Exhibit 10.2

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

TERM LOAN AND SECURITY AGREEMENT

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
As Administrative Agent And
Collateral Agent

 

TERM LENDERS 
NAMED HEREIN

 

DESTINATION XL GROUP, INC.

The Borrowers’ Representative
For:

DESTINATION XL GROUP, INC. f/k/a CASUAL MALE RETAIL GROUP, INC.,

CMRG APPAREL, LLC,

 

and the Guarantors

 

October 29, 2014

 

 

 




 

TABLE OF CONTENTS 

 


	
 
	
Page

	
ARTICLE 1 -  Definitions:
	
1

	
ARTICLE 2 -  Commitments and Credit Extensions:
	
23

	
2.1.
	
Establishment Of Term Facility.
	
23

	
2.2.
	
Protective Advances.
	
23

	
2.3.
	
Initial reserves; Changes to Reserves.
	
24

	
2.4.
	
Risks of Value of Collateral.
	
24

	
2.5.
	
Reserved.
	
24

	
2.6.
	
Reserved.
	
24

	
2.7.
	
Reserved.
	
24

	
2.8.
	
Reserved.
	
24

	
2.9.
	
Amortization.
	
24

	
2.10.
	
The Term Notes.
	
24

	
2.11.
	
Optional Prepayments; Mandatory Prepayments.
	
24

	
2.12.
	
Interest on Term Loans.
	
25

	
2.13.
	
Early Termination Fee..
	
25

	
2.14.
	
Upfront Fees.
	
25

	
2.15.
	
Reserved.
	
25

	
2.16.
	
Reserved..
	
25

	
2.17.
	
Agents’ and Term Lenders’ Discretion.
	
26

	
2.18.
	
Reserved.
	
26

	
2.19.
	
Changed Circumstances.
	
26

	
2.20.
	
Designation of Borrowers’ Representative As Borrowers’ Agent.
	
27

	
2.21.
	
Term Lenders’ Commitments.
	
27

	
ARTICLE 3 -  Conditions Precedent:
	
28

	
ARTICLE 4 -  General Representations, Covenants and Warranties:
	
30

	
4.1.
	
Payment And Performance of Liabilities.
	
30

	
4.2.
	
Due Organization; Authorization; No Conflicts.
	
30

	
4.3.
	
Trade Names.
	
31

	
4.4.
	
Infrastructure.
	
31

	
4.5.
	
Locations.
	
31

	
4.6.
	
Stores.
	
32

	
4.7.
	
Title to Assets.
	
32

	
4.8.
	
Indebtedness.
	
33

	
4.9.
	
Insurance.
	
33

	
4.10.
	
Licenses.
	
33

	
4.11.
	
Leases.
	
34

	
4.12.
	
Requirements of Law.
	
34

	
4.13.
	
Labor Relations.
	
34

	
4.14.
	
Maintain Properties; Asset Sales.
	
34

	
4.15.
	
Taxes.
	
35

	
4.16.
	
No Margin Stock; Not Investment Company.
	
35

	
4.17.
	
Erisa.
	
35

	
4.18.
	
Hazardous Materials.
	
36

	
4.19.
	
Litigation.
	
36

	
4.20.
	
Dividends, Investments, Entity Action.
	
36

	
4.21.
	
Permitted Acquisitions.
	
37

	
4.22.
	
Loans.
	
37

	
4.23.
	
Restrictions on Sale of Collateral; License Agreements.
	
38

	
4.24.
	
Protection of Assets.
	
38




(i)




 


	
4.25.
	
Line of Business.
	
38

	
4.26.
	
Affiliate Transactions.
	
38

	
4.27.
	
Further Assurances.
	
39

	
4.28.
	
Adequacy of Disclosure.
	
39

	
4.29.
	
No Restrictions on Liabilities.
	
40

	
4.30.
	
Other Covenants.
	
40

	
4.31.
	
Intentionally Omitted.
	
40

	
4.32.
	
Solvency.
	
40

	
4.33.
	
Patriot Act.
	
40

	
4.34.
	
Anti-Corruption Laws and Sanctions.
	
40

	
ARTICLE 5 -  Financial Reporting and Performance Covenants:
	
40

	
5.1.
	
Maintain Records.
	
40

	
5.2.
	
Access to Records.
	
41

	
5.3.
	
Prompt Notice to Administrative Agent.
	
41

	
5.4.
	
Borrowing Base Certificate.
	
42

	
5.5.
	
Monthly Reports.
	
42

	
5.6.
	
Quarterly Reports.
	
43

	
5.7.
	
Annual Reports.
	
43

	
5.8.
	
Compliance Certificates.
	
44

	
5.9.
	
Inventories, Appraisals, and Audits.
	
44

	
5.10.
	
Additional Financial Information.
	
45

	
5.11.
	
Financial Covenant.
	
45

	
5.12.
	
Term Loan Push Down Reserve.
	
45

	
ARTICLE 6 -  Use of Collateral:
	
45

	
6.1.
	
Use of Inventory Collateral.
	
45

	
6.2.
	
Inventory Quality.
	
46

	
6.3.
	
Adjustments and Allowances.
	
46

	
ARTICLE 7 -  Cash Management.
	
46

	
7.1.
	
Depository Accounts.
	
46

	
7.2.
	
Credit Card Receipts.
	
46

	
7.3.
	
The Administrative Agent’s, Blocked, and Operating Accounts.
	
47

	
7.4.
	
Proceeds and Collections.
	
47

	
7.5.
	
Payment of Liabilities.
	
48

	
7.6.
	
The Operating Account.
	
48

	
ARTICLE 8 -  Grant of Security Interest:
	
48

	
8.1.
	
Grant of Security Interest.
	
48

	
8.2.
	
Extent and Duration of Security Interest; Notice.
	
49

	
ARTICLE 9 -  Collateral Agent As Attorney-In-Fact:
	
49

	
9.1.
	
Appointment as Attorney-In-Fact.
	
49

	
9.2.
	
No Obligation to Act.
	
50

	
ARTICLE 10 -  Events of Default:
	
50

	
10.1.
	
Failure to Pay the Term Facility.
	
50

	
10.2.
	
Failure to Make Other Payments.
	
50

	
10.3.
	
Failure to Perform Covenant or Liability (No Grace Period) .
	
50

	
10.4.
	
Financial Reporting Requirements.
	
50

	
10.5.
	
Failure to Perform Covenant or Liability (Grace Period).
	
50

	
10.6.
	
Misrepresentation.
	
51

	
10.7.
	
Acceleration of Other Debt; Breach of Lease.
	
51

	
10.8.
	
Default Under Other Agreements.
	
51




(ii)




 


	
10.9.
	
Uninsured Casualty Loss.
	
51

	
10.10.
	
Attachment; Judgment; Restraint of Business.
	
51

	
10.11.
	
Indictment - Forfeiture.
	
51

	
10.12.
	
Challenge to Loan Documents.
	
51

	
10.13.
	
Change In Control.
	
51

	
10.14.
	
Business Failure.
	
51

	
10.15.
	
Bankruptcy.
	
52

	
10.16.
	
Termination of Business.
	
52

	
10.17.
	
Payment of Other Indebtedness.
	
52

	
10.18.
	
Default by Guarantor; Termination of Guaranty.
	
52

	
10.19.
	
Material Adverse Change.
	
52

	
ARTICLE 11 -  Rights and Remedies Upon Default:
	
52

	
11.1.
	
Acceleration.
	
52

	
11.2.
	
Rights of Enforcement.
	
52

	
11.3.
	
Sale Of Collateral.
	
53

	
11.4.
	
Occupation of Business Location.
	
53

	
11.5.
	
Grant of Nonexclusive License.
	
54

	
11.6.
	
Assembly of Collateral.
	
54

	
11.7.
	
Rights and Remedies.
	
54

	
ARTICLE 12 -  Loan Fundings and Distributions:
	
54

	
12.1.
	
Funding Procedures.
	
54

	
12.2.
	
Reserved.
	
54

	
12.3.
	
Reserved
	
54

	
12.4.
	
Ordinary Course Distributions:  Term Facility.
	
54

	
ARTICLE 13 -  Acceleration and Liquidation:
	
55

	
13.1.
	
Acceleration Notices.
	
55

	
13.2.
	
Acceleration.
	
55

	
13.3.
	
Initiation of Liquidation.
	
55

	
13.4.
	
Actions At and Following Initiation of Liquidation.
	
55

	
13.5.
	
Distribution of Liquidation Proceeds.
	
55

	
13.6.
	
Relative Priorities To Proceeds of Liquidation.
	
56

	
ARTICLE 14 -  The Agents:
	
56

	
14.1.
	
Appointment of the Agents.
	
56

	
14.2.
	
Responsibilities of Agents.
	
56

	
14.3.
	
Concerning Distributions By the Agents.
	
57

	
14.4.
	
Dispute Resolution.
	
57

	
14.5.
	
Distributions of Notices and of Documents.
	
58

	
14.6.
	
Confidential Information.
	
58

	
14.7.
	
Reliance By Agents.
	
58

	
14.8.
	
Non-Reliance on Agents and Other Term Lenders.
	
59

	
14.9.
	
Indemnification.
	
59

	
14.10.
	
Resignation of Agent.
	
59

	
14.11.
	
Intercreditor Agreement.
	
60

	
14.12.
	
Banking Services Exposure.
	
60

	
ARTICLE 15 -  Action By Agents Consents Amendments Waivers:
	
60

	
15.1.
	
Administration of Term Facility.
	
60

	
15.2.
	
Actions Requiring or On Direction of Majority Term Lenders.
	
60

	
15.3.
	
Action Requiring Certain Consent.
	
60

	
15.4.
	
Miscellaneous Actions.
	
61

	
15.5.
	
Actions Requiring Borrowers’ Representative’s Consent.
	
61




(iii)




 


	
15.6.
	
Nonconsenting Term Lender.
	
62

	
ARTICLE 16 -  Assignments By Term Lenders:
	
62

	
16.1.
	
Assignments and Assumptions.
	
62

	
16.2.
	
Assignment Procedures.
	
63

	
16.3.
	
Effect Of Assignment.
	
63

	
ARTICLE 17 -  Notices:
	
64

	
17.1.
	
Notice Addresses.
	
64

	
17.2.
	
Notice Given.
	
64

	
17.3.
	
Wire Instructions.
	
65

	
ARTICLE 18 -  Term:
	
65

	
18.1.
	
Termination of Term Facility.
	
65

	
18.2.
	
Actions on Termination.
	
65

	
ARTICLE 19 -  General:
	
66

	
19.1.
	
Protection of Collateral.
	
66

	
19.2.
	
Publicity.
	
66

	
19.3.
	
Successors and Assigns.
	
66

	
19.4.
	
Severability.
	
66

	
19.5.
	
Amendments.
	
66

	
19.6.
	
Power of Attorney.
	
66

	
19.7.
	
Application of Proceeds.
	
66

	
19.8.
	
Increased Costs.
	
67

	
19.9.
	
Costs and Expenses of Agents and Term Lenders.
	
67

	
19.10.
	
Copies, Facsimiles and Electronic Communications.
	
67

	
19.11.
	
MASSACHUSETTS  Law.
	
68

	
19.12.
	
Indemnification.
	
68

	
19.13.
	
Rules of Construction.
	
68

	
19.14.
	
Intent.
	
69

	
19.15.
	
Participations.
	
69

	
19.16.
	
Right of Set-Off.
	
69

	
19.17.
	
Pledges To Federal Reserve Banks.
	
70

	
19.18.
	
Maximum Interest Rate.
	
70

	
19.19.
	
Waivers.
	
70

	
19.20.
	
Additional Waivers.
	
70

	
19.21.
	
Intercreditor Agreement.
	
71

	
19.22.
	
Patriot Act Notice.
	
71

	
19.23.
	
Counterparts; Integration; Effectiveness.
	
