
	9571	 	8115 FACTORY SHOPS BLVD	 	JEFFERSONVILLE	 	Ohio	 	43128	 		 		 		 		 		 	
	9573	 	1470 PLEASANT VALLEY RD.	 	MANCHESTER	 	Connecticut	 	06040	 		 		 		 		 		 	
	9576	 	11747 NORTH EXECUTIVE DRIVE, #880	 	EDINBURGH	 	Indiana	 	46124	 		 		 		 		 		 	
	9577	 	3040 SOUTH EVANS STREET, #103	 	GREENVILLE	 	North Carolina	 	27834	 		 		 		 		 		 	
	9581	 	4710-B UNIVERSITY DRIVE	 	HUNTSVILLE	 	Alabama	 	35816	 		 		 		 		 		 	
	9582	 	46220 POTOMAC RUN PLAZA	 	STERLING	 	Virginia	 	20164	 		 		 		 		 		 	
	9583	 	199 NORTH ROUTE 73, STE. A	 	WEST BERLIN	 	New Jersey	 	08091	 		 		 		 		 		 	
	9584	 	2778 COBB PARKWAY	 	ATLANTA	 	Georgia	 	30339	 		 		 		 		 		 	
	9585	 	1475 NORTH BURKHART RD. STE. D180	 	HOWELL	 	Michigan	 	48855	 		 		 		 		 		 	
	9587	 	320 SOUTH COLORADO BOULEVARD	 	GLENDALE	 	Colorado	 	80246	 		 		 		 		 		 	
	9588	 	655 ROUTE 318, STE. A005	 	WATERLOO	 	New York	 	13165	 		 		 		 		 		 	
	9589	 	1919 VALLEY VIEW BLVD., NW	 	ROANOKE	 	Virginia	 	24012	 		 		 		 		 		 	
	9591	 	311 WEST MORELAND RD	 	WILLOW GROVE	 	Pennsylvania	 	19090	 		 		 		 		 		 	
	9592	 	2522 SCOTTSVILLE ROAD	 	BOWLING GREEN	 	Kentucky	 	42104	 		 		 		 		 		 	
	9595	 	1039 EAST COUNTY LINE ROAD	 	JACKSON	 	Mississippi	 	39211	 		 		 		 		 		 	
	9596	 	8362 TAMARACK VILLAGE	 	WOODBURY	 	Minnesota	 	55125	 		 		 		 		 		 	
	9598	 	1757 94TH DRIVE	 	VERO BEACH	 	Florida	 	32966	 		 		 		 		 		 	
	9604	 	9396 WEST 159TH STREET	 	ORLAND PARK	 	Illinois	 	60462	 		 		 		 		 		 	
	9605	 	120 LACONIA ROAD	 	TILTON	 	New Hampshire 	 	03276	 		 		 		 		 		 	
	9610	 	6376 EAST STATE STREET	 	ROCKFORD	 	Illinois	 	61108	 		 		 		 		 		 	
	9612	 	19504 KATY FREEWAY	 	HOUSTON	 	Texas	 	77094	 		 		 		 		 		 	
	9613	 	8725 SHERIDAN BLVD. (UNIT B)	 	WESTMINSTER	 	Colorado	 	80030	 		 		 		 		 		 	
	9615	 	4015 INTERSTATE HWY. 35, STE. 214	 	SAN MARCOS	 	Texas	 	78666	 		 		 		 		 		 	
	9616	 	800 STEVEN B. TANGER BLVD #310	 	COMMERCE	 	Georgia	 	30529	 		 		 		 		 		 	
	9617	 	6715 JONESBORO ROAD, STE. H	 	MORROW	 	Georgia	 	30260	 		 		 		 		 		 	
	9618	 	430 CONSUMER SQUARE	 	HAMILTON	 	New Jersey	 	08330	 		 		 		 		 		 	
	9620	 	3600 SW ARCHER ROAD , #A1	 	GAINESVILLE	 	Florida	 	32608	 		 		 		 		 		 	
	9621	 	9600 S IH-35 SUITE 1-100	 	AUSTIN	 	Texas	 	78748	 		 		 		 		 		 	
	9623	 	1930 SOUTH WEST WANAMAKER RD.	 	TOPEKA	 	Kansas	 	66604	 		 		 		 		 		 	
	9624	 	3200 PLANK ROAD	 	FREDERICKSBURG	 	Virginia	 	22407	 		 		 		 		 		 	
	9625	 	1041 WEST BAY AREA BLVD.	 	WEBSTER	 	Texas	 	77598	 		 		 		 		 		 	
	9627	 	622 WEST LINMAR LANE SUITE D25	 	JOHNSON CREEK	 	Wisconsin	 	53038	 		 		 		 		 		 	
	9629	 	6415 LABEAUX AVENUE NE, SUITE B-65	 	ALBERTVILLE	 	Minnesota	 	55301	 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.5 
 Locations, Leases, and Landlords 
  

																					
	 STORE
	 	 LANDLORD

	 #
	 	 Store Address
	 	 City
	 	 State
	 	 Zip
	 	 LL Name ***
	 	 LL Address ***
	 	 LL Address ***
	 	 City ***
	 	 State ***
	 	 Zip ***

	9630 	 	2601 SOUTH MCKENZIE STREET SUITE 476	 	FOLEY	 	Alabama	 	36535	 		 		 		 		 		 	
	9631	 	131 NUT TREE ROAD, SUITE K	 	VACAVILLE	 	California	 	95687	 		 		 		 		 		 	
	9632	 	2700 STATE ROAD 16, STE 815	 	ST. AUGUSTINE	 	Florida	 	32092	 		 		 		 		 		 	
	9633	 	112-A TANGER DRIVE	 	WILLIAMSBURG	 	Iowa	 	52361	 		 		 		 		 		 	
	9635	 	1863 GETTYSBURG DRIVE SUITE 250	 	GETTYSBURG	 	Pennsylvania	 	17325	 		 		 		 		 		 	
	9636	 	1000 ROUTE 611, UNIT A19	 	TANNERSVILLE	 	Pennsylvania	 	18372	 		 		 		 		 		 	
	9640	 	13000 FOLSOM BOULEVARD, SUITE 1440	 	FOLSOM	 	California	 	95630	 		 		 		 		 		 	
	9642	 	550 PRIME OUTLETS BOULEVARD	 	HAGERSTOWN	 	Maryland	 	21740	 		 		 		 		 		 	
	9643	 	1911 LEESBURG GROVE CITY RD/SUITE 315 	 	GROVE CITY	 	Pennsylvania	 	16127	 		 		 		 		 		 	
	9644	 	314 FLAT ROCK PLACE, SUITE A135	 	WESTBROOK	 	Connecticut	 	06498	 		 		 		 		 		 	
	9662	 	5091 E. MAIN STREET	 	COLUMBUS	 	Ohio	 	43213	 		 		 		 		 		 	
	9664	 	4320 EAST MILLS CIRCLE RD UNIT H	 	ONTARIO	 	California	 	91764	 		 		 		 		 		 	
	9665	 	4540 HIGHWAY 54, SUITE N4	 	OSAGE BEACH	 	Missouri	 	65065	 		 		 		 		 		 	
	9668	 	1230 REHOBOTH OUTLETS, HIGHWAY 1	 	REHOBOTH BEACH	 	Delaware	 	19971	 		 		 		 		 		 	
	9670	 	10737 FACTORY SHOPS BOULEVARD	 	GULFPORT	 	Mississippi	 	39503	 		 		 		 		 		 	
	9676	 	2400 TANGER BOULEVARD, STE 152	 	GONZALES	 	Louisiana	 	70737	 		 		 		 		 		 	
	9677	 	640 BOARDWALK BLVD	 	BOSSIER CITY	 	Louisiana	 	71111	 		 		 		 		 		 	
	9680	 	1483 RETHERFORD STREET	 	TULARE	 	California	 	93274	 		 		 		 		 		 	
	9683	 	537 MONMOUTH RD, SPACE 322	 	JACKSON	 	New Jersey	 		 		 		 		 		 		 	
	9685	 	100 CITADEL DRIVE, SUITE 660	 	COMMERCE	 	California	 	90040	 		 		 		 		 		 	
	9686	 	1740 LIGHTHOUSE PLACE	 	MICHIGAN CITY	 	Indiana	 	46360	 		 		 		 		 		 	
	9689	 	820 WEST STACY ROAD, SUITE 330	 	ALLEN	 	Texas	 	75013	 		 		 		 		 		 	
	9690	 	1955 SOUTH CASINO DRIVE, SUITE 207	 	LAUGHLIN	 	Nevada	 	89029	 		 		 		 		 		 	
	9691	 	5001 EAST EXPRESSWAY 83, SUITE 230	 	MERCEDES	 	Texas	 	78570	 		 		 		 		 		 	
	9692	 	4840 TANGER OUTLET BLVD, SUITE 966	 	NORTH CHARLESTON 	 	South Carolina 	 	29418	 		 		 		 		 		 	
	9693	 	4401 NORTH IH 35, SUITE 869	 	ROUND ROCK	 	Texas	 	78664	 		 		 		 		 		 	
	9694	 	7051 SOUTH DESERT BLVD, SUITE C-333	 	CANUTILLO	 	Texas	 	79835	 		 		 		 		 		 	
	9696	 	18 LIGHTCAP ROAD, SUITE 167	 	POTTSTOWN	 	Pennsylvania	 	19464	 		 		 		 		 		 	
	9697	 	29300 HEMPSTEAD ROAD, STE #804	 	CYPRESS	 	Texas	 	77433	 		 		 		 		 		 	
	9698	 	2200 TANGER BLVD, SUITE 725	 	WASHINGTON	 	Pennsylvania	 	15301	 		 		 		 		 		 	
	9701	 	6433 CANOGA AVE	 	WOODLAND HILLS	 	California	 	91367-	 		 		 		 		 		 	
	9702	 	2860 W. PEORIA AVENUE	 	PHOENIX	 	Arizona	 	85029-	 		 		 		 		 		 	
	9703	 	16129 S. HAWTHORNE BLVD #F	 	LAWNDALE	 	California	 	90260-	 		 		 		 		 		 	
	9704	 	350 GELLERT BOULEVARD	 	DALY CITY	 	California	 	94015	 		 		 		 		 		 	
	9705	 	319 S. WINCHESTER BLVD	 	SAN JOSE	 	California	 	95128	 		 		 		 		 		 	
	9706	 	358/366 S. MOUNTAIN AVE	 	UPLAND	 	California	 	91786-	 		 		 		 		 		 	
	9708	 	675 CONTRA COSTA BLVD.	 	PLEASANT HILL	 	California	 	94523	 		 		 		 		 		 	
	9709	 	1111 40TH STREET	 	EMERYVILLE	 	California	 	94608-	 		 		 		 		 		 	
	9710	 	1745 & 1749A ARDEN WAY	 	SACRAMENTO	 	California	 	95815-	 		 		 		 		 		 	
	9711	 	8000 AMADOR VALLEY BLVD.	 	DUBLIN	 	California	 	94568-	 		 		 		 		 		 	
	9712	 	776 NORTHRIDGE MALL	 	SALINAS	 	California	 	93906-	 		 		 		 		 		 	
	9713	 	3200 SISK ROAD #G	 	MODESTO	 	California	 	95356-	 		 		 		 		 		 	
	9714	 	5048 N. BLACKSTONE AVE	 	FRESNO	 	California	 	93710-	 		 		 		 		 		 	
	9715	 	798 INLAND CENTER DRIVE	 	SAN BERNARDINO	 	California	 	92408	 		 		 		 		 		 	
	9716	 	3240 EAST CAMELBACK ROAD	 	PHOENIX	 	Arizona	 	85018	 		 		 		 		 		 	
	9717	 	12847 N. TATUM BLVD.	 	PHOENIX	 	Arizona	 	80532-	 		 		 		 		 		 	
	9718	 	1911 SANTA ROSA AVENUE	 	SANTA ROSA	 	California	 	95407-	 		 		 		 		 		 	
	9719	 	3867 FOOTHILL BOULEVARD	 	PASADENA	 	California	 	91107-	 		 		 		 		 		 	
	9720	 	1152 W. SUNSET RD	 	HENDERSON	 	Nevada	 	89014-	 		 		 		 		 		 	
	9721	 	3699 MING AVE	 	BAKERSFIELD	 	California	 	93309-	 		 		 		 		 		 	
	9722	 	5700 E. BROADWAY	 	TUCSON	 	Arizona	 	85711-	 		 		 		 		 		 	
	9723	 	3638 SOUTH BRISTOL STREET	 	SANTA ANA	 	California	 	92704-	 		 		 		 		 		 	
	9724	 	1302 N. TUSTIN STREET	 	ORANGE	 	California	 	92667-	 		 		 		 		 		 	
	9726	 	1705 S. DECATUR BLVD.	 	LAS VEGAS	 	Nevada	 	89102-	 		 		 		 		 		 	
	9727	 	5756 PACIFIC AVENUE	 	STOCKTON	 	California	 	95207	 		 		 		 		 		 	
	9728	 	2220 S. 37TH STREET, SUITE#8	 	TACOMA	 	Washington	 	98409-	 		 		 		 		 		 	
	9729	 	4898 EL CAMINO REAL	 	LOS ALTOS	 	California	 	94022-	 		 		 		 		 		 	
	9730	 	14725 NORTH EAST 20TH AVE	 	BELLEVUE	 	Washington	 	98007-	 		 		 		 		 		 	
	9731	 	4211 PARADISE ROAD	 	LAS VEGAS	 	Nevada	 	89169	 		 		 		 		 		 	
	9732	 	1620 S. HARBOR BLVD., SUITE A	 	FULLERTON	 	California	 	92632-	 		 		 		 		 		 	
	9733	 	K-MART CTR/882 BLOSSOM HILL RD	 	SAN JOSE	 	California	 	95123-	 		 		 		 		 		 	
	9734	 	1101 SUPERMALL WAY	 	AUBURN	 	Washington	 	98001-	 		 		 		 		 		 	
	9735	 	8705 SOUTH WEST HALL BLVD	 	BEAVERTON	 	Oregon	 	97008-	 		 		 		 		 		 	
	9736	 	330 SOUTH VINCENT AVE.	 	WEST COVINA	 	California	 	91790-	 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.5 
 Locations, Leases, and Landlords 
  

																					
	 STORE
	 	 LANDLORD

	 #
	 	 Store Address
	 	 City
	 	 State
	 	 Zip
	 	 LL Name ***
	 	 LL Address ***
	 	 LL Address ***
	 	 City ***
	 	 State ***
	 	 Zip ***

	9737 	 	15099 HESPERIAN BLVD	 	SAN LEANDRO	 	California	 	94578-	 		 		 		 		 		 	
	9738	 	1845 WESTWOOD BLVD	 	LOS ANGELES	 	California	 	90025-	 		 		 		 		 		 	
	9739	 	4055 NORTH ORACLE ROAD #101	 	TUCSON	 	Arizona	 	85705-	 		 		 		 		 		 	
	9742	 	N-6010 DIVISION ST	 	SPOKANE	 	Washington	 	99208-	 		 		 		 		 		 	
	9743	 	1005 PESCADARO AVE-SUITE 179	 	TRACY	 	California	 	95376-	 		 		 		 		 		 	
	9744	 	72216 HIGHWAY 111, STE F5,F6	 	PALM DESERT	 	California	 	92260-	 		 		 		 		 		 	
	9745	 	17600 COLLIER AVENUE SUITE H184	 	LAKE ELSINORE	 	California	 	92530	 		 		 		 		 		 	
	9746	 	5195 LAKEWOOD BLVD	 	LAKEWOOD	 	California	 	90712-	 		 		 		 		 		 	
	9747	 	2990 MIDWAY DRIVE	 	SAN DIEGO	 	California	 	92110-	 		 		 		 		 		 	
	9748	 	5592 S. SEPULVEDA BLVD.	 	CULVER CITY	 	California	 	90230	 		 		 		 		 		 	
	9752	 	1416 JANTZEN BEACH CENTER	 	PORTLAND	 	Oregon	 	97217	 		 		 		 		 		 	
	9753	 	39121 FREMONT BOULEVARD	 	FREMONT	 	California	 	94538	 		 		 		 		 		 	
	9756	 	12544-B AMARGOSA ROAD	 	VICTORVILLE	 	California	 	92392	 		 		 		 		 		 	
	9757	 	1132 LANCASTER DRIVE, NE	 	SALEM	 	Oregon	 	97301	 		 		 		 		 		 	
	9759	 	6160 FLORIN ROAD - SUITE B	 	SACRAMENTO	 	California	 	95823	 		 		 		 		 		 	
	9760	 	5000 SOUTH ARIZONA MILLS CIRCLE	 	TEMPE	 	Arizona	 	85282	 		 		 		 		 		 	
	9761	 	5595 SOUTH VIRGINIA STREET -SUITE A	 	RENO	 	Nevada	 	89502	 		 		 		 		 		 	
	9768	 	25640 THE OLD ROAD	 	STEVENSON RANCH	 	California	 	91381	 		 		 		 		 		 	
	9769	 	440 BARRETT PARKWAY, SUITE 17	 	KENNESAW	 	Georgia	 	30144	 		 		 		 		 		 	
	9775	 	2108 SOUTH CARAWAY	 	JONESBORO	 	Arkansas	 	72401	 		 		 		 		 		 	
	9777	 	19110A EAST 39TH STREET	 	INDEPENDENCE	 	Missouri	 	64057	 		 		 		 		 		 	
	9778	 	2560 WEST CHANDLER BOULEVARD, SUITE 5 	 	CHANDLER	 	Arizona	 	85224	 		 		 		 		 		 	
	9780	 	7634 MALL ROAD	 	FLORENCE	 	Kentucky	 	41042	 		 		 		 		 		 	
	9782	 	1916 SKIBO ROAD, SUITE 341	 	FAYETTEVILLE	 	North Carolina	 	28314-	 		 		 		 		 		 	
	9783	 	3272 SILAS CREEK PARKWAY	 	WINSTON-SALEM	 	North Carolina	 	27103	 		 		 		 		 		 	
	9787	 	7601 CARSON BOULEVARD	 	LONG BEACH	 	California	 	90808	 		 		 		 		 		 	
	9788	 	1400 SOUTH WASHINGTON STREET	 	NORTH ATTLEBORO	 	Massachusetts	 	02760	 		 		 		 		 		 	
	9789	 	301 W. ESPLANADE DRIVE	 	OXNARD	 	California	 	93030	 		 		 		 		 		 	
	9790	 	1457 NEW BRITAIN AVENUE	 	WEST HARTFORD	 	Connecticut	 	06110	 		 		 		 		 		 	
	9791	 	2101 W. BROADWAY	 	COLUMBIA	 	Missouri	 	65203	 		 		 		 		 		 	
	9792	 	902 WEST KIMBERLY ROAD	 	DAVENPORT	 	Iowa	 	52806	 		 		 		 		 		 	
	9793	 	1392 TWIXT TOWN ROAD	 	MARION	 	Iowa	 	52302	 		 		 		 		 		 	
	9795	 	23600 EL TORO ROAD, SUITE A	 	LAKE FOREST	 	California	 	92630	 		 		 		 		 		 	
	9797	 	10113 HOLE AVENUE	 	RIVERSIDE	 	California	 	92503	 		 		 		 		 		 	
	9798	 	700 N. JOHNSON AVENUE, SUITE 1	 	EL CAJON	 	California	 	92020	 		 		 		 		 		 	
	9799	 	90 RHL BOULEVARD	 	SOUTH CHARLESTON 	 	West Virginia	 	25309	 		 		 		 		 		 	
	9800	 	9078 WESTVIEW ROAD	 	LONE TREE	 	Colorado	 	80124	 		 		 		 		 		 	
	9801	 	10359 ULMERTON ROAD	 	LARGO	 	Florida	 	33771	 		 		 		 		 		 	
	9802	 	2733 PAPERMILL ROAD, STE X-15	 	WYOMISSING	 	Pennsylvania	 	19610	 		 		 		 		 		 	
	9804	 	945 WOLCOTT STREET	 	WATERBURY	 	Connecticut	 	06705	 		 		 		 		 		 	
	9805	 	3737 WEST MARKET STREET, UNIT L	 	FAIRLAWN	 	Ohio	 	44333	 		 		 		 		 		 	
	9806	 	19075 INTERSTATE 45 SOUTH, STE 400	 	SHENANDOAH	 	Texas	 	77385	 		 		 		 		 		 	
	9807	 	5579 FAIRMONT PARKWAY	 	PASADENA	 	Texas	 	77505	 		 		 		 		 		 	
	9808	 	1730 WEST FULLERTON AVENUE, UNIT 22	 	CHICAGO	 	Illinois	 	60614	 		 		 		 		 		 	
	9809	 	900 CAPITAL CENTER BLVD, UNIT G	 	LARGO	 	Maryland	 	20774	 		 		 		 		 		 	
	9810	 	962 SOUTH RANDALL ROAD, UNITE B	 	ST. CHARLES	 	Illinois	 	60174	 		 		 		 		 		 	
	9811	 	2790 NW FEDERAL HIGHWAY	 	STUART	 	Florida	 	34994	 		 		 		 		 		 	
	9813	 	2306 WEST OREGON AVENUE, SPACE F-3	 	PHILADELPHIA	 	Pennsylvania	 	19145	 		 		 		 		 		 	
	9814	 	1208 GALLERIA BOULEVARD, STE 150	 	ROSEVILLE	 	California	 	95678	 		 		 		 		 		 	
	9816	 	89 ROUTE 17 SOUTH	 	EAST RUTHERFORD	 	New Jersey	 	07073	 		 		 		 		 		 	
	9817	 	8015 CITRUS PARK DRIVE	 	TAMPA	 	Florida	 	33625	 		 		 		 		 		 	
	9818	 	9410-A SKOKIE BOULEVARD	 	SKOKIE	 	Illinois	 	60077	 		 		 		 		 		 	
	9820	 	8401A NORTH MERCIER STREET	 	KANSAS CITY	 	Missouri	 	64155	 		 		 		 		 		 	
	9821	 	19220 ALDERWOOD MALL PARKWAY, STE 130 	 	LYNNWOOD	 	Washington	 	98036	 		 		 		 		 		 	
	9822	 	17227 CHESTERFIELD AIRPORT ROAD, #203	 	CHESTERFIELD	 	Missouri	 	63005	 		 		 		 		 		 	
	9823	 	10260 COORS BYPASS NW, SUITE B	 	ALBUQUERQUE	 	New Mexico	 	87114	 		 		 		 		 		 	
	9826	 	2872 HIGHWAY 35 SOUTH	 	HAZLET	 	New Jersey	 	07730	 		 		 		 		 		 	
	9828	 	40620 WINCHESTER ROAD, SUITE A	 	TEMECULA	 	California	 	92591-5504	 		 		 		 		 		 	
	9829	 	5240 ROUTE 30	 	GREENSBURG	 	Pennsylvania	 	15601	 		 		 		 		 		 	
	9831	 	18 MARCH AVENUE	 	MANCHESTER	 	New Hampshire 	 	03103	 		 		 		 		 		 	
	9832	 	2448 WEST LOOP 340, SUITE 27	 	WACO	 	Texas	 	76711	 		 		 		 		 		 	
	9833	 	1125-A VALLEY RIVER DRIVE	 	EUGENE	 	Oregon	 	97401	 		 		 		 		 		 	
	9834	 	39445 10TH STREET WEST, SUITE E	 	PALMDALE	 	California	 	93551	 		 		 		 		 		 	
	9835	 	790 IYANOUGH RD., SUITE 22A	 	HYANNIS	 	Massachusetts	 	02601	 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.5 
 Locations, Leases, and Landlords 
  

																					
	 STORE
	 	 LANDLORD

	 #
	 	 Store Address
	 	 City
	 	 State
	 	 Zip
	 	 LL Name ***
	 	 LL Address ***
	 	 LL Address ***
	 	 City ***
	 	 State ***
	 	 Zip ***

	9840 	 	3750 VETERANS MEMORIAL BLVD	 	METAIRIE	 	Louisiana	 	70002-	 		 		 		 		 		 	
	9841	 	2365 NE 26TH STREET	 	FORT LAUDERDALE	 	Florida	 	33305	 		 		 		 		 		 	
	9842	 	12136 LAKEWOOD BOULEVARD	 	DOWNEY	 	California	 	90242	 		 		 		 		 		 	
	9843	 	17401 SOUTHCENTER PARKWAY, SUITE 141	 	TUKWILA	 	Washington	 	98188	 		 		 		 		 		 	
	9844	 	464 N. ALAFAYA TRAIL, SUITE 109	 	ORLANDO	 	Florida	 	32828	 		 		 		 		 		 	
	9846	 	444 ROUTE 211 EAST	 	MIDDLETOWN	 	New York	 	10940	 		 		 		 		 		 	
	9847	 	1444 UNION TURNPIKE	 	NEW HYDE PARK	 	New York	 	11040	 		 		 		 		 		 	
	9848	 	29611 PLYMOUTH ROAD	 	LIVONIA	 	Michigan	 	48150	 		 		 		 		 		 	
	9849	 	8110 WEST BELL ROAD	 	GLENDALE	 	Arizona	 	85308	 		 		 		 		 		 	
	9850	 	8864 S.E. SUNNYSIDE ROAD	 	CLACKAMAS	 	Oregon	 	97015	 		 		 		 		 		 	
	9851	 	12455 VICTORIA GARDENS LANE SUITE #170 	 	RANCHO CUCAMONGA 	 	California	 	91739	 		 		 		 		 		 	
	9852	 	4175 BALDWIN ROAD, SPACE #9	 	AUBURN HILLS	 	Michigan	 	48326	 		 		 		 		 		 	
	9854	 	4615 WEST FLAMINGO	 	LAS VEGAS	 	Nevada	 	89103	 		 		 		 		 		 	
	9855	 	4001 RIVERDALE ROAD	 	OGDEN	 	Utah	 	84405	 		 		 		 		 		 	
	9856	 	6170 SOUTH STATE STREET	 	MURRAY	 	Utah	 	84107	 		 		 		 		 		 	
	9857	 	1756 SOUTH STATE STREET	 	OREM	 	Utah	 	84097	 		 		 		 		 		 	
	9858	 	7615 FAIRVIEW AVE	 	BOISE	 	Idaho	 	83704	 		 		 		 		 		 	
	9859	 	585 SOUTH 24 WEST	 	BILLINGS	 	Montana	 	59102	 		 		 		 		 		 	
	9860	 	2285 EAST BASELINE ROAD	 	GILBERT	 	Arizona	 	85234	 		 		 		 		 		 	
	9861	 	14115 E. SPRAGUE AVE	 	SPOKANE	 	Washington	 	99216	 		 		 		 		 		 	
	9862	 	1505 POST ROAD EAST	 	WESTPORT	 	Connecticut 	 	06880	 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.7(b) 

Consigned Inventory 

None. 







 Exhibit 4.7(c)(ii) 

Equipment Usage Agreement 
 Date              
 Bank of
America, N.A., 
 Administrative and Collateral Agent 
 MA5-100-09-09 
 100 Federal Street, 9th Floor 
 Boston, Massachusetts 02110 
  

			
	Attention:	  	Ms. Kathy Dimock
		  	Managing Director

 Dear Madam: 

The undersigned (the “Lessor”) has proposed to lease certain equipment (the “Leased Equipment”) to
those persons on Schedule 1 hereto, corporations having their principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021 (collectively, the “Borrower”) and has been advised that you are acting as (among other
roles) the Administrative Agent and the Collateral Agent (collectively, in such capacities, the “Agent”) for the ratable benefit of a syndicate of revolving credit lenders in connection with certain revolving credit facilities in favor of
the Borrower. 
 As an inducement for the Lenders to establish that Loan Agreement and the Lessor to lease the Leased Equipment,
the Lessor and the Agent agree as follows: 
  

	1.	The security interest of the Agent in and to the Leased Equipment is hereby subordinated to the security interest therein of the Lessor. 