71




 

 

 

(iv)




 

EXHIBITS 

 


	
1.0(a)
	
:
	
Casual Male Companies

	
1.0(b)
	
:
	
Guarantors

	
1.1
	
:
	
Permitted Encumbrances

	
1.01
	
:
	
DXL Stores and BALC Equipment

	
2.10
	
:
	
Term Note

	
2.21
	
:
	
Term Lenders’ Commitments

	
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

	
4.9
	
:
	
Insurance Policies

	
4.11
	
:
	
Capital Leases

	
4.13(a)
	
:
	
Labor Relations

	
4.19
	
:
	
Litigation

	
4.25
	
:
	
Franchise Location

	
4.28(b)
	
:
	
Contingent Obligations

	
5.4
	
:
	
Borrowing Base Certificate

	
5.8
	
:
	
Compliance Certificate

	
7.1
	
:
	
DDAs

	
7.2
	
:
	
Credit Card Arrangements

	
16.1
	
:
	
Assignment / Acceptance




 

 

 

(v)




 

TERM LOAN AND SECURITY AGREEMENT 

 

October 29, 2014 

THIS TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is made among: 

Wells Fargo Bank, National Association, a national banking association with an office at One Boston Place, Boston, Massachusetts 02108, as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of (i) the Collateral Agent and (ii) the “Term Lenders” who are, at present, those financial institutions identified on the signature pages of this Agreement and any Person who becomes a “Term Lender” in accordance with the provisions of this Agreement; 

and 

Wells Fargo Bank, National Association, a national banking association with an office at One Boston Place, Boston, Massachusetts 02108, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of (i) the Administrative Agent and (ii) the Term Lenders; 

and 

the Term Lenders; and 

Destination XL 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., a Delaware corporation and CMRG Apparel, LLC, a Delaware limited liability company (“CMRG Apparel”) (individually, a “Borrower” and collectively, the “Borrowers”). 

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 Administrative Agent, the Collateral Agent, the Term Lenders and the Borrowers hereby agree as follows: 

ARTICLE 1 - Definitions: 

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

“ABL Priority Collateral”:  Has the meaning provided to such term in the Intercreditor Agreement. 

“Accelerated Borrowing Base Delivery Event”:  Either (i) the occurrence and continuance of any Default or Event of Default, or (ii) the failure of the Borrower to maintain Excess Availability at all times equal to or greater than twenty percent (20%) of the Revolving Loan Cap (calculated without giving effect to the Term Loan Push Down Reserve).  For the 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 twenty percent (20%) of the Revolving Loan Cap (calculated without giving effect to the Term Loan Push Down Reserve) 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. 

- 1 -




“Acceleration Notice”:  Written notice as follows: 

(a) From the Administrative Agent to the Collateral Agent and the Term Lenders, as provided in Section 13.1(a). 

(b) From the Majority Term Lenders to the Administrative Agent, as provided in Section 13.1(b). 

“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. 

“Administrative Agent”:  Defined in the Preamble. 

“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. 

(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. 

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

“Alternative Rate”:  The greater of (a) 7.50% or (b) the Base Rate plus 5.50%. 

- 2 -




“Applicable Inventory Advance Rate”:  As of any date of determination:

 


	
Date of Determination
	
Rate

	
On or before 12/31/14
	
12.50%

	
On or after 1/1/15 and on or before 3/31/15
	
12.25%

	
On or after 4/1/15 and on or before 6/30/15
	
12.00%

	
On or after 7/1/15 and on or before 9/30/15
	
11.75%

	
On or after 10/1/15 and on or before 12/31/15
	
11.50%

	
On or after 1/1/16 and on or before 3/31/16
	
11.25%

	
On or after 4/1/16 and on or before 6/30/16
	
11.00%

	
On or after 7/1/16 and on or before 9/30/16
	
10.75%

	
On or after 10/1/16 and on or before 12/31/16
	
10.50%

	
On or after 1/1/17 and on or before 3/31/17
	
10.25%

	
On or after 4/1/17 and on or before 6/30/17
	
10.00%

	
On or after 7/1/17 and on or before 9/30/17
	
9.75%

	
On or after 10/1/17 and on or before 12/31/17
	
9.50%

	
On or after 1/1/18 and on or before 3/31/18
	
9.25%

	
On or after 4/1/18
	
9.00%




“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. 

“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 provided to the Administrative Agent by an appraiser engaged by the Revolving Agent or the Administrative Agent pursuant to the terms hereof, 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 Term Lender, (b) an Affiliate of a Term Lender (c) an entity or an Affiliate of an entity that administers or manages a Term Lender, or (d) the same investment advisor or an advisor under common control with such Term Lender, Affiliate or advisor, as applicable. 

“Assignee Term Lender”:  Defined in Section 16.1. 

“Assigning Term Lender”:  Defined in Section 16.1. 

“Assignment and Acceptance”:  Defined in Section 16.2. 

“Anti-Corruption Laws”:  All laws, rules and regulations of any jurisdiction applicable to any Loan Party or any of its Subsidiaries from time to time concerning or relating to bribery or corruption. 

“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 six (6) Fiscal months immediately following such transaction or payment to be, equal to or greater than twenty percent (20%) of the Revolving 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 

- 3 -




Collateral Agent’s ability to realize upon the Collateral, it being agreed that such reserves shall not be in duplication of any reserves imposed and maintained by the Revolving Agent under the Revolving Credit Agreement; provided, that any Availability Reserves must be implemented based upon events such as a change in circumstances, adverse developments, issues identified in a field exam, appraisal, audit or inspection or market change; and provided, further, that if the Revolving Agent did not implement and maintain a reserve for such events or imposed and maintained a reserve in less than the amount the Administrative Agent deems appropriate, in its reasonable discretion, based on the foregoing the Administrative agent may impose an Availability Reserve for the incremental difference. 

“BALC”:  Bank of America Leasing & Capital, LLC, and its successors and assigns. 

“BALC Equipment”:  The Equipment specifically set forth on EXHIBIT 1.01 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 equipment financing arrangements with BALC on terms and conditions reasonably acceptable to the Administrative Agent in an aggregate amount not to exceed $23,000,000 minus all payments of principal thereof since the Closing Date. 

“Bankruptcy Code”:  Title 11, U.S.C., as amended from time to time. 

“BAS”:  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, as in effect from time to time, plus one-half of one percent (0.50%), or (b) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime rate.”  The “prime rate” is a rate set by Wells Fargo based upon various factors including Wells Fargo’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 such rate announced by Wells Fargo shall take effect at the opening of business on the day specified in the public announcement of such change.   

“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 as instructed by the Revolving Agent or the Administrative Agent pursuant to the terms thereof. 

“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 

- 4 -




minus 

(c) The then amount of all Reserves. 

“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 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 twelve and one half percent (12.5%) of the Revolving Loan Cap (calculated without giving effect to the Term Loan Push Down Reserve). 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 twelve and one half percent (12.5%) of the Revolving Loan Cap (calculated without giving effect to the Term Loan Push Down Reserve) 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 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”:  Destination XL Group, Inc., formerly known as Casual Male Retail Group, Inc., a Delaware corporation. 

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

- 5 -




“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”:  October 29, 2014. 

“CMRG Apparel”:  Defined in the Preamble. 

“Collateral”:  Defined in Section 8.1. 

“Collateral Access Agreement”:  An agreement reasonably satisfactory in form and substance to the Administrative Agent executed by (a) a bailee or other Person in possession of Collateral, and (b) any landlord of real estate leased by any Loan Party, pursuant to which such Person (i) acknowledges the Agent’s Collateral Interest in the Collateral, (ii) releases or subordinates such Person’s Encumbrances in the Collateral held by such Person or located on such real estate, (iii) provides the Administrative Agent with access to the Collateral held by such bailee or other Person or located in or on such real estate, (iv) as to any landlord, provides the Administrative Agent with a reasonable time to sell and dispose of the Collateral from such real estate, and (v) makes such other agreements with the Administrative Agent as the Administrative Agent may reasonably require.  

“Collateral Agent”:  Defined in the Preamble. 

“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 Term 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 Term Lender from whom such consent is sought shall be required), the passage of seven (7) Business Days from receipt of written notice to a Term Lender from an Agent of a proposed course of action to be followed by an Agent without such Term Lender’s giving that Agent written notice of that Term Lender’s objection to such course of action; provided that all Agents may rely on such passage of time as consent by a Term 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. 

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“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 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 Libor Margin Rate. 

“Covenant Compliance Event”:  Excess Availability at any time is less than or equal to the greater of (a) ten percent (10%) of the Revolving Loan Cap (calculated without giving effect to the Term Loan Push Down Reserve) and (b) $7,500,000.  The occurrence of a Covenant Compliance Event shall be deemed continuing until the first date thereafter when Excess Availability has equaled or exceeded the greater of (x) ten percent (10%) of the Revolving Loan Cap (calculated without giving effect to the Term Loan Push Down Reserve) and (y) $7,500,000, for thirty (30) consecutive calendar days.  The termination of a Covenant Compliance Event, as provided herein, shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise. 

“Credit Card Advance Rate”:  10%. 

“Credit Card Notifications”:  Has the meaning given such term in Section 7.2(b). 

“Credit Card Receivables”:  Each “payment intangible” (as defined in the UCC), 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. 

“Customs Broker/Carrier Agreement”:  An agreement in form and substance satisfactory to the Administrative Agent among a Borrower, a customs broker, freight forwarder, consolidator or carrier, and the Administrative Agent, in which the customs broker, freight forwarder, consolidator or carrier acknowledges that it has control over and holds the documents evidencing ownership of the subject Inventory for the benefit of the Agent and agrees, upon notice from the Administrative Agent, to hold and dispose of the subject Inventory solely as directed by the Administrative Agent.  

“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. 

“DDA Notifications”:  Has the meaning given such term in Section 7.1(d). 

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“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 Liabilities, but including, without limitation, Capital Lease Obligations and including, without limitation, regularly scheduled payments of principal pursuant to Section 2.9 of this Agreement) 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. 

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

“Disposition”:  The sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of equity interests in a Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

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

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

“DXL Stores”:  Stores which are not identified as “Casual Male” or “Rochester” stores on EXHIBIT 1.01 attached hereto. 

“Eligible Assignee”:  With respect to an assignee of a Term 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 Term Lender or any Affiliate of any Term Lender; or (c) any Person to whom a Term Lender assigns its rights and obligations under this Agreement as part of a programmed assignment and transfer of such Term Lender’s rights in and to a material portion of such Term 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 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 (j) below.  Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, a Credit Card Receivable 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 a Credit Card Receivable 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 Credit Card Receivable 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 a “payment intangible” (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; 

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(c) Credit Card Receivables (i) that are not subject to a perfected 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) and Encumbrances granted to the Revolving Agent under the Revolving Credit Agreement; 

(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 Credit Card Receivables 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; 

(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 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. 

“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 

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which is prior and superior to all security interests, claims, and encumbrances, except security interests, claims and encumbrances in favor of the Revolving Agent. 

(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 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 letter-of-credit 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 

(b) The documentary letter-of-credit supporting such purchase names the Revolving Agent or the Collateral Agent (as applicable, in accordance with the Intercreditor Agreement) 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 Liabilities (other than continuing representations, warranties and indemnity obligations) have been paid in full. 

“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. 

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(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. 

“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 Term Lenders or by the Administrative Agent, as applicable. 

“Excess Availability”:  Has the meaning given to the term under the Revolving Credit Agreement in effect on the Closing Date. 

“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. 

“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 Wells Fargo on such day on such transactions as determined by the Administrative Agent. 

“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 2014” is to the Loan Parties’ fiscal month of June in the calendar year 2014). 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 2015 reference to that year would be to the Loan Parties’ “Fiscal 2014”). 

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

“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. 

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“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. 

“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. 

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“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. 

(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. 

“Intercreditor Agreement”:  That certain Intercreditor Agreement dated as of the date hereof between the Revolving Agent and the Administrative Agent and acknowledged by the Loan Parties, as in effect on the Closing Date and as may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time hereafter in accordance with the terms thereof. 

“Interest Payment Date”:  The first day of each month; the Termination Date; and the End Date. 

“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 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 Eligible Inventory or which reflect such other factors affecting the market value of Eligible Inventory and without duplication of any reserves imposed and maintained by the Revolving Agent under the Revolving Credit Agreement; provided, that any Inventory Reserves must be implemented based upon events such as a change in circumstances, adverse developments, issues identified in a field exam, 

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appraisal, audit or inspection or market change; and provided, further, that if the Revolving Agent did not implement and maintain a reserve for such events or imposed and maintained a reserve in an amount less than the Administrative Agent deems appropriate, in its reasonable discretion, based on the foregoing the Administrative agent may impose an Inventory Reserve for the incremental difference. 

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

“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 Term Lenders holding more than 51% of the then outstanding amount of the Term Loans 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”:   Any and all direct and indirect liabilities, debts, and obligations of each Borrower to any Agent or any Term Lender, 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 or any Term Lender (including all future advances whether or not made pursuant to a commitment by any Agent or any Term Lender), whether or not any of such are liquidated, unliquidated, primary, secondary, secured,unsecured, direct, indirect, absolute, contingent, or of any other type, nature, or description, or by reason of any cause of action which any Agent or any Term Lender may hold against any Borrower. 

(ii) All notes and other obligations of each Borrower now or hereafter assigned to or held by any Agent or any Term Lender, each of every kind, nature, and description 

(iii) All interest, fees, and charges and other amounts which may be charged by any Agent or any Term Lender to any Borrower and/or which may be due from any Borrower to any Agent or any Term Lender 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 or any Term Lender 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 or any Term Lender pursuant to this Agreement or any other Loan Document. 

(vi) Protective Advances. 

“Libor Margin”:  6.50%. 

“Libor Rate”:  The greater of: (i) 1.00%; and (ii) (A) the rate per annum for an interest period of thirty (30) days appearing on the Reuters Screen LIBOR01 page two business days prior to the commencement of each 

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calendar month, or (B) if such rate does not appear on the Reuters Screen LIBOR01 Page, then the rate as determined by the Administrative Agent from another recognized source or interbank quotation. 

“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. 

“Loan Documents”:  This Agreement, the Intercreditor Agreement, and each instrument and document executed as contemplated by this 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 or any Term Lender, or any Affiliate of any Agent or any Term Lender, as each may be amended from time to time. 

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

“Majority Term Lenders”:  Term Lenders holding 51% or more of the then outstanding amount of the Term Loans; provided, that if there are only two Term Lenders (a Term Lender and its Affiliates being deemed one Term Lender), then both Term Lenders. 

“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.   

Notwithstanding anything to the contrary above or in the definition of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all leases to be capitalized, only those leases that would result or would have resulted in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the date hereof) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith. 

“Material Adverse Effect”:  means any event, circumstance or condition that has had a materially adverse effect on (a) the business, operations, assets, liabilities (actual or contingent) or financial condition of the Loan Parties and their Subsidiaries, taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (c) the rights and remedies of the Term Lenders, the Collateral Agent or the Administrative Agent under any Loan Document.. 

“Maturity Date”:  October 29, 2019. 

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

“Net Proceeds”:  With respect to any Disposition by any Loan Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset by an Encumbrance permitted hereunder which is senior to the Administrative Agent’s Collateral Interest on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such transaction (other than Indebtedness under the Loan Documents), and (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party or such Subsidiary in connection with such transaction (including, 

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without limitation, appraisals, and brokerage, legal, title and recording or transfer tax expenses, commissions and  expenses incurred in connection with obtaining such proceeds following the casualty event) paid by any Loan Party to third parties (other than Affiliates)).  

“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 Term Lender”:  Defined in Section 15.6. 

“Operating Account”:  Defined in Section 7.3. 

“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) after giving pro forma effect to such transaction or payment, the Consolidated Fixed Charge Coverage Ratio, tested on a trailing twelve month basis, shall be equal to or greater than 1.0 to 1.0; provided that this clause (c) shall not apply if Excess Availability at the time of such determination and projected for the six (6) Fiscal months immediately following and after giving effect to such transaction or payment was equal to or greater than the greater of (x) twenty five percent (25%) of the Revolving Loan Cap (calculated without giving effect to the Term Loan Push Down Reserve) and (y) $20,000,000. 

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 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, 

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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 Term Lenders. 

“Permitted Asset Disposition”:  A sale or other disposition of (i) Stores which are not DXL Stores and (ii) any other sale or 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 in connection with DXL Store closings, at arms-length (i) may be up to an aggregate of ten percent (10%) of the DXL Stores open as of the beginning of any Fiscal year of the Loan Parties, provided if such sales or other dispositions, whether at one time or multiple closures which constitute a series, of closures (x) exceed the aggregate of five percent (5%) of DXL Stores open as of the beginning of such Fiscal year or (y)  are part of any program, the Borrowers’ business plan or are intended to comprise multiple DXL Store closures which will exceed the aggregate of five percent (5%) of the DXL Stores open as of the beginning of such Fiscal year when such program, business plan or multiple closures are completed, then the closures referenced in (x) and (y) immediately preceding shall be in accordance with liquidation agreements and with professional liquidators, in each case, reasonably acceptable to the Administrative Agent (and the Borrower’s Representative shall have provided the Administrative Agent and the Revolving Agent with an updated Borrowing Base Certificate reflecting such DXL Store closures and the effect of such liquidation agreements); 

(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 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 in favor of the Revolving Agent pursuant to the Revolving Credit Agreement. 

(d) Encumbrances on the BALC Equipment solely to the extent securing the BALC Indebtedness. 

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“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. 

(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 in an aggregate amount not to exceed $23,000,000 minus all payments of principal thereof since the Closing Date. 

(h) Indebtedness under the Revolving Credit Agreement, provided, that (i) the aggregate principal amount of revolving loans and reimbursement obligations under all letters of credit issued thereunder shall in no event exceed the lesser of (x) $175,000,000 minus the aggregate permanent reduction or terminations of revolving commitments occurring after the Closing Date and (y) the Borrowing Base (as such term is defined under the Revolving Credit Agreement) and (ii) such Indebtedness shall at all times be subject to the Intercreditor Agreement. 

(i) Reserved. 

“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 Wells Fargo; 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) reserved; 

(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 no loans or advances under the Revolving Credit Agreement are then outstanding, 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 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. 

“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. 

“Prepayment Event”:  (a) any Disposition in respect of any Term Loan Priority Collateral or (b) any casualty or other insured damage to, or any taking under the power of eminent domain or by condemnation or similar proceeding of (and payments in lieu thereof) any Term Loan Priority Collateral. 

“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 Term Lender’s percentage claim to the overall aggregate amount being distributed 

“Protective Advances”.  Defined in Section 2.2. hereof. 

“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 ABL Priority Collateral. 

“Register”:  Defined in Section 16.2(c). 

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“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. 

“Reserves”:  Availability Reserves and Inventory Reserves and reserves due to the failure to deliver the agreements specified in Section 4.27(g) hereof or Section 4.27(h) hereof. 

“Revolver Amendment”:  Defined in “Revolving Credit Agreement.” 

“Revolving Agent”:  Bank of America, N.A., in its capacity as administrative agent and collateral agent under the Revolving Credit Agreement, or any successor administrative agent and collateral agent under the Revolving Credit Agreement. 

“Revolving Credit Agreement”:  The Sixth Amended and Restated Loan and Security Agreement dated as of November 20, 2012, as amended by that certain First Amendment to Sixth Amended and Restated Loan and Security Agreement, First Amendment to Amended and Restated Guaranty Agreement, First Amendment to Amended and Restated Security Agreement, and Termination Agreement, dated as of June 26, 2013, as amended by that certain Second Amendment to Sixth Amended and Restated Loan and Security Agreement, dated as of October 24, 2014 (the “Revolver Amendment”), in effect on the Closing Date and as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time hereafter in accordance with the terms of this Agreement and the Intercreditor Agreement.   

“Revolving Loan Cap”:  Has the meaning provided to the term “Loan Cap” under the Revolving Credit Agreement as in effect on the Closing Date. 

“Sanctioned Country”:  At any time, a country or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Sudan and Syria). 

“Sanctioned Person”:  At any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b). 

“Sanctions”:  Economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. 

“SEC”:  The Securities and Exchange Commission. 

“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 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. 

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

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“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. 

“Term Commitments”:  The aggregate of each Term Lender’s Term Dollar Commitment, as such amount may be increased or reduced from time to time in accordance with the terms of this Agreement. The aggregate Term Dollar Commitments as of the Closing Date is $15,000,000. 

“Term Dollar Commitment”:  As to each Term Lender, the amount set forth on EXHIBIT 2.21, annexed hereto (as such amounts may change in accordance with the provisions of this Agreement). 

“Term Facility”:  Defined in Section 2.1. 

“Term Lenders”:  Each Term Lender to which reference is made in the Preamble and any other Person who becomes a “Term Lender” in accordance with the provisions of this Agreement. 

“Term Loan Prepayment Fee” With respect to any payment or prepayment of the Term Loans (including upon acceleration of the maturity of the Term Loans), an amount equal to (a) on or prior to the first anniversary of the Closing Date, four percent (4%) of the principal amount of the Term Loans required to be repaid or prepaid, (b) after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, two percent (2%), (c) after the second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date, one percent (1%), and (d) after the third anniversary of the Closing Date, $0.  So long as no Event of Default has occurred under Section 10.14 or Section 10.15, notwithstanding anything to the contrary in this Agreement, the Term Loan Prepayment Fee shall be 50% of the amount otherwise required pursuant to the terms hereof if such prepayment is made simultaneously with a sale of all or substantially all of the assets of the Borrower and their Subsidiaries or all of the equity interest of the Borrowers and their Subsidiaries and such prepayment results in payment in full of all the Liabilities. 

“Term Loan Priority Account”:  Defined in Section 7.3. 

“Term Loan Priority Collateral”:  Has the meaning provided to such term in the Intercreditor Agreement. 

“Term Loan Push Down Reserve”:  The aggregate amount, if any, by which the outstanding principal balance of the Term Loans exceeds the Borrowing Base. 

“Term Loans”:  Loans made by the Term Lenders under the Term Facility. 

“Term Note”:  Defined in Section 2.10. 

“Term Percentage Commitment”:  As to each Term Lender, the amount set forth on EXHIBIT 2.21, annexed hereto (as such amounts may change in accordance with the provisions of this Agreement). 

“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. 

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“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 Term 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 Term Lender shall be effective without the consent of the Administrative Agent. 

“UCC”:  The Uniform Commercial Code as in effect from time to time in The Commonwealth of Massachusetts.. 

“Unanimous Consent”:  Written Consent of Term Lenders holding 100% of the then outstanding Term Loans. 

“Wells Fargo”:  Wells Fargo Bank, National Association. 

In the event the Revolving Credit Agreement is no longer outstanding, for purposes of the definitions referring to the Revolving Credit Agreement, it will be deemed outstanding with no obligations thereunder. 

ARTICLE 2 - Commitments and Credit Extensions: 

2.1. Establishment Of Term Facility. 

(a) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a loan to the Borrowers on the Closing Date in the principal amount not to exceed the Term Dollar Commitment of such Term Lender (the “Term Facility”) in one advance on the Closing Date.  Amounts borrowed under the Term Facility and repaid or prepaid may not be reborrowed. 

(b) The Borrowing Base 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 take as provided herein. 

(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 Term Lender to provide such loans shall terminate on the Closing Date. 

(d) The proceeds of borrowings under the Term Facility shall be used solely for the Borrowers’ working capital needs and general corporate purposes. 