 

	2.	The Lessor will not terminate any lease with the Borrower on account of any default by the Borrower, except upon not less than 30 days’ prior written notice to the
Agent (with reasonable detail), during which period, the Lessor shall accept any reasonable cure of such default proffered by the Agent or by the Borrower. 


 

	3.	In the event that the Agent exercises the Agent’s rights upon default as a secured creditor of the Borrower by taking possession of collateral granted by the
Borrower to the Agent, the Lessor will permit the Agent to use, for such purpose, such of the Leased Equipment as may be designated by the Agent, for a period of up to 16 weeks following such exercise, provided that the Agent pays the Lessor
rent for such use (based on the rent called for in the lease pursuant to which the Lessor had leased such equipment to the Borrower). 








  

	4.	Nothing included herein, nor any act undertaken by the Agent pursuant hereto, shall constitute an assumption by the Agent of any obligation of the Borrower to the
Lessor. 

  

			
		 	Very truly yours,
		
		 	Casual Male Retail Group, Inc.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
		 	CMRG Apparel, LLC
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  




 

			
	 Agreed:
 BANK OF
AMERICA, N.A.,
 Administrative and Collateral Agent

		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  









 Schedule 1 
 Casual Male Retail Group, Inc. 
 CMRG Apparel, LLC 







 Exhibit 4.9 

Insurance Policies 
 See attached for insurance policies of Casual Male Retail Group, Inc. (“CMRG”). 








 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

	Workers’ Compensation	  	Wausau Underwriters Insurance Company	  	7/01/10 – 7/01/11	  	Statutory Requirements	  	Workers Compensation
		  	***	  		  	$1,000,000	  	Employers Liability - Bodily Injury By Accident – Each Accident
		  	*** (Premium)	  		  	$1,000,000	  	Employers Liability - Bodily Injury By Disease – Policy Limit
		  		  		  	$1,000,000	  	Employers Liability - Bodily Injury By Disease – Each Employee
					
		  		  		  		  	Federal Employer’s Liability Act
		  		  		  	$10,000	  	Bodily Injury By Accident – Each Accident
		  		  		  	$10,000	  	Bodily Injury By Disease – Policy Limit
		  		  		  		  	US Longshore & Harbor Workers’ Compensation Act
		  		  		  	$1,000,000	  	Bodily Injury By Accident – Each Accident
		  		  		  	$1,000,000	  	Bodily Injury By Disease – Each Employee
		  		  		  	$1,000,000	  	Bodily Injury By Disease – Policy Limit
					
		  		  		  		  	Voluntary Compensation
		  		  		  	$1,000,000	  	Bodily Injury By Accident – Each Accident
		  		  		  	$1,000,000	  	Bodily Injury By Disease – Each Employee
		  		  		  	$1,000,000	  	Bodily Injury By Disease – Policy Limit
					
	Business Travel Accident	  	 Federal Insurance
 Company (Chubb)
	  	March 10, 2010 to March 1, 2013	  	$5,000,000 per Aircraft Accident	  	Benefit amounts varies depending on class of employee, from $75,000 to $1,000,000
		  	Policy # ***	  		  		  	
					
	General Liability	  	 Wausau Business
 Insurance Company
	  	7/01/10 – 7/01/11	  	$2,000,000	  	General Aggregate Limit
	DOMESTIC	  	***	  		  	$2,000,000	  	Products & Completed Operations Limit
		  	*** (Premium)	  		  	$1,000,000	  	Personal & Advertising Injury Limit


  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

		  		  		  	$1,000,000	  	Each Occurrence Limit
		  		  		  	$1,000,000	  	Damage to Premises Rented to You (Any One Fire)
		  		  		  	$10,000	  	Medical Expense Limit (Any One Person)
		  		  		  		  	Employee Benefits Liability
		  		  		  	$2,000,000	  	Limits of Insurance Aggregate
		  		  		  	$1,000,000	  	Limits of Insurance – Each Employee
		  		  		  	7/1/02	  	Retro Active Date
					
	Automobile Liability	  	Wausau Business Insurance Company	  	7/01/10 – 7/01/11	  	$1,000,000	  	Automobile Liability – Any One Accident
	(All States)	  	***	  		  	$10,000	  	Auto Medical Protection – Per Person
		  	*** (Premium)	  		  	 Statutory Minimum
 Limits
	  	Personal Injury Protection
		  		  		  	$1,000,000	  	Uninsured Motorist/Underinsured Motorists
					
	Lead Umbrella	  	Continental Casualty Company	  	7/01/10 – 7/01/11	  	$25,000,000	  	Each Incident/Aggregate
		  	***	  		  	$10,000	  	Retained Limit
		  	*** (Premium)	  		  		  	
					
	Excess Liability	  	Ohio Casualty Insurance Company	  	7/01/10 – 7/01/11	  	$25,000,000	  	Aggregate
		  	***	  		  	$25,000,000	  	Each Occurrence
		  	*** (Premium)	  		  	$25,000,000	  	Excess Lead Umbrella Limit


  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

	Global Transit	  	Indemnity Insurance Co. of North America	  	6/30/10 – 6/30/11	  	 $5,000,000
 $500,000
 $5,000,000
	  	 Per any one Conveyance
 Per
any one Steamer/Connecting Conveyance – On Deck
 War Limit

		  	 ***
 *** (Premium)
	  		  		  	 Deductible: $5,000 Deductible per claim, except losses caused by Theft/Pilferage/Hijacking/Shortage are subject to a deductible of
10% of the insured value of the shipment, which is further subject to a $10,000 minimum and no maximum deductible. Premium based on $475M Sales.
  

Profit Sharing  50/50

					
	Special Contingency Coverage (K&R)	  	U.S. Specialty Insurance Company (PIA)	  	6/29/08 - 7/01/11	  	$10,000,000	  	Special Contingency Coverage
		  	***	  		  		  	
		  	 *** (Three-Year
 Prepaid)
	  		  		  	
					
	 All Risk Property
 US & Canada
	  	Affiliated FM	  	6/30/10 – 6/30/11	  	$175,000,000	  	Policy Limit
		  	***	  		  	***	  	Values
		  	*** (Premium)	  		  		  	
		  		  		  	Included	  	Boiler & Machinery - Property Damage & Business Interruption
		  		  		  		  	Earth Movement, as follows:
		  		  		  	 $175,000,000
 Annual Aggregate
	  	 Scheduled Locations 1, 2 & 3

		  		  		  	 $10,000,000 Annual
 Aggregate,
 $500,000 per

location
	  	 All other locations



  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

		  		  		  	 $5,000,000 Annual Aggregate,
 $500,000 per
 location
	  	California Earth Movement
		  		  		  	 $5,000,000 Annual Aggregate,
 $500,000 per
 location
	  	Tier One & Two New Madrid Seismic Zone Earth Movement
	 All Risk Property
 US & Canada (Cont)
	  	Affiliated FM	  	6/30/10 – 6/30/11	  	Excluded	  	Alaska, Hawaii & Puerto Rico Earth Movement
		  		  		  	$175,000,000 Annual Aggregate	  	Flood, except:
		  		  		  	$10,000,000 Annual Aggregate	  	Locations in Flood Zones prefixed by C and unshaded X
		  		  		  	 $500,000 Annual
 Aggregate
	  	Any one location outside of Flood Zones A and V but within Flood Zones B and Shaded X or Zone D
		  		  		  	Excluded	  	100 Year (Zones A & V) or unclassified or undesignated Flood ones
		  		  		  	$2,000,000	  	Seepage or influx of water - Locations 1, 2 & 3
		  		  		  	$250,000	  	Seepage or influx of water – Scheduled Location 4
		  		  		  	 $2,000,000/ 15% of
 reported BI values
	  	Extra Expense (whichever is greater)
		  		  		  	$500,000	  	Brands & Labels
		  		  		  	$10,000	  	Precious Metals
		  		  		  	$100,000	  	Fire Fighting Materials & Expenses
		  		  		  	$250,000	  	Professional Fees

  

  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

		  		  		  	$250,000	  	Expediting Expenses
		  		  		  	 $100,000 per occurrence
 $1,000 per item
	  	Tree, Shrubs, Plants & Lawns
		  		  		  	$250,000	  	Pavements & Roadways
		  		  		  	$50,000 Annual Aggregate	  	Land & Water Clean Up Expense
		  		  		  	$250,000	  	Installation Floater
		  		  		  	$3,000,000	  	Newly Acquired Property (180 day reporting period)
		  		  		  	$3,000,000	  	Unnamed Locations Coverage
		  		  		  	$250,000	  	Fine Arts
		  		  		  	$1,000,000	  	Accounts Receivable
	 All Risk Property
 US & Canada (Cont)
	  	Affiliated FM	  	6/30/10 – 6/30/11	  	$1,000,000	  	Valuable Papers & Records
		  		  		  	$1,000,000	  	Electronic Data Processing, Data & Media
		  		  		  	 Policy Limit
 $5,000,000
 Included in Item B

Included in Item B
	  	 Demolition & Increased Cost of Construction, as follows:
     Item A: Undamaged Portion
     Item B:
Demolition
     Item C: Compliance with the Law
     Item D: Business Interruption

		  		  		  	$2,000,000	  	Errors & Omissions
		  		  		  	$100,000	  	Transit Coverage
		  		  		  	$175,000,000	  	Terrorism Coverage & Supplemental US Certified Act of Terrorism
		  		  		  	$100,000	  	Terrorism Coverage for Locations Outside the United States
		  		  		  	$1,000,000	  	Fungus, Mold or Mildew
		  		  		  	$100,000	  	Deferred Payment
		  		  		  	$1,000,000	  	Off-Premises Service Interruption - Property Damage


 

  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

		  		  		  	$100,000	  	Arson or Theft Reward
		  		  		  	$100,000	  	Money & Securities
		  		  		  	$100,000	  	Locks & Keys
		  		  		  	$100,000	  	Tenants Legal Liability & Expense
		  		  		  	$100,000	  	Soft Costs
		  		  		  	90 Days	  	Ordinary Payroll
		  		  		  	30 Days	  	Civil Authority
		  		  		  	Included in Off-Premises Service Interruption – PD	  	Off-Premises Service Interruption - Business Interruption
		  		  		  	$1,000,000	  	Contingent Business Interruption
		  		  		  	$250,000	  	Research & Development
		  		  		  	$500,000	  	Ingress/Egress
		  		  		  	$100,000	  	Tax Treatment
		  		  		  	30 Days	  	Extended Period of Indemnity
	 All Risk Property
 US & Canada (Cont)
	  	Affiliated FM	  	6/30/10 – 6/30/11	  		  	
		  		  	Deductibles	  	$25,000	  	All Risk, except:
		  		  		  	$100,000	  	Earth Movement
		  		  		  	5% TIV, $100,000 minimum per location	  	Earth Movement in California; Tier One & Two New Madrid Seismic Zone; & Pacific Northwest Seismic Zones
		  		  		  	5% TIV, $100,000 minimum per location	  	Earth Movement Sprinkler Leakage in California; Tier One & Two New Madrid Seismic Zone; & Pacific Northwest Seismic Zones
		  		  		  	$100,000 per location	  	Flood
		  		  		  	5% TIV, $250,000 minimum per location	  	Wind and/or Hail

  

  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

		  		  		  	$10,000	  	Boiler & Machinery
		  		  		  	 $25,000
 48 Hours
	  	 Off-Premises Service Interruption, as follows:
     Property Damage
     Business
Interruption

		  		  		  	48 Hours	  	Electronic Data Processing Equipment, Data & Media
					
	 All Risk Property
 UK Policy
	  	Affiliated FM	  	 6/30/10 – 6/30/11
	  	$5,111,852	  	Policy Limit
		  	***	  		  	***	  	Values
		  	*** (Premium)	  		  	Included	  	Boiler & Machinery – Property Damage & Business Interruption
		  		  		  	$5,111,852 Annual Aggregate	  	Earth Movement
		  		  		  	$5,111,852 Annual Aggregate	  	Flood
		  		  		  	$1,000,000/ 15% of reported BI values	  	Additional Increased Cost of Working (whichever is greater)
					
	 All Risk Property
 UK Policy (Cont)
	  	Affiliated FM	  	6/30/10 – 6/30/11	  	$250,000	  	Seepage or influx of water
		  		  		  	$500,000	  	Brands & Labels
		  		  		  	$10,000	  	Precious Metals
		  		  		  	$100,000	  	Fire Fighting Materials & Expenses
		  		  		  	$250,000	  	Professional Fees


  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

		  		  		  	$250,000	  	Expediting Expenses
		  		  		  	 $100,000 per
 occurrence
 $1,000 per item
	  	Tree, Shrubs, Plants & Lawns not to exceed a limit of $1,000 per item
		  		  		  	$250,000	  	Paving & Roads
		  		  		  	$50,000 Annual Aggregate	  	Land & Water Clean Up Expense
		  		  		  	$250,000	  	Installation Floater
		  		  		  	$3,000,000	  	Newly Acquired Property (180 day reporting period)
		  		  		  	$3,000,000	  	Unnamed Locations Coverage
		  		  		  	$250,000	  	Fine Arts
		  		  		  	$1,000,000	  	Book Debts
		  		  		  	$1,000,000	  	Valuable Papers & Records
		  		  		  	$1,000,000	  	Electronic Data Processing, Data & Media
		  		  		  	 Policy Limit
 $5,000,000
 Included in Item B

Included in Item B
	  	 Public Authorities, as follows:

    Item A: Undamaged Portion

    Item B: Demolition

    Item C: Compliance with the Law
     Item D: Business Interruption

		  		  		  	$2,000,000	  	Errors & Omissions
		  		  		  	$100,000	  	Transit Coverage
		  		  		  	Not Covered	  	Terrorism
		  		  		  	$1,000,000	  	Fungus, Mold or Mildew
					
	 All Risk Property
 UK Policy (Cont)
	  	Affiliated FM	  	6/30/10 – 6/30/11	  	$100,000	  	Deferred Payment
		  		  		  	$1,000,000	  	Off-Premises Service Interruption – Property Damage
		  		  		  	$100,000	  	Arson or Theft Reward

  

  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

					
		  		  		  	$100,000	  	Money & Securities
		  		  		  	$100,000	  	Locks & Keys
		  		  		  	$100,000	  	Tenants Legal Liability & Expense
		  		  		  	$100,000	  	Soft Costs
		  		  		  	90 Days	  	Ordinary Payroll
		  		  		  	30 Days	  	Civil Authority
		  		  		  	 Included in
 Off-Premises Service
 Interruption – PD
	  	Off-Premises Service Interruption - Business Interruption
		  		  		  	$1,000,000	  	Contingent Business Interruption
		  		  		  	$250,000	  	Research & Development
		  		  		  	$500,000	  	Ingress/Egress
		  		  		  	$100,000	  	Tax Treatment
		  		  		  	30 Days	  	Extended Period of Indemnity
		  		  	Deductibles	  		  	
		  		  		  	$25,000	  	All Risk, except:
		  		  		  	$100,000	  	Earth Movement (Per Occurrence for Each Location)
		  		  		  	$100,000	  	Flood (Per Occurrence for Each Location)
		  		  		  	$10,000	  	Boiler & Machinery
		  		  		  	 $25,000
 48 Hours
	  	 Off-Premises Service Interruption, as follows:
     Property Damage
     Business
Interruption

		  		  		  	48 Hours	  	Electronic Data Processing Equipment, Data & Media
					
	International Casualty	  	 Ace American Insurance
 Co.
	  	6/30/08 – 6/30/11	  		  	
		  	***	  	Commercial GL	  	$1,000,000 each occurrence	  	BI/PD Coverage


  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

		  	*** (Premium)	  		  	$2,000,000 Aggregate Limit	  	Products/Completed Operations
		  		  		  	$1,000,000	  	Premises Damage
		  		  		  	 $1,000,000
 Aggregate Limit
	  	Personal Injury & Advertising Injury Coverage
		  		  		  	$10,000	  	Medical Expense Limit
		  		  		  	 $1,000,000 Each
 Claim
	  	Employee Benefits Liability (subject to $1,000 deductible/claim)
		  		  		  	 $1,000,000 Annual
 Aggregate
	  	Employee Benefits Liability
					
		  		  	Commercial Auto	  	 $1,000,000
 Combined single limit BI/PD any one
 accident
	  	Automobile Bodily Injury/Property Damage Liability Coverage
		  		  		  	 $25,000 Any one
 accident
	  	Hired Auto Physical Damage
		  		  		  	 $25,000 Any one
 policy period
	  	Hired Auto Physical Damage
		  		  		  	 $10,000 each
 person
	  	Medical Payments
		  		  		  	 $20,000 each
 accident
	  	Medical Payments
					
		  		  	 Employers
 Responsibility
 Coverage
	  	 Voluntary
 Compensation
 Benefits:
	  	
		  		  		  	North Americans	  	State of Hire
		  		  		  	 Third Country
 Nationals
	  	Country of Origin


  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

					
	International Casualty (Cont)	  	 Ace American Insurance
 Co.
	  	6/30/08 – 6/30/11	  	Local Nationals	  	EL Only
					
		  		  		  	 $1,000,000 Policy

Limit
	  	Executive Assistance Services (including repatriation) – Medical Assistance Services
		  		  		  	 $1,000,000 each

accident
	  	Contingent Employers Liability - BI by Accident
		  		  		  	 $1,000,000 each

employee
	  	Contingent Employers Liability – BI by disease
		  		  		  	 $1,000,000 policy

limit
	  	Contingent Employers Liability – BI by disease
					
		  		  	AD&D Coverage	  	$25,000 per covered persons	  	Employee AD&D Coverage
		  		  		  	 $1,500,000

Aggregate Limit
	  	Employee AD&D Coverage
					
		  		  	 Kidnap &
 Extortion
 Coverage
	  	$50,000 Each loss	  	Extortion/Ransom Moneys Payment
		  		  		  	 $50,000 Each loss
	  	In transit Extortion/Ransom Moneys Loss
		  		  		  	 $50,000 Each loss
	  	Kidnap and Extortion Expenses
		  		  		  	 $50,000 Each loss
	  	Legal Costs
		  		  		  	 $50,000 Each loss
	  	Detention Expenses
		  		  		  	 $10,000 Each life
	  	Medical, Death or Dismemberment
		  		  		  	 $50,000 Each loss
	  	Medical, Death or Dismemberment
		  		  		  	 $50,000 Each loss
	  	Incident Response

  

  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

					
	Surety / Bonds	  	 Fidelity & Deposit Company of Maryland

***
	  	04/26/10 – 04/26/11	  	$76,500 Bond Amount	  	Sales and Use Tax, State of Nevada
				
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

	 Directors &

Officers Liability
	  	 Chartis Insurance
 Company Policy No. ***
	  	7/1/2010 – 7/1/2011	  	$10,000,000	  	Primary policy excess $250,000 Securities Claims Self Insured Retention
					
		  	 St. Paul Travelers
 Policy No. ***
	  	7/1/2010 – 7/1/2011	  	$10,000,000	  	Excess underlying $10,000,000
					
		  	 Monitor
 Policy No. ***
	  	7/1/2010 – 7/1/2011	  	$5,000,000	  	Excess underlying $20,000,000
					
		  	 Allied World National
 Assurance Company
 Policy No. ***
	  	7/1/2010 – 7/1/2011	  	$10,000,000	  	Excess underlying $25,000,000 – Side A w/Difference in Conditions
					
	 Employment

Practices Liability
	  	 Chartis Insurance Company
 Policy No. ***
	  	7/1/2010 – 7/1/2011	  	$5,000,000	  	Excess $250,000 Self Insured Retention
					
	Fiduciary Liability	  	 Chartis Insurance Company
 Policy No. ***
	  	7/1/2010 – 7/1/2011	  	$5,000,000	  	$0 Self Insured Retention
					
	Crime	  	 Chartis Insurance Company
 Policy No. ***
	  	7/1/2010 – 7/1/2011	  	$5,000,000	  	Excess $150,000 Self Insured Retention
					
	Cyber Risk	  	 Beazley Insurance Group
 Policy No.***
	  	10/14/2009 – 10/14/2010	  	$2,000,000	  	 Excess $100,000 Self Insured Retention
 Insuring Agreements:



  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.


  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	














 Exhibit 4.9 

Insurance Policies 
 Casual Male Retail Group, Inc. 
 Schedule of Insurance 

 

  

									
	 Coverage
	  	 Insurance Carrier

Policy Number
	  	 Policy Term
	  	 Policy Limits

					
		  		  		  		  	 •   Electronic Media Liability

•   Computer and Information Security Liability

•   Privacy Liability

•   Cyber Extortion

•   First Party Data Protection

•   First Party Network Business Interruption

•   Crisis Management Expenses*

 
 *  Sublimits may
apply


  

  

			
	 Note: This Schedule of Insurance is only an outline of coverage that has been prepared for your convenience.

Actual policy language must be consulted for any definitive evaluation Of coverage Terms & Conditions.
	 	













 Exhibit 4.11 

Capital Leases 
 Master List of Outstanding Leases with Equipment Lessors 
  

					
	FINANCIAL SERVICES Product	  	Product Schedule #1012992A2 :	  	1 – IKON (Generic) CPP650 Copier & Canon IR 5000

 Product Schedule #1012992A3: 1- Canon IR 7105 Copier 
 Product Schedule
#1012992A4: 1 – Ricoh C900S Copier 
 Equipment under Lease commencing 02/01/10: 

1 - Ricoh MPC4000 Color Copier 
 1 - Ricoh MPC3300 Color Copier 
 6 - Ricoh MC5000 B&W Copiers 

3 - Ricoh MP6000 B&W Copiers 
 2 - Ricoh MP3350 B&W Copiers 
  

											
	Rental
Schedule	  	 Lease

Commencement Date (2)
	  	Term of
Lease	 	Monthly
Payment (3)	 	Lease
Expiration Date (4)	  	Total Lease
	1012992A2	  	07/01/07	  	48 months (1)	 	***	 	06/30/11	  	***
	1012992A3	  	10/06/08	  	48 months	 	***	 	10/05/12	  	***
	1012992A4	  	01/07/10	  	60 months	 	***	 	01/06/15	  	***
	?	  	02/01/10	  	60 months	 	***	 	01/31/15	  	***

  

	(1)	First month payment $0; Months 2 – 48 = *** / month. 


	(2)	Commencement Date is approximate. Lease commences as of the equipment delivery date. 


	(3)	Maximum copies included in monthly payment. Additional charges may apply if maximum copies exceeded. 


	(4)	Return equipment at end of Lease Term. 


EMC CORPORATION 

Supplement 4 includes: 
 1 -Storage Device 
 - Symmetrix DMX2000 for AS400 environment 

Supplement 6 includes: 
 1 - NS42G-A 
 1 - CRNRK 

1 - CX3-80 

Supplement 7 includes: 
 15 - CS-4G15-300U 
 1 -CX-4PDAE-FD 

 

											
	Rental
Supplement	  	 Lease

Commencement Date
	  	Term of
Lease	  	Monthly
Payment (1)	 	Lease
Expiration Date	  	Total Lease
	4 (2)	  	03/01/10	  	12 months	  	***	 	02/28/11	  	***
	6 (3)	  	02/01/08	  	36 months	  	***	 	01/31/11	  	***
	7 (4)	  	09/01/08	  	29 months	  	***	 	01/31/11	  	***

  

	(1)	Payments assigned to De Lage Financial Services, Inc. 


	(2)	Supplement 4 to Master Lease 13204 extended through 02/28/11. Buyout option price of *** (excludes maintenance and applicable taxes). Monthly Payment and Total Lease
excludes maintenance and applicable taxes. 


	(3)	Supplement 6 replaces Supplements 3 and 5 and the total lease amount includes ***, which is the termination amount for Supplements 3 and 5. 


	(4)	Supplement 7 is coterminous with Supplement 6 and the listed total lease amount is the actual equipment cost. 








 IBM CREDIT LLC 
 Value Plan Lease Agreement No. VP0F82991: 
 2 -TS3310 Tape Library

 2 - RS/6000 System Rack 
 1 - IBM 7042-CR4 HW Management 
 1 - Tape and Optical Storage Device 

1 - Flat Panel Consol Kit 
 ValuePlan Lease Agreement No. VP0F92786: 
 1 - 9992-003 Reseller Sourced IBM
SW 
  

											
	 ValuePlan
 Lease Agreement No.
	  	Lease
Commencement
Date	  	Term of
Lease	  	Monthly
Payment	 	Lease
Expiration
Date (1)	  	Total Lease
	VP0F82991	  	202/1/09	  		  	***	 	04/30/12	  	***
	VP0F92786	  	02/1/09	  	39 months	  	***	 	04/30/12	  	***

  

	(1)	FMV buyout and end of lease term upon 3 months prior written notice to IBM 


	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.13(a) 

Labor Relations 
 None. 







 Exhibit 4.19 

Litigation 
 GENERAL LITIGATION - FISCAL YEAR 2010 
  

															
	 Name of Case
	 	 Jurisdiction
	 	Date Filed	 	 	 Description of Claim
	 	 Amount Sought
	 	 CMRG’s Counsel
	 	 Status

							
	Paul Kelly v. Casual Male Retail Group, Inc.	 	Superior Court, Los Angeles County. Case #BC413329	 	 	5/8/2009	  	 	Kelly filed a class action on behalf of himself and all others similarly situated alleging that CMRG violates the Beverly Song Act (Cal. Civil Code 1747.08) by obtaining and
recording personal information when a credit card is used at point-of-sale. Invasion of privacy.	 	Unkown.	 	 Matthew R. Orr, Esq.
 Call
Jensen & Ferrell
 610 Newport Center Drive
 Suite 700
 Newport Beach, CA
 92660
 (949) 717-3000
 morr@calljensen.com
	 	***
							
	Rowland, Deborah for herself and the Estate of Joe Rowland	 	District Court of Parker County, TX	 	 	9/27/2009	  	 	Personal Injury	 	$450,000 initial demand. Latest demand is $350,000. Defense latest offer was $160,000.	 	Michael Fox, Field Attorney for Liberty Mutual	 	***
							
	Chapter 7 Trustee of the Estate of Block Corporation	 	N/A	 	 	N/A	  	 	Seeks reimbursement of $317,753.61 deduction.	 	$317,753.61	 	N/A	 	***

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.










 Exhibit 4.19 

Litigation 
  

 EMPLOYMENT LITIGATION 

 

																	
	 Plaintiff
	 	State	 	Date Filed	 	 	 Docket #
	 	 Plaintiff’s Counsel
	 	 Charge
	 	 CMRG’s Counsel
	 	 Case Status

								
	Drotar, Marie	 	CA	 	 	7/9/2010	  	 	30-2010-00388534-CU-OE-CXC	 	 Krutcik & Georggin 26021 Acero Mission

Viejo, CA 92691
	 	On behalf of a statewide puntative class of Rochester store employees, illegal deduction of commissions owed/failure to pay meal and rest breaks	 	 David Casey
 Michael
Mankes
 Littler Mendelson
 One
International Place, Suite 2700
 Boston, Massachusetts 02110
 Casey Direct: (617) 378-6001
 email: dcasey@littler.com

mmankes@littler.com
	 	***
								
	 Jones, O’Nekola
 “Nikki”
	 	CA	 	 	6/4/2009	  	 	37-2009-69721-CU-OE-CTL	 	Timothy Cohelan (Cohelan, Khoury & singer)	 	Wage and Hour Claims for CA Store Managers which spans from 2005-2008 for CA store managers.	 	 David Casey
 Michael
Mankes
 Littler Mendelson

One International Place, Suite 2700
 Boston, Massachusetts 02110
 Casey Direct: (617) 378-6001

email: dcasey@littler.com

mmankes@littler.com
	 	***
								
	 Iskandaryan,

Agram
	 	CA	 	 	N/A	  	 	N/A	 	 Grace & Hollis, LLP
 San Diego, CA
	 	On behalf of a statewide putative class of Casual Male store employees, /failure to pay meal and rest breaks and expenses	 	 David Casey
 Michael
Mankes
 Littler Mendelson
 One
International Place, Suite 2700
 Boston, Massachusetts 02110
 Casey Direct: (617) 378-6001
 email: dcasey@littler.com

mmankes@littler.com
	 	***
								
	 Richardson,

Patrick
	 	N.C.	 	 	7/22/2010	  	 	W.D.N.C. Charlotte Div. 3:10-cv-396	 	 Charles Ali Everage

Everage law firm,

PLLC, Charlotte, NC
	 	Race and Gender Discrimination	 	 Trish Holland
 Jackson
Lewis
	 	***

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.