2.2. Protective Advances. Administrative Agent shall be authorized, in its discretion, at any time,  to make advances (each, a “Protective Advance”) (a) up to an aggregate of the amount permitted under the Intercreditor Agreement, at any time, if Administrative Agent deems such Protective Advances necessary or desirable to, directly or indirectly, (i) maintain, protect or preserve the value of the Collateral and/or the Administrative Agent’s rights therein as determined in the discretion of the Administrative Agent, including to preserve the Loan Parties’ business assets and infrastructure (such as the payment of insurance premiums, taxes, necessary suppliers, rent and payroll), (ii) commence the Exercise of Any Secured Creditor Remedies (as defined in the Intercreditor Agreement), (iii) fund an orderly liquidation or wind-down of the Loan Parties’ assets or business or an Insolvency Proceeding (as defined in the Intercreditor Agreement) (whether or not occurring prior to or after the commencement of an Insolvency Proceeding), or (iv) enhance the likelihood of, or maximize the amount of, repayment of the Liabilities or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including interest, costs, fees and expenses.  Each Lender shall participate in each Protective Advance on a Pro Rata basis.  Majority Term Lenders may at any time revoke Administrative Agent’s authority to make further Protective Advances under clause (a) by written notice to Administrative Agent.  Absent such revocation, Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.  All Protective Advances shall bear interest at the Default rate specified in 

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Section 2.12(c), and shall be due and payable on written demand of the Administrative Agent.  All Protective Advances shall constitute Liabilities as if such Protective Advances were direct advances of Term Loans. 

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); 

(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 Term Facility and/or the monitoring of compliance with the provisions hereof shall not be deemed a determination by the Administrative Agent or any Term 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 Term Facility. 

2.5. Reserved.  

2.6. Reserved. 

2.7. Reserved. 

2.8. Reserved. 

2.9. Amortization.  The Borrowers shall pay to the Administrative Agent, for the ratable account of the Term Lenders (a) on the first Business Day of each January, April, July and October, commencing on the first Business Day of January 2015, an aggregate principal amount equal to $250,000, subject to adjustment as provided in Section 2.11(c) and (b) on the Termination Date, all of the aggregate principal amount of the Term Loans outstanding on such date. 

2.10. The Term Notes. The Borrowers’ obligation to repay Term Loans with interest as provided herein, shall be evidenced by notes (each, a “Term Note”) in the form of EXHIBIT 2.10, annexed hereto, executed by each Borrower, one payable to each Term Lender. Neither the original nor a copy of any Term Note shall be required, however, to establish or prove any Liability. Upon the Borrowers’ Representative’s being provided with an affidavit from any Term Lender to the effect that any Term Note has been lost, mutilated, or destroyed, the Borrowers shall execute a replacement thereof and deliver such replacement to such Term Lender. 

2.11. Optional Prepayments; Mandatory Prepayments. 

(a) Subject to Section 2.13, the Borrowers may repay the outstanding Term Loans in amounts no less than $250,000 upon three (3) Business Days’ prior written notice to the Administrative Agent.  Subject to Section 2.11(c), each repayment made pursuant to this Section 2.11(a) shall be applied in inverse order of maturity.  All payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Term Lenders to which 

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such payment is owed, at the Administrative Agent’s office in Dollars and in immediately available funds.  Any notice of prepayment shall be irrevocable. 

(b) Subject to Section 2.13, the Borrowers shall prepay the Term Loans in an amount equal to the Net Proceeds received by the Borrowers on account of a Prepayment Event relating to the Term Loan Priority Collateral provided, that  in the event Borrowers deliver a written notice promptly following the receipt of such funds that Borrowers wish to reinvest the Net Proceeds of any Disposition of casualty loss in an aggregate amount of $250,000 for any single event and $1,000,000 in the aggregate for any fiscal year, all of such Net Proceeds are deposited in the Term Loan Priority Account promptly upon receipt thereof, and Borrowers reinvest such funds within 180 days of receipt thereof then,  so long as no Default or Event of Default has occurred and is continuing,  the Borrowers will not be required to make such a mandatory prepayment under this Section with respect to such Net Proceeds.  In the event such Net Proceeds have not been so reinvested during such 180 day period, the Borrowers will make the mandatory prepayment required under this Section.  Subject to Section 2.11(c), each repayment made pursuant to this Section 2.11(b) shall be applied in inverse order of maturity . In the event, following a casualty loss, the Borrowers spend funds for repair or restoration, which costs are covered by insurance, prior to the receipt of any insurance proceeds therefor, then, so long as no Default or Event of Default has occurred and is continuing, when such insurance proceeds are received, the Borrowers may reimburse themselves with the insurance proceeds for those repair and restoration costs included in the award.   For avoidance of doubt, the Borrowers may retain the proceeds from business interruption insurance.  

(c) So long as no Default or Event of Default has occurred and is continuing when any optional or mandatory prepayment is made, the Borrowers’ Representative may request up to an aggregate of two (2) times prior to the Termination Date that the amortization be recalculated, after giving effect to such prepayment, based upon the same percentage per annum (6.67%) with an assumed fifteen (15) year term commencing on the Closing Date. 

2.12. Interest on Term Loans. 

(a) Each Term Loan shall bear interest at the Libor Rate plus the Libor Margin. 

(b) The Borrowers shall pay accrued and unpaid interest on each Term Loan in arrears as follows: 

(i) On each Interest Payment Date. 

(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. 

(c) 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 Term Loans shall bear interest, at the option of the Administrative Agent or at the instruction of the Majority Term Lenders, at a rate which is the aggregate of the rate applicable to Term Loans plus two percent (2%) per annum. 

2.13. Early Termination Fee.   In the event that, at any time on or prior to third anniversary of the Closing Date, (i) the Termination Date occurs, or (ii) in the event that the Borrowers prepay, or are required to prepay, the Term Loans in whole or in part, then, on the Termination Date or the effective date of such prepayment, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Term Lenders, an amount equal to the Term Loan Prepayment Fee due at the time of such prepayment.  All parties to this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the early termination of this Agreement or prepayment of any portion of the Term Loans and that, in view of the difficulty in ascertaining the amount of such damages, the Term Loan Prepayment Fee constitutes reasonable compensation and liquidated damages to compensate the Term Lenders on account thereof. 

2.14. Other Fees.   The Borrowers shall pay to the Administrative Agent the fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

2.15. Reserved.  

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2.16. Reserved.    

2.17. Agents’ and Term Lenders’ Discretion. 

(a) Each reference in the Loan Documents to the exercise of discretion, reasonable discretion, or the like by any Agent or any Term 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 Term 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). 

(ii) Indicates that any report or financial information delivered to any Agent or any Term 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 Term 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 Term 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 Term 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. Reserved. 

2.19. 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 Libor Rate. 

(ii) The indices on which the Libor Rate is based shall no longer represent the effective cost to the Administrative Agent or any Term 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 2.19(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply, interest on the Term Loans shall accrue and be payable at the Alternative Rate. 

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2.20. Designation of Borrowers’ Representative As Borrowers’ Agent. 

(a) Each Borrower and each Loan Party hereby irrevocably designates and appoints the Borrowers’ Representative as their agent under the Term Facility to represent them in all respects under this Agreement and the other Loan Documents. 

(b) Each Borrower recognizes that credit available to it under the Term 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. 

2.21. Term Lenders’ Commitments. 

(a) Subject to Section 16.1 (which provides for assignments and assumptions of commitments), each Term Lender’s “Term Percentage Commitment” and “Term Dollar Commitment” (respectively so referred to herein) is set forth on EXHIBIT 2.21, annexed hereto. 

(b) The obligations of each Term Lender are several and not joint. No Term Lender shall have any obligation to make any loan or advance under the Term Facility in excess of either of the following: 

(i) That Term Lender’s Term Percentage Commitment of the subject loan. 

(ii) That Term Lender’s Term Dollar Commitment. 

(c) No Term Lender shall have any liability to the Borrowers on account of the failure of any other Term Lender to provide any loan or advance under the Term Facility nor any obligation to make up any shortfall which may be created by such failure. 

(d) Subject to Section 16.1, the Term Dollar Commitments, Term Percentage Commitments, and identities of the Term Lenders may be changed, from time to time by the reallocation or assignment of Term Dollar Commitments and Term Percentage Commitments among the Term Lenders or with other Persons who determine to become a Term Lender. 

(e) Upon written notice given the Borrowers’ Representative from time to time by the Administrative Agent of any assignment or allocation referenced in Section 2.21(d): 

(i) Each Borrower shall execute one or more replacement Term Notes to reflect such changed Term Dollar Commitments, Term Commitment Percentages, and identities and shall deliver such replacement Term Notes to the Administrative Agent (which promptly thereafter shall deliver to the Borrowers’ Representative the Term Notes so replaced); provided, however, in the event that a Term 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 Term Notes, may issue the Administrative Agent’s Certificate confirming the resulting Term Dollar Commitments and Term Percentage Commitments. 

(ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Term Lender shall have all rights, privileges, and obligations of a Term Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Term Lender is a signatory and any Person removed as a Term Lender shall be relieved of any obligations or responsibilities of a Term Lender hereunder thereafter. 

ARTICLE 3 - Conditions Precedent: 

The effectiveness of this Agreement, the establishment of the Term Facility, and the obligation of each Term Lender to make its portion Term Loans shall be subject to the satisfaction of each of the following conditions precedent: 

(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif ” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by an authorized officer of the signing Loan Party or the Term Lenders, as 

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applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Agent: 

(i) executed counterparts of this Agreement sufficient in number for distribution to the Agents, each Term Lender and the Borrowers’ Representative; 

(ii) a Term Note executed by the Borrowers in favor of each Term Lender requesting a Term Note; 

(iii) the Revolver Amendment executed by the parties thereto, upon terms and conditions acceptable to the Administrative Agent; 

(iv) the Intercreditor Agreement executed by the parties thereto and acknowledged by the Borrowers, upon terms and conditions acceptable to the Administrative Agent;  

(v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of authorized officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) the identity, authority and capacity of each authorized officer thereof authorized to act as an authorized officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party; 

(vi) copies of each Loan Party’s organization documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; 

(vii) a favorable opinion of Greenberg Traurig, LLP, counsel to the Loan Parties, addressed to the Agents and each Term Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; 

(viii) 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 Term 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 Term 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. 

(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; 

(x) subject to the Intercreditor Agreement, certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; 

(xi) all other Loan Documents, each duly executed by the applicable Loan Parties; 

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(xii) (A) appraisals (based on net liquidation value) by a third party appraiser acceptable to the Administrative Agent of all Inventory of the Loan Parties, the results of which are satisfactory to the Administrative Agent and (B) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Administrative Agent; 

(xiii) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Encumbrances on the assets of the Loan Parties, except for Permitted Encumbrances and Encumbrances for which termination statements and releases, satisfactions and discharges of any mortgages, and releases  or subordination agreements satisfactory to the Administrative Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; 

(xiv) (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Agents to be filed, registered or recorded to create or perfect the Collateral Interests intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to the terms hereof, (C) control agreements with respect to the Loan Parties’ securities and investment accounts, and (D) Collateral Access Agreements as required by the Agent; 

(xv) projections and a Business Plan on a monthly basis for each of the first two Fiscal years of the Borrowers following the Closing Date and thereafter, annually, through the Maturity Date, each in form and substance acceptable to the Administrative Agent; and  

(xvi) such other assurances, certificates, documents, consents or opinions as the Agent reasonably may require. 

(b) After giving effect to the funding of the Term Loans, Excess Availability shall be not less than $52,500,000. 

(c) The Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on September, 2014, and executed by an authorized officer of the Borrowers’ Representative. 

(d) The Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since August 2, 2014. 

(e) There shall not be pending any action, suit, investigation or other proceeding or, to the knowledge of the Loan Parties, threatened in writing against any Loan Party or any of its Subsidiaries in any court or before any arbitrator or governmental authority. 

(f) There shall not have occurred any default of any material contract of any Loan Party. 

(g) No Default or Event of Default shall have occurred and be continuing under the Revolving Credit Agreement. 

(h) No Default or Event of Default shall have occurred and be continuing or would result from the funding of the Term Loans. 

(i) The consummation of the transactions contemplated hereby shall not violate any Applicable Law or any organization document. 

(j) All fees and expenses required to be paid to the Administrative Agent on or before the Closing Date shall have been paid in full, and all fees and expenses required to be paid to the Term Lenders on or before the Closing Date shall have been paid in full. 

(k) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). 

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(l) The Administrative Agent and the Term Lenders 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 in each case, the results of which are satisfactory to the Agent not less than five (5) Business Days prior to the Closing Date. 

(m) No new or additional information, shall have been received or discovered by any Agent or any Term Lender regarding any Loan Party or its Subsidiaries or the transactions completed under this Agreement or the other Loan Documents that (i) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) purports to adversely affect the Term Loan Facility or any other aspect of the transactions contemplated under this Agreement or any other Loan Document, and nothing shall have come to the attention of any Agent or any Term Lender to lead it to believe that the transactions contemplated under this Agreement or any other Loan Document would have a Material Adverse Effect. 

Without limiting the generality of the provisions of Section 14.7, for purposes of determining compliance with the conditions specified in this Article 3, each Term Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Term Lender unless the Agent shall have received notice from such Term Lender prior to the proposed Closing Date specifying its objection thereto. 

ARTICLE 4 - General Representations, Covenants and Warranties: 

To induce each Term Lender to establish the Term Facility contemplated herein and to induce the Term 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, 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). 

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(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. 

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 securing the BALC Indebtedness or the acquisition or right to use of which has been consented to in writing  by the Administrative Agent in its sole discretion; 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 Term 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 (other than Permitted Indebtedness issued under the Revolving Credit Agreement) when due;  

(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; and 

(iii) payments of Permitted Indebtedness issued under the Revolving Credit Agreement. 

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. 

(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. 

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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. 

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. 

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

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(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 Revolving Agent of all Receipts as provided in the Revolving Loan Agreement. 

(iv) The turning over to the Administrative gent of all Net Proceeds of Equipment, unless such Net Proceeds are being reinvested in accordance with Section 2.11(b) hereof, in which case such Net Proceed shall be deposited in the Term Loan Priority Account. 

(v) 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. 

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. No Loan Party or any Subsidiary or any Person controlling any Loan Party or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 

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). 

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(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. 

(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) At any time after January 31, 2016, Permitted Minority Investments; provided that (A) the Borrowers are in compliance with the Payment Conditions and (B) at any time that any Term 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 $10,000,000; and 

(v) At any time after January 31, 2016, 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 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, the Payment Conditions shall have been satisfied. 

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(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 Term Lender or any Affiliate of a Term Lender. 

4.21. Permitted Acquisitions. The Loan Parties may, after January 31, 2017, make Permitted Acquisitions without the consent of the Agent or the Term 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 priority perfected security interests and liens (subject to the Intercreditor Agreement) on all of the assets of such Subsidiary which comprise Term Loan Priority Collateral and a second priority perfected security interest and lien on those assets which constitute ABL Priority Collateral, subject to the same limitations set forth in Section 8.1 hereof and subject to Permitted Encumbrances. 

(d) The Agent and the Term 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) has a perfected security interest in such Inventory (subject to the Intercreditor Agreement), (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. 

(e) Advances to contractors for the construction or renovation of stores, buildings or improvements for use in the business of a Loan Party. 

(f) Reserved. 

(g) At any time after January 31, 2016, 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 

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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 Investments permitted pursuant to Section 4.20(c)(v), shall not exceed $10,000,000 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, 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 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. 

(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, (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 Term 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 Term Lenders. 

and (z) franchise to the party for the location, each as described on EXHIBIT 4.25 attached hereto. 

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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. 

(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. 

(g) Each Loan Party shall, upon the request of the Administrative Agent, use commercially reasonable efforts to cause each of its customs brokers, freight forwarders, consolidators and/or carriers to deliver an agreement (including, without limitation, a Customs Broker/Carrier Agreement) to the Administrative Agent covering such matters and in such form as the Administrative Agent may reasonably require within forty-five (45) days of such request (provided, the Administrative Agent may establish Reserves due to the failure to deliver such agreements). 

(h) Each Loan Party shall, upon the request of the Administrative Agent, use commercially reasonable efforts to cause any of its landlords to deliver a Collateral Access Agreement to the Administrative Agent in such form as the Agent may reasonably require within forty-five (45) days of such request (provided, the Administrative Agent may establish Reserves due to the failure to deliver such agreements). 

4.28. Adequacy of Disclosure. 

(a) All financial statements furnished to each Agent and each Term 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 

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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 noted in the Loan Parties’ Consolidated financial statements furnished to each Agent and each Term 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 Term 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 Term 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. Intentionally Omitted.  

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 Term 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. 

4.34. Anti-Corruption Laws and Sanctions.  

(a) The Loan Parties have implemented and maintain in effect policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Loan Parties, their Subsidiaries and their respective officers and employees and to the knowledge of the Borrowers, their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person.  None of (i) any Loan Party, any Subsidiary or, any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrowers, any agent of any Loan Party or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.  The Term  Loan and the  use of proceeds or other transaction contemplated by this Agreement will not violate any Anti-Corruption Law or applicable Sanctions. 

(b) The Loan Parties will maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 

(c) The Borrowers will not request any Loan or L/C, and the Borrowers shall not use, and shall procure that their Subsidiaries and their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or L/C (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, 

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or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 

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 KPMG, 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. 

(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 Stores 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 or Event of 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. 

(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 Revolving Agent and 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. 

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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 Revolving Agent and 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 Revolving Agent and 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. 

(b) The Compliance Certificate described in Section 5.8. 

(c) An update to EXHIBIT 1.01 hereto reflecting new Store openings and which Stores have been closed during such quarter or provide a similar form, reasonably acceptable to the Administrative Agent, identifying such new Store openings and closings.. 

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 Revolving Agent and 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 Term 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 Term 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 Term Lender and (ii) the Borrowers’ Representative shall notify the Administrative Agent and each Term Lender (by telecopier 

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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 Term 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 and the absence of footnotes (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 or Event of Default has occurred and is continuing, or (ii) if a Default or Event of 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. 

(c) Calculate the Consolidated Fixed Charge Coverage Ratio (whether or not a Covenant Compliance Event has occurred and is continuing). 

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 or Event of 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 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) On the Administrative Agent’s request, 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.  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 thirty percent (30%) of the Revolving 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.  In addition, the Administrative Agent may obtain additional appraisals at its own expense; provided, however, that following the occurrence of an Event of Default, the Administrative Agent may, in its discretion, cause additional appraisals to be undertaken at the Loan Parties’ expense. 

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(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.  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 thirty percent (30%) of the Revolving 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.  In addition, the Administrative Agent may obtain additional commercial finance audits at its own expense; provided, however, that following the occurrence of an Event of Default, the Administrative Agent may, in its discretion, cause additional commercial finance audits to be undertaken at the Loan Parties’ expense. 

(d) The Administrative Agent agrees that so long as no Default or Event of Default has occurred and is continuing and (i) as long as such commercial examinations and collateral reports and appraisals are conducted or obtained by the Revolving Agent at the times, frequency and cadence set forth in Sections 5.09(b) and (c), (ii) the physical inventories are conducted by the Borrower at the times, frequency and cadence set forth in Section 6.09(a), (iii) the examiners, auditors, appraisers and inventory auditors utilized by the Revolving Agent are reasonably satisfactory to the Administrative Agent and (iv) the terms, conditions and scope of such commercial examinations, collateral reports and appraisals are reasonably acceptable to the Administrative Agent, the Administrative Agent shall not exercise its rights to conduct examinations or physical inventories, or obtain collateral reports and appraisals, provided, that the Revolving Agent furnishes a copy of each such collateral report, appraisal and physical inventory undertaken by it to the Administrative Agent (which the Borrowers shall authorize and direct the Revolving Agent to do so).  If any of the forgoing conditions specified in Section 5.09(d)(ii), (iii) or (iv) are not satisfied, the Administrative Agent may exercise its rights to conduct examinations or physical inventories or obtain collateral reports and appraisals. 

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.  Without limitation to the foregoing, the Borrower’s representative shall, concurrently with delivery of each Borrowing Base Certificate required by Section  5.4  hereof, furnish the Administrative Agent with a summary, as of the date of such Borrowing Base Certificate, of all Banking Services Obligations (as defined in the Revolving Credit Agreement in effect on the date hereof as amended in accordance with the terms hereof and of the Intercreditor Agreement)  due or to become due by any Loan Party to any Agent under the Revolving Credit Agreement, Revolving Credit Lender, or any of their respective Affiliates. 

(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. Financial Covenant.  So long as a Covenant Compliance Event is continuing, the Borrowers shall not permit the Consolidated Fixed Charge Coverage Ratio, tested monthly on a trailing twelve month basis commencing with the Fiscal month ending immediately prior to the occurrence of a Covenant Compliance Event, to be less than 1.0 to 1.0. 

5.12. Term Loan Push Down Reserve. The Borrowers shall, or shall cause the Revolving Agent to immediately implement and to maintain the Term Loan Push Down Reserve and after giving effect to the institution of the Term Loan Push Down Reserve, Excess Availability shall be greater than $0. 

ARTICLE 6 - Use of Collateral: 

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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 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 DDAs, 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. 

(d) 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 depository institutions (in form satisfactory to the Administrative Agent), which notice provides that all amounts on deposit (net of any minimum required balance not in any event to exceed $2,500) shall be directed to a Blocked Account (“DDA Notifications”). No Loan Party shall change such direction or designation except upon and with the prior written consent of the Administrative Agent. 

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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 a Blocked Account (“Credit Card Notifications”). 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 established (and are so referred to herein): 

(i) The “Term Loan Priority Account” (so referred to herein):  Established by the Administrative Agent with Wells Fargo. 

(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 Administrative 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 Term Loan Priority 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 Disposition of any of each Loan Party’s assets: 

(i) Constitute Collateral and proceeds of Collateral. 

(ii) Shall be held in trust by the Loan Parties for the Administrative Agent or for the Revolving Agent, as applicable. 

(iii) Shall not be commingled with any of any Loan Party’s other funds. 

(iv) Shall be transferred only to a Blocked Account if not proceeds of Term Loan Priority Collateral or to the Term Loan Priority Account if proceeds of Term Loan Priority Collateral. 

(b) For all Receipts, the Borrowers’ Representative shall cause by ACH or wire transfer to a Blocked Account, no less frequently than daily, the following: 

(i) The entire contents (net of any minimum required balance not in any event to exceed $2,500) of each DDA (but excluding any Exempt DDA). 

(ii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. 

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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; provided, that notwithstanding the foregoing, all proceeds of the Term Loan Priority Collateral shall be promptly paid to the Administrative Agent for application to the Liabilities. 

(c) After the occurrence and during the continuance of a Cash Dominion Event, the Borrowers’ Representative shall cause by ACH or wire transfer to an account maintained by the Revolving Agent at Bank of America, N.A., no less frequently than daily, of the entire ledger balance (net of any minimum required balance not in any event to exceed $2,500) of each Blocked Account, which funds shall be applied to the obligations as required by the Revolving Credit Agreement.  Notwithstanding the foregoing, all Net Proceeds of Term Loan Priority Collateral shall be paid into the Term Loan Priority 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, such Receipts, proceeds, and collections shall be held in trust by that Loan Party for the Revolving Agent and 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 a Blocked Account or the Term Loan Priority Account or dealt with in such other fashion as such Loan Party may be instructed by the Revolving Agent or the Administrative Agent in accordance with the Intercreditor Agreement. 

7.5. Payment of Liabilities. 

(a) On each Business Day, the Administrative Agent shall apply the then collected balance of the Term Loan Priority Account, if any, (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) in accordance with Section 2.11(b). For purposes of the calculation of interest on the unpaid principal balance of the Term Loans, such payment shall be deemed to have been made one (1) Business Day after such transfer. 

(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 Term Loan Priority 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 Term Loan Priority 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 Term Loan Priority 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 Term Loan Priority 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 Term Loan Priority 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). 

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. 