 Exhibit 4.19 

Litigation 
  

 AGENCY CASES 

 

															
	 Name
	 	Date Filed	 	 Case #
	 	 Charge
	 	 Plaintiff
Attorney
	 	 Status
	 	 CMRG’s Counsel
	 	 Comments

	Garcia, Carmen	 	12/29/2005	 	520-2006-00324	 	 Race, Sex,
 National
Origin
	 	Self	 	Submitted to EEOC on 3/14/06	 	 Robert Morsilli

Jackson Lewis
	 	***
								
	 Kyle,

Booker T.
	 	12/2/2008	 	550-2009-00461	 	Sex, Retaliation	 	Self	 	M. Kenney submitted position statement to EEOC on 1/26/09. No legal fees spent to date.	 	N/A	 	***
								
	Vento, Friedel	 	9/20/2010	 	 NYS Div. of Human
 Rights
 10144216
	 	Retaliation/Age	 	Self	 	Response not yet filed.	 	N/A	 	***

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 4.28(b) 

Contingent Obligations 
 In addition to minimum rental payments, many of the store leases to which Casual Male Retail Group, Inc. and/or its subsidiaries (singularly, “Casual Male” or collectively, the “Casual Male
entities”) is a party, include provisions for common area maintenance, real estate taxes, insurance, promotional charges, and or escalation clauses and in some cases percentage rents based on percentage of store sales above designated levels.

 On May 14, 2002, Casual Male completed the acquisition of substantially all of the assets of Casual Male Corp. and
certain of its subsidiaries, for a purchase price of approximately $170 million. In connection with the acquisition, Casual Male assumed certain contingent liabilities, including, but not limited to, existing retail store lease arrangements and the
existing mortgage for Casual Male Corp.’s corporate office located in Canton, Massachusetts, which Casual Male currently occupies as its corporate headquarters. 
 On January 30, 2006, Casual Male entered into a sale-leaseback transaction with Spirit Finance Corporation, a third party real estate investment trust (“Spirit”). In connection with the
transaction, Casual Male sold its headquarters and distribution center property to Spirit for $56.0 million. At the closing on February 1, 2006 Casual Male entered into a twenty-year lease agreement with a wholly-owned subsidiary of Spirit
whereby Casual Male agreed to lease the property back for an annual rent of $4.6 million. 
 Casual Male is subject to various
legal proceedings and claims that arise in the ordinary course of business. Management believes that the resolution of these matters will not have an adverse impact on the results of operations or the financial position of Casual Male. 







 EXHIBIT 5.4 
 FAX TO: CHRIS SANTOS (617) 434-4131 

 

 

 CALCULATION AT COST 

 

															
		 		 		 		  	 
  
	Certificate #

    Date:
	  
   
	 			
	 Revolver Inventory Borrowing Base
	 		 		  				 	 	            —  	(a) 
		 		 		 		  				 	 	 	 
	 Eligible Credit Card Receivables
	 		 	 Advance Rate

        90%
	  				 	 	—  	(b) 
		 		 	 	 		  				 	 	 	 
					
	 Less Availability Reserves
	 		 		  				 			
	 Less Landlord Reserve: 2 months: PA. VA and Wash.
	 		  				 			
		 		 		 		  				 	 	 	 
	 Less Gift Certificate Merchandise Credits
	 		 	        50%	  				 			
		 		 		 		  				 	 	 	 
	 Customer Deposits (TCM& Rochester)
	 		 	      100%	  				 			
		 		 		 		  				 	 	 	 
	 Total Reserves
	 		 		  				 	 	—  	(c) 
		 		 		 		  				 	 	 	 
					
	 Total Revolver Borrowing Base (uncapped) (a+b+c)
	 		 		  				 			
		 		 		 		  				 	 	 	 
				
	 Total Revolver Borrowing Base (capped at $75MM for the Revolver)
	 		  	 	                0  	  	 			
		 		 		 		  	 	 	 	 	 	 	 
	
	AVAILABILITY CALCULATION	  
					
	 Beginning Principal Balance (excludes Last Out)
	 		 		  				 			
		 		 		 		  				 	 	 	 
	 ADD:
	 	Prior days Borrowing from BOA	  				 			
		 		 		 		  				 	 	 	 
	 ADD:
	 	Fees charged today	  				 			
		 		 		 		  				 	 	 	 
	 Less:
	 	Prior day’s pay down	 		 		  				 			
		 		 		 		  				 	 	 	 
	 Ending principal balance
	 		 		  				 	 	—  	  
		 		 		 		  				 	 	 	 
	 ADD:
	 	Estimated accrued interest month-to-date	  				 	 	—  	  
		 		 		 		  				 	 	 	 
	 ADD:
	 	Outstanding Letters of Credit	  				 			
		 		 		 		  				 	 	 	 
	 Total loan balance prior to request (not to exceed)
	 		 		  				 	 	—  	  
		 		 		 		  				 	 	 	 
					
	 Total availability (prior to today’s request)
	 		 		  				 	 	—  	  
		 		 		 		  				 	 	 	 
	 Advance
	 	 ACCT# ***
	 		 		  				 			
		 		 		 		  				 	 	 	 
	 Today’s Paydown (from account ***)
	 		 		  				 	 	—  	  
		 		 		 		  				 	 	 	 
	 Today’s Principal Balance
	 		 		  				 	 	—  	  
		 		 		 		  				 	 	 	 
	 Total availability (after today’s request)
	 		 		  				 	 	—  	  
						
	 Memo:
	 		 		 		  				 			
	 Less:
	 	Minimum Excess Availability Covenant: Greater of	  				 			
		 	    $5,000,000	 		 	5,000,000	  				 			
		 	10% of Loan Cap	 		 	        —  	  				 			
		 		 		 		  				 	 	 	 
					
	 Availability After Covenant
	 		 		  				 	 	—  	  
		 		 		 		  				 	 	 	 


											
		
	 The undersigned represents and warrants that: (a) the information set forth above and all supporting documentation delivered in
connection herewith (i) is true and correct in all material respects, (ii) has been prepared in accordance with the requirements of the Sixth Amended and Restated Loan and Security Agreement (as amended end in effect from time to time, the
“Loan Agreement”) by and between, among others, the Borrowers and Bank of America, N.A., and (iii) is based on supporting documentation that was used by the undersigned in connection with the preparation hereof and supports the
calculations and conclusions evidenced hereby, which supporting documentation the undersigned acknowledges must be satisfactory to the Administrative Agent; (b) no Default or Event of Default (as each such term is defined in the Loan Agreement)
is presently in existence; and (c) all or a portion of the advance requested hereby will be set aside by the Borrowers to cover 100% of the Borrowers’ obligation for sales tax on account of sales since the most recent borrowing under the
Loan Agreement.
	 	
				
		 		 	Casual Male Retail Group, Inc.	 	
		
	 Authorized Signer:
	 	  

		 	     Dennis Hernreich, Executive Vice President, COO, CFO &
Treasurer
 Peter H. Stratton, Jr., Senior Vice President, Finance Corporate Controller, CAO



 

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 CASUAL MALE (The “Borrower”) 

REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION 
  

													
	FAX TO: CHRIS SANTOS (617) 434-4131	  	 
  
	Certificate #
 W/E
Date:
	  
   
	 	
                    
     

						
	 	  	 	 	 	  	 	  	COST	 	 	 
	 Beg. Inventory as of:
	  	
                    
     
	 		  		  				 	
	 (Sourced from JDA Stock Ledger)
	  		 		  		  				 	
		  	Hybrid/DXL Store Inventory	  		  				 	
		  		 		  		  	 	 	 	 	
	Beginning Inventory - Adjusted	  		 		  		  	 	—  	  	 	
					
	 ADD
	  	Receiving/ Purchases	  		  				 	
		  		 		  		  	 	 	 	 	
		  	Purchase Accrual (ASN)	  		  				 	
		  		 		  		  	 	 	 	 	
		  	Reverse ASN Accrual	  		  				 	
		  		 		  		  	 	 	 	 	
		  	Freight	  		  				 	
		  		 		  		  	 	 	 	 	
					
	 LESS
	  	Net Sales @ Retail (memo only)	  	
                    
     
	  				 	
		  	Cost of Goods Sold @ Cost	  		  				 	
		  		 		  		  	 	 	 	 	
						
		  		 		  		  				 	
		  		 		  		  	 	 	 	 	
		  		 	Total Adds/ (Reductions)	  	 	—  	  	 	
		  		 		  		  	 	 	 	 	
						
	Ending Inventory as of:	  	
                    
     
	 		  		  	 	—  	  	 	
		  		 		  		  	 	 	 	 	
					
		  	Eligible LC Inventory	  		  				 	
	 ADD:
	  	At 85%	  		  				 	
		  		 		  		  	 	 	 	 	
		  	Eligible In-Transit Inventory	  		  				 	
		  	At 80%	  		  	 	—  	  	 	
		  		 		  		  	 	 	 	 	
					
	 LESS:
	  	Shrinkage at Cost	  		  				 	
		  	(2.0% of sales since last physical Inv) × Cost Compliment)	  				 	
		  	RTV Inventory (loc #9996) exclusion	  				 	
						
	Eligible Inventory, as of:	  	
                    
     
	 		  		  	 	—  	  	 	
		  		 		  		  	 	 	 	 	
			
	 Revolver Advance Rate (***% Dec. 16 - EOM Sep/ ***% Oct - Dec 15th)*
	  	 	***	% 	 	
		  		 		  		  	 	 	 	 	
	Total Casual Male Borrowing Base Inventory	  	 	0	  	 	
		  		 		  		  	 	 	 	 	

  

	*	Based on Most Recent Appraisal 


	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 ROCHESTER (The “Borrower”) 

REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION 
  

													
	 FAX TO: CHRIS SANTOS (617) 434-4131
	  	 
  
	Certificate #
 W/E
Date:
	  
   
	 	
                    
 

						
	 	  	 	 	 	  	 	  	COST	 	 	 
		  		 		  		  	 	 	 	 	
	 Beg. Inventory as of:
	  	
                  
       
	 		  		  				 	
	 (Sourced from JDA Stock Ledger)
	  		 		  		  				 	
		  	Hybrid/DXL Store Inventory	  		  				 	
		  		 		  		  	 	 	 	 	
	 Beginning Inventory - Adjusted
	  		 		  		  	 	—  	  	 	
					
	 ADD
	  	Receiving/ Purchases	  		  				 	
		  		 		  		  	 	 	 	 	
		  	Purchase Accrual (ASN)	  		  				 	
		  		 		  		  	 	 	 	 	
		  	Reverse ASN Accrual	  		  				 	
		  		 		  		  	 	 	 	 	
		  	Freight	  		  				 	
		  		 		  		  	 	 	 	 	
					
	 LESS
	  	Net Sales @ Retail (memo only)	  		  				 	
		  		 		  	 	  				 	
		  	Cost of Goods Sold @ Cost	  		  				 	
		  		 		  		  	 	 	 	 	
					
		  		 	Total Adds/ (Reductions)	  	 	—  	  	 	
		  		 		  		  	 	 	 	 	
		  	
                  
       
	 		  		  				 	
	 Ending Inventory as of:
	  		 		  		  	 	—  	  	 	
		  		 		  		  	 	 	 	 	
					
	 ADD:
	  	Eligible LC Inventory	  		  				 	
		  	At 85%	  		  	 	—  	  	 	
		  		 		  		  	 	 	 	 	
		  	Eligible In-Transit Inventory	  		  				 	
		  	At 80%	  		  	 	—  	  	 	
		  		 		  		  	 	 	 	 	
					
	 LESS:
	  	Shrinkage (2.0% of sales)	  		  				 	
		  		 		  		  	 	 	 	 	
		  	(2.0% of sales since last physical Inv) × Cost Compliment	  				 	
		  	RTV Inventory (loc #5199) exclusion	  		  				 	
						
	 Eligible Inventory, as of:
	  	
                  
       
	 		  		  	 	—  	  	 	
		  		 		  		  	 	 	 	 	
			
	 Revolver Advance Rate (***% Dec. 16 - EOM Sep/ ***% Oct - Dec 15th)*
	  	 	***	% 	 	
		  		 		  		  	 	 	 	 	
	 Total Rochester Borrowing Base Inventory
	  	 	0	  	 	
		  		 		  		  	 	 	 	 	

  

	*	Based on Most Recent Appraisal 


	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 EXHIBIT 5.8 
 None. 








 Exhibit 7.1 

DDA’s 
  

  

																																							
	 STORE
NO.
	 	 BANK NAME
	 	 BANK
ADDRESS
	 	 CITY
	 	ST	 	 	 ZIP
	 	 TELEPHONE
	 	ACCOUNT #	 	 	ACH
ROUTING #	 	 	DEP.
ROUTING #	 	 	 STORE
ADDRESS
	 	 CITY
	 	ST	 	 	ZIP	 
		 	CASUAL MALE STORES	 		 		 				 		 		 				 				 				 		 		 				 			
	9052	 	US BANK	 	440 REGENCY PARKWAY DRIVE	 	OMAHA	 	 	NE	  	 	68114	 	(402) 392-3600	 	 	***	  	 	 	***	  	 	 	***	  	 	605 NORTH 98 ST	 	OMAHA	 	 	NE	  	 	 	68114	  
	9053	 	BANK OF AMERICA	 	9550 METCALF	 	OVERLAND PARK	 	 	KS	  	 	66212	 	(816) 979-8945	 	 	***	  	 	 	***	  	 	 	***	  	 	8721 METCALF AVENUE	 	OVERLAND PARK	 	 	KS	  	 	 	66212	  
	9054	 	CHASE (JPMORGAN)	 	325 NORTH MILWAKEE AVENUE	 	VERNON HILLS	 	 	IL	  	 	60061	 	(847) 821-8716	 	 	***	  	 	 	***	  	 	 	***	  	 	445 EAST TOWNLINE ROAD	 	VERNON HILS	 	 	IL	  	 	 	60061	  
	9055	 	CHASE (JPMORGAN)	 	2031 WEST HENDERSON ROAD	 	COLUMBUS	 	 	OH	  	 	43220	 	(614) 248-2323	 	 	***	  	 	 	***	  	 	 	***	  	 	1113 KENNEY CENTRE	 	COLUMBUS	 	 	OH	  	 	 	43220	  
	9056	 	BANK OF AMERICA	 	5270 POPLAR AVENUE	 	MEMPHIS	 	 	TN	  	 	38119	 	(901) 684-6000	 	 	***	  	 	 	***	  	 	 	***	  	 	847 SOUTH WHITE STATION RD	 	MEMPHIS	 	 	TN	  	 	 	38117	  
	9058	 	BANK OF AMERICA	 	8100 FORSYTH BLVD	 	ST LOUIS	 	 	MO	  	 	63105	 	(314) 466-0482	 	 	***	  	 	 	***	  	 	 	***	  	 	1026 SOUTH BRENTWOOD BLVD	 	RICHMOND HEIGHTS	 	 	MO	  	 	 	63117	  
	9059	 	CHASE (JPMORGAN)	 	18100 WEST ELEVEN MILE ROAD	 	LATHRUP VILLAGE	 	 	MI	  	 	48076	 	(248) 424-8720	 	 	***	  	 	 	***	  	 	 	***	  	 	26300 SOUTHFIELD ROAD	 	LATHRUP VILLAGE	 	 	MI	  	 	 	48076	  
	9060	 	CHASE (JPMORGAN)	 	1234 MONROE	 	DEARBORN	 	 	MI	  	 	48124	 	(313) 565-8800	 	 	***	  	 	 	***	  	 	 	***	  	 	234000 MICHIGAN AVENUE	 	DEARBORN	 	 	MI	  	 	 	48124	  
	9063	 	CHASE (JPMORGAN)	 	43100 GRAND RIVER AVENUE	 	NOVI	 	 	MI	  	 	48375	 	(248) 349-2424	 	 	***	  	 	 	***	  	 	 	***	  	 	43115 CRESCENT BLVD	 	NOVI	 	 	MI	  	 	 	48375	  
	9064	 	CHASE (JPMORGAN)	 	13999 LAKESIDE CIRCLE	 	STERLING HEIGHTS	 	 	MI	  	 	48313	 	(586) 247-4900	 	 	***	  	 	 	***	  	 	 	***	  	 	13451 HALL ROAD	 	UTICA	 	 	MI	  	 	 	48315	  
	9066	 	BANK OF AMERICA	 	508 POMPTON AVE	 	CEDAR GROVE	 	 	NJ	  	 	07009	 	(800) 841-4000	 	 	***	  	 	 	***	  	 	 	***	  	 	540 US HIGHWAY 46	 	TOTOWA	 	 	NJ	  	 	 	07512	  
	9067	 	BANK OF AMERICA	 	46 PARSONAGE RD	 	MENLO PARK	 	 	NJ	  	 	08837	 	(800) 841-4000	 	 	***	  	 	 	***	  	 	 	***	  	 	236 LAFAYETTE RD	 	EDISON	 	 	NJ	  	 	 	08837	  
	9069	 	BANK OF AMERICA	 	2293 SANDLAKE ROAD	 	ORLANDO	 	 	FL	  	 	32809	 	(407) 855-3181	 	 	***	  	 	 	***	  	 	 	***	  	 	7939 SO. ORANGE BLOSOM TRAIL	 	ORLANDO	 	 	FL	  	 	 	32809	  
	9070	 	BANK OF AMERICA	 	11800 ROCKVILLE PIKE	 	ROCKVILLE	 	 	MD	  	 	20852	 	(301) 881-8390	 	 	***	  	 	 	***	  	 	 	***	  	 	11503-A ROCKVILLE PIKE	 	ROCKVILLE	 	 	MD	  	 	 	20852	  
	9071	 	CHASE (JPMORGAN)	 	431 WEST SOUTHERN AVENUE	 	MESA	 	 	AZ	  	 	85210	 	(480) 890-5343	 	 	***	  	 	 	***	  	 	 	***	  	 	1110 WEST SOUTHERN AVENUE	 	MESA	 	 	AZ	  	 	 	85210	  
	9072	 	CHASE (JPMORGAN)	 	3235 NORTH MESQUITE	 	MESQUITE	 	 	TX	  	 	75150	 	(972) 270-5481	 	 	***	  	 	 	***	  	 	 	***	  	 	1725 NORTH TOWN EAST BLVD	 	MESQUITE	 	 	TX	  	 	 	75150	  
	9073	 	CHASE (JPMORGAN)	 	2000 WEST 15TH STREET	 	PLANO	 	 	TX	  	 	75075	 	(972) 423-6527	 	 	***	  	 	 	***	  	 	 	***	  	 	1025 NO CENTRAL EXPRESSWAY	 	PLANO	 	 	TX	  	 	 	75075	  
	9074	 	CHASE (JPMORGAN)	 	1337 GESSNER	 	HOUSTON	 	 	TX	  	 	77055	 	(713) 751-6100	 	 	***	  	 	 	***	  	 	 	***	  	 	1005 GESSNER STREET	 	HOUSTON	 	 	TX	  	 	 	77055	  
	9076	 	BANK OF AMERICA	 	4040 SOUTH COOPER STREET	 	ARLINGTON	 	 	TX	  	 	76015	 	(817) 468-4787	 	 	***	  	 	 	***	  	 	 	***	  	 	4110 SOUTH COOPER STREET	 	ARLINGTON	 	 	TX	  	 	 	76015	  
	9080	 	BANK OF AMERICA	 	220 SOUTH ESCONDIDO BLVD	 	ESCONDIDO	 	 	CA	  	 	92025-4183	 	(760) 489-2001	 	 	***	  	 	 	***	  	 	 	***	  	 	1004 WEST VALLEY PARKWAY # 23	 	ESCONDIDO	 	 	CA	  	 	 	92025	  
	9081	 	BANK OF AMERICA	 	203 NORTH GLENDALE AVENUE	 	GLENDALE	 	 	CA	  	 	91206	 	(818) 500-5096	 	 	***	  	 	 	***	  	 	 	***	  	 	340 NORTH GLENDALE AVE	 	GLENDALE	 	 	CA	  	 	 	91206	  
	9082	 	BANK OF AMERICA	 	19240 NORDHOFF STREET	 	NORTHRIDGE	 	 	CA	  	 	91324	 	(818) 885-4060	 	 	***	  	 	 	***	  	 	 	***	  	 	19422 NORDOFF STREET (NORDHOFF PLAZA)	 	NORTHRIDGE	 	 	CA	  	 	 	91324	  
	9083	 	CHASE (JPMORGAN)	 	10999 HWY 10 WEST, # 100	 	SAN ANTONIO	 	 	TX	  	 	78230	 	(210) 691-8200	 	 	***	  	 	 	***	  	 	 	***	  	 	11075 IH-10 WEST SUITE 302	 	SAN ANTONIO	 	 	TX	  	 	 	78230	  
	9084	 	BANK OF AMERICA	 	1108 THE MALL IN COLUMBIA	 	COLUMBIA	 	 	MD	  	 	33401	 	(410) 730-8971	 	 	***	  	 	 	***	  	 	 	***	  	 	10300 LITTLE PATUXENT PKWY	 	COLUMBIA	 	 	MD	  	 	 	21044	  
	9102	 	BANK OF AMERICA	 	170 MAIN ST	 	EAST HAVEN	 	 	CT	  	 	06512	 	(800) 841-4000	 	 	***	  	 	 	***	  	 	 	***	  	 	96 FRONTAGE RD	 	EAST HAVEN	 	 	CT	  	 	 	06512	  
	9105	 	BANK OF AMERICA	 	900 BALD HILL ROAD	 	WARWICK	 	 	RI	  	 	02886	 	(401) 821-7588	 	 	***	  	 	 	***	  	 	 	***	  	 	800 BALD HILL RD	 	W WARWICK	 	 	RI	  	 	 	02893	  
	9106	 	BANK OF AMERICA	 	2747 DUKE STREET	 	ALEXANDRIA	 	 	VA	  	 	22314	 	(703) 838-5920	 	 	***	  	 	 	***	  	 	 	***	  	 	6222 LITTLE RIVER TPKE	 	ALEXANDRIA	 	 	VA	  	 	 	22312	  
	9112	 	BANK OF AMERICA	 	71 FAUNCE CORNER RD	 	NORTH DARTMOUTH	 	 	MA	  	 	02747	 	(800) 841-4000	 	 	***	  	 	 	***	  	 	 	***	  	 	21 FAUNCE CORNER RD	 	NORTH DARTMOUTH	 	 	MA	  	 	 	02747	  
	9114	 	CHASE (JPMORGAN)	 	7400 SOUTH PENNSYLVANIA	 	OKLAHOMA CITY	 	 	OK	  	 	73159	 	(405) 231-6000	 	 	***	  	 	 	***	  	 	 	***	  	 	2209 SW 74 ST SUITE 318	 	OKLAHOMA CITY	 	 	OK	  	 	 	73159	  
	9117	 	BANK OF AMERICA	 	310 DANIEL WEBSTER HIGHWAY	 	NASHUA	 	 	NH	  	 	03060	 	(800) 841-4000	 	 	***	  	 	 	***	  	 	 	***	  	 	440 MIDDLESEX RD	 	TYNGSBORO	 	 	MA	  	 	 	01879	  
	9119	 	CHASE (JPMORGAN)	 	4730 WEST 79th STREET	 	CHICAGO	 	 	IL	  	 	60652	 	(773) 585-7700	 	 	***	  	 	 	***	  	 	 	***	  	 	8735 S CICERO AVE	 	HOMETOWN	 	 	IL	  	 	 	60456	  
	9120	 	CHASE (JPMORGAN)	 	215 ROUTE 83	 	ELMHURST	 	 	IL	  	 	60126	 	(630) 834-7329	 	 	***	  	 	 	***	  	 	 	***	  	 	17 WEST 180 22ND STREET	 	OAKBROOK TERRACE	 	 	IL	  	 	 	60181	  
	9123	 	BANK OF AMERICA	 	2030 COLISEUM DRIVE SUIT A	 	HAMPTON	 	 	VA	  	 	23666	 	(757) 896-3300	 	 	***	  	 	 	***	  	 	 	***	  	 	1044 W MERCURY BLVD	 	HAMPTON	 	 	VA	  	 	 	23666	  
	9124	 	BANK OF AMERICA	 	600 SILAS DEANE HIGHWAY	 	WETHERSFIELD	 	 	CT	  	 	06109	 	(800) 841-4000	 	 	***	  	 	 	***	  	 	 	***	  	 	1138 SILAS DEANE HWY	 	WETHERSFIELD	 	 	CT	  	 	 	06109	  
	9127	 	CHASE (JPMORGAN)	 	1225 SOUTH PARK DRIVE	 	GREENWOOD	 	 	IN	  	 	46143	 	(317) 321-4004	 	 	***	  	 	 	***	  	 	 	***	  	 	884 N US 31 GREENWOOD SHOPPES	 	GREENWOOD	 	 	IN	  	 	 	46142	  
	9131	 	BANK OF AMERICA	 	1188 NIAGARA FALLS BLVD	 	TONAWANDA	 	 	NY	  	 	14150	 	(716) 833-3330	 	 	***	  	 	 	***	  	 	 	***	  	 	1228-1230 NIAGARA FALLS BLVD	 	TONAWANDA	 	 	NY	  	 	 	14150	  
	9133	 	BANK OF AMERICA	 	7207 EAST INDEPENDENCE BLVD	 	CHARLOTTE	 	 	NC	  	 	28227	 	(704) 386-5865	 	 	***	  	 	 	***	  	 	 	***	  	 	5030 E INDEPENDENCE BLVD	 	CHARLOTTE	 	 	NC	  	 	 	28212	  
	9137	 	BANK OF AMERICA	 	330 BUSH RIVER ROAD	 	COLUMBIA	 	 	SC	  	 	29210	 	(803) 765-4730	 	 	***	  	 	 	***	  	 	 	***	  	 	125 OUTLET POINT BLVD	 	COLUMBIA	 	 	SC	  	 	 	29210	  
	9139	 	BANK OF AMERICA	 	7420 RIVERS AVENUE	 	NORTH CHARLESTON	 	 	SC	  	 	29406	 	(843) 720-4945	 	 	***	  	 	 	***	  	 	 	***	  	 	7800 RIVERS AVE SUITE 1440	 	CHARLESTON	 	 	SC	  	 	 	29406	  
	9142	 	BANK OF AMERICA	 	1774 WASHINGTON STREET	 	HANOVER	 	 	MA	  	 	02339	 	(800) 841-4000	 	 	***	  	 	 	***	  	 	 	***	  	 	1410 WASHINGTON ST HANOVER SC	 	HANOVER	 	 	MA	  	 	 	02339	  
	9144	 	BANK OF AMERICA	 	225 MEMORIAL AVENUE	 	WEST SPRINGFIELD	 	 	MA	  	 	01089	 	(413) 746-3263	 	 	***	  	 	 	***	  	 	 	***	  	 	223-227 MEMORIAL AVE	 	W SPRINGFIELD	 	 	MA	  	 	 	01089	  
	9147	 	BANK OF AMERICA	 	245 WEST DAVIS STREET	 	BURLINGTON	 	 	NC	  	 	27216	 	(336) 222-3500	 	 	***	  	 	 	***	  	 	 	***	  	 	2397 CORPORATION PKWY	 	BURLINGTON	 	 	NC	  	 	 	27215	  
	9149	 	BANK OF AMERICA	 	133 WOLF RD	 	ALBANY	 	 	NY	  	 	12205	 	(800) 841-4000	 	 	***	  	 	 	***	  	 	 	***	  	 	110 WOLF RD	 	ALBANY	 	 	NY	  	 	 	12205	  
	9152	 	BANK OF AMERICA	 	2501 NORTH OAK STREET	 	MYRTLE BEACH	 	 	SC	  	 	29577	 	(843) 946-2100	 	 	***	  	 	 	***	  	 	 	***	  	 	TANGER OUTLET CENTER ON HIGHWAY 501, 4630 FACTORY STORES BLVD, SUITE A-105	 	MYRTLE BEACH	 	 	SC	  	 	 	29579	  
	9155	 	CHASE (JPMORGAN)	 	6303 N PORTLAND	 	OKLAHOMA CITY	 	 	OK	  	 	73112	 	(405) 440-8575	 	 	***	  	 	 	***	  	 	 	***	  	 	3617 NORTHWEST EXWY	 	OKLAHOMA CITY	 	 	OK	  	 	 	73112	  
	9157	 	BANK OF AMERICA	 	756 TWO MILE PARKWAY	 	GOODLETESVILLE	 	 	TN	  	 	37072	 	(615) 859-4158	 	 	***	  	 	 	***	  	 	 	***	  	 	1596 GALLATIN PIKE N	 	MADISON	 	 	TN	  	 	 	37115	  
	9159	 	BANK OF AMERICA	 	2850 PRINCE WILLIAM PARKWAY	 	WOODBRIDGE	 	 	VA	  	 	22191	 	(703) 497-0801	 	 	***	  	 	 	***	  	 	 	***	  	 	SMOKETOWN STATION, 13289 WORTH AVE.	 	WOODBRIDGE	 	 	VA	  	 	 	22192	  









 Exhibit 7.1 

DDA’s 
  

  

																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK
ADDRESS
	 	 CITY
	 	ST	 	 ZIP
	 	 TELEPHONE
	 	ACCOUNT #	 	ACH
ROUTING #	 	DEP.
ROUTING #	 	 STORE
ADDRESS
	 	 CITY
	 	ST	 	ZIP
	9160	 	BANK OF AMERICA	 	858 WASHINGTON ST	 	DEDHAM	 	MA	 	02026	 	(800) 841-4000	 	***	 	***	 	***	 	735 PROVIDENCE HWY	 	DEDHAM	 	MA	 	02026
	9161	 	BANK OF AMERICA	 	ONE POST OFFICE SQUARE	 	LYNNFIELD	 	MA	 	01940	 	(800) 841-4000	 	***	 	***	 	***	 	87 BROADWAY	 	SAUGUS	 	MA	 	01906
	9166	 	BANK OF AMERICA	 	1263 MILITARY RD	 	NIAGARA FALLS	 	NY	 	14304	 	(716) 283-8783	 	***	 	***	 	***	 	1852 MILITARY RD	 	NIAGARA FALLS	 	NY	 	14304
	9168	 	BANK OF AMERICA	 	738 LONG HILL RD (RT 1)	 	GROTON	 	CT	 	06340	 	(800) 841-4000	 	***	 	***	 	***	 	984 POQUONNOCK RD	 	GROTON	 	CT	 	06340
	9171	 	CHASE (JPMORGAN)	 	2325 SOUTHLAKE MALL	 	MERRILLVILLE	 	IN	 	46410	 	(219) 738-4254	 	***	 	***	 	***	 	2217A E 80TH AVE	 	MERRILLVILLE	 	IN	 	46410
	9172	 	BANK OF AMERICA	 	7220 SAND LAKE RD	 	ORLANDO	 	FL	 	32819	 	(407) 351-4220	 	***	 	***	 	***	 	5728 INTERNATIONAL DR	 	ORLANDO	 	FL	 	32819
	9174	 	BANK OF AMERICA	 	3333 WEST HENRIETTA RD	 	ROCHESTER	 	NY	 	14623	 	(585) 475-1687	 	***	 	***	 	***	 	3333 W HENRIETTA RD SUITE 22	 	ROCHESTER	 	NY	 	14623
	9175	 	BANK OF AMERICA	 	1349 BOSTON POST ROAD	 	MILFORD	 	CT	 	06460	 	(203) 876-3383	 	***	 	***	 	***	 	1501 BOSTON POST RD	 	MILFORD	 	CT	 	06460
	9176	 	BANK OF AMERICA	 	2105 PINECROFT ROAD	 	GREENSBORO	 	NC	 	27407	 	(336) 805-3745	 	***	 	***	 	***	 	3806-A HIGH POINT RD	 	GREENSBORO	 	NC	 	27407
	9177	 	CHASE (JPMORGAN)	 	3501 LAFAYETTE RD	 	INDIANAPOLIS	 	IN	 	46254	 	(317) 321-7156	 	***	 	***	 	***	 	4664 W. 38TH ST.	 	INDIANAPOLIS	 	IN	 	46254
	9178	 	BANK OF AMERICA	 	880 NORTH MILITARY HIGHWAY	 	NORFOLK	 	VA	 	23502	 	(757) 466-5150	 	***	 	***	 	***	 	6109 E. VIGINIA BEACH BLVD.	 	NORFOLK	 	VA	 	23502
	9180	 	CHASE (JPMORGAN)	 	36 E MIDLAND AVE	 	PARAMUS	 	NJ	 	07652	 	(201) 634-1047	 	***	 	***	 	***	 	450 N STATE RT 17	 	PARAMUS	 	NJ	 	07652
	9181	 	BANK OF AMERICA	 	702 NORTH ROLLING ROAD	 	BALTIMORE	 	MD	 	21228	 	(410) 744-2166	 	***	 	***	 	***	 	6217 BALTIMORE NATIONAL PIKE	 	BALTIMORE	 	MD	 	21228
	9185	 	BANK OF AMERICA	 	684 FELLSWAY	 	MEDFORD	 	MA	 	02155	 	(800) 841-4000	 	***	 	***	 	***	 	686 FELLSWAY	 	MEDFORD	 	MA	 	02155
	9186	 	BANK OF AMERICA	 	2500 ROUTE 22 CTR	 	UNION	 	NJ	 	07083	 	(908) 622-9324	 	***	 	***	 	***	 	2456 US HWY 22	 	UNION	 	NJ	 	07083
	9187	 	US BANK	 	2690 SNELLING AVENUE NORTH	 	ROSEVILLE	 	MN	 	55113	 	(631) 636-8300	 	***	 	***	 	***	 	1671 COUNTY RD C	 	ROSEVILLE	 	MN	 	55113
	9188	 	BANK OF AMERICA	 	1801 RICHMOND ROAD	 	WILLIAMSBURG	 	VA	 	23185	 	(757) 259-5481	 	***	 	***	 	***	 	CENTER OF LIGHTFOOT, VA 23090	 	LIGHTFOOT	 	VA	 	23090
	9190	 	CHASE (JPMORGAN)	 	7606 WEST MORGAN AVENUE	 	MILWAUKEE	 	WI	 	53220	 	(414) 546-7485	 	***	 	***	 	***	 	4751 S 76TH ST KOPP SHOP CTR	 	GREENFIELD	 	WI	 	53220
	9191	 	BANK OF AMERICA	 	99 ROCKINGHAM PARK BOULEVARD	 	SALEM	 	NH	 	03079	 	(800) 841-4000	 	***	 	***	 	***	 	346 S BROADWAY	 	SALEM	 	NH	 	03079
	9193	 	BANK OF AMERICA	 	994 MIDDLE COUNTRY RD	 	SELDEN	 	NY	 	11784	 	(800) 841-4000	 	***	 	***	 	***	 	2049 MIDDLE COUNTRY RD	 	CENTEREACH	 	NY	 	11720
	9194	 	CHASE (JPMORGAN)	 	2255 NORTH CALHOUN ROAD	 	BROOKFIELD	 	WI	 	53005	 	(262) 821-4321	 	***	 	***	 	***	 	17500-A WEST BLUEMOND RD	 	BROOKFIELD	 	WI	 	53005
	9196	 	US BANK	 	1760 BEAM AVENUE	 	MAPLEWOOD	 	MN	 	55109	 	(651) 747-2000	 	***	 	***	 	***	 	1845 COUNTY RD D	 	MAPLEWOOD	 	MN	 	55109
	9197	 	BANK OF AMERICA	 	75 MIDDLESEX TURNPKE	 	BURLINGTON	 	MA	 	01803	 	(800) 841-4000	 	***	 	***	 	***	 	34 CAMBRIDGE ST	 	BURLINGTON	 	MA	 	01803
	9199	 	BANK OF AMERICA	 	1290 HOOPER AVENUE	 	TOMS RIVER	 	NJ	 	08753	 	(732) 240-3300	 	***	 	***	 	***	 	BEY LEA PLZ 1232 HOOPER AVE	 	TOM’S RIVER	 	NJ	 	08753
	9200	 	CHASE (JPMORGAN)	 	3225 WEST ADDISON ST	 	CHICAGO	 	IL	 	60618	 	(773) 604-7770	 	***	 	***	 	***	 	2949 W ADDISON ST ADDISON MALL	 	CHICAGO	 	IL	 	60618
	9201	 	US BANK	 	8000 LYNDALE AVENUE SOUTH	 	BLOOMINGTON	 	MN	 	55420	 	(952) 887-6045	 	***	 	***	 	***	 	6601 NICOLLET AVE.	 	RICHFIELD	 	MN	 	55423
	9202	 	FIRST BANKING	 	7500 GREENBAY ROAD	 	KENOSHA	 	WI	 	53142	 	(262) 697-7505	 	***	 	***	 	***	 	7700 120TH AVE UNIT 404	 	KENOSHA	 	WI	 	53142
	9204	 	PROVIDENT BANK	 	44 WEST ROUTE 59	 	NANUET	 	NY	 	10954	 	(845) 627-6180	 	***	 	***	 	***	 	ROCKLAND PLAZA 38 ROCKLAND PLAZA	 	NANUET	 	NY	 	10954
	9205	 	CHASE (JPMORGAN)	 	2101 SOUTH BEND AVENUE	 	SOUTH BEND	 	IN	 	46637	 	(574) 283-4150	 	***	 	***	 	***	 	INDIAN RIDGE SC 5776 GRAPE RD	 	MISHAWAKA	 	IN	 	46545
	9206	 	CHASE (JPMORGAN)	 	7750 NORTH WAYNE ROAD	 	WESTLAND	 	MI	 	48185	 	(734) 425-8605	 	***	 	***	 	***	 	35592 W WARREN RD	 	WESTLAND	 	MI	 	48185
	9207	 	CHASE (JPMORGAN)	 	2368 CENTRAL PARK AVE	 	YONKERS	 	NY	 	10710	 	(914) 337-0878	 	***	 	***	 	***	 	2369 CENTRal Park Ave	 	YONKERS	 	NY	 	10710
	9208	 	CHASE (JPMORGAN)	 	5485 EAST HURON RIVER DRIVE	 	YPSILANTI	 	MI	 	48197	 	(734) 995-8094	 	***	 	***	 	***	 	3576 WASHTENAW AVE	 	ANN ARBOR	 	MI	 	48104
	9210	 	CHASE (JPMORGAN)	 	2310 WEST 95th STREET	 	CHICAGO	 	IL	 	60643	 	(708) 445-1770	 	***	 	***	 	***	 	2637 WEST 95TH ST., EVERGREEN COMMONS	 	EVERGREEN PARK	 	IL	 	60805
	9211	 	WASHINGTON MUTUAL	 	5230 FLATBUSH AVENUE & AVENUE U	 	BROOKLYN	 	NY	 	11234	 	(718) 692-5850	 	***	 	***	 	***	 	2435 FLATBUSH AVE	 	BROOKLYN	 	NY	 	11234
	9213	 	BANK OF AMERICA	 	195 BRISTOL OXFORD VALLEY ROAD	 	LANGHORNE	 	PA	 	19047	 	(800) 841-4000	 	***	 	***	 	***	 	2500 E LINCOLN HWY	 	LANGHORNE	 	PA	 	19047
	9214	 	CHASE (JPMORGAN)	 	260 JOHN R	 	TROY	 	MI	 	48083	 	(248) 524-6224	 	***	 	***	 	***	 	100 W 12 MILE RD SPACE K	 	MADISON HEIGHTS	 	MI	 	48071
	9217	 	CHASE (JPMORGAN)	 	833 SOUTH HIGH STREET	 	COLUMBUS	 	OH	 	43206	 	(614) 248-2480	 	***	 	***	 	***	 	SANCUS RETAIL CENTER, 1154 POLARIS PKW	 	COLUMBUS	 	OH	 	43240
	9220	 	CHASE (JPMORGAN)	 	4763 GREAT NORTHERN BLVD	 	NORTH OLMSTED	 	OH	 	44070	 	(440) 777-4888	 	***	 	***	 	***	 	25180 LORAIN RD	 	N OLMSTED	 	OH	 	44070
	9221	 	BANK OF AMERICA	 	2669 MURFREESBORO ROAD	 	NASHVILLE	 	TN	 	37217	 	(615) 291-2945	 	***	 	***	 	***	 	5295 HICKORY HOLLOW PKWY #1015	 	ANTIOCH	 	TN	 	37013
	9223	 	BANK OF AMERICA	 	141 SOUTH ROCK RD	 	WICHITA	 	KS	 	67207	 	(316) 261-4557	 	***	 	***	 	***	 	8303 KELLOGG ST SUITE 444	 	WICHITA	 	KS	 	67207
	9224	 	CHASE (JPMORGAN)	 	4144 BAY RD	 	SAGINAW	 	MI	 	48603	 	(989) 771-2440	 	***	 	***	 	***	 	4434 BAY RD	 	SAGINAW	 	MI	 	48603
	9225	 	BANK OF AMERICA	 	6711 RITCHIE HIGHWAY	 	GLEN BURNIE	 	MD	 	21061-2395	 	(410) 766-3500	 	***	 	***	 	***	 	6710 GOVERNOR RITCHIE HWY	 	GLEN BURNIE	 	MD	 	21061
	9227	 	CHASE (JPMORGAN)	 	17800 FORT STREET	 	RIVERVIEW	 	MI	 	48192	 	(734) 284-0365	 	***	 	***	 	***	 	18700 EUREKA RD SPACE 1,2,3	 	SOUTHGATE	 	MI	 	48195
	9229	 	US BANK	 	100 NORTH 56TH STREET	 	LINCOLN	 	NE	 	68504	 	(402) 467-8002	 	***	 	***	 	***	 	101 S 48TH SUITE 4	 	LINCOLN	 	NE	 	68510
	9232	 	CHASE (JPMORGAN)	 	4600 DRESSLER ROAD	 	CANTON	 	OH	 	44718	 	(330) 492-4431	 	***	 	***	 	***	 	5106-5108 WHIPPLE NW	 	CANTON	 	OH	 	44718
	9235	 	CHASE (JPMORGAN)	 	SOUTH FLINT PLAZA 4841 FENTON RD	 	FLINT	 	MI	 	48507	 	(810) 234-3557	 	***	 	***	 	***	 	G4365 MILLER RD	 	FLINT	 	MI	 	48507
	9236	 	UNITED SAVINGS BANK	 	301 BALTIMORE PIKE & WEST AVE	 	SPRINFFIELD	 	PA	 	19064-3809	 	(610) 544-9090	 	***	 	***	 	***	 	220 BALTIMORE PIKE	 	SPRINGFIELD	 	PA	 	19064
	9237	 	CHASE (JPMORGAN)	 	2475 SOUTH HAMILTON ROAD	 	COLUMBUS	 	OH	 	43232	 	(614) 248-2490	 	***	 	***	 	***	 	2577 S HAMILTON RD	 	COLUMBUS	 	OH	 	43232









 Exhibit 7.1 

DDA’s 
  

  

																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK
ADDRESS
	 	 CITY
	 	ST	 	 ZIP
	 	 TELEPHONE
	 	ACCOUNT #	 	ACH
ROUTING #	 	DEP.
ROUTING #	 	 STORE
ADDRESS
	 	 CITY
	 	ST	 	ZIP
	9241	 	CHEVY CHASE BANK	 	7515 GREENBELT ROAD	 	GREENBELT	 	MD	 	20770	 	(301) 614-2401	 	***	 	***	 	***	 	7565 GREENBELT RD SPACE 205	 	GREENBELT	 	MD	 	20770
	9242	 	BANK OF AMERICA	 	183 QUAKER RD	 	QUEENSBURY	 	NY	 	12804	 	(800) 841-4000	 	***	 	***	 	***	 	1492 STATE ROUTE 9	 	LAKE GEORGE	 	NY	 	12845
	9247	 	US BANK	 	1493 ROBERT STREET SOUTH	 	WEST ST PAUL	 	MN	 	55118	 	(651) 552-0420	 	***	 	***	 	***	 	1733 S ROBERTS ST	 	W ST PAUL	 	MN	 	55118
	9250	 	BANK OF AMERICA	 	910 TALON DRIVE	 	O’FALLON	 	IL	 	62269	 	(618) 632-5500	 	***	 	***	 	***	 	319 LINCOLN HWY	 	FAIRVIEW HEIGHTS	 	IL	 	62208
	9251	 	CITIZENS NATIOANL BANK	 	PO BOX 4610 PIGEON FORGE OFFICE	 	SEVIERVILLE	 	TN	 	37864-4610	 	(865) 429-7585	 	***	 	***	 	***	 	2655 TEASTER LANE	 	PIGEON FORGE	 	TN	 	37863
	9252	 	US BANK	 	72ND AND DODGE	 	OMAHA	 	NE	 	68114	 	(402) 399-3733	 	***	 	***	 	***	 	7604 DODGE ST	 	OMAHA	 	NE	 	68114
	9254	 	CHASE (JPMORGAN)	 	120 NORTH SCOTT	 	JOLIET	 	IL	 	60432	 	(815) 727-2601	 	***	 	***	 	***	 	1359 N LARKIN ST	 	JOLIET	 	IL	 	60435
	9256	 	BANK OF AMERICA	 	3371 US HWY 1	 	LAWRENCEVILLE	 	NJ	 	08648	 	(800) 432-1000	 	***	 	***	 	***	 	3256 BRUNSWICK PIKE	 	LAWRENCEVILLE	 	NJ	 	08648
	9257	 	CHASE (JPMORGAN)	 	5435 NORTHFIELD ROAD	 	BEDFORD HEIGHTS	 	OH	 	44146	 	(216) 475-5300	 	***	 	***	 	***	 	4755 NORTHFIELD RD	 	N RANDALL	 	OH	 	44128
	9258	 	HUNTINGTON BANK	 	4105 TALMADGE ROAD	 	TOLEDO	 	OH	 	43623	 	(419) 254-7052	 	***	 	***	 	***	 	5212 MONROE ST SUITE B	 	TOLEDO	 	OH	 	43623
	9260	 	NORTHWEST SAVINGS BANK	 	8 MILLCREEK SQUARE	 	ERIE	 	PA	 	16509	 	(814) 866-3900	 	***	 	***	 	***	 	7 MILLCREEK SQ	 	ERIE	 	PA	 	16565
	9267	 	CHASE (JPMORGAN)	 	9991 E WASHINGTON STREET	 	INDIANAPOLIS	 	IN	 	46229	 	317-266-6737	 	***	 	***	 	***	 	10027 E WASHINGTON ST	 	INDIANAPOLIS	 	IN	 	46229
	9270	 	CHASE (JPMORGAN)	 	2404 EAST OAKLAND AVENUE	 	BLOOMINGTON	 	IL	 	61701	 	(309) 433-9151	 	***	 	***	 	***	 	1407 N VETERANS PKWY	 	BLOOMINGTON	 	IL	 	61704
	9271	 	CHASE (JPMORGAN)	 	202 FOREST BLVD	 	PARK FOREST	 	IL	 	60466	 	(708) 747-2400	 	***	 	***	 	***	 	4744 W LINCOLN PKWY	 	MATTESON	 	IL	 	60443
	9272	 	TD BANK	 	30 STATE ROAD	 	KITTERY	 	ME	 	03904	 	207 - 439-2066	 	***	 	***	 	***	 	8 DEXTER LN	 	KITTERY	 	ME	 	03904
	9273	 	CHASE (JPMORGAN)	 	1935 BRETON ROAD SOUTHEAST	 	GRAND RAPIDS	 	MI	 	49506	 	(616) 771-7025	 	***	 	***	 	***	 	3931 28TH ST SE	 	GRAND RAPIDS	 	MI	 	49512
	9274	 	CHASE (JPMORGAN)	 	1 EAST OLD STATE CAPITOL PLAZA	 	SPRINGFIELD	 	IL	 	62701	 	(217) 525-9600	 	***	 	***	 	***	 	2450 WABASH SPACE 101	 	SPRINGFIELD	 	IL	 	62704
	9278	 	BANK OF AMERICA	 	10700 MIDLOTHIAN TURNPIKE	 	RICHMOND	 	VA	 	23235	 	(804) 378-8675	 	***	 	***	 	***	 	11003 MIDLOTHIAN TPKE	 	RICHMOND	 	VA	 	23225
	9280	 	FIRST NAT’L BANK OF PA	 	5004 MCKNIGHT RD	 	PITTSBURG	 	PA	 	15237	 	(412) 369-0990	 	***	 	***	 	***	 	7515 MCKNIGHT ROAD	 	PITTSBURGH	 	PA	 	15237
	9283	 	CHASE (JPMORGAN)	 	5400 MAYFIELD ROAD	 	LYNDHURST	 	OH	 	44124	 	(440) 442-7800	 	***	 	***	 	***	 	5419 MAYFIELD RD	 	LYNDHURST	 	OH	 	44124
	9286	 	BANK OF AMERICA	 	1699 WHITNEY AVE	 	HAMDEN	 	CT	 	06517	 	(800) 841-4000	 	***	 	***	 	***	 	1869 DIXWELL AVE	 	HAMDEN	 	CT	 	06514
	9291	 	BANK OF AMERICA	 	502 SOUTH COLLEGE ROAD	 	WILMINGTON	 	NC	 	28403	 	(910) 251-5244	 	***	 	***	 	***	 	351 S COLLEGE RD SPACE D-19	 	WILMINGTON	 	NC	 	28403
	9292	 	BANK OF AMERICA	 	1469 ROUTE 9	 	WAPPINGERS FALLS	 	NY	 	12590	 	(800) 841-4000	 	***	 	***	 	***	 	1955 SOUTH RD	 	POUGHKEEPSIE	 	NY	 	12601
	9298	 	PNC BANK	 	505 NORTH DUPONT HIGHWAY	 	DOVER	 	DE	 	19901	 	(888) 762-2265	 	***	 	***	 	***	 	1037 N DUPONT HWY	 	DOVER	 	DE	 	19901
	9299	 	US BANK	 	231 COUNTY ROAD 10 NE	 	BLAINE	 	MN	 	55434	 	(763) 785-3015	 	***	 	***	 	***	 	N CT COMMONS SP 13 670 HWY 10	 	BLAINE	 	MN	 	55434
	9302	 	BANK OF AMERICA	 	1123 SOUTH UNIVERSITY	 	LITTLE ROCK	 	AR	 	72205	 	(501) 664-3613	 	***	 	***	 	***	 	1216 S UNIVERSITY AVE	 	LITTLE ROCK	 	AR	 	72204
	9304	 	CHASE (JPMORGAN)	 	2109 WEST CENTRE	 	PORTAGE	 	MI	 	49002	 	(269) 323-0381	 	***	 	***	 	***	 	6749 S WESTNEDGE AVE	 	PORTAGE	 	MI	 	49081
	9306	 	M & T BANK	 	811 KIDDER STREET	 	WILKES-BARRE	 	PA	 	18702	 	(570) 824-5915	 	***	 	***	 	***	 	TRIANGLE PLZ 677H KIDDER ST	 	WILKES BARRE	 	PA	 	18702
	9309	 	BANK OF AMERICA	 	3400 WESTOWN PARKWAY	 	WEST DES MOINES	 	IA	 	50266	 	(515) 224-0615	 	***	 	***	 	***	 	8801 UNIVERSITY AVE	 	CLIVE	 	IA	 	50325
	9311	 	PNC BANK	 	32 MIRACLE MILE SHOPPING CENTER	 	MONROEVILLE	 	PA	 	15146	 	(412) 373-2476	 	***	 	***	 	***	 	3832 WILLIAM PENN HWY	 	MONROEVILLE	 	PA	 	15146
	9312	 	BANK OF AMERICA	 	67 OLD NEWTOWN RD	 	DANBURY	 	CT	 	06810	 	(800) 841-4000	 	***	 	***	 	***	 	100 NEWTOWN RD	 	DANBURY	 	CT	 	06810
	9316	 	M & T BANK	 	2421 OLD PHILADELPHIA PIKE	 	LANCASTER	 	PA	 	17602	 	(717) 293-5505	 	***	 	***	 	***	 	35 S WILLOWDALE DR BOX 807	 	LANCASTER	 	PA	 	17602
	9319	 	US BANK	 	5501 WEST 41ST	 	SIOUX FALLS	 	SD	 	57106	 	(605) 323-3580	 	***	 	***	 	***	 	3500 W 41ST ST	 	SIOUX FALLS	 	SD	 	57106
	9322	 	BANK OF AMERICA	 	19 RIDGEDALE AVE	 	EAST HANOVER	 	NJ	 	07936	 	(800) 841-4000	 	***	 	***	 	***	 	368 STATE ROUTE 10	 	EAST HANOVER	 	NJ	 	07936
	9323	 	FIRST CITIZENS BANK	 	241 EAST MARKET ST, PO BOX 1377	 	SMITHFIELD	 	NC	 	27577-1377	 	(919) 989-3274	 	***	 	***	 	***	 	2400 INDUSTRIAL PK DR SP 450	 	SMITHFIELD	 	NC	 	27577
	9324	 	US BANK	 	3802 13TH AVENUE SOUTH	 	FARGO	 	ND	 	58103	 	(701) 281-0975	 	***	 	***	 	***	 	4340 13TH AVE SW	 	FARGO	 	ND	 	58103
	9327	 	CHASE (JPMORGAN)	 	30730 GROESBECK HIGHWAY	 	ROSEVILLE	 	MI	 	48066	 	(586) 775-7800	 	***	 	***	 	***	 	30160 GRATIOT AVE	 	ROSEVILLE	 	MI	 	48066
	9330	 	WACHOVIA BANK	 	143 OLD COUNTRY RD	 	CARLE PLACE	 	NY	 	11514	 	(516) 577-8317	 	***	 	***	 	***	 	152 GLEN COVE RD	 	CARLE PLACE	 	NY	 	11514
	9331	 	BANK OF AMERICA	 	4495 LEMAY FERRY ROAD	 	ST LOUIS	 	MO	 	63129	 	(314) 284-3800	 	***	 	***	 	***	 	7328 S LINDBERGH BLVD	 	ST LOUIS	 	MO	 	63125
	9333	 	BANK OF AMERICA	 	4189 SOUTH SERVICE ROAD	 	ST PETERS	 	MO	 	63376	 	(636) 939-1236	 	***	 	***	 	***	 	4083 VETERAN’S MEMORIAL PARKWAY	 	ST PETERS	 	MO	 	63376
	9334	 	CHASE (JPMORGAN)	 	3115 RIDGE ROAD	 	LANSING	 	IL	 	60438	 	(708) 474-6161	 	***	 	***	 	***	 	16819 TORRENCE AVE	 	LANSING	 	IL	 	60438
	9336	 	BANK OF AMERICA	 	425 PHILBROOK AVE	 	SOUTH PORTLAND	 	ME	 	04106	 	(800) 841-4000	 	***	 	***	 	***	 	220 MAINE MALL RD	 	S PORTLAND	 	ME	 	04106
	9339	 	BANK OF AMERICA	 	47 WEST MAIN ST	 	PATCHOGUE	 	NY	 	11772	 	(800) 841-4000	 	***	 	***	 	***	 	49956 N SERVICE RD	 	PATCHOGUE	 	NY	 	11772
	9340	 	BANK OF AMERICA	 	7520 MARLBORO PIKE	 	FORESTVILLE	 	MD	 	20747	 	(301) 817-7760	 	***	 	***	 	***	 	5736 SILVER HILL RD	 	DISTRICT HEIGHTS	 	MD	 	20747
	9343	 	PNC BANK	 	2101 PARK MANOR BLVD	 	PITTSBURGH	 	PA	 	15205	 	(412) 787-5757	 	***	 	***	 	***	 	6528 STEUBENVILLE PIKE, ROBINSON COURT	 	PITTSBURGH	 	PA	 	15205
	9347	 	BANK OF AMERICA	 	6701 SOUTH MEMORIAL DRIVE	 	TULSA	 	OK	 	74133	 	(918) 591-6865	 	***	 	***	 	***	 	8228 E 61ST ST SUITE 101	 	TULSA	 	OK	 	74133
	9348	 	M & T BANK	 	WEIS PLAZA 1802 ROOSEVELT AVE	 	YORK	 	PA	 	17408	 	(800) 724-2440	 	***	 	***	 	***	 	MAPLE VLG II 970 LOUCKS RD	 	YORK	 	PA	 	17404
	9349	 	FIFTH THIRD BANK	 	1250 NORTH GREEN RIVER RD	 	EVANSVILLE	 	IN	 	47715	 	(812) 474-2741	 	***	 	***	 	***	 	1530 N GREEN RIVER RD BLDG A	 	EVANSVILLE	 	IN	 	47715