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 Term Lenders as their interests may appear herein, a continuing security interest in and to, and assigns to the Collateral Agent, for the benefit of the Term Lenders as their interests may appear herein the following, and each item thereof, whether now owned 

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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; 

(b) all Inventory; 

(c) all Documents with respect to such Borrower’s Accounts and Inventory; 

(d) all Instruments and Chattel Paper with respect to or arising from the Disposition of such Borrower’s Accounts and Inventory; 

(e) all Letters of Credit and Letter-of-Credit Rights with respect to or arising from the Disposition of each Borrower’s Accounts and Inventory; 

(f) all General Intangibles with respect to such Borrower’s Accounts and Inventory (other than to the extent consisting of trademarks, copyrights, patents or other intellectual property); 

(g) all Deposit Accounts (other than Exempt DDAs); 

(h) all Supporting Obligations with respect to or arising from the Disposition of such Borrower’s Accounts and Inventory; 

(i) all Commercial Tort Claims relating to or arising from the foregoing Collateral; 

(j) all books, records, and information relating to the foregoing Collateral, 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; 

(k) all Equipment and Fixtures; 

(l) all Securities Accounts containing any cash Proceeds of any of the foregoing; and 

(m) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Borrower from time to time with respect to any of the foregoing. 

8.2. Extent and Duration of Security Interest; Notice.The security interest created and granted herein 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. 

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 Term Lenders. 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. 

(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. 

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(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. 

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 Term Facility. The failure by any Loan Party to pay when due any principal of, interest on, or fees in respect of, the Term 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 Term 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
	
Financial Covenant

	
5.12
	
Term Loan Push Down Reserve

	
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)




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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

	
Compliance Certificates
	
5.8
	
Three Business Days
	
Three in any 12 months




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 Term 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 Term 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 Term Lender and any Loan Party or instrument or paper given the Agent or any Term 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 Term 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 Term 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 Term Lender or such Participant. 

(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. 

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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 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 August 2, 2014. 

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 Term Lenders to be immediately due and payable and may exercise all of the 

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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, freight forwarder, consolidator or other carrier 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. 

(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 Term Lender may purchase the Collateral, or any portion of it at any sale held under this Article. 

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(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 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 Term Lender, no later than 3:00 PM on the date on which any Term Loan is requested, that such Term 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 Term Loan shall include the amount of and interest rate applicable to the subject Term Loan. 

(b) Subject to that Term Lender’s Term Dollar Commitment, each Term Lender, by no later than the end of business on the day on which the subject Term Loan is to be made, shall Transfer that Term Lender’s Term Percentage Commitment of the subject Term Loan to the Administrative Agent. 

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12.2. Reserved. 

12.3. Reserved 

12.4. Ordinary Course Distributions:  Term 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 Term Lender shall settle up on amounts in collected funds received in the Term Loan Priority Account. 

(b) The Administrative Agent shall distribute to each Term Lender such Person’s respective Pro-Rata share of interest payments on the Term 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 Term Lender, that Term Lender shall be entitled to receive interest on the actual amount contributed by that Term Lender towards the principal balance of the Term Loans outstanding during the applicable period covered by the interest payment made by the Loan Parties. Any net principal reductions to the Term 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 Term Lender, until the Administrative Agent has distributed to that Term Lender its Pro-Rata share thereof. 

(c) 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 Term Lenders, Pro-Rata determined as of the date on which the expense, in respect of which such reimbursement is being made, was incurred). 

(d) 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 Term Lender to have Transferred to the Administrative Agent any amount which that Term 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 Term Lenders an Acceleration Notice at any time following the occurrence of an Event of Default. 

(b) The Majority Term 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 Term Lenders as provided in Section 13.1(a). 

(b) The Administrative Agent’s receipt of an Acceleration Notice from the Majority Term 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.At the initiation of a Liquidation the Administrative Agent and the Term Lenders shall “net out” each Term Lender’s respective contributions towards the Term Loans, so that each Term Lender holds that Term Lender’s Term Percentage Commitment of the Term Loans and advances. 

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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. 

(d) Each Term 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 constituting fees, indemnities, Costs of Collection and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent) 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 constituting indemnities, Costs of Collection, and other amounts (other than principal, interest and fees) payable to the Term Lenders (including Costs of Collection to the respective Term Lenders), Pro-Rata in proportion to the amounts described in this clause Second payable to them; 

(c) Third, to payment of that portion of the Liabilities constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees, Pro-Rata among the Term Lenders in proportion to the respective amounts described in this clause Third payable to them; 

(d) Fourth, to payment of that portion of the Liabilities constituting unpaid principal of the Term Loans, Pro-Rata among the Term Lenders in proportion to the respective amounts described in this clause Fourth held by them; 

(e) Fifth, to payment of all other Liabilities, Pro-Rata among the Term Lenders in proportion to the respective amounts described in this clause Fifth held by them; and 

(f) 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. 

ARTICLE 14 - The Agents: 

14.1. Appointment of the Agents. 

(a) Each Term Lender appoints and designates Wells Fargo as the “Administrative Agent” hereunder and under the Loan Documents. 

(b) Each Term Lender appoints and designates Wells Fargo as the “Collateral Agent” hereunder and under the Loan Documents. 

(c) Each Term 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 Term 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. 

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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 Term 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 Term Lender except for those expressly set forth in this Agreement. 

(d) Neither Agent nor any of its Affiliates shall be responsible to any Term 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 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 Term Lenders, shall have the same rights and powers hereunder as any other Term 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 Term 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. 

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(d) The proceeds of any Term Lender’s exercise of any right of, or in the nature of, set-off shall be deemed, First, to the extent that a Term Lender is entitled to any distribution hereunder, to constitute such distribution and Second, shall be shared with the other Term Lenders as if distributed pursuant to (and shall be deemed as distributions under) Section 13.6. 

(e) Each Term 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 Term 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 Term Lenders determine to effect such repayment or disgorgement, then each Term Lender to which any such distribution shall have been made shall repay, to the Agent which had made such distribution, that Term Lender’s Pro-Rata share of the amount so adjudged or determined to be repaid or disgorged. 

14.4. Dispute Resolution.  Any dispute among the Term 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, or in a court of The Commonwealth of Massachusetts sitting in Suffolk County, to the jurisdiction of which courts each Term Lender hereby submits. 

14.5. Distributions of Notices and of Documents. The Administrative Agent will forward to each Term 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 Term Loans. 

(b) Routine or nonmaterial communications. 

(c) Any notice or document required by any of the Loan Documents to be furnished directly to the Term 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 Term Lenders other than by the Administrative Agent. 

14.6. Confidential Information.   

(a) Each Term 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 Term Facility contemplated by this Agreement. 

(ii) Proprietary forms and formats utilized by the Administrative Agent in providing reports to the Term 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 Term Lender. 

(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 

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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 nonconfidential 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 Term Lenders. 

14.8. Non-Reliance on Agents and Other Term Lenders.   

(a) Each Term Lender represents to all other Term Lenders and to the Agents that such Term Lender: 

(i) Independently and without reliance on any representation or act by any Agent or by any other Term Lender, and based on such documents and information as that Term Lender has deemed appropriate, has made such Term Lender’s own appraisal of the financial condition and affairs of the Loan Parties and decision to enter into this Agreement. 

(ii) Has relied upon that Term Lender’s review of the Loan Documents by that Term Lender and by counsel to that Term Lender as that Term Lender deemed appropriate under the circumstances. 

(b) Each Term Lender agrees that such Term Lender, independently and without reliance upon any Agent or any other Term Lender, and based upon such documents and information as such Term Lender shall deem appropriate at the time, will continue to make such Term 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 Term Lenders by the Administrative Agent pursuant to Section 14.5, the Agents shall not have any affirmative duty or responsibility to provide any Term 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 Term 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 Term 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 Term Lenders and to the other Agent. Upon receipt of any such notice of resignation, the Majority Term Lenders shall have the right to 

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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 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. 

14.11. Intercreditor Agreement.  The Administrative Agent is authorized to enter into the Intercreditor Agreement, and the parties hereto acknowledge that the Intercreditor Agreement is binding upon them.  Each Term Lender (a) hereby consents to the subordination of the Encumbrances on the Collateral other than the Term Loan Priority Collateral securing the Liabilities on the terms set forth in the Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement and to subject the Encumbrances on the Collateral securing the Liabilities to the provisions thereof.  The foregoing provisions are intended as an inducement to the Term Lenders to extend credit to the Borrowers and such Term Lenders are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. 

ARTICLE 15 - Action By Agents Consents Amendments Waivers: 

15.1. Administration of Term Facility. 

(a) Except as otherwise specifically provided in this Agreement, each Agent may take any action with respect to the Term 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 Term Lenders. 

(c) The rights granted to the Term 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. 

15.2. Actions Requiring or On Direction of Majority Term Lenders.  Except as otherwise provided in this Agreement, the Consent or direction of the Majority Term Lenders is required for any amendment, waiver, or modification of any Loan Document. Without limiting the foregoing, if an Event of Default has occurred and not been duly waived, the Majority Term Lenders may: 

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

(b) Direct the Administrative Agent to increase the rate of interest to the default rate of interest as provided in Section 2.12(c) of this Agreement. 

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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 Term Dollar Commitment of any Term Lender (or reinstate any Term Dollar Commitment previously terminated pursuant to this Agreement) without the written Consent of such Term Lender; 

(b) as to any Term 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 Term Lender, without the written Consent of such Term Lender; 

(c) as to any Term Lender, reduce the principal of, or the rate of interest specified herein on, any Term Loan, or (subject to clause (iii) 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 Term Lender; provided, however, that only the Consent of the Majority Term Lenders shall be necessary (i) to amend Section 2.12(c) or to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 2.12(c); 

(d) as to any Term 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 Term Lender; 

(e) change any provision of this Section 15.3 or the definition of “Majority Term Lenders” or any other provision hereof specifying the number or percentage of Term 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) increase the Term 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 Term 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; and 

(j) 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; 

provided that (i) no amendment, waiver or Consent shall, unless in writing and signed by the Administrative Agent in addition to the Term Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or Consent shall, unless in writing and signed by the Collateral Agent in addition to the Term Lenders required above, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document, and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 

15.4. Miscellaneous Actions.   

(a) Notwithstanding any other provision of this Agreement, no single Term 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 Term Lender unless that Agent shall first: 

(i) receive such clear, unambiguous, written instructions as that Agent deems appropriate; and 

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(ii) be indemnified to that Agent’s satisfaction by the Term 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 Term 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 Term 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. 

(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 Term Lender. 

(a) In the event that a Term Lender (in this Section 15.6, a “NonConsenting Term 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 Term 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 Term Lender’s Term Dollar Commitment hereunder to one or more Eligible Assignees on five (5) days’ written notice to the Administrative Agent and to the NonConsenting Term Lender. 

(b) At the end of such five (5) days, and provided that the NonConsenting Term Lender delivers the Term Note (or a lost note affidavit containing customary indemnification provisions) held by the NonConsenting Term Lender to the Administrative Agent, the Borrowers shall transfer the following to the NonConsenting Term Lender: 

(i) Such NonConsenting Term Lender’s Pro-Rata share of the principal and interest of the Term Loans to the date of such assignment. 

(ii) All fees distributable hereunder to the NonConsenting Term Lender to the date of such assignment. 

(iii) Any out-of-pocket costs and expenses for which the NonConsenting Term Lender is entitled to reimbursement from the Loan Parties. 

(c) In the event that the NonConsenting Term Lender fails to deliver to the Administrative Agent the Term Note (or a lost note affidavit containing customary indemnification provisions) held by the NonConsenting Term Lender as provided in Section 15.6(b), then: 

(i) The amount otherwise to be transferred to the NonConsenting Term Lender shall be transferred to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to the NonConsenting Term Lender upon delivery of the Term Note (or a lost note affidavit containing customary indemnification provisions) held by that NonConsenting Term Lender. 

(ii) The Term Note held by the NonConsenting Term Lender shall have no force or effect whatsoever. 

(iii) The NonConsenting Term Lender shall cease to be a “Term Lender”. 