 Exhibit 7.1 

DDA’s 
  

  

																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK
ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP
	 	 TELEPHONE
	 	ACCOUNT #	 	ACH
ROUTING #	 	DEP.
ROUTING #	 	 STORE
ADDRESS
	 	 CITY
	 	ST	 	ZIP
	9351	 	FIRST TENNESSEE	 	5526 BRAINERD RD	 	CHATTANOOGA	 	TN	 	37411	 	(423) 954-2520	 	***	 	***	 	***	 	BRAINARD PK 5799 BRAINARD RD	 	CHATTANOOGA	 	TN	 	37411
	9356	 	CHASE (JPMORGAN)	 	8515 FONDREN	 	HOUSTON	 	TX	 	77074	 	(713) 751-6100	 	***	 	***	 	***	 	6898 SOUTHWEST FREEWAY	 	HOUSTON	 	TX	 	77074
	9360	 	CHASE (JPMORGAN)	 	4530 WEST SAGINAW	 	LANSING	 	MI	 	48917	 	(517) 323-7045	 	***	 	***	 	***	 	5849 W SAGINAW HWY DELTA CTR	 	LANSING	 	MI	 	48917
	9361	 	CHASE (JPMORGAN)	 	1414 WEST OAK STREET	 	ZIONSVILLE	 	IN	 	46077	 	(317) 266-7316	 	***	 	***	 	***	 	501 COLISEUM BLVD E	 	FT WAYNE	 	IN	 	46805
	9363	 	CHASE (JPMORGAN)	 	8515 5TH AVE	 	BROOKLYN	 	NY	 	11209	 	(718) 439-5648	 	***	 	***	 	***	 	527 86TH ST BAYRIDGE	 	BROOKLYN	 	NY	 	11209
	9365	 	CHASE (JPMORGAN)	 	19732 ST HWY 249	 	HOUSTON	 	TX	 	77070	 	(281) 469-1687	 	***	 	***	 	***	 	THE COMMONS AT WILLOWBROOK, 7592 FM 1960 WEST	 	HOUSTON	 	TX	 	77070
	9366	 	CHASE (JPMORGAN)	 	7000 GRAPEVINE HIGHWAY	 	FORT WORTH	 	TX	 	76180	 	(817) 884-4000	 	***	 	***	 	***	 	N EAST SC 8704A AIRPORT FREEWY	 	HURST	 	TX	 	76053
	9367	 	BANK OF AMERICA	 	5310 SUNRISE HIGHWAY	 	MASSAPEQUA	 	NY	 	11762	 	(800) 841-4000	 	***	 	***	 	***	 	5060A SUNRISE HWY	 	MASSAPEQUA	 	NY	 	11762
	9368	 	CHASE (JPMORGAN)	 	2161 STRINGTOWN RD	 	GROVE CITY	 	OH	 	43123	 	(614) 248-2270	 	***	 	***	 	***	 	PKWY CNTR E. BUCKEYE PARKWAY	 	GROVE CITY	 	OH	 	43123
	9370	 	CHASE (JPMORGAN)	 	1730 S HARLEM	 	N RIVERSIDE	 	IL	 	60546	 	(708) 488-9537	 	***	 	***	 	***	 	7365 25TH ST N RIVERSIDE PLZ	 	N RIVERSIDE	 	IL	 	60546
	9371	 	BANK OF AMERICA	 	1355 N. DELSEA DRIVE	 	DEPTFORD	 	NJ	 	08096	 	(800) 841-4000	 	***	 	***	 	***	 	CENTER OF DEPTFORD, NJ 08096	 	DEPTFORD	 	NJ	 	08096
	9374	 	CHASE (JPMORGAN)	 	BAY PLAZA, 2130 BARTOW AVE	 	BRONX	 	NY	 	10475	 	(718) 862-9480	 	***	 	***	 	***	 	BAY PLAZA , 2094 BARTOW AVE	 	BRONX	 	NY	 	10475
	9375	 	CHASE (JPMORGAN)	 	633 NORTHLAND BLVD	 	CINCINNATI	 	OH	 	45240	 	(513) 595-6410	 	***	 	***	 	***	 	CASINELLI SQ 129 E KEMPTER RD	 	SPRINGDALE	 	OH	 	45246
	9376	 	CHASE (JPMORGAN)	 	45 EAST FOURTH STREET	 	CINCINNATI	 	OH	 	45202	 	(513) 784-0770	 	***	 	***	 	***	 	KENWOOD CTR 7324 KENWOOD RD	 	CINCINNATI	 	OH	 	45236
	9377	 	CHASE (JPMORGAN)	 	101 MONUMENT CIRCLE	 	INDIANAPOLIS	 	IN	 	46204	 	(317) 321-7020	 	***	 	***	 	***	 	6024 E 82ND ST CASTLETON SHOPS	 	INDIANAPOLIS	 	IN	 	46250
	9378	 	US BANK	 	MIDTOWN WI OFFICE 5526 W CAPITOL DRIVE	 	MILWAUKEE	 	WI	 	53216	 	(414) 873-8510	 	***	 	***	 	***	 	MIDTOWN CENTER 4176 NORTH 56TH STREET	 	MILWAUKEE	 	WI	 	53209
	9379	 	BANK OF AMERICA	 	188 BOSTON TURNPIKE ROAD	 	SHREWSBURY	 	MA	 	01545	 	(800) 841-4000	 	***	 	***	 	***	 	80 80A BOSTON TPKE	 	SHREWSBURY	 	MA	 	01545
	9380	 	BANK OF AMERICA	 	3375 LEONARDTOWN ROAD	 	WALDORF	 	MD	 	20602	 	(301) 645-8887	 	***	 	***	 	***	 	3376 CRAIN HIGHWAY	 	WALDORF	 	MD	 	20601
	9381	 	CHASE (JPMORGAN)	 	533 LYNDON LANE	 	LOUISVILLE	 	KY	 	40222	 	(502) 566-2291	 	***	 	***	 	***	 	7635 SHELBYVILLE RD	 	LOUISVILLE	 	KY	 	40222
	9383	 	BANK OF AMERICA	 	1000 COTTMAN AVE	 	PHILADELPHIA	 	PA	 	19111	 	(800) 841-4000	 	***	 	***	 	***	 	2375 COTTMAN AVE	 	PHILADELPHIA	 	PA	 	19149
	9384	 	CHASE (JPMORGAN)	 	7990 WASHINGTON VILLAGE DRIVE	 	DAYTON	 	OH	 	45459	 	(937) 443-6290	 	***	 	***	 	***	 	7924 SPRINGBORO PIKE	 	MIAMISBURG	 	OH	 	45342
	9387	 	CHASE (JPMORGAN)	 	30 NORTH MAIN STREET	 	POLAND	 	OH	 	44514	 	(330) 757-0852	 	***	 	***	 	***	 	926 BOARDMAN-POLAND RD	 	BOARDMAN	 	OH	 	44512
	9388	 	SOVEREIGN BANK	 	2655 RICHMOND AVE	 	STATEN ISLAND	 	NY	 	10314	 	(718) 370-3623	 	***	 	***	 	***	 	2295 RICHMOND AVE SPACE 63	 	STATEN ISLAND	 	NY	 	10314
	9390	 	CHASE (JPMORGAN)	 	303 SOUTH MAIN	 	DUNCANVILLE	 	TX	 	75116	 	(972) 780-4207	 	***	 	***	 	***	 	3209 CAMP WISDOM RD	 	DALLAS	 	TX	 	75237
	9391	 	CITIZENS BANK	 	2084 NAMANS ROAD	 	WILMINGTON	 	DE	 	19808	 	(302) 421-2358	 	***	 	***	 	***	 	3924 KIRKWOOD HWY RTE 2	 	WILMINGTON	 	DE	 	19808
	9393	 	CHASE (JPMORGAN)	 	600 SOUTH TYLER STREET, SUITE 100	 	AMARILLO	 	TX	 	79101	 	(806) 378-3100	 	***	 	***	 	***	 	WOFLIN SQ 2221 I-40 W	 	AMARILLO	 	TX	 	79109
	9395	 	CHASE (JPMORGAN)	 	7979 PLAZA BLVD	 	MENTOR	 	OH	 	44060	 	(440) 352-5530	 	***	 	***	 	***	 	7619 MENTOR AVE	 	MENTOR	 	OH	 	44060
	9396	 	BANK OF AMERICA	 	236 WEST DEKALB PIKE	 	KING OF PRUSSIA	 	PA	 	19406	 	(800) 841-4000	 	***	 	***	 	***	 	445 W DEKALB PIKE	 	KING OF PRUSSIA	 	PA	 	19406
	9398	 	BANK OF AMERICA	 	12400 NORTH FREEWAY	 	HOUSTON	 	TX	 	77060	 	(281) 874-6166	 	***	 	***	 	***	 	GREENSPOINTE SQ 153 GREENS RD	 	HOUSTON	 	TX	 	77060
	9400	 	BANK OF AMERICA	 	700 PLAZA DRIVE	 	SECAUCUS	 	NJ	 	07094	 	(800) 841-4000	 	***	 	***	 	***	 	3 MILL CREEK DR	 	SECAUCUS	 	NJ	 	07094
	9401	 	HSBC BANK USA	 	200 OAKDALE MALL	 	JOHNSON CITY	 	NY	 	13790	 	800-975-4722	 	***	 	***	 	***	 	223 REYNOLDS RD OAKDALE MALL 3A	 	JOHNSON CITY	 	NY	 	13790
	9402	 	CHASE (JPMORGAN)	 	2921 PAT BOOKER, STE 100	 	UNIVERSAL CITY	 	TX	 	78148	 	(210) 566-5750	 	***	 	***	 	***	 	8251 AGORA PARKWAY, SUITE 101	 	SELMA	 	TX	 	78154
	9403	 	CHASE (JPMORGAN)	 	19747 US HWY 59	 	HUMBLE	 	TX	 	77338	 	(281) 540-6822	 	***	 	***	 	***	 	19723 EASTEX FREEWAY HWY 59	 	HUMBLE	 	TX	 	77338
	9404	 	BANK OF AMERICA	 	5144 82ND STREET	 	LUBBOCK	 	TX	 	79424	 	(806) 798-4900	 	***	 	***	 	***	 	4408 50TH ST	 	LUBBOCK	 	TX	 	79414
	9405	 	BANK OF AMERICA	 	9375 KINGSTON PIKE	 	KNOXVILLE	 	TN	 	37922	 	(865) 541-6130	 	***	 	***	 	***	 	7834 KINGSTON PIKE	 	KNOXVILLE	 	TN	 	37919
	9406	 	CHASE (JPMORGAN)	 	124 SOUTHWEST ADAMS STREET	 	PEORIA	 	IL	 	61604	 	(309) 672-6123	 	***	 	***	 	***	 	3526-3528 N UNIVERSITY AVE	 	PEORIA	 	IL	 	61604
	9407	 	BANK OF AMERICA	 	9505 PINEVILLE-MATTHEWS ROAD	 	PINEVILLE	 	NC	 	28134	 	(704) 386-3980	 	***	 	***	 	***	 	10610 D CENTRUM PKWY	 	PINEVILLE	 	NC	 	28134
	9408	 	BANK OF AMERICA	 	14001 METROTECH DRIVE	 	CHANTILLY	 	VA	 	22021	 	(703) 502-3360	 	***	 	***	 	***	 	13061 LEE JACKSON MEMORIAL HWY	 	FAIRFAX	 	VA	 	22033
	9409	 	US BANK	 	900 WEST COUNT ROAD 42	 	BURNSVILLE	 	MN	 	55337	 	(952) 435-3235	 	***	 	***	 	***	 	820 W COUNTY RD 42	 	BURNSVILLE	 	MN	 	55337
	9411	 	BANK OF AMERICA	 	50 MONUMENT RD	 	BALA CYNWYD	 	PA	 	19004	 	(800) 841-4000	 	***	 	***	 	***	 	4510 CITY AVE	 	PHILADELPHIA	 	PA	 	19131
	9412	 	BANK OF AMERICA	 	41 BEACON STREET	 	FRAMINGHAM	 	MA	 	01701	 	(800) 841-4000	 	***	 	***	 	***	 	1400 WORCESTER RD	 	NATICK	 	MA	 	01760
	9413	 	BANK OF AMERICA	 	601 N.W. LOOP 410	 	SAN ANTONIO	 	TX	 	78216	 	(210) 525-5440	 	***	 	***	 	***	 	7334 SAN PEDRO BLVD	 	SAN ANTONIO	 	TX	 	78216
	9414	 	BANK OF AMERICA	 	6605 UPTOWN BLVD NE	 	ALBUQUERQUE	 	NM	 	87110	 	(505) 282-3030	 	***	 	***	 	***	 	6601 MENAUL BLVD NE	 	ALBUQUERQUE	 	NM	 	87110
	9415	 	BANK OF AMERICA	 	241-42 S. CONDUIT BLVD	 	ROSEDALE	 	NY	 	11422	 	(800) 841-4000	 	***	 	***	 	***	 	320 W SUNRISE HWY	 	VALLEY STREAM	 	NY	 	11581
	9416	 	CHASE (JPMORGAN)	 	2100 LINDEN BOULEVARD	 	BROOKLYN	 	NY	 	11207	 	(718) 346-0087	 	***	 	***	 	***	 	1110 PENNSYLVANIA AVE STORE 18	 	BROOKLYN	 	NY	 	11207
	9417	 	BANK OF AMERICA	 	3802 S. ALAMEDA	 	CORPUS CHIRSTI	 	TX	 	78404	 	(361) 851-6600	 	***	 	***	 	***	 	5118-C S STAPLES ST	 	CORPUS CHRISTI	 	TX	 	78411
	9419	 	BANK OF AMERICA	 	7676 MCPHERSON ROAD	 	LAREDO	 	TX	 	78041	 	(956) 728-6830	 	***	 	***	 	***	 	5504 SAN BERNADO AVE STE 100	 	LAREDO	 	TX	 	78041
	9420	 	BANK OF AMERICA	 	7703 EASTPOINT MALL	 	BALTIMORE	 	MD	 	21224	 	(410) 285-4780	 	***	 	***	 	***	 	7839 EASTPOINT MALL	 	E BALTIMORE	 	MD	 	21224









 Exhibit 7.1 

DDA’s 
  

  

																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP
	 	 TELEPHONE
	 	 ACCOUNT #
	 	 ACH
ROUTING #
	 	 DEP.
ROUTING #
	 	 STORE
ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP

	9421	 	CHASE (JPMORGAN)	 	4600 SOUTH HULEN STREET	 	FT WORTH	 	TX	 	76132	 	(817) 884-4000	 	***	 	 ***
	 	 ***
	 	4613 S HULEN ST SUITE C	 	FT WORTH	 	TX	 	76132
	9422	 	CHASE (JPMORGAN)	 	5400 LBJ FREEWAY, STE 150	 	DALLAS	 	TX	 	75240	 	(972) 934-7501	 	***	 	 ***
	 	 ***
	 	13398 PRESTON RD	 	DALLAS	 	TX	 	75240
	9424	 	WACHOVIA BANK	 	53 COLONIAL PARK MALL PA 6665	 	HARRISBURG	 	PA	 	17109	 	(717) 657-4065	 	***	 	 ***
	 	 ***
	 	4425 JONESTOWN RD RTE 22	 	HARRISBURG	 	PA	 	17109
	9428	 	CHASE (JPMORGAN)	 	4401 WEST WISCONSIN AVE	 	APPLETON	 	WI	 	54915	 	(920) 738-9000	 	***	 	 ***
	 	 ***
	 	SHOPS AT FOX RIVER 708 N CASALOMA DR STE 10 UNIT3	 	GRAND CHUTE (APPLETON)	 	WI	 	54915
	9429	 	BANK OF AMERICA	 	1212 HAWKINS BLVD	 	EL PASO	 	TX	 	79925	 	(915) 590-4921	 	***	 	 ***
	 	 ***
	 	1111 HAWKINS BLVD	 	EL PASO	 	TX	 	79925
	9430	 	CHASE (JPMORGAN)	 	WHITE PLAINS COUNTY CTR 45 AQUEDUCT RD	 	WHITE PLAINS	 	NY	 	10606	 	(914) 428-1701	 	***	 	 ***
	 	 ***
	 	350 TARRYTOWN RD RTE 119	 	GREENBURGH	 	NY	 	10607
	9431	 	COMPASS BANK	 	2811 EASTERN BLVD	 	MONTGOMERY	 	AL	 	36116	 	(334) 409-7206	 	***	 	 ***
	 	 ***
	 	3984 EASTERN BLVD SUITE B	 	MONTGOMERY	 	AL	 	36116
	9432	 	BANK OF AMERICA	 	29 BLANDING BLVD	 	ORANGE PARK	 	FL	 	32073	 	(904) 269-1770	 	***	 	 ***
	 	 ***
	 	66 BLANDING BLVD	 	ORANGE PARK	 	FL	 	32073
	9433	 	BANK OF AMERICA	 	9550 REGENCY SQUARE BLVD	 	JACKSONVILLE	 	FL	 	32225	 	(904) 724-4445	 	***	 	 ***
	 	 ***
	 	9402 ARLINGTON EXWY	 	JACKSONVILLE	 	FL	 	32225
	9434	 	BANK OF AMERICA	 	1199 NE 163rd STREET	 	NORTH MIAMI	 	FL	 	33162	 	(305) 947-0691	 	***	 	 ***
	 	 ***
	 	1749 NE 163RD ST	 	N MIAMI BEACH	 	FL	 	33162
	9435	 	BANK OF AMERICA	 	5330 HIGHWAY 78	 	STONE MOUNTAIN	 	GA	 	30087	 	(770) 498-5250	 	***	 	 ***
	 	 ***
	 	5370 US HWY 78 SUITE 5	 	STONE MOUNTAIN	 	GA	 	30087
	9436	 	BANK OF AMERICA	 	2850 NO FEDERAL HWY	 	LIGHTHOUSE POINT	 	FL	 	33064	 	(954) 784-2974	 	***	 	 ***
	 	 ***
	 	1800 N FEDERAL HWY STE 100	 	POMPANO BEACH	 	FL	 	33062
	9440	 	BANK OF AMERICA	 	821 NORTH STILES STREET	 	LINDEN	 	NJ	 	07036	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	1601 W EDGAR RD	 	LINDEN	 	NJ	 	07036
	9442	 	CHITTENDEN BANK	 	99 DORSET STREET	 	S BURLINGTON	 	VT	 	05403	 	(802) 658-1444	 	***	 	 ***
	 	 ***
	 	861 WILLISTON RD STAPLES PLZ	 	S BURLINGTON	 	VT	 	05403
	9444	 	M & T BANK	 	640 SCRANTON CARBONDALE HWY	 	SCRANTON	 	PA	 	18508	 	(570) 342-3047	 	***	 	 ***
	 	 ***
	 	CENTER OF SCRANTON, PA 18508	 	SCRANTON	 	PA	 	18508
	9445	 	BANK OF AMERICA	 	265 MONTAUK HIGHWAY	 	ISLIP	 	NY	 	11751	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	1757 SUNRISE HWY	 	BAY SHORE	 	NY	 	11706
	9447	 	BANK OF AMERICA	 	7811 MAPLE AVENUE	 	PENNSAUKEN	 	NJ	 	08109	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	216 HADDONFIELD RD	 	CHERRY HILL	 	NJ	 	08002
	9449	 	BANK OF AMERICA	 	8501 SUDLEY RD	 	MANASSAS	 	VA	 	20109	 	(703) 331-3030	 	***	 	 ***
	 	 ***
	 	8372 SUDLEY RD	 	MANASSAS	 	VA	 	22109
	9451	 	CHASE (JPMORGAN)	 	323 SOUTH BARRINGTON ROAD	 	SCHAUMBURG	 	IL	 	60193	 	(847) 895-3803	 	***	 	 ***
	 	 ***
	 	SCHAUMBURG PROMENADE 1985 EAST GOLF ROAD	 	SCHAUMBURG	 	IL	 	60173
	9454	 	BANK OF AMERICA	 	1459 MACARTHUR RD	 	WHITEHALL	 	PA	 	18052	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	2367 MACARTHUR RD	 	WHITEHALL	 	PA	 	18052
	9456	 	BANK OF AMERICA	 	600 DICK RD	 	DEPEW	 	NY	 	14043	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	2130 WALDEN AVE	 	CHEEKTOWAGA	 	NY	 	14225
	9457	 	US BANK	 	2400 MAPLE GROVE ROAD	 	DULUTH	 	MN	 	55811	 	(218) 723-2938	 	***	 	 ***
	 	 ***
	 	913 W CENTRAL ENTRANCE	 	DULUTH	 	MN	 	55811
	9458	 	BANK OF AMERICA	 	15 COMMERCE BLVD	 	SUCCASUNNA	 	NJ	 	07876	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	288 STATE ROUTE 10 W	 	SUCCASUNNA	 	NJ	 	07876
	9460	 	BANK OF AMERICA	 	7101 WEST BROAD STREET	 	RICHMOND	 	VA	 	23294	 	(804) 755-4500	 	***	 	 ***
	 	 ***
	 	7111 W BROAD ST	 	RICHMOND	 	VA	 	23294
	9461	 	BANK OF AMERICA	 	25 MAIN STREET	 	SOUTH RIVER	 	NJ	 	08882	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	326 STATE ROUTE 18	 	E BRUNSWICK	 	NJ	 	08816
	9464	 	BANK OF AMERICA	 	1381 EAST RIDGE ROAD	 	ROCHESTER	 	NY	 	14621	 	(716) 467-7781	 	***	 	 ***
	 	 ***
	 	1381 E RIDGE RD	 	IRONDEQUOIT (ROCHESTER)	 	NY	 	14621
	9465	 	CHASE (JPMORGAN)	 	1331 PARK AVENUE WEST	 	MANSFIELD	 	OH	 	44906	 	(419) 525-5715	 	***	 	 ***
	 	 ***
	 	695 N LEXINGTON SPRINGMILL RD	 	MANSFIELD	 	OH	 	44906
	9466	 	CHASE (JPMORGAN)	 	2207 SAGAMORE PARKWAY SOUTH	 	LAFAYETTE	 	IN	 	47905	 	(765) 423-0140	 	***	 	 ***
	 	 ***
	 	2128 SAGAMORE PKWY S	 	LAFAYETTE	 	IN	 	47905
	9468	 	CHASE (JPMORGAN)	 	935 PILGRIM WAY	 	GREEN BAY	 	WI	 	54304	 	(920) 497-6800	 	***	 	 ***
	 	 ***
	 	2300 S ONEIDA ST UNITED CTR	 	GREEN BAY (ASHWAUBEN)	 	WI	 	54304
	9469	 	CHASE (JPMORGAN)	 	3209 COURTYARD DRIVE	 	MIDLAND	 	TX	 	79705	 	(432) 688-6353	 	***	 	 ***
	 	 ***
	 	4410 N MIDKIFF RD SUITE B-1	 	MIDLAND	 	TX	 	79705
	9470	 	CHASE (JPMORGAN)	 	1481 SOUTH SEVENTH STREET	 	LOUISVILLE	 	KY	 	40208	 	(502) 566-2201	 	***	 	 ***
	 	 ***
	 	4814 OUTER LOOP BROWNSVL SQ SC	 	LOUISVILLE	 	KY	 	40219
	9471	 	CHASE (JPMORGAN)	 	5233 JOHNSTON STREET	 	LAFAYETTE	 	LA	 	70503	 	(337) 236-7182	 	***	 	 ***
	 	 ***
	 	3501 AMBASSADOR CAFFREY	 	LAFAYETTE	 	LA	 	70503
	9472	 	BANK OF AMERICA	 	745 LYNNHAVEN PARKWAY	 	VIRGINIA BEACH	 	VA	 	23452	 	(757) 498-6013	 	***	 	 ***
	 	 ***
	 	2704 N MALL DR SUITE 105-106	 	VIRGINIA BEACH	 	VA	 	23452
	9473	 	US BANK	 	1415 N ACADEMY BLVD	 	COLORADO SPRINGS	 	CO	 	80909	 	(719) 597-9038	 	***	 	 ***
	 	 ***
	 	507 N ACADEMY BLVD CITADEL XG	 	COLORADO SPRINGS	 	CO	 	80909
	9477	 	BANK OF AMERICA	 	900 WEST 49TH STREET	 	HIALEAH	 	FL	 	33012	 	(305) 364-8000	 	***	 	 ***
	 	 ***
	 	1001 W 49TH ST STE 1	 	HIALEAH	 	FL	 	33012
	9478	 	CHASE (JPMORGAN)	 	8578 GOODWOOD BLVD	 	BATON ROUGE	 	LA	 	70806	 	(225) 332-4523	 	***	 	 ***
	 	 ***
	 	9490 AIRLINE HWY	 	BATON ROUGE	 	LA	 	70815
	9482	 	BANK OF AMERICA	 	2105 WEST BRANDON BLVD	 	BRANDON	 	FL	 	33511	 	(813) 653-2235	 	***	 	 ***
	 	 ***
	 	103 BRANDON TOWN CENTER BLVD	 	BRANDON	 	FL	 	33511
	9484	 	CHASE (JPMORGAN)	 	303 SOUTH MATTIS AVENUE	 	CHAMPAIGN	 	IL	 	61821	 	(217) 351-1600	 	***	 	 ***
	 	 ***
	 	1006 W ANTHONY DR SUITES A & B	 	CHAMPAIGN	 	IL	 	61820
	9486	 	CHASE (JPMORGAN)	 	221 WEST SIXTH STREET	 	AUSTIN	 	TX	 	78701	 	(512) 479-1581	 	***	 	 ***
	 	 ***
	 	9705 RESEARCH BLVD HWY 183	 	AUSTIN	 	TX	 	78759
	9487	 	CHASE (JPMORGAN)	 	105 SOUTH ST. MARY’S	 	SAN ANTONIO	 	TX	 	78205	 	(210) 271-8200	 	***	 	 ***
	 	 ***
	 	5755 NORTHWEST LOOP 410 #103	 	SAN ANTONIO	 	TX	 	78238
	9488	 	BANK OF AMERICA	 	4330 U S 98 NORTH	 	LAKELAND	 	FL	 	33809-3821	 	(863) 816-1610	 	***	 	 ***
	 	 ***
	 	4304 HWY 98 N VILLAGE PLZ	 	N LAKELAND	 	FL	 	33809
	9489	 	CHASE (JPMORGAN)	 	55 SOUTH MAIN STREET, STE 175	 	NAPERVILLE	 	IL	 	60540	 	(630) 305-6115	 	***	 	 ***
	 	 ***
	 	618 S RTE 59 NAPER W PLZ #112	 	NAPERVILLE	 	IL	 	60540
	9490	 	BANK OF AMERICA	 	6304 NORTH POINT PARKWAY	 	ALPHARETTA	 	GA	 	30022	 	(710) 442-2476	 	***	 	 ***
	 	 ***
	 	7681 N POINT PKWY SUITE 500	 	ALPHARETTA	 	GA	 	30202
	9491	 	BANK OF AMERICA	 	9101 S DIXIE HWY	 	MIAMI	 	FL	 	33156	 	(305) 663-5107	 	***	 	 ***
	 	 ***
	 	9875 S DIXIE HWY	 	MIAMI	 	FL	 	33156
	9494	 	BANK OF AMERICA	 	460 E ALTAMONTE DRIVE	 	ALTAMONTE SPRINGS	 	FL	 	32701	 	(321) 207-2400	 	***	 	 ***
	 	 ***
	 	355 E ALTAMONTE DR SUITE 1000	 	ALTAMONTE SPRINGS	 	FL	 	32701
	9500	 	CHASE (JPMORGAN)	 	1201 WEST MAIN STREET	 	LEWISVILLE	 	TX	 	75067	 	(214) 290-2000	 	***	 	 ***
	 	 ***
	 	565 E HWY 3040 SUITE 201	 	LEWISVILLE	 	TX	 	75067
	9501	 	BANK OF AMERICA	 	2940 S. GLENSTONE	 	SPRINGFIELD	 	MO	 	65804	 	(417) 227-6251	 	***	 	 ***
	 	 ***
	 	1418 E BATTLEFIELD RD	 	SPRINGFIELD	 	MO	 	65804
	9502	 	NATIONAL CITY BANK	 	12010 CHURCH STREET LOCATOR R-H23-XX	 	BIRCH RUN	 	MI	 	48415	 	(989) 797-9277	 	***	 	 ***
	 	 ***
	 	12150 SOUTH BEYER ROAD, SPACE F050	 	BIRCH RUN	 	MI	 	48415