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

ARTICLE 16 - Assignments By Term Lenders: 

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16.1. Assignments and Assumptions. 

Except as provided herein, each Term Lender (in this Section 16.1, an “Assigning Term Lender”) may assign to one or more Eligible Assignees (in this Section 16.1, each an “Assignee Term Lender”) all or a portion of that Term Lender’s interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Term Dollar Commitment) and the same portion of the Term Loans at the time owing to it, and of the Term Note held by the Assigning Term Lender, provided that: 

(a) Unless such assignment is to a Person that is a Term Lender, an Affiliate of a Term Lender or an Approved Fund, the Administrative Agent shall have given its prior written consent to such assignment. 

(b) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Term Lender’s rights and obligations under this Agreement. 

(c) Reserved. 

(d) If no Event of Default has occurred, any such assignment to a Person not then a Term Lender, an Affiliate of a Term 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. 

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 Term Lender shall deliver to the Administrative Agent, with such Assignment and Acceptance, the Term Note held by the subject Assigning Term Lender and the Administrative Agent’s processing fee of $3,000.00; provided, however, no such processing fee shall be due where the Assigning Term Lender is one of the Term 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 Term Lenders and of the Term Dollar Commitment and Term Percentage Commitment of each Term Lender. The Register shall be available for inspection by the Term 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 Term Lenders. The Administrative Agent and the Term Lenders may treat each Person whose name is recorded in the Register as a “Term Lender” hereunder for all purposes of this Agreement. 

(d) The Assigning Term Lender and Assignee Term 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 Term 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 Term Lender had executed each. 

(B) Shall have the rights of a Term Lender hereunder to the extent of the Term Dollar Commitment and the Term Percentage Commitment assigned by such Assignment and Acceptance. 

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

(iii) The Administrative Agent shall undertake to obtain and distribute replacement Term Notes to the subject Assigning Term Lender and Assignee Term 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 Term 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: 

Wells Fargo Bank, National Association
One Boston Place, 18th Floor
Boston, Massachusetts 02108
Attention: Sally A. Sheehan
E-Mail: sally.a.sheehan@wellsfargo.com 

With a copy to: 

Choate, Hall & Stewart LLP

Two International Place

Boston, Massachusetts 02110

Attention: Kevin J. Simard, Esquire
Fax:  617-502-4086

E-Mail: ksimard@choate.com 

If to the Borrowers’ Representative
and all Loan Parties: 

Destination XL Group, Inc.

555 Turnpike Street

Canton, Massachusetts 02021

Attention: Peter Stratton

Chief Financial Officer

Fax:  781-828-3221

E-Mail: PStratton@DXLG.com 

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 

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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. 

(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: 

Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, CA
ABA No. 121-000-248
Acct Name: Wells Fargo Bank, N.A.
Acct No. : 37235547964502293
Reference: Destination XL Group, Inc. (B Loan) (DXG24) 

ARTICLE 18 - Term: 

18.1. Termination of Term Facility. The Term 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 unpaid principal balance of the Term Loans and all interest, fees, service charges, costs, expenses and other amounts owed to the Administrative Agent and each Term Lender on account of the Term Loans. 

(ii) Any then remaining unpaid fees pursuant to the terms of the Fee Letter. 

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(iii) Any payments due on account of the indemnification obligations included in Section 2.11(e). 

(iv) All unreimbursed costs and expenses of each Agent and of Lenders’ Special Counsel for which each Loan Party is responsible. 

(b) Until such payment (Section 18.2(a)), all provisions of this Agreement, other than those included in Article 2 which place any obligation on the Administrative Agent or any Term 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. 

(c) 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 Term 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 Term 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. 

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 Term 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 Term 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. 

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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. 

19.8. Increased Costs.  (a) Increased Costs Generally.  If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Term Lender (except any reserve requirement reflected in the LIBOR Rate) or the Issuer; or 

(ii) subject any Secured Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; 

and the result of any of the foregoing shall be to increase the cost to such Term Lender of making, continuing or maintaining any Term Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Term Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Term Lender (such request 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 will pay to such Term Lender such additional amount or amounts as will compensate such Term Lender for such additional costs incurred or reduction suffered. 

(b) Capital Requirements.  If any Term Lender determines that any Change in Law affecting such Term Lender or any Lending Office of such Term Lender or such Term Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Term Lender’s capital or on the capital of such Term Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Term Lender or the Term Loans made by, such Term Lender, to a level below that which such Term Lender or such Term Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Term Lender’s policies and the policies of such Term Lender’s holding company with respect to capital adequacy), then, upon written request of such Term Lender or the Administrative Agent (such request to set out in reasonable detail the facts giving rise to and a summary calculation of such reduction), from time to time the Loan Parties will pay to such Term Lender  such additional amount or amounts as will compensate such Term Lender or such Term Lender’s holding company for any such reduction suffered. 

19.9. Costs and Expenses of Agents and Term 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. 

(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 Term Lenders to Lenders’ Special Counsel. 

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(c) Each Loan Party authorizes the Administrative Agent to pay all such fees and expenses. 

(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 Term Lenders against (i) loss on account of credits previously applied to the Liabilities that may subsequently be reversed or revoked, and (ii) 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 Term Lender may be reproduced by any Term 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. 

19.12. Indemnification. The Borrowers’ Representative and each Loan Party shall indemnify, defend, and hold each Agent and each Term 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) All computations of 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. 

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(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. 

(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. 

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. 

(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 Term 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. 

- 69 -




19.15. Participations.  Each Term Lender may sell participations to one or more financial institutions (each, a “Participant”) in that Term 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 Term Lenders. No such sale of a participation shall relieve a Term Lender from that Term Lender’s obligations hereunder nor obligate any Agent to any Person other than a Term 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 Term 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 Term 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 Term Lender. 

19.17. Pledges To Federal Reserve Banks.  Nothing included in this Agreement shall prevent or limit any Term Lender, to the extent that such Term 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 Term Lender’s interest and rights under this Agreement; provided, however, neither such pledge nor the enforcement thereof shall release the pledging Term 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 Term 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 Term 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 TERM LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST ANY AGENT OR ANY TERM LENDER OR IN WHICH ANY AGENT OR ANY TERM 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 TERM 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 Term Lender, could be reduced or claimed to be paid otherwise than in accordance with the tenor of and written terms of such Liability. 

- 70 -




(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 Term 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 Term 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 Term 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 Term 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 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 Term 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. Intercreditor Agreement.   Each of the Borrowers, the Administrative Agent and the Term Lenders acknowledge that the exercise of certain of the Administrative Agent's rights and remedies hereunder and under the other Loan Documents may be subject to, and restricted by, the provisions of the Intercreditor Agreement.  Except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents, which, as among the Loan Parties, the Administrative Agent and the Term Lenders, shall remain in full force and effect. 

19.22. Patriot Act Notice. Each Term Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Term 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 Term Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Patriot Act. 

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 

- 71 -




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. 

[SIGNATURE PAGES FOLLOW] 

 

 





- 72 -




 


	
THE BORROWERS’ REPRESENTATIVE:

	
 

	
DESTINATION XL GROUP, INC.

	
 
	
 

	
By
	
/s/ David A. Levin

	
Name: 
	
David A. Levin

	
Title:
	
President and Chief Executive Officer

	
 

	
OTHER BORROWERS:

	
 

	
CMRG APPAREL, LLC

	
 
	
 

	
By
	
/s/ Peter H. Stratton, Jr.

	
Name:
	
Peter H. Stratton, Jr. 

	
Title:
	
Senior Vice President, Chief Financial Officer and Treasurer




 

[Signature Page to Term Loan and Security Agreement]




 

 


	
ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION

	
 
	
 

	
By
	
/s/ Sally A. Sheehan

	
Name:
	
Sally A. Sheehan

	
Title:
	
Director

	
 

	
THE TERM LENDERS:

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION

	
 
	
 

	
By
	
/s/ Sally A. Sheehan

	
Name:
	
Sally A. Sheehan

	
Title:
	
Director




 

 

 

[Signature Page to Term Loan and Security Agreement]




 

EXHIBIT 1.0(a)

Destination XL Group, Inc. Companies

 



 

 

 




 

EXHIBIT 1.0(a) 

Casual Male Companies

 


	
NAME
	
FEDERAL ID

	
Destination XL 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(b)

GUARANTORS

 


	
 
	
 
	
Owner and

	
Guarantor
	
 
	
Principal Office Address

	
Casual Male RBT, LLC
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
Casual Male CANADA Inc.
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
Capture, LLC
	
 
	
Casual Male Store, LLC

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
Casual Male Store, LLC
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
Casual Male Retail Store, LLC
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
Casual Male Direct, LLC
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
Casual Male RBT (U.K.) LLC
	
 
	
Casual Male RBT, LLC

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
Think Big Products LLC
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
Canton PL Liquidating Corp.
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
CMRG Holdco, LLC
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
CMRG Apparel Management, Inc.
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
CMXL Apparel, LP
	
 
	
CMRG Holdco, LLC

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021

	
 
	
 
	
 

	
Casual Male (EUROPE), LLC
	
 
	
Destination XL Group, Inc.

	
555 Turnpike Street
	
 
	
555 Turnpike Street

	
Canton, MA 02021
	
 
	
Canton, MA 02021




 

 

 




 




							
	
Exhibit 1.01 DXL Stores and BALC Equipment

 

	
TYPE OF STORE
	
ADDRESS
	
CITY
	
ST
	
ZIP
	
BAML

PRIORITY
	
NOTE NO.

	
Destination XL
	
1470 Pleasant Valley Rd
	
Manchester
	
CT
	
06040
	
X
	
6

	
Destination XL
	
1505 Post Road East
	
Westport
	
CT
	
06880
	
 
	
 

	
Destination XL
	
Regency Square 2406 West Brandon Blvd
	
Brandon
	
FL
	
33511
	
X
	
5

	
Destination XL
	
9492 South Dixie Hwy
	
Miami
	
FL
	
33156
	
X
	
11, 12

	
Destination XL
	
13001 W. Sunrise Bvld (Different Address)
	
Sunrise
	
FL
	
33323
	
X
	
6

	
Destination XL
	
Millenia Crossing 4012 Eastgate Drive, Suite F100
	
Orlando
	
FL
	
32839
	
 
	
 

	
Destination XL
	
3157 Peachtree Road, Ne
	
Atlanta
	
GA
	
30305
	
 
	
 

	
Destination XL
	
Meridian Crossroads, 3427 E. Fairview Ave.
	
Meridian (Boise)
	
ID
	
83642
	
X
	
9

	
Destination XL
	
723 US 1, Suite 723 C
	
Indianapolis (Greenwood)
	
IN
	
46142
	
X
	
9

	
Destination XL
	
8480 Castleton Corner Drive
	
Indianapolis
	
IN
	
46250
	
 
	
 

	
Destination XL
	
131 N Burkhardt Road Suite 127
	
Evansville
	
IN
	
47715
	
 
	
 

	
Destination XL
	
5063 Shelbyville Rd.
	
Louisville
	
KY
	
40207
	
X
	
11, 12

	
Destination XL
	
Dedham Marketplace 735 Providence Hwy
	
Dedham
	
MA
	
02026
	
X
	
10, 11

	
Destination XL
	
242 Andover Street (Different Address)
	
Peabody
	
MA
	
01960
	
X
	
10, 11

	
Destination XL
	
Sherwood Plaza 1298 Worcester Street (Different Address)
	
Natick
	
MA
	
01760
	
X
	
4

	
Destination XL
	
438 Southbridge Street
	
Auburn (Shrewsbury)
	
MA
	
01501
	
 
	
 

	
Destination XL
	
Dobbin Center 6435 Dobbin Road, Unit 26 (Different Address)
	
Columbia
	
MD
	
21045
	
X
	
11

	
Destination XL
	
Chesapeake Square 6718-E Ritchie Highway
	
Glen Burnie
	
MD
	
21061
	
X
	
5

	
Destination XL
	
York Ridge Ctr 815 Goucher Blvd.
	