 Exhibit 7.1 

DDA’s 
  

  

																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP
	 	 TELEPHONE
	 	 ACCOUNT #
	 	 ACH
ROUTING #
	 	 DEP.
ROUTING #
	 	 STORE ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP

	9503	 	VALLEY NATIONAL BANK	 	22 BLOOMFIELD AVENUE	 	BELLEVILLE	 	NJ	 	07109	 	(973) 759-1015	 	***	 	 ***
	 	 ***
	 	135 BLOOMFIELD AVE	 	BLOOMFIELD	 	NJ	 	07003
	9504	 	CHASE (JPMORGAN)	 	4097 NICHOLS PARK DRIVE, SUITE 100	 	LEXINGTON	 	KY	 	40503	 	(859) 273-1016	 	***	 	 ***
	 	 ***
	 	3270 NICHOLASVILLE RD	 	LEXINGTON	 	KY	 	40503
	9505	 	BANK OF AMERICA	 	6033 GLENNWOOD AVENUE	 	RALEIGH	 	NC	 	27612	 	(919) 716-2237	 	***	 	 ***
	 	 ***
	 	6010 GLENWOOD AVE US 70 W	 	RALEIGH	 	NC	 	27612
	9506	 	FIRST COMMONWEALTH BANK	 	P.O. BOX 503	 	HOLLIDAYBURG	 	PA	 	16648	 	(814) 944-4644	 	***	 	 ***
	 	 ***
	 	RT 200 & PLANK RD PARK HIL PLZ	 	ALTOONA	 	PA	 	16602
	9507	 	CHASE (JPMORGAN)	 	3508 W GENESEE STREET	 	SYRACUSE	 	NY	 	13219	 	(315) 488-9255	 	***	 	 ***
	 	 ***
	 	3514 W GENESEE ST	 	SYRACUSE	 	NY	 	13219
	9508	 	CHASE (JPMORGAN)	 	3401 WEST FOX RIDGE LANE	 	MUNCIE	 	IN	 	47304	 	(765) 747-4615	 	***	 	 ***
	 	 ***
	 	3301 N EVERBROOK LANE	 	MUNCIE	 	IN	 	47304
	9509	 	BANK OF AMERICA	 	2120 WEST STREET	 	ANNAPOLIS	 	MD	 	21401-3058	 	(410) 224-3625	 	***	 	 ***
	 	 ***
	 	2091 WEST ST SUITE B	 	ANNAPOLIS	 	MD	 	21401
	9510	 	BANK OF AMERICA	 	3542 SATELLITE BLVD.	 	DULUTH	 	GA	 	30136	 	(770) 497-3100	 	***	 	 ***
	 	 ***
	 	1950 PLEASANT HILL RD SUITE B	 	DULUTH	 	GA	 	30096
	9513	 	BANK OF AMERICA	 	825 DULVANEY VALLEY BLVD	 	TOWSON	 	MD	 	21286	 	(410) 277-7471	 	***	 	 ***
	 	 ***
	 	815 GOUCHER BLVD	 	BALTIMORE	 	MD	 	21286
	9516	 	BANK OF AMERICA	 	1511 MATTHEW DRIVE	 	FORT MYERS	 	FL	 	33907	 	(239) 939-1011	 	***	 	 ***
	 	 ***
	 	4455 CLEVELAND AVE	 	FT MYERS	 	FL	 	33901
	9518	 	CHASE (JPMORGAN)	 	8921 QUEENS BOULEVARD	 	ELMHURST	 	NY	 	11373	 	(718) 803-5340	 	***	 	 ***
	 	 ***
	 	8955 QUEENS BLVD	 	ELMHURST	 	NY	 	11373
	9521	 	BANK OF AMERICA	 	3507 WHEELER RD	 	AUGUSTA	 	GA	 	30909	 	(706) 737-4923	 	***	 	 ***
	 	 ***
	 	3435 WRIGHTSBORO RD SUITE 1206	 	AUGUSTA	 	GA	 	30909
	9522	 	BANK OF AMERICA	 	7802 ABERCORN STREET	 	SAVANNAH	 	GA	 	31406	 	(912) 353-3960	 	***	 	 ***
	 	 ***
	 	OGLETHORPE PLAZA, 7929 ABERCORN STREET, SUITE 640-650	 	SAVANNAH	 	GA	 	31406
	9523	 	BANK OF AMERICA	 	1827 N MILITARY TRAIL	 	WEST PALM BEACH	 	FL	 	33409-4715	 	(561) 697-3603	 	***	 	 ***
	 	 ***
	 	1990 N MILITARY TRAIL	 	W PALM BEACH	 	FL	 	33409
	9524	 	BANK OF AMERICA	 	3120 SW 34 th AVE	 	OCALA	 	FL	 	34474-4433	 	(352) 861-1015	 	***	 	 ***
	 	 ***
	 	3558 SW COLLEGE RD, SUITE 200	 	OCALA	 	FL	 	34474
	9526	 	COMPASS BANK	 	1789 MONTGOMERY HIGHWAY	 	BIRMINGHAM	 	AL	 	35244	 	(205) 297-3510	 	***	 	 ***
	 	 ***
	 	1707 MONTGOMERY HWY	 	HOOVER	 	AL	 	35244
	9527	 	CHASE (JPMORGAN)	 	22 EAST MIFFLIN STREET	 	MADISON	 	WI	 	53703	 	(608) 282-6020	 	***	 	 ***
	 	 ***
	 	698 S WHITNEY WAY STERLING CTR	 	MADISON	 	WI	 	53711
	9528	 	BANK OF AMERICA	 	41 VETERANS MEMORIAL HIGHWAY	 	COMMACK	 	NY	 	11725	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	4199 JERICHO TPKE	 	E NORTHPORT	 	NY	 	11731
	9529	 	BANK OF AMERICA	 	510 VETERANS BOULEVARD	 	BRANSON	 	MO	 	65616	 	(417) 336-6363	 	***	 	 ***
	 	 ***
	 	4370 GRETNA RD SUITE 2170	 	BRANSON	 	MO	 	65616
	9530	 	BANK OF AMERICA	 	498 SOUTH PLEASANTBURG DRIVE	 	GREENVILLE	 	SC	 	29607	 	(864) 271-5740	 	***	 	 ***
	 	 ***
	 	2410 LAURENS RD	 	GREENVILLE	 	SC	 	29607
	9533	 	BANK OF AMERICA	 	3303 SOUTH TAMIAMI TRAIL	 	SARASOTA	 	FL	 	34239	 	(941) 954-7800	 	***	 	 ***
	 	 ***
	 	4130 S TAMIAMI TRAIL	 	SARASOTA	 	FL	 	34231
	9534	 	BANK OF AMERICA	 	10 WEST HIGH STREET	 	BRIDGEWATER	 	NJ	 	08807	 	(908) 722-0601	 	***	 	 ***
	 	 ***
	 	936 RTE 22 E	 	SOMERVILLE	 	NJ	 	08876
	9540	 	AMALGAMATED BANK NY	 	301 THIRD AVENUE	 	NEW YORK	 	NY	 	10010	 	(212) 679-5305	 	***	 	 ***
	 	 ***
	 	291 THIRD AVE	 	NEW YORK	 	NY	 	10010
	9541	 	BANK OF AMERICA	 	10050 PINES BLVD	 	PEMBROKE PINES	 	FL	 	33024	 	(954) 435-4114	 	***	 	 ***
	 	 ***
	 	11090 PINES BOULEVARD	 	PEMBROKE PINES	 	FL	 	33026
	9542	 	BANK OF AMERICA	 	100 EAST ELM STREET	 	HILLSBORO	 	TX	 	76645	 	(254) 580-2300	 	***	 	 ***
	 	 ***
	 	104 NE I-35 SUITE 128	 	HILLSBORO	 	TX	 	76645
	9545	 	CHASE (JPMORGAN)	 	100 INDEPENDENCE PLACE	 	TYLER	 	TX	 	75703	 	(903) 561-5000	 	***	 	 ***
	 	 ***
	 	4217 S BROADWAY AVE	 	TYLER	 	TX	 	75701
	9551	 	BANK OF AMERICA	 	3661 W OAKLAND PARK BLVD	 	LAUDERDALE LAKES	 	FL	 	33311-1145	 	(954) 714-9079	 	***	 	 ***
	 	 ***
	 	3196 N STATE RD 7 REEF PLZ	 	LAUDERDALE LAKES	 	FL	 	33319
	9553	 	BANK OF AMERICA	 	2900 WEST DAVID ROAD	 	CONROE	 	TX	 	77303	 	(936) 539-0299	 	***	 	 ***
	 	 ***
	 	1111 LEAGUE LINE RD. SUITE 121	 	CONROE	 	TX	 	77303
	9554	 	BANK OF AMERICA	 	1070 WEST PATRICK ST.	 	FREDERICK	 	MD	 	21703	 	(301) 698-6080	 	***	 	 ***
	 	 ***
	 	1170 W PATRICK ST SUITES G & H	 	FREDERICK	 	MD	 	21702
	9557	 	FIRST NAT’L BANK	 	2204 LEBANON CHURCH ROAD	 	WEST MIFFLIN	 	PA	 	15122	 	(412) 655-0900	 	***	 	 ***
	 	 ***
	 	2033 LEBANON CHURCH RD SUITE C	 	W MIFFLIN	 	PA	 	15122
	9558	 	BRANCH BK/TR (BB&T)	 	120 EAST HIGHWAY 53 SE	 	CALHOUN	 	GA	 	30701	 	(706) 602-4003	 	***	 	 ***
	 	 ***
	 	455 BELWOOD RD SE SUITE 60	 	CALHOUN	 	GA	 	30701
	9564	 	US BANK	 	3410 SOUTH 143RD PLAZA	 	OMAHA	 	NE	 	68144	 	(402) 330-1407	 	***	 	 ***
	 	 ***
	 	13003 W CENTER RD SUITE 28	 	OMAHA	 	NE	 	68144
	9566	 	COMPASS BANK	 	5275 MCWHINNEY	 	LOVELAND	 	CO	 	80538	 	(970) 622-8080	 	***	 	 ***
	 	 ***
	 	5732 MCWHINNEY BLVD SPACE E-40	 	LOVELAND	 	CO	 	80538
	9567	 	BANK OF AMERICA	 	1025 INTERNATIONAL SPEEDWAY BLVD	 	DAYTONA BEACH	 	FL	 	32114	 	(386) 947-3798	 	***	 	 ***
	 	 ***
	 	2110 W INTERNATL SPEEDWAY BLVD	 	DAYTONA BEACH	 	FL	 	32114
	9568	 	BANK OF AMERICA	 	162 COLLEGE STREET	 	ASHEVILLE	 	NC	 	28801	 	(828) 251-8269	 	***	 	 ***
	 	 ***
	 	64 TUNNEL RD	 	ASHEVILLE	 	NC	 	28805
	9571	 	SECUTITY NATIONAL BANK	 	2 SOUTH MAIN STREET	 	JEFFERSONVILLE	 	OH	 	43218	 	740-426-6384	 	***	 	 ***
	 	 ***
	 	8115 FACTORY SHOPS BLVD.	 	JEFFERSONVILLE	 	OH	 	43128
	9573	 	BANK OF AMERICA	 	354 1/2 WEST MIDDLE TURNPIKE	 	MANCHESTER	 	CT	 	06040	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	1470 PLEASANT VALLEY RD	 	MANCHESTER	 	CT	 	06040
	9576	 	MAIN SOURCE BANK	 	3880 W PRESIDENTIAL WAY PO Box 38	 	EDINBURGH	 	IN	 	46124	 	(812) 526-0551	 	***	 	 ***
	 	 ***
	 	11747 N EXECUTIVE DR SPACE B80	 	EDINBURGH	 	IN	 	46124
	9577	 	BANK OF AMERICA	 	317 SE GREENVILLE BLVD.	 	GREENVILLE	 	NC	 	27858	 	(252) 551-6218	 	***	 	 ***
	 	 ***
	 	3040 S EVANS ST SUITE 103	 	GREENVILLE	 	NC	 	27834
	9581	 	WACHOVIA BANK	 	4012 UNIVERSITY DRIVE	 	HUNTSVILLE	 	AL	 	35816	 	(256) 551-5180	 	***	 	 ***
	 	 ***
	 	4710-B UNIVERSITY DRIVE	 	HUNTSVILLE	 	AL	 	35816
	9582	 	BANK OF AMERICA	 	45985 - 180 REGAL PLAZA	 	STERLING	 	VA	 	20165	 	(703) 421-7533	 	***	 	 ***
	 	 ***
	 	46220 POTOMAC RUN PLAZA	 	STERLING	 	VA	 	20164
	9583	 	BANK OF AMERICA	 	140 ROUTE 73 NORTH	 	WEST BERLIN	 	NJ	 	08091	 	(856) 767-5800	 	***	 	 ***
	 	 ***
	 	199 NORTH ROUTE 73, SUITE A	 	WEST BERLIN	 	NJ	 	08091
	9584	 	BANK OF AMERICA	 	3057 AKERS MILL ROAD	 	ATLANTA	 	GA	 	30339	 	(770) 953-5640	 	***	 	 ***
	 	 ***
	 	2778 COBB PARKWAY	 	ATLANTA	 	GA	 	30339
	9585	 	CHASE (JPMORGAN)	 	2410 W. GRAND RIVER	 	HOWELL	 	MI	 	48843	 	(517) 548-3827	 	***	 	 ***
	 	 ***
	 	1475 N BURKHART RD, SUITE D180	 	HOWELL	 	MI	 	48843
	9587	 	CHASE (JPMORGAN)	 	105 FILLMORE STREET	 	DENVER	 	CO	 	80206	 	(303) 322-4799	 	***	 	 ***
	 	 ***
	 	320 SOUTH COLORADO BLVD	 	GLENDALE	 	CO	 	80246
	9588	 	FIVE STAR BANK	 	1940 US ROUTE 20	 	WATERLOO	 	NY	 	13165	 	(315) 539-1000	 	***	 	 ***
	 	 ***
	 	655 RTE 318 SUITE A005	 	WATERLOO	 	NY	 	13165
	9589	 	BANK OF AMERICA	 	5002 WILLIAMSON ROAD NW	 	ROANOKE	 	VA	 	24012	 	(540) 561-0943	 	***	 	 ***
	 	 ***
	 	1919 VALLEY VIEW BLVD NORTHWEST	 	ROANOKE	 	VA	 	24012
	9591	 	BANK OF AMERICA	 	101 E. MORELAND RD	 	WILLOW GROVE	 	PA	 	19090	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	311 W MORELAND RD	 	WILLOW GROVE	 	PA	 	19090









 Exhibit 7.1 

DDA’s 
  

  

																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK
ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP
	 	 TELEPHONE
	 	 ACCOUNT #
	 	 ACH
ROUTING #
	 	 DEP.
ROUTING #
	 	 STORE ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP

	9592	 	CHASE (JPMORGAN)	 	924 BROADWAY AVENUE	 	BOWLING GREEN	 	KY	 	42101	 	(270) 781-9476	 	***	 	 ***
	 	 ***
	 	2522 SCOTTSVILLE RD	 	BOWLING GREEN	 	KY	 	42104
	9595	 	TRUSTMARK BANK	 	248 EAST CAPITOL STREET PO BOX 291	 	JACKSON	 	MS	 	39205-0291	 	(601) 961-6071	 	***	 	 ***
	 	 ***
	 	1039 E COUNTRY LINE RD SUITE A	 	JACKSON	 	MS	 	39211
	9596	 	US BANK	 	8575 VALLEY CREEK ROAD	 	WOODBURY	 	MN	 	55125	 	(651) 264-0200	 	***	 	 ***
	 	 ***
	 	8362 TAMARACK VILLAGE	 	WOODBURY	 	MN	 	55125
	9598	 	WACHOVIA BANK	 	8055 20TH STREET FL6584	 	VERO BEACH	 	FL	 	32966	 	(561) 778-6081	 	***	 	 ***
	 	 ***
	 	1757 94TH DR SUITE D180	 	VERO BEACH	 	FL	 	32966
	9601	 	BANK OF AMERICA	 	1505 PUTT PUTT PLACE	 	CHARLOTTESVILLE	 	VA	 	22901	 	(434) 974-4940	 	***	 	 ***
	 	 ***
	 	632 ALBEMARLE SQUARE	 	CHARLOTTESVILLE	 	VA	 	22901
	9604	 	CHASE (JPMORGAN)	 	6040 159TH STREET	 	OAK FOREST	 	IL	 	60452	 	(708) 535-5440	 	***	 	 ***
	 	 ***
	 	9396 WEST 159TH STREET	 	ORLAND PARK	 	IL	 	60462
	9605	 	TD BANK	 	10 SHERWOOD DRIVE	 	TILTON	 	NH	 	03276	 	(603) 286-2401	 	***	 	 ***
	 	 ***
	 	TANGER OUTLET CENTER, 120 LACONIA ROAD	 	TILTON	 	NH	 	03276
	9610	 	CHASE (JPMORGAN)	 	EAST STATE	 	ROCKFORD	 	IL	 	61125-1086	 	(815) 398-6500	 	***	 	 ***
	 	 ***
	 	6376 EAST STATE STREET	 	ROCKFORD	 	IL	 	61108
	9612	 	CHASE (JPMORGAN)	 	1200 MCKINNEY, STE 433	 	HOUSTON	 	TX	 	77010	 	(713) 751-6100	 	***	 	 ***
	 	 ***
	 	2346 SOUTH HIGHWAY 6	 	HOUSTON	 	TX	 	77077
	9613	 	CHASE (JPMORGAN)	 	9379 NORTH SHERIDAN BLVD	 	WESTMINSTER	 	CO	 	80030	 	(303) 244-5060	 	***	 	 ***
	 	 ***
	 	8725 SHERIDAN BLVD UNIT B	 	WESTMINSTER	 	CO	 	80030
	9615	 	FROST NATIONAL BANK	 	221 WONDER WORLD DRIVE	 	SAN MARCOS	 	TX	 	78666	 	(512) 393-5647	 	***	 	 ***
	 	 ***
	 	TANGER OUTLETS 4015 INTERSTATE HWY 35 STE 214	 	SAN MARCOS	 	TX	 	78666
	9616	 	COMMUNITY BANK & TRUST	 	800 STEVEN B TANGER BLVD	 	COMMERCE	 	GA	 	30529	 	(706) 336-3202	 	***	 	 ***
	 	 ***
	 	800 STEVEN B TANGER BLVD S/310	 	COMMERCE	 	GA	 	30529
	9617	 	BANK OF AMERICA	 	1200 MT. ZION ROAD	 	MORROW	 	GA	 	30260-2314	 	(770) 968-2000	 	***	 	 ***
	 	 ***
	 	6715 SUITE H JONESBORO H	 	MORROW	 	GA	 	30260
	9618	 	BANK OF AMERICA	 	115 ROUTE 50	 	MAYS LANDING	 	NJ	 	08330	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	Center of Mays Landing, NJ 08330	 	Mays Landing	 	NJ	 	08330
	9620	 	BANK OF AMERICA	 	7100 SW ARCHER ROAD	 	GAINESVILLE	 	FL	 	32608	 	(352) 264-2929	 	***	 	 ***
	 	 ***
	 	3600 S.W. ARCHER ROAD UNIT A-1	 	GAINESVILLE	 	FL	 	32608
	9621	 	CHASE (JPMORGAN)	 	6800 WESTGATE BLVD. STE 111	 	AUSTIN	 	TX	 	78745	 	(512) 479-5400	 	***	 	 ***
	 	 ***
	 	5601 BRODIE LANE	 	SUNSET VALLEY	 	TX	 	78745
	9622	 	BANK OF AMERICA	 	6727 NORTH DAVIS HIGHWAY	 	PENSACOLA	 	FL	 	32504	 	(850) 478-3504	 	***	 	 ***
	 	 ***
	 	7000 N DAVIS HIGHWAY UNIT A	 	PENSACOLA	 	FL	 	32504
	9623	 	BANK OF AMERICA	 	5325 SW 21st STREET	 	TOPEKA	 	KS	 	66604	 	(785) 295-3546	 	***	 	 ***
	 	 ***
	 	1930 S W WANAMAKER RD SUITE E	 	TOPEKA	 	KS	 	66614
	9624	 	BANK OF AMERICA	 	1481 CARL D SILVER PARKWAY	 	FREDERICKSBURG	 	VA	 	22401	 	(540) 548-2827	 	***	 	 ***
	 	 ***
	 	3200 PLANK ROAD	 	FREDERICKSBURG	 	VA	 	22407
	9625	 	CHASE (JPMORGAN)	 	1441 WEST BAY AREA BLVD	 	WEBSTER	 	TX	 	77546	 	(281) 557-7941	 	***	 	 ***
	 	 ***
	 	1041 WEST BAY AREA BLVD	 	WEBSTER	 	TX	 	77598
	9627	 	PREMIER BANK	 	100 GRELL LANE	 	JOHNSON CREEK	 	WI	 	53038	 	(920) 699-6900	 	***	 	 ***
	 	 ***
	 	132 WEST LINMAR LANE, SUITE D25	 	JOHNSON CREEK	 	WI	 	53038
	9629	 	PREMIER BANK	 	11055 61ST STREET NORTH EAST	 	ALBERTVILLE	 	MN	 	55301	 	(763) 497-8224	 	***	 	 ***
	 	 ***
	 	6415 LABEAUX AVENUE SUITE B-65	 	ALBERTVILLE	 	MN	 	55301
	9630	 	WACHOVIA BANK	 	700 SOUTH MACKENZIE STREET	 	FOLEY	 	AL	 	36535	 	(251) 972-8823	 	***	 	 ***
	 	 ***
	 	2601 SOUTH MCKENZIE ST. SUITE 476	 	FOLEY	 	AL	 	36535
	9631	 	BANK OF AMERICA	 	150 PARKER ST	 	VACAVILLE	 	CA	 	95688	 	(707) 449-4433	 	***	 	 ***
	 	 ***
	 	131 NUT TREE ROAD, SUITE K	 	VACAVILLE	 	CA	 	95687
	9632	 	Bank of ST. Augustine	 	900 STATE ROAD 16	 	ST. AUGUSTINE	 	FL	 	32084	 	(904) 209-0078	 	***	 	 ***
	 	 ***
	 	2700 STATE RD 16 SUITE 815	 	ST. AUGUSTINE	 	FL	 	32092
	9633	 	US BANK	 	408 COURT STREET	 	WILLIAMSBURG	 	IA	 	52361	 	(319) 668-9100	 	***	 	 ***
	 	 ***
	 	112-A TANGER DR.	 	WILLIAMSBURG	 	IA	 	52361
	9635	 	PNC BANK	 	1275 YORK ROAD	 	GETTYSBURG	 	PA	 	17325	 	(717) 337-9333	 	***	 	 ***
	 	 ***
	 	1863 GETTYSBURG VILLAGE DRIVE, SUITE 250	 	GETTYSBURG	 	PA	 	17325
	9636	 	CITIZENS BANK OF PA	 	ROUTE 611 AND 715	 	TANNERSVILLE	 	PA	 	18372	 	(570) 629-1631	 	***	 	 ***
	 	 ***
	 	1000 ROUTE 611, UNIT A19	 	TANNERSVILLE	 	PA	 	18372
	9640	 	BANK OF AMERICA	 	403 E. BIDWELL STREET	 	FOLSOM	 	CA	 	95630	 	(916) 861-9900	 	***	 	 ***
	 	 ***
	 	13000 FOLSOM BLVD, SUITE 1440	 	FOLSOM	 	CA	 	95630
	9642	 	M & T BANK	 	10721 FAIRWAY LANE	 	HAGERSTOWN	 	MD	 	21740	 	(301) 790-2326	 	***	 	 ***
	 	 ***
	 	495 PRIME OUTLETS BLVD.	 	HAGERSTOWN	 	MD	 	21740
	9643	 	NATIONAL CITY BANK	 	201 SOUTH BROAD ST LOCATOR 46-11-071	 	GROVE CITY	 	PA	 	16127	 	(724) 458-9250	 	***	 	 ***
	 	 ***
	 	1911 LEESBURG GROVE CITY ROAD, SUITE 315	 	GROVE CITY	 	PA	 	16127
	9644	 	CITIZENS BANK	 	1187 BOSTON POST ROAD	 	WESTBROOK	 	CT	 	06498	 	(860) 399-8511	 	***	 	 ***
	 	 ***
	 	314 FLAT ROCK PLACE, SUITE A135	 	WESTBROOK	 	CT	 	06498
	9662	 	CHASE (JPMORGAN)	 	4660 EAST MAIN STREET	 	WHITEHALL	 	OH	 	43213	 	(614) 248-2600	 	***	 	 ***
	 	 ***
	 	5091 EAST MAIN STREET	 	COLUMBUS	 	OH	 	43212
	9664	 	US BANK	 	4621 INLAND EMPIRE ROAD	 	ONTARIO	 	CA	 	91764	 	(909) 980-1485	 	***	 	 ***
	 	 ***
	 	4320 EAST MILLS CIRCLE UNIT H	 	ONTARIO	 	CA	 	91764
	9665	 	FIRST BANK OF THE LAKE	 	4558 HIGHWAY 54, SUITE 100	 	OSAGE BEACH	 	MO	 	65065	 	(573) 348-2265	 	***	 	 ***
	 	 ***
	 	FACTORY OUTLET VILLAGE OSAGE BEACH, 4540 HWY 54, SUITE N4	 	OSAGE BEACH	 	MO	 	65065
	9668	 	WILMINGTON TRUST	 	4369 HIGHWAY ONE	 	REHOBOTH	 	DE	 	19971	 	(302) 856-4491	 	***	 	 ***
	 	 ***
	 	REHOBOTH OUTLETS, 1230 OCEAN OUTLETS, HWY 1	 	REHOBOTH BEACH	 	DE	 	19971
	9670	 	REGIONS BANK	 	9420 HIGHWAY 49 NORTH	 	GULFPORT	 	MS	 	39503	 	(228) 896-9519	 	***	 	 ***
	 	 ***
	 	10737 FACTORY SHOPS BOULEVARD	 	GULFPORT	 	MS	 	39503
	9676	 	CHASE (JPMORGAN)	 	425 AIRLINE HIGHWAY	 	GONZALES	 	LA	 	70737	 	(225) 644-2575	 	***	 	 ***
	 	 ***
	 	TANGER OUTLE6T, 2400 TANGER BLVD. SUITE 152	 	GONZALES	 	LA	 	70737
	9677	 	CHASE (JPMORGAN)	 	2039 AIRLINE DRIVE	 	BOSSIER CITY	 	LA	 	71111	 	(318) 226-2723	 	***	 	 ***
	 	 ***
	 	LOUISIANA BOARDWALK, 640 BOARDWALK BLVD.	 	BOSSIER CITY	 	LA	 	71111
	9680	 	BANK OF AMERICA	 	303 E. TULARE AVENUE	 	TULARE	 	CA	 	93274	 	(559) 686-4900	 	***	 	 ***
	 	 ***
	 	1483 RETHFROD STREET	 	TULARE	 	CA	 	93274
	9683	 	CHASE (JPMORGAN)	 	525 MARKETPLACE BOULEVARD	 	HAMILTON	 	NJ	 	8691	 	(609) 585-3584	 	***	 	 ***
	 	 ***
	 	JACKSON OUTLET CENTER, 537 MONMOUTH ROAD, SPACE 322	 	JACKSON	 	NJ	 	08527
	9685	 	BANK OF AMERICA	 	941 SOUTH ATLANTIC BLVD	 	LOS ANGELES	 	CA	 	90022	 	(323) 415-8618	 	***	 	 ***
	 	 ***
	 	CITADEL OUTLETS, 100 CITADEL DRIVE, SUITE 660	 	COMMERCE	 	CA	 	90040
	9686	 	CHASE (JPMORGAN)	 	4365 FRANKLIN STREET	 	MICHIGAN CITY	 	IN	 	46360	 	(219)-879-1122	 	***	 	 ***
	 	 ***
	 	1740 LIGHTHOUSE PLACE	 	MICHIGAN CITY	 	IN	 	46360
	9687	 	BANK OF AMERICA	 	7825 MONTEREY STREET	 	GILROY	 	CA	 	95020	 	(800) 237-8052	 	***	 	 ***
	 	 ***
	 	GILROY PREMIUM OUTLETS, 8155 ARROYO Circl, Sp#A-108	 	GILROY	 	CA	 	95020
	9689	 	CHASE BANK	 	819 S ALLEN HEIGHTS	 	ALLEN	 	TX	 	75002	 	(972) 747-3210	 	***	 	 ***
	 	 ***
	 	ALLEN PREMIUM OUTLETS 820 WEST STACY ROAD, SUITE 330	 	ALLEN	 	TX	 	75013
	9690	 	BANK OF AMERICA	 	1755 LAKESIDE DR	 	BULLHEAD CITY	 	AZ	 	86442	 	(520) 758-3981	 	***	 	 ***
	 	 ***
	 	1955 SOUTH CASINO DRIVE, SUITE 270	 	LAUGHLIN	 	NV	 	89029
	9691	 	LONE STAR NATIONAL BANK	 	RIO GRD V PREM OTL 5001 E. HIGHWAY83, SUITE 650C	 	MERCEDES	 	TX	 	78541	 	(956) 544-3805	 	***	 	 ***
	 	 ***
	 	RIO GRANDE VALLEY PREM OUTLET 5001 E. EXPRESSWAY 83, SUITE 230	 	MERCEDES	 	TX	 	78570
	9692	 	BANK OF AMERICA	 	5900 CORE AVE	 	NORTH CHARLESTON	 	SC	 	29406	 	(843) 745-8328	 	***	 	 ***
	 	 ***
	 	4840 TANGER OUTLET BOULEVARD, SUITE 966	 	NORTH CHARLESTON	 	SC	 	29418









 Exhibit 7.1 

DDA’s 
  

  

																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK
ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP
	 	 TELEPHONE
	 	 ACCOUNT #
	 	 ACH
ROUTING #
	 	 DEP.
ROUTING #
	 	 STORE ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP

	9693	 	CHASE BANK	 	1111 N. IH 35 At HIGHWAY 79	 	ROUND ROCK	 	TX	 	78664	 	(512) 479-5400	 	***	 	 ***
	 	 ***
	 	4401 N. IH 35, SUITE 869	 	ROUND ROCK	 	TX	 	78664
	9694	 	CHASE BANK	 	7598 N MESA	 	EL PASO	 	TX	 	79912	 	(915) 585-5012	 	***	 	 ***
	 	 ***
	 	THE OUTLET SHOPPES AT EL PASO 7051 SOUTH DESERT BOULEVARD, SUITE C-333	 	EL PASO	 	TX	 	79932
	9696	 	M & T BANK	 	2186 HIGH STREET	 	POTTSTOWN	 	PA	 	19464	 	(610) 970-5051	 	***	 	 ***
	 	 ***
	 	PHILADELPHIA PREMIUM OUTLETS 18 LIGHTCAP ROAD, SUITE 167	 	POTTSTOWN	 	PA	 	19464
	9697	 	BANK OF AMERICA	 	17930 SPRING CYPRESS ROAD	 	CYPRESS	 	TX	 	77429	 	(281) 256-4000	 	***	 	 ***
	 	 ***
	 	HOUSTON PREMIUM OUTLETS 29300 HEMPSTEAD ROAD, SUITE #804	 	CYPRESS	 	TX	 	77433
	9698	 	PNC BANK	 	319 Washington Rd	 	WASHINGTON	 	PA	 	15301	 	(724) 225-1400	 	***	 	 ***
	 	 ***
	 	2200 TANGER BOULEVARD, SUITE 725	 	WASHINGTON	 	PA	 	15301
	9701	 	BANK OF AMERICA	 	5959 CANOGA AVENUE	 	WOODLAND HILLS	 	CA	 	91367	 	(818) 712-6007	 	***	 	 ***
	 	 ***
	 	6443 CANOGA AVE STAPLES PLZ	 	WOODLAND HILLS (CANOGA PARK)	 	CA	 	91367
	9702	 	CHASE (JPMORGAN)	 	2950 WEST PEORIA	 	PHOENIX	 	AZ	 	85029	 	(602) 589-3888	 	***	 	 ***
	 	 ***
	 	2860 W PEORIA AVE	 	PHOENIX	 	AZ	 	85029
	9703	 	BANK OF AMERICA	 	1603 HAWTHORNE BLVD	 	REDONDO BEACH	 	CA	 	90247	 	(310) 214-7306	 	***	 	 ***
	 	 ***
	 	16129 S HAWTHORNE BLVD SUITE F	 	LAWNDALE	 	CA	 	90260
	9704	 	BANK OF AMERICA	 	391 SERRAMONTE CTR	 	DALY CITY	 	CA	 	94015	 	(650) 615-4700	 	***	 	 ***
	 	 ***
	 	350 GELLERT BLVD	 	DALY CITY	 	CA	 	94015
	9705	 	BANK OF AMERICA	 	2905 STEVENS CREEK BLVD	 	SANTA CLARA	 	CA	 	95050	 	(408) 983-0588	 	***	 	 ***
	 	 ***
	 	319 S.WINCHESTER BLVD	 	SAN JOSE	 	CA	 	95128
	9706	 	BANK OF AMERICA	 	901 NORTH MOUNTAIN AVENUE	 	ONTARIO	 	CA	 	91762	 	(909) 865-2424	 	***	 	 ***
	 	 ***
	 	358/366 S MOUNTAIN AVE	 	UPLAND	 	CA	 	91786
	9708	 	BANK OF AMERICA	 	1053 WILLOW PASS RD	 	CONCORD	 	CA	 	94520-5896	 	(925) 671-1563	 	***	 	 ***
	 	 ***
	 	675 CONTRA COSTA BLVD	 	PLEASANT HILL	 	CA	 	94523
	9709	 	BANK OF AMERICA	 	4120 SAN PABLO AVENUE	 	EMERYVILLE	 	CA	 	94608	 	(510) 273-5690	 	***	 	 ***
	 	 ***
	 	1199 40TH ST EAST BAY SHOP CTR	 	EMERYVILLE	 	CA	 	94608
	9710	 	BANK OF AMERICA	 	3101 ARDEN WAY	 	SACRAMENTO	 	CA	 	95825	 	(916) 861-9429	 	***	 	 ***
	 	 ***
	 	1743 ARDEN WAY	 	SACRAMENTO	 	CA	 	95815
	9711	 	BANK OF AMERICA	 	7496 DUBLIN BLVD	 	DUBLIN	 	CA	 	94568-2416	 	(925) 833-9588	 	***	 	 ***
	 	 ***
	 	8000 AMADOR VALLEY BLVD	 	DUBLIN	 	CA	 	94568
	9712	 	BANK OF AMERICA	 	800 NORTHRIDGE CENTER	 	SALINAS	 	CA	 	93906	 	(831) 443-7125	 	***	 	 ***
	 	 ***
	 	776 NORTHRIDGE MALL	 	SALINAS	 	CA	 	93906
	9713	 	BANK OF AMERICA	 	3401 DALE ROAD	 	MODESTO	 	CA	 	95356	 	(209) 549-8280	 	***	 	 ***
	 	 ***
	 	3200 SISK ROAD UNIT G	 	MODESTO	 	CA	 	95356
	9714	 	BANK OF AMERICA	 	590 EAST SHAW AVENUE	 	FRESNO	 	CA	 	93710	 	(559) 445-7346	 	***	 	 ***
	 	 ***
	 	5048 N BLACKSTONE AVE #101	 	FRESNO	 	CA	 	93710
	9715	 	BANK OF AMERICA	 	303 NORTH “D” STREET	 	SAN BERNARDINO	 	CA	 	92401	 	(909) 381-8400	 	***	 	 ***
	 	 ***
	 	798 INLAND CTR DR	 	SAN BERNARDINO	 	CA	 	92408
	9716	 	CHASE (JPMORGAN)	 	5041 NORTH 16TH STREET	 	PHOENIX	 	AZ	 	85016	 	(602) 589-4340	 	***	 	 ***
	 	 ***
	 	3240 E CAMELBACK RD SUITE 100	 	PHOENIX	 	AZ	 	85018
	9717	 	CHASE (JPMORGAN)	 	12240 NORTH TATUM BLVD	 	PHOENIX	 	AZ	 	85032	 	(602) 261-5230	 	***	 	 ***
	 	 ***
	 	12847-B N TATUM BLVD	 	PHOENIX	 	AZ	 	85032
	9718	 	BANK OF AMERICA	 	10 SANTA ROSA AVENUE	 	SANTA ROSA	 	CA	 	95404	 	(707) 525-2303	 	***	 	 ***
	 	 ***
	 	1911 SANTA ROSA AVE	 	SANTA ROSA	 	CA	 	95407
	9719	 	BANK OF AMERICA	 	3555 EAST FOOTHILL BLVD	 	PASADENA	 	CA	 	91107	 	(626) 304-3175	 	***	 	 ***
	 	 ***
	 	3867 FOOTHILL BLVD	 	PASADENA	 	CA	 	91107
	9720	 	BANK OF AMERICA	 	641 MALL RING CIRCLE	 	HENDERSON	 	NV	 	89014	 	(702) 654-3100	 	***	 	 ***
	 	 ***
	 	1152 W SUNSET RD SUNSET PLZ	 	HENDERSON	 	NV	 	89014
	9721	 	BANK OF AMERICA	 	3800 MING AVENUE	 	BAKERSFIELD	 	CA	 	93309	 	(661) 395-2117	 	***	 	 ***
	 	 ***
	 	3699 MING AVE MING PLAZA	 	BAKERSFIELD	 	CA	 	93309
	9722	 	CHASE (JPMORGAN)	 	6257 EAST BROADWAY BLVD	 	TUCSON	 	AZ	 	85711	 	(877) 226-5663	 	***	 	 ***
	 	 ***
	 	5700 E BROADWAY	 	TUSCON	 	AZ	 	85711
	9723	 	BANK OF AMERICA	 	3730 SOUTH BRISTOL STRET	 	SANTA ANA	 	CA	 	92704	 	(714) 973-8495	 	***	 	 ***
	 	 ***
	 	3638 S BRISTOL ST METRO TWN SQ	 	SANTA ANA	 	CA	 	92704
	9724	 	BANK OF AMERICA	 	941 NORTH TUSTIN	 	ORANGE	 	CA	 	92867	 	(714) 778-7304	 	***	 	 ***
	 	 ***
	 	1302 N TUSTIN ST	 	ORANGE	 	CA	 	92667
	9726	 	BANK OF AMERICA	 	4801 W. CHARLESTON BLVD	 	LAS VEGAS	 	NV	 	89193	 	(702) 654-4310	 	***	 	 ***
	 	 ***
	 	1705 S DECATUR BLVD	 	LAS VEGAS	 	NV	 	89102
	9727	 	BANK OF AMERICA	 	503 W. BENHOLT DRIVE	 	STOCKTON	 	CA	 	95207	 	(209) 944-5277	 	***	 	 ***
	 	 ***
	 	5779 PACIFIC AVE SHERWOOD PLZ	 	STOCKTON	 	CA	 	95207
	9728	 	BANK OF AMERICA	 	4002 TACOMA MALL BLVD	 	TACOMA	 	WA	 	98409	 	(800) 253-0784	 	***	 	 ***
	 	 ***
	 	2220 S 37TH ST METRO PLZ S-8	 	TACOMA	 	WA	 	98409
	9729	 	BANK OF AMERICA	 	384 SAN ANTONIO RD	 	MOUNTAIN VIEW	 	CA	 	94040-1273	 	(650) 324-4433	 	***	 	 ***
	 	 ***
	 	4898 EL CAMINO REAL	 	LOS ALTOS	 	CA	 	94022
	9730	 	BANK OF AMERICA	 	2400 148TH AVE. NORTHEAST	 	REDMOND	 	WA	 	98052	 	(206) 358-2410	 	***	 	 ***
	 	 ***
	 	14725 NE 20TH AVE STERNCO CTR	 	BELLEVUE	 	WA	 	98007
	9731	 	BANK OF AMERICA	 	4795 SOUTH MARYLAND PARKWAY	 	LAS VEGAS	 	NV	 	89119	 	(702) 654-4120	 	***	 	 ***
	 	 ***
	 	3993 S MARYLAND PKWY SUITE 101	 	LAS VEGAS	 	NV	 	89119
	9732	 	BANK OF AMERICA	 	401 N. HARBOR BLVD	 	FULLERTON	 	CA	 	92832-1939	 	(714) 533-4470	 	***	 	 ***
	 	 ***
	 	1620 S HARBOR BLVD SUITE A	 	FULLERTON	 	CA	 	92632
	9733	 	BANK OF AMERICA	 	971 BLOSSOM HILL ROAD	 	SAN JOSE	 	CA	 	95123	 	(408) 277-7730	 	***	 	 ***
	 	 ***
	 	882 BLOSSOM HILL RD K-MART CTR	 	SAN JOSE	 	CA	 	95123
	9734	 	BANK OF AMERICA	 	18 AUBURN WAY N	 	AUBURN	 	WA	 	98002-5490	 	(253) 833-5310	 	***	 	 ***
	 	 ***
	 	1101 SUPERMALL WAY, 1069	 	AUBURN	 	WA	 	98001
	9735	 	BANK OF AMERICA	 	10101 SW WASHINGTON SQ RD	 	PORTLAND	 	OR	 	97223	 	(503) 620-5515	 	***	 	 ***
	 	 ***
	 	8705 SW HALL BLVD	 	BEAVERTON	 	OR	 	97008
	9736	 	BANK OF AMERICA	 	150 SO. CALIFORNIA AVENUE	 	W. COVINA	 	CA	 	91790	 	(626) 854-8047	 	***	 	 ***
	 	 ***
	 	330 S VINCENT AVE	 	W COVINA	 	CA	 	91790
	9737	 	BANK OF AMERICA	 	1200 FAIRMONT DRIVE	 	SAN LEANDRO	 	CA	 	94578	 	(510) 614-6150	 	***	 	 ***
	 	 ***
	 	15099 HESPERIAN BLVD SUITE E&F	 	SAN LEANDRO	 	CA	 	94578
	9738	 	BANK OF AMERICA	 	11501 SANTA MONICA BLVD	 	LOS ANGELES	 	CA	 	90025	 	(310) 996-7811	 	***	 	 ***
	 	 ***
	 	1845 WESTWOOD BLVD	 	W LOS ANGELES	 	CA	 	90025
	9739	 	BANK OF AMERICA	 		 	TUCSON	 	AZ	 	85705	 	(877) 226-5663	 	***	 	 ***
	 	 ***
	 	4055 N ORACLE RD SUITE 101	 	TUSCON	 	AZ	 	85705
	9742	 	BANK OF AMERICA	 	30 E WELLESLEY AVE	 	SPOKANE	 	WA	 	99207	 	(509) 353-6066	 	***	 	 ***
	 	 ***
	 	6010 N DIVISION ST	 	SPOKANE	 	WA	 	99208
	9743	 	BANK OF AMERICA	 	111 W 10th STREET	 	TRACY	 	CA	 	95376	 	(209) 836-0944	 	***	 	 ***
	 	 ***
	 	1005 PESCADARO AVE SUITE 179	 	TRACY	 	CA	 	95376
	9744	 	BANK OF AMERICA	 	71-799 HIGHWAY 111	 	RANCHO MIRAGE	 	CA	 	92270	 	(760) 341-4781	 	***	 	 ***
	 	 ***
	 	72216 HWY 111 SUITES F5 & F6	 	PALM DESERT	 	CA	 	92260
	9745	 	BANK OF AMERICA	 	2495 E. LAKESHORE DR	 	LAKE ELSINORE	 	CA	 	92530-4446	 	(909) 679-6818	 	***	 	 ***
	 	 ***
	 	17600 COLLIER AVE SUITE H184	 	LAKE ELSINORE	 	CA	 	92530
	9746	 	BANK OF AMERICA	 	4705 SILVA	 	LAKEWOOD	 	CA	 	90712	 	(562) 663-0525	 	***	 	 ***
	 	 ***
	 	5195 LAKEWOOD BLVD	 	LAKEWOOD	 	CA	 	90712
	9747	 	BANK OF AMERICA	 	1275 ROSECRANS DRIVE	 	SAN DIEGO	 	CA	 	92106	 	(619) 221-6613	 	***	 	 ***
	 	 ***
	 	2990 MIDWAY DR ROSECRANS CTR	 	SAN DIEGO	 	CA	 	92110









 Exhibit 7.1 

DDA’s 
  

  

																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK
ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP
	 	 TELEPHONE
	 	 ACCOUNT #
	 	 ACH
ROUTING #
	 	 DEP.
ROUTING #
	 	 STORE ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP

	 9748
	 	BANK OF AMERICA	 	5541 SEPULVEDA BLVD	 	CULVER CITY	 	CA	 	90230	 	(310) 397-7781	 	***	 	 ***
	 	 ***
	 	5592 S SEPULVEDA BLVD	 	CULVER CITY	 	CA	 	90230
	 9752
	 	BANK OF AMERICA	 	805 BROADWAY STREET	 	VANCOUVER	 	WA	 	98660	 	(360) 696-5651	 	***	 	 ***
	 	 ***
	 	1416 JANTZEN BEACH CENTER	 	PORTLAND	 	OR	 	97217
	 9753
	 	BANK OF AMERICA	 	39300 FREMONT BLVD	 	FREMONT	 	CA	 	94538	 	(510) 795-4110	 	***	 	 ***
	 	 ***
	 	39121 FREMONT BLVD	 	FREMONT	 	CA	 	94538
	 9756
	 	BANK OF AMERICA	 	12682 ARMAGOSA ROAD	 	SOUTH VICTORVILLE	 	CA	 	92392	 	(760) 843-6615	 	***	 	 ***
	 	 ***
	 	12544-B AMARGOSA ROAD	 	VICTORVILLE	 	CA	 	92392
	 9757
	 	BANK OF AMERICA	 	1288 LANCASTER DR NE	 	SALEM	 	OR	 	97301	 	(503) 945-2194	 	***	 	 ***
	 	 ***
	 	1132 LANCASTER DRIVE NE	 	SALEM	 	OR	 	97301
	 9759
	 	BANK OF AMERICA	 	7198 STOCKTON BLVD	 	SACRAMENTO	 	CA	 	95823	 	(916) 732-4276	 	***	 	 ***
	 	 ***
	 	6160 FLORIN ROAD SUITE B	 	SACRAMENTO	 	CA	 	95823
	 9760
	 	CHASE (JPMORGAN)	 	2528 WEST SOTHERN AVENUE	 	TEMPE	 	AZ	 	85282	 	(480) 890-6256	 	***	 	 ***
	 	 ***
	 	5000 ARIZONA MILLS CIRCLE	 	TEMPE	 	AZ	 	85282
	 9761
	 	BANK OF AMERICA	 	5905 S. VIRGINIA ST	 	RENO	 	NV	 	89502-6029	 	(775) 688-8900	 	***	 	 ***
	 	 ***
	 	5595 SOUTH VIRGINIA ST, SUITE A	 	RENO	 	NV	 	89502
	 9768
	 	BANK OF AMERICA	 	24740 VALLEY STREET	 	NEWHALL	 	CA	 	91321-2640	 	(661) 253-4600	 	***	 	 ***
	 	 ***
	 	VALENCIA MARKET PL. 25640 THE OLD RD	 	VALENCIA	 	CA	 	91381
	 9769
	 	BANK OF AMERICA	 	2597 GEORGE BUSBEE PKWY	 	KENNESAW	 	GA	 	30144	 	(770) 423-5177	 	***	 	 ***
	 	 ***
	 	440 BARRETT PKWY, SUITE 17	 	KENNESAW	 	GA	 	30144
	 9775
	 	BANK OF AMERICA	 	2500 HIGHLAND	 	JONESBORO	 	AR	 	72401	 	(870) 933-4352	 	***	 	 ***
	 	 ***
	 	2108 SOUTH CARAWAY	 	JONESBORO	 	AR	 	72401
	 9777
	 	BANK OF AMERICA	 	4041 LYNN COURT DRIVE	 	INDEPENDENCE	 	MO	 	64055	 	(816) 979-6119	 	***	 	 ***
	 	 ***
	 	19110 A EAST 39TH STREET	 	INDEPENDENCE	 	MO	 	64057
	 9778
	 	BANK OF AMERICA	 	3410 WEST CHANDLER BLVD	 	CHANDLER	 	AZ	 	85226	 	(480) 224-2021	 	***	 	 ***
	 	 ***
	 	2560 W CHANDLER BLVD, SUITE 5	 	CHANDLER	 	AZ	 	85224
	 9780
	 	CHASE (JPMORGAN)	 	4889 HOUSTON ROAD	 	FLORENCE	 	KY	 	41042	 	(859) 647-6300	 	***	 	 ***
	 	 ***
	 	VILLAGE AT THE MALL, 7634 MALL RD	 	FLORENCE	 	KY	 	41042
	 9782
	 	BANK OF AMERICA	 	503 CROSS CREEK MALL	 	FAYETTEVILLE	 	NC	 	28303	 	(910) 864-2020	 	***	 	 ***
	 	 ***
	 	1916 SKIBO RD SUITE 341	 	FAYETTEVILLE	 	NC	 	28314
	 9783
	 	BANK OF AMERICA	 	1391 SILAS CREEK ROAD PKWAY PLAZA	 	WINSTON SALEM	 	NC	 	27127	 	(336) 805-3468	 	***	 	 ***
	 	 ***
	 	3272 SILAS CREEK PKWAY UNIT 33/34	 	WINSTON-SALEM	 	NC	 	27127
	 9787
	 	BANK OF AMERICA	 	11262 LOS ALAMITOS BLVD	 	LOS ALAMITOS	 	CA	 	90720	 	(562) 624-4425	 	***	 	 ***
	 	 ***
	 	7601 CARSON BLVD.	 	LONG BEACH	 	CA	 	90808
	 9788
	 	BANK OF AMERICA	 	130 EMERALD SQUARE MALL	 	N. ATTLEBORO	 	MA	 	2760	 	(508) 643-1182	 	***	 	 ***
	 	 ***
	 	1400 S. WASHINGTON ST. UNIT 3	 	N. ATTLEBORO	 	MA	 	02760
	 9789
	 	BANK OF AMERICA	 	1855 NORTH OXNARD BLVD	 	OXNARD	 	CA	 	93030	 	(805) 278-4511	 	***	 	 ***
	 	 ***
	 	301 WEST ESPLANADE DRIVE	 	OXNARD	 	CA	 	93030
	 9790
	 	BANK OF AMERICA	 	1447 NEW BRITAIN AVE	 	WEST HARTFORD	 	CT	 	06110	 	(860) 523-6151	 	***	 	 ***
	 	 ***
	 	1457 NEW BRITAIN AVENUE	 	WEST HARTFORD	 	CT	 	06110
	 9791
	 	BANK OF AMERICA	 	1729 WEST BROADWAY, SUITE 15	 	COLUMBIA	 	MO	 	65203	 	(573) 876-6353	 	***	 	 ***
	 	 ***
	 	2101 WEST BROADWAY SUITE EE	 	COLUMBIA	 	MO	 	65203
	 9792
	 	US BANK	 	4004 NORTHWEST BLVD	 	DAVENPORT	 	IA	 	52806	 	(563) 388-9223	 	***	 	 ***
	 	 ***
	 	902 WEST KIMBERLY ROAD	 	DAVENPORT	 	IA	 	52806
	 9793
	 	US BANK	 	4444 1ST AVENUE NE	 	CEDAR RAPIDS	 	IA	 	52402	 	(319) 393-9156	 	***	 	 ***
	 	 ***
	 	1392 TWIXT TOWN ROAD	 	MARION	 	IA	 	52302
	 9795
	 	BANK OF AMERICA	 	23831 EL TORO	 	LAKE FOREST	 	CA	 	92630	 	(949) 951-4024	 	***	 	 ***
	 	 ***
	 	THE ORCHARD AT SADDLEBACK 23600 EL TORO ROAD, SUITE A	 	LAKE FOREST	 	CA	 	92630
	 9797
	 	BANK OF AMERICA	 	10297 MAGNOLIA AVENUE	 	RIVERSIDE	 	CA	 	92504	 	(909) 781-3312	 	***	 	 ***
	 	 ***
	 	10113 HOLE AVENUE	 	RIVERSIDE	 	CA	 	92503
	 9798
	 	BANK OF AMERICA	 	198 WEST MAIN STREET	 	EL CAJON	 	CA	 	92020	 	(619) 401-1930	 	***	 	 ***
	 	 ***
	 	700 N JOHNSON AVE SUITE A	 	EL CAJON	 	CA	 	92020
	 9799
	 	CHASE (JPMORGAN)	 	505 D STREET	 	SOUTH CHARLESTON	 	WV	 	25303	 	(304) 744-1835	 	***	 	 ***
	 	 ***
	 	90 RHL BLVD	 	SOUTH CHARLESTON	 	WV	 	25309
	 9800
	 	CHASE (JPMORGAN)	 	8283 SOUTH QUEBEC STREET	 	ENGLEWOOD	 	CO	 	80112	 	(303) 244-5310	 	***	 	 ***
	 	 ***
	 	9078 WESTVIEW RD., SUITE 100	 	LONE TREE	 	CO	 	80124
	 9801
	 	BANK OF AMERICA	 	10900 SEMINOLE BLVD	 	LARGO	 	FL	 	33778	 	(727) 319-4913	 	***	 	 ***
	 	 ***
	 	10357 ULMERTON ROAD	 	LARGO	 	FL	 	33771
	 9802
	 	BANK OF AMERICA	 	1101 WOODLAND ROAD	 	WYOMISSING	 	PA	 	19610	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	2733 PAPERMILL RD	 	WYOMISSING	 	PA	 	19610
	 9804
	 	BANK OF AMERICA	 	495 UNION STREET, SPACE 1000	 	WATERBURY	 	CT	 	06706	 	(800) 841-4000	 	***	 	 ***
	 	 ***
	 	945 WOLCOTT ST	 	WATERBURY	 	CT	 	06705
	 9805
	 	CHASE (JPMORGAN)	 	3265 WEST MARKET STREET, SUITE 80	 	AKRON	 	OH	 	44333	 	(330) 972-1930	 	***	 	 ***
	 	 ***
	 	3737 W. MARKET ST. UNIT L	 	FAIRLAWN	 	OH	 	44333
	 9806
	 	CHASE (JPMORGAN)	 	1400 WOODLOCH FOREST DRIVE	 	THE WOODLANDS	 	TX	 	77380	 	(713) 751-6100	 	***	 	 ***
	 	 ***
	 	19075 I-45 SOUTH, SUITE 400, PORTOFINO CENTER	 	SHENANDOAH	 	TX	 	77385
	 9807
	 	CHASE (JPMORGAN)	 	4960 FAIRMONT PKWY	 	PASADENA	 	TX	 	77505	 	(713) 751-6100	 	***	 	 ***
	 	 ***
	 	5579 FAIRMONT PKWY	 	PASADENA	 	TX	 	77505
	 9808
	 	CHASE (JPMORGAN)	 	1757 WEST FULLERTON	 	CHICAGO	 	IL	 	60614	 	(773) 880-1376	 	***	 	 ***
	 	 ***
	 	1730 W. FULLERTON AVENUE UNIT 22	 	CHICAGO	 	IL	 	60614
	 9809
	 	CHEVY CHASE BANK	 	820 B. CAPITAL CENTRE BOULEVARD	 	LARGO	 	MD	 	20774	 	(301) 350-6429	 	***	 	 ***
	 	 ***
	 	BLVD AT CAPITAL CENTRE, 900 G CAPITAL CENTER BLVD, SUITE D103	 	LARGO	 	MD	 	20774
	 9810
	 	CHASE (JPMORGAN)	 	575 SOUTH RANDALL ROAD	 	ST. CHARLES	 	IL	 	60134	 	(630) 377-0808	 	***	 	 ***
	 	 ***
	 	962 SOUTH RANDALL RD. UNIT B	 	ST. CHARLES	 	IL	 	60174
	 9811
	 	BANK OF AMERICA	 	3321 NW FEDERAL HIGHWAY	 	JENSEN BEACH	 	FL	 	34994	 	(772) 692-7821	 	***	 	 ***
	 	 ***
	 	2800NW FEDERAL HIGHWAY	 	STUART	 	FL	 	34994
	 9813
	 	BANK OF AMERICA	 	2330 WEST OREGON AVENUE	 	PHILADELPHIA	 	PA	 	19145	 	(800) 432-1000	 	***	 	 ***
	 	 ***
	 	QUARTERMASTER PLAZA, 2306 OREGON AVENUE, SPACE F-3	 	PHILADELPHIA	 	PA	 	19141
	 9814
	 	BANK OF AMERICA	 	1188 GALLERIA BLVD	 	ROSEVILLE	 	CA	 	95678	 	916-781-4582	 	***	 	 ***
	 	 ***
	 	CREEKSIDE TOWN CENTER, 1208 GALLERIA BLVD, STE 150	 	ROSEVILLE	 	CA	 	95678
	 9816
	 	BANK OF AMERICA	 	192 PATTERSON PLANK ROAD	 	CARLSTADT	 	NJ	 	07072	 	(800) 432-1000	 	***	 	 ***
	 	 ***
	 	89 ROUTE 17 SOUTH	 	EAST RUTHERFORD	 	NJ	 	07073
	 9817
	 	BANK OF AMERICA	 	7805 GUNN HIGHWAY	 	TAMPA	 	FL	 	33626	 	(813) 792-0342	 	***	 	 ***
	 	 ***
	 	8015 CITRUS PARK DRIVE	 	TAMPA	 	FL	 	32828
	 9818
	 	CHASE (JPMORGAN)	 	4200 DEMPSTER	 	SKOKIE	 	IL	 	60076	 	(847) 674-1323	 	***	 	 ***
	 	 ***
	 	9410-A SKOKIE BLVD	 	SKOKIE	 	IL	 	60077
	 9820
	 	BANK OF AMERICA	 	8320 NORTH OAK TRAFFICWAY	 	KANSAS CITY	 	MO	 	64155	 	(816) 979-4922	 	***	 	 ***
	 	 ***
	 	8401 NORTH MERCIER STREET	 	KANSAS CITY	 	MO	 	64115
	 9821
	 	BANK OF AMERICA	 	3220 188TH STREET, SW	 	LYNNWOOD	 	WA	 	98037	 	(425) 744-1132	 	***	 	 ***
	 	 ***
	 	19220 ALDERWOOD MALL PKWY, SUITE 130	 	LYNNWOOD	 	WA	 	98036
	 9822
	 	BANK OF AMERICA	 	500 CHESTERFIELD CENTER DRIVE	 	CHESTERFIELD	 	MO	 	63017	 	(636) 536-3670	 	***	 	 ***
	 	 ***
	 	17227 CHESTERFIELD AIRPORT ROAD, SPACE 203	 	CHESTERFIELD	 	MO	 	63005
	 9823
	 	BANK OF AMERICA	 	1704 NM HWY 528	 	ALBUQUERQUE	 	NM	 	87111	 	(505) 282-4102	 	***	 	 ***
	 	 ***
	 	10260 COORS BYPASS NW, SUITE B	 	ALBUQUERQUE	 	NM	 	87114
	 9826
	 	BANK OF AMERICA	 	3010 ST HWY 35	 	HAZLET	 	NJ	 	07730	 	(800) 432-1000	 	***	 	 ***
	 	 ***
	 	2872 HIGHWAY 35 SOUTH	 	HAZLET	 	NJ	 	07730









 Exhibit 7.1 

DDA’s 
  

  

																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK
ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP
	 	 TELEPHONE
	 	 ACCOUNT #
	 	 ACH
ROUTING #
	 	 DEP.
ROUTING #
	 	 STORE ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP

	 9828
	 	BANK OF AMERICA	 	27489 YNEZ ROAD	 	TEMECULA	 	CA	 	92591	 	(951) 676-4114	 	***	 	 ***
	 	 ***
	 	40620 WINCHESTER ROAD, SUITE A	 	TEMECULA	 	CA	 	92591
	 9829
	 	CITIZENS BANK	 	1 NORTH MAIN STREET	 	GREENSBURG	 	PA	 	15601	 	724-832-5900	 	***	 	 ***
	 	 ***
	 	WESTMORELAND MALL, 998 EAST PITTSBURGH STREET, SUITE A	 	GREENSBURG	 	PA	 	15601
	 9831
	 	BANK OF AMERICA	 	728 MASSABESIC STREET	 	MANCHESTER	 	NH	 	03103	 	(800) 432-1000	 	***	 	 ***
	 	 ***
	 	TJ MAXX PLAZA, 18 MARCH AVENUE	 	MANCHESTER	 	NH	 	03103
	 9832
	 	CHASE (JPMORGAN)	 	320 NORTH NEW ROAD	 	WACO	 	TX	 	76710	 	(254) 776-9500	 	***	 	 ***
	 	 ***
	 	2448 WEST LOOP 340	 	WACO	 	TX	 	76711
	 9833
	 	BANK OF AMERICA	 	201 EAST 11TH AVENUE	 	EUGENE	 	OR	 	97401	 	(541) 342-5810	 	***	 	 ***
	 	 ***
	 	1125-A VALLEY RIVER DRIVE	 	EUGENE	 	OR	 	97401
	 9834
	 	BANK OF AMERICA	 	5038 WEST AVENUE NORTH	 	PALMDALE	 	CA	 	93551	 	(661) 943-8927	 	***	 	 ***
	 	 ***
	 	AMARGOSA COMMONS, 39445 TENTH STREET WEST, SUITE E	 	PALMDALE	 	CA	 	93551
	 9835
	 	BANK OF AMERICA	 	749 MAIN STREET	 	HYANNIS	 	MA	 	02601	 	(800) 432-1000	 	***	 	 ***
	 	 ***
	 	CAPETOWN PLAZA, 790 LYANNOUGH ROAD, SUITE 22A	 	HYANNIS	 	MA	 	02601
	 9840
	 	CHASE BANK	 	3783 VETERANS BLVD	 	METAIRIE	 	LA	 	70002	 	(504) 455-9728	 	***	 	 ***
	 	 ***
	 	3750 VETERANS MEMORIAL BLVD	 	METAIRIE	 	LA	 	70002
	 9841
	 	BANK OF AMERICA	 	1601 EAST OAKLAND PARK BLVD	 	OAKLAND PARK	 	FL	 	33334	 	(954) 568-4392	 	***	 	 ***
	 	 ***
	 	2365 NE 26TH ST WALGREENS PLZ	 	FT. LAUDERDALE	 	FL	 	33305
	 9842
	 	US BANK	 	10990 DOWNEY AVE	 	DOWNEY	 	CA	 	90241	 	(562) 923-9891	 	***	 	 ***
	 	 ***
	 	12136 LAKEWOOD BLVD	 	DOWNEY	 	CA	 	90242
	 9843
	 	US BANK	 	151 ANDOVER PARK E	 	SEATTLE	 	WA	 	98188	 	(206) 431-2580	 	***	 	 ***
	 	 ***
	 	17401 SOUTH CENTER PARKWAY, SUITE 141	 	TUKWILA	 	WA	 	98188
	 9844
	 	BANK OF AMERICA	 	700 ALAFAYA TRAIL	 	ORLANDO	 	FL	 	32828	 	(407) 381-3980	 	***	 	 ***
	 	 ***
	 	464 N. ALAFAYA TRAIL, SUITE 109	 	ORLANDO	 	FL	 	32828
	 9845
	 	BANK OF AMERICA	 	433 BOSTON POST ROAD	 	PORT CHESTER	 	NY	 	10573	 	(914) 934-1076	 	***	 	 ***
	 	 ***
	 	501-503 BOSTON POST ROAD	 	PORT CHESTER	 	NY	 	10573
	 9846
	 	CHASE (JPMORGAN)	 	12 LLOYDS LANE	 	MIDDLETOWN	 	NY	 	10940	 	(845) 342-3310	 	***	 	 ***
	 	 ***
	 	444 ROUTE 211 EAST, SUITE # 3	 	MIDDLETOWN	 	NY	 	10940
	 9847
	 	CHASE (JPMORGAN)	 	2335 NEW HYDE PARK RD	 	NEW HIDE PARK	 	NY	 	11042	 	(516) 355-2670	 	***	 	 ***
	 	 ***
	 	LAKE SUCCESS SHOPPING CENTER 1444 UNION TURNPIKE	 	NEW HYDE PARK	 	NY	 	11040
	 9848
	 	CHASE (JPMORGAN)	 	27901 PLYMOUTH RD	 	LIVONIA	 	MI	 	48150	 	(734) 522-6350	 	***	 	 ***
	 	 ***
	 	WONDERLAND VILLAGE 29611 PLYMOUTH ROAD	 	LIVONIA	 	MI	 	48150
	 9849
	 	BANK OF AMERICA	 	8258 WEST BELL ROAD	 	GLENDALE	 	AZ	 	85308	 	(623) 487-5864	 	***	 	 ***
	 	 ***
	 	8110 WEST BELL ROAD	 	GLENDALE	 	AZ	 	85308
	 9850
	 	US BANK	 	12000 SE 82nd AVE, SUITE 2001	 	PORTLAND	 	OR	 	97266	 	(503) 275-7211	 	***	 	 ***
	 	 ***
	 	CLACKAMAS PROMENADE 8862 S.E. SUNNYSIDE ROAD	 	CLACKAMAS	 	OR	 	97015
	 9851
	 	BANK OF AMERICA	 	7387 DAY CREEK BLVD	 	RANCHO CUCAMONGA	 	CA	 	91739	 	(909) 803-2724	 	***	 	 ***
	 	 ***
	 	VICTORIA CROSSROADS 12455 VICTORIA GARDENS LANE, SUITE #170	 	RANCHO CUCAMONGA	 	CA	 	91739
	 9852
	 	CHASE (JPMORGAN)	 	800 BROWN ROAD	 	AUBURN HILLS	 	MI	 	48326	 	(248) 393-1276	 	***	 	 ***
	 	 ***
	 	SHOPS AT THE CROSSINGS 4175 BALDWIN ROAD, SPACE #9	 	AUBURN HILLS	 	MI	 	48326
	 9854
	 	BANK OF AMERICA	 	4080 SPRING MOUNTAIN RD	 	LAS VEGAS	 	NV	 	89102	 	(702) 654-5050	 	***	 	 ***
	 	 ***
	 	4615 WEST FLAMINGO ROAD	 	LAS VEGAS	 	NV	 	89103
	 9855
	 	CHASE (JPMORGAN)	 	2910 WASHINGTON BLVD	 	OGDEN	 	UT	 	84401	 	(801) 621-7266	 	***	 	 ***
	 	 ***
	 	4001 RIVERDALE ROAD # A	 	OGDEN	 	UT	 	84405
	 9856
	 	CHASE (JPMORGAN)	 	FASHION PLACE 6255 S STATE	 	MURRAY	 	UT	 	84107	 	(801) 481-5070	 	***	 	 ***
	 	 ***
	 	6170 SOUTH STATE STREET	 	MURRAY	 	UT	 	84107
	 9857
	 	CHASE (JPMORGAN)	 	1115 S 800 E	 	OREM	 	UT	 	84097	 	(801) 224-4500	 	***	 	 ***
	 	 ***
	 	1754 SOUTH STATE STREET	 	OREM	 	UT	 	84097
	 9858
	 	US BANK	 	7230 FAIRVIEW AVE	 	BOISE	 	ID	 	83704	 	(208) 373-8950	 	***	 	 ***
	 	 ***
	 	7615 FAIRVIEW AVENUE	 	BOISE	 	ID	 	83704
	 9859
	 	US BANK	 	920 S 29th St W	 	BILLINGS	 	MT	 	59102	 	(406) 651-1060	 	***	 	 ***
	 	 ***
	 	585 SOUTH 24 WEST	 	BILLINGS	 	MT	 	59102
	 9860
	 	BANK OF AMERICA	 	1845 EAST GUADALUPE RD	 	GILBERT	 	AZ	 	85234	 	(480) 539-5004	 	***	 	 ***
	 	 ***
	 	2285 EAST BASELINE RD	 	GILBERT	 	AZ	 	85234
	 9861
	 	BANK OF AMERICA	 	12816 EAST SPRAGUE AVE	 	SPOKANE	 	WA	 	99216	 	(509) 353-6030	 	***	 	 ***
	 	 ***
	 	14115 EAST SPRAGUE AVE	 	SPOKANE	 	WA	 	99216
	 9862
	 	CHASE (JPMORGAN)	 	292 PEQUOT AVE	 	SOUTHPORT	 	CT	 	6490	 	(203) 227-0010	 	***	 	 ***
	 	 ***
	 	1505 POST ROAD EAST	 	WESTPORT	 	CT	 	06880
	 460
	 		 		 		 		 		 		 		 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.










 Exhibit 7.1 

DDA’s 
  

 ROCHESTER STORES 
  


																											
	 STORE
NO.
	 	 BANK NAME
	 	 BANK ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP
	 	 TELEPHONE
	 	 ACCOUNT #
	 	 ACH
ROUTING #
	 	 DEP.
ROUTING #
	 	 STORE
ADDRESS
	 	 CITY
	 	 ST
	 	 ZIP

	 5000
	 	BANK OF AMERICA	 	33 NEW MONTGOMERY STREET	 	SAN FRANCISCO	 	CA	 	94103	 	415-624-0791	 	***	 	 ***
	 	 ***
	 	700 MISSION STREET	 	SAN FRANCISCO	 	CA	 	94103
	 5008
	 	BANK OF AMERICA	 	460 NORTH BEVERLY HILLS DRIVE	 	BEVERLY HILLS	 	CA	 	90212	 	310-777-2746	 	***	 	 ***
	 	 ***
	 	9737 WILLSHIRE BLVD., SUITE 100 - E	 	BEVERLY HILLS	 	CA	 	90212
	 5011
	 	BANK OF AMERICA	 	601 NORTH DEARBORN STREET	 	CHICAGO	 	IL	 	60611	 	312-274-9450	 	***	 	 ***
	 	 ***
	 	840 NORTH MICHIGAN AVENUE	 	CHICAGO	 	IL	 	60611
	 5012
	 	FLEET/BANK OF AMERICA	 	210 BERKLEY STREET	 	BOSTON	 	MA	 	02116	 	617-859-8011	 	***	 	 ***
	 	 ***
	 	399 BOYLSTON STREET	 	BOSTON	 	MA	 	02116
	 5013
	 	JP MORGAN CHASE BANK	 	1251 AVENUE OF THE AMERICAS	 	NEW YORK	 	NY	 	10019	 		 	***	 	 ***
	 	 ***
	 	1301 AVENUE OF THE AMERICAS	 	NEW YORK	 	NY	 	10019
	 5014
	 	BANK OF AMERICA	 	11868 PRESTON ROAD	 	DALLAS	 	TX	 	75230	 	972-448-2750	 	***	 	 ***
	 	 ***
	 	11661 PRESTON ROAD, SUITE 101	 	DALLAS	 	TX	 	75230
	 5015
	 	BANK OF AMERICA	 	3116 PEACHTREE ROAD, NE	 	ATLANTA	 	GA	 	30305	 	404-262-6340	 	***	 	 ***
	 	 ***
	 	3157 PEACHTREE ROAD, NE	 	ATLANTA	 	GA	 	30305
	 5016
	 	BANK OF AMERICA	 	1801 K STREET, NW	 	WASHINGTON	 	DC	 	20036	 	202-624-5110	 	***	 	 ***
	 	 ***
	 	1101 CONNECTICUT AVENUE	 	WASHINGTON	 	DC	 	20036
	 5018
	 	BARCLAYS BLANK PLC	 	54 LOMBARD STREET	 	LONDON, ENGLAND	 		 		 	44-121-333-7722	 	***	 	***	 	***	 	90 BROMPTON ROAD	 	LONDON, ENGLAND	 		 	
	 5022
	 	BANK OF AMERICA	 	675 ANTON BLVD.	 	COSTA MESA	 	CA	 	92626	 	714-850-6510	 	***	 	 ***
	 	 ***
	 	901-H SOUTH COAST DRIVE	 	COSTA MESA	 	CA	 	92626
	 5025
	 	BANK OF AMERICA	 	19645 BISCAYNE BLVD.	 	AVENTURA	 	FL	 	33160	 	305-466-0436	 	***	 	 ***
	 	 ***
	 	BISCAYNE (US 1) & NE 187TH STREET	 	AVENTURA	 	FL	 	33160
	 5028
	 	BANK OF AMERICA	 	500 OLIVE WAY	 	SEATTLE	 	WA	 	98101	 	206-358-1351	 	***	 	 ***
	 	 ***
	 	1801 5TH AVENUE	 	SEATTLE	 	WA	 	98101
	 5029
	 	BANK OF AMERICA	 	240 PLANDOME ROAD	 	MANHASSET	 	NY	 	11030	 	800-841-4000	 	***	 	 ***
	 	 ***
	 	1625 NORTHERN BOULEVARD	 	MANHASSET	 	NY	 	11030
	 5033
	 	BANK OF AMERICA	 	236 WEST DEKALB PIKE	 	KING OF PRUSSIA	 	PA	 	19406	 		 	***	 	 ***
	 	 ***
	 	150 ALENDALE ROAD BUILDING 1, 2ND FLOOR	 	KING OF PRUSSIA	 	NJ	 	19406
	 5101
	 	BANK OF AMERICA	 	1330 NORTH MAIN STREET	 	WALNUT CREEK	 	CA	 	94596	 	925-296-5931	 	***	 	 ***
	 	 ***
	 	1337 NORTH MAIN STREET	 	WALNUT CREEK	 	CA	 	94596
	 5103
	 	BANK OF AMERICA	 	2000 WEST GLADES ROAD	 	BOCA RATON	 	FL	 	33431	 	561-447-8767	 	***	 	 ***
	 	 ***
	 	2301 GLADES ROAD, BAY 700	 	BOCA RATON	 	FL	 	33431
	 5299
	 	BANK OF AMERICA	 		 	CANTON	 	MA	 	02021	 		 	***	 	 ***
	 	 ***
	 	CATALOG ACCOUNT	 	CANTON	 	MA	 	02021
	 5401
	 	JP MORGAN CHASE BANK	 	475 ROUTE 17M	 	MONROE	 	NY	 	10917	 	845-783-8789	 	***	 	 ***
	 	 ***
	 	202 RED APPLE COURT	 	CENTRAL VALLEY	 	NY	 	10917
	 18
	 		 		 		 		 		 		 		 		 		 		 		 		 	

  

	***	Represents text omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.









 Exhibit 7.2 

Credit Card Arrangements 
 Merchant Services Bankcard Agreement, by and among Casual Male Retail Group, Inc.(“Casual Male”), The Chase Manhattan Bank and Chase Merchant Services, L.L.C. 

The Casual Male entities operate under credit card arrangements with Chase Merchant Services, L.L.C. as follows: 

 

	 	•	 	 Visa 


  

	 	•	 	 MasterCard 


  

	 	•	 	 American Express 


  

	 	•	 	 Discover 


 Merchant
Services Bankcard Agreement, by and among Casual Male and HSBC Bank Nevada, N.A. (“HSBC”). 
 Casual Male entities operate under
credit card arrangements with HSBC with respect to a Private Label Credit Card for its Casual Male XL stores and Rochester Big & Tall stores. 







 EXHIBIT 16.1 

 
  
 ASSIGNMENT AND ACCEPTANCE 
  

Dated:                 

Effective Date:                 

 

	Re:	Sixth Amended and Restated Loan and Security Agreement dated             , 2010 (as amended,
modified, supplemented or restated and in effect from time to time, the “Loan Agreement”) between Bank of America, N.A., as Collateral Agent and Administrative Agent for the Revolving Credit Lenders, and the Revolving Credit
Lenders, on the one hand, and Casual Male Retail Group, Inc., as Borrowers’ Representative for itself and the other Borrowers from time to time party thereto and as a Borrower, and each of the other Borrowers from time to time party thereto, on
the other hand. (Terms used herein which are defined in the Loan Agreement have the same meaning herein as in the Loan Agreement). 

 Agreement By and Between: 

                         
        (The “Assignor”) and 

                         
        (The “Assignee”) 
  

											
	 Wire Address for Assignee:
	 	  
	  		  	
		 	  
	  		  	
		 	ABA #:	 		 	  
	  		  	
		 	Account #:	 		 	  
	  		  	
		 	Attn:	 		 	  
	  		  	
						
	 Notice Address for Assignee:
	 		 		 		  		  	
		 	  
	  		  	
		 	  
	  		  	
		 	  
	  		  	
		 	Attn:	 	  
	  		  	
		 	Fax:	 	  
	  		  	

 1. ASSIGNMENT AND ACCEPTANCE: The Assignor
hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, as of the Effective Date (as hereinafter defined), the following portion (the “Assigned Commitment”) of the Assignor’s
interest in the Revolving Credit Facility: 
 Revolving Credit Percentage Commitment:
            % 
 Revolving Credit Dollar Commitment:
$             







 2. EFFECTIVE DATE: For purposes of this Assignment and
Acceptance, the “Effective Date” is that date endorsed above by the Administrative Agent (which may be up to five (5) Business Days after the last to occur of: (a) the execution of this Assignment and Acceptance by the
Assignor and the Assignee; (b) the assent of the Administrative Agent; (c) the obtaining of any other consent required by the Loan Agreement; and (d) the payment of any requisite processing fee. 

3. REPRESENTATIONS BY ASSIGNOR: The Assignor represents that, as of the Effective
Date: 
 (a) The Assignor is the legal and beneficial owner of the interest being assigned hereby free and clear
of any liens and Encumbrances. 
 (b) The principal balance due to the Assignor on account of the Revolving
Credit Note held by the Assignor is $            . 
 4.
EXCLUSION OF WARRANTIES BY ASSIGNOR: The Assignor: 
 (a) Makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto or hereto. 

(b) Makes no representation or warranty and assumes no responsibility with respect to the financial condition of any
Borrower or any other Person primarily or secondarily liable in respect of any of the Liabilities, or the performance or observance by the Borrowers’ Representative or any Borrower or any other Person primarily or secondarily liable in respect
of any of the Liabilities of any of their obligations under any Loan Documents or any other instrument or document furnished pursuant hereto or thereto. 
 (c) Attaches the Revolving Credit Note of which the Assignor is the holder and requests that the Administrative Agent cause the Borrowers’ exchange of such Revolving Credit Note for a new Revolving
Credit Note payable to the Assignor and the Assignee reflecting the assignment referenced above. 
 5.
ASSIGNEE’S REPRESENTATIONS, WARRANTIES AND AGREEMENTS: The Assignee: 

(a) Confirms that it has received a copy of the Loan Agreement (and any amendment thereto), the most recent financial
statements then to have been delivered pursuant to the Loan Agreement, and such other documents and information as the Assignee has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance.


  
 2 








 (b) Confirms and represents that, independently and without reliance upon
the Assignor, the Administrative Agent, or any other Revolving Credit Lender and based on such documents and information as the Assignee deems appropriate, has made such Person’s own credit decision to join in the credit facility contemplated
by the Loan Documents and to become a “Revolving Credit Lender”. 
 (c) Confirms and represents that
the Assignee will continue to make such Person’s own credit decisions in taking or not taking action under the Loan Agreement and other Loan Documents independently and without reliance upon the Assignor, the Administrative Agent or any other
Revolving Credit Lender and based on such documents and information as the Assignee shall deem appropriate at the time. 
 (d) Appoints and authorizes the Agent to take such action on behalf of the Assignee and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto. 
 (e) Agrees that the Assignee will perform, in
accordance with their terms, all of the obligations which, by the terms of the Loan Agreement and all other Loan Documents are required to be performed by it as a “Revolving Credit Lender” as if the Assignee had been a signatory thereto
and to any amendments thereof. 
 (f) Represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance and to perform its obligations hereunder, under the Loan Agreement and under the Loan Documents. 
 6.
EFFECT OF ASSIGNMENT AND ACCEPTANCE: Following delivery, acceptance and recording by the Administrative Agent of this Assignment and Acceptance, from and after the
Effective Date: 
 (a) The Assignee shall be a party to the Loan Agreement and the other Loan Documents (and any
amendments thereto) and to the extent of the Assigned Commitment, have the rights and obligations of a Revolving Credit Lender thereunder. 
 (b) The Assignor shall be released from the Assignee’s obligations under the Loan Agreement and the other Loan Documents to the extent of the Assigned Commitment. 

(c) The Administrative Agent shall make all payments in respect of the interest in the Revolving Credit Loans assigned
hereby (including payments of principal, interest, and applicable fees) to the Assignee. 
 (d) The Assignor and
Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Administrative Agent or with respect to the making of this assignment directly between themselves. 

  
 3 








 7. MASSACHUSETTS LAW: This Assignment and Acceptance
shall be governed by, and construed in accordance with, the laws of The Commonwealth of Massachusetts (without giving effect to the conflicts of laws principles thereof). 
 [Signature Page Follows] 

  
 4 








 IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this
Assignment and Acceptance to be executed on its behalf by its officer thereunto duly authorized, as of the date first above written. 
  

									
	ASSIGNOR	 		 		 	ASSIGNEE
					
	By:	 	  
	 		 	By:	 	  

	Name:	 	  
	 		 	Name:	 	  

	Title:	 	  
	 		 	Title:	 	  

	  
 CONSENT

 
 The Administrative Agent hereby approves the foregoing
assignment.
  
 BANK OF AMERICA, N.A.

Administrative Agent
  

		 		 		 	 By:
	 	  

		 		 		 	 Name:
	 	  

		 		 		 	 Title:
	 	  



  
 5 








 Acknowledged and, to the extent required under the Loan Agreement, consented to, this
             day of             ,         . 

 

			
	CASUAL MALE RETAIL GROUP, INC.,
	as Borrowers’ Representative
		
	By	 	  

	Name:	 	Dennis R. Hernreich
	Title:	 	Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary


  
 6