Towson
	
MD
	
21286
	
X
	
5

	
Destination XL
	
26300 Southfield Rd. (Different Address)
	
Lathrup Village
	
MI
	
48076
	
 
	
 

	
Destination XL
	
Fairlane Green 3480 Fairlane Drive
	
Allen Park
	
MI
	
48101
	
 
	
 

	
Destination XL
	
43263 Crescent Boulevard
	
Novi
	
MI
	
48375
	
X
	
6

	
Destination XL
	
4385 Miller Road
	
Flint
	
MI
	
48507
	
X
	
11, 12

	
Destination XL
	
3931 28Th St. Se
	
Grand Rapids
	
MI
	
49512
	
X
	
5

	
Destination XL
	
Big Beaver Ctr .,2028 W. Big Beaver Rd.
	
Troy (W. Big Beaver)
	
MI
	
48084
	
X
	
9

	
Destination XL
	
Mid Rivers Plaza 247 Mid River Mall Drive Space 16
	
Saint Peters
	
MO
	
63376
	
 
	
 

	
Destination XL
	
10610 D Centrum Pkwy
	
Pineville (Centrum)
	
NC
	
28134
	
X
	
11, 12

	
Destination XL
	
4601 Creedmor Road, Suite 105
	
Raleigh
	
NC
	
27612
	
X
	
6

	
Destination XL
	
3258 Silas Creek Parkway
	
Winston-Salem
	
NC
	
27103
	
X
	
6

	
Destination XL
	
450 North State Rt. 17
	
Paramus
	
NJ
	
07652
	
 
	
 

	
Destination XL
	
2456 US Hwy 22
	
Union
	
NJ
	
07083
	
X
	
8




 




 


	
Destination XL
	
1730 Clements Bridge Rd.
	
Deptford
	
NJ
	
08096
	
X
	
5

	
Destination XL
	
220 Haddonfield Rd.
	
Cherry Hill
	
NJ
	
08002
	
X
	
6

	
Destination XL
	
1381 West Sunset Road (Different Address)
	
Henderson
	
NV
	
89014
	
X
	
11

	
Destination XL
	
4211 Paradise Road (Different Address)
	
Las Vegas
	
NV
	
89169
	
 
	
 

	
Destination XL
	
5595 South Virginia St., Suite A
	
Reno
	
NV
	
89502
	
X
	
11, 12

	
Destination XL
	
951 West Jefferson Rd.
	
Rochester (Henrietta)
	
NY
	
14623
	
 
	
 

	
Destination XL
	
137 Alexander Ave. Space 5&6 ( Different Address)
	
Lake Grove (Centereach)
	
NY
	
11755
	
X
	
11, 12

	
Destination XL
	
2472 Flatbush Ave.
	
Brooklyn
	
NY
	
11234
	
X
	
5

	
Destination XL
	
152 Glen Cove Rd.
	
Carle Place
	
NY
	
11514
	
 
	
 

	
Destination XL
	
2194 Richmond Avenue
	
Staten Island
	
NY
	
10314
	
 
	
 

	
Destination XL
	
9 Mall Plaza, 1830 South Rd., Ste. 114
	
Wappingers Falls
	
NY
	
12590
	
 
	
 

	
Destination XL
	
5401 N. May Avenue, Suite 700 (Different Address)
	
Oklahoma City
	
OK
	
73112
	
X
	
4

	
Destination XL
	
625 Commerce Boulevard (Different Address)
	
Fairless Hills
	
PA
	
19030
	
 
	
 

	
Destination XL
	
North Hills Village 4801 Mcnight Rd 91-B (Different Address)
	
Pittsburgh (North Hills)
	
PA
	
15237
	
 
	
 

	
Destination XL
	
5205 Campbells Run Road
	
Pittsburgh
	
PA
	
15205
	
X
	
5, 8

	
Destination XL
	
2329 Cottman Ave., Space 51 (Different Address)
	
Philadelphia
	
PA
	
19149
	
X
	
5

	
Destination XL
	
150 Allendale Road Bldg #1, 2nd Floor
	
King Of Prussia
	
PA
	
19406
	
X
	
5

	
Destination XL
	
3501 Paxton Street G12 (Different Address)
	
Harrisburg
	
PA
	
17109
	
X
	
11, 12

	
Destination XL
	
The Waterfront, 280 E Waterfront Dr.
	
Homestead
	
PA
	
15120
	
 
	
 

	
Destination XL
	
800 Bald Hill Rd.
	
Warwick
	
RI
	
02886
	
 
	
 

	
Destination XL
	
1005 Bower Street Parkway
	
Columbia
	
SC
	
29212
	
X
	
12

	
Destination XL
	
Northwoods Market Place 7620 Rivers Ave., Unit 120
	
N. Charleston
	
SC
	
29406
	
X
	
11, 12

	
Destination XL
	
Magnolia Park 1025 Woodruff Road
	
Greenville
	
SC
	
29607
	
 
	
 

	
Destination XL
	
847 South White Station Road
	
Memphis
	
TN
	
38117
	
 
	
 

	
Destination XL
	
2021 Gallatin Pike N., Ste. 276
	
Madison (Nashville)
	
TN
	
37115
	
X
	
9

	
Destination XL
	
2107 Gunbarrel Road, Suite 105 (Different Address)
	
Chattanooga
	
TN
	
37421
	
 
	
 

	
Destination XL
	
7922 Kingston Pike
	
Knoxville
	
TN
	
37919
	
X
	
8

	
Destination XL
	
5393 Westheimer Road (Different Address)
	
Houston
	
TX
	
77056
	
 
	
 

	
Destination XL
	
Willowbrook Plaza 17395 Tomball Parkway, Space 3M
	
Houston (Willowbrook)
	
TX
	
77064
	
X
	
11, 14

	
Destination XL
	
Cedar Hill 305 W. Fm 1382 (Different Address)
	
Cedar Hill
	
TX
	
75104
	
X
	
6

	
Destination XL
	
Park North Center, 510 NW Loop 410, Suite 106
	
San Antonio
	
TX
	
78216
	
X
	
6

	
Destination XL
	
The Shops at La Palmera, 4938 S Staples Street Suite D-13
	
Corpus Christi
	
TX
	
78411
	
 
	
 

	
Destination XL
	
8889 Gateway Blvd. W Bldg. 190 Ste. 550
	
El Paso
	
TX
	
79925
	
X
	
9

	
Destination XL
	
10515 N. Mo-Pac Expressway Building H
	
Austin
	
TX
	
78759
	
X
	
5

	
Destination XL
	
2403 S. Stemmons Freeway, Suite 100-Abc
	
Lewisville
	
TX
	
75067
	
 
	
 




 




 


	
Destination XL
	
Baybrook Passage, 19419 Gulf Freeway
	
Webster
	
TX
	
77598
	
X
	
6

	
Destination XL
	
Shops At Stonebriar, 2943 Preston Road Suite 1450
	
Frisco
	
TX
	
75034
	
 
	
 

	
Destination XL
	
Humblewood Shopping Center, 10010 Fm 1960 Bypass Road West
	
Humble
	
TX
	
77338
	
X
	
11, 14

	
Destination XL
	
12233 Jefferson Avenue Space 5 & 6 (Different Address)
	
Newport News
	
VA
	
23602
	
X
	
11, 12

	
Destination XL
	
Town Center Station 116 S. Independence Blvd (Different Address)
	
Virginia Beach
	
VA
	
23462
	
X
	
5

	
Destination XL
	
11736 W. Broad St., Suite 110 (Different Address)
	
Richmond
	
VA
	
23233
	
X
	
5

	
Destination XL
	
Tysons Corner Ctr 8027 Leesburg Pike
	
Vienna/Tysons Corner
	
VA
	
22182
	
X
	
8

	
Destination XL
	
Staples Plaza, 861 Williston Rd.
	
S Burlington
	
VT
	
05403
	
X
	
11, 13

	
Destination XL
	
5015 Tacoma Mall Boulevard
	
Tacoma
	
WA
	
98409
	
X
	
11, 12

	
Destination XL
	
Bluemound Center, 17445 W. Bluemound Road
	
Brookfield
	
WI
	
53045
	
 
	
 

	
Destination XL
	
1111 Mutual Way (Different Address)
	
Grand Chute (Appleton)
	
WI
	
54913
	
X
	
5

	
Destination XL
	
Diamond Retail Ctr 523 S. Gammon Rd (Different Address)
	
Madison
	
WI
	
53719
	
X
	
9

	
Destination XL
	
6170 South State Street
	
Murray
	
UT
	
84107
	
 
	
 

	
Destination XL
	
585 South 24 West
	
Billings
	
MT
	
59102
	
X
	
11

	
Destination XL
	
1705 E Camelback Road
	
Phoenix
	
AZ
	
85016
	
 
	
 

	
Destination XL
	
4055 N. Oracle Rd.
	
Tucson
	
AZ
	
85705
	
X
	
6

	
Destination XL
	
2830 W. Chandler Blvd.
	
Chandler
	
AZ
	
85224
	
X
	
11, 12

	
Destination XL
	
Arrowhead Town Center, 7530 West Bell Rd Ste 103A-B
	
Glendale
	
AZ
	
85308
	
X
	
6

	
Destination XL
	
1004 West Valley Parkway Unit 23
	
Escondido
	
CA
	
92025
	
X
	
11

	
Destination XL
	
6041 Topanga Canyon Blvd.
	
Woodland Hills
	
CA
	
91367
	
X
	
5

	
Destination XL
	
1202 El Camino Real (Different Address)
	
San Bruno
	
CA
	
94066
	
 
	
 

	
Destination XL
	
319 S. Winchester Blvd. (Different Address)
	
San Jose
	
CA
	
95128
	
 
	
 

	
Destination XL
	
651 Contra Costa Blvd.
	
Pleasant Hill
	
CA
	
94523
	
 
	
 

	
Destination XL
	
4935-B North Blackstone Avenue
	
Fresno
	
CA
	
93710
	
X
	
6

	
Destination XL
	
13766 Jamboree Road (Different Address)
	
Irvine (Tustin)
	
CA
	
92602
	
X
	
11, 12

	
Destination XL
	
Westfield Mall 72-840 Highway 111 #2470
	
Palm Desert
	
CA
	
92260
	
X
	
14

	
Destination XL
	
Lakewood Ctr., 4437 Candlewood Street
	
Lakewood
	
CA
	
90712
	
 
	
 

	
Destination XL
	
12455 Victoria Gardens Ln Ste#170
	
Rancho Cucamonga
	
CA
	
91739
	
X
	
5

	
Destination XL
	
429 South Associated Road
	
Brea
	
CA
	
92821
	
 
	
 

	
Destination XL
	
Mission Valley Mall 1640 Camino Del Rio North Suite 180
	
San Diego
	
CA
	
92108
	
 
	
 

	
Destination XL
	
210 Saint Paul Street (Different Address)
	
Denver
	
CO
	
80206
	
 
	
 

	
Destination XL
	
14182 East Cedar Avenue
	
Aurora
	
CO
	
80012
	
 
	
 

	
Destination XL
	
113 E. Chicago Avenue
	
Chicago
	
IL
	
60611
	
X
	
9

	
Destination XL
	
Rivertree Court 701 N. Milwaukee Ave (Different Address)
	
Vernon Hills
	
IL
	
60061
	
X
	
6

	
Destination XL
	
17 W. 180 22nd St.
	
Oakbrook Terrace
	
IL
	
60181
	
 
	
 




 




 


	
Destination XL
	
St Clair Square, 315 St. Clair Square 315
	
Fairview Heights
	
IL
	
62208
	
X
	
11, 12

	
Destination XL
	
Schaumburg Promenade, 1985 East Golf Road
	
Schaumburg
	
IL
	
60173
	
 
	
 

	
Destination XL
	
9702 Quivira Road (Different Address)
	
Lenexa (Overland Park)
	
KS
	
66215
	
X
	
11, 12

	
Destination XL
	
8303 E. Kellogg Drive
	
Wichita
	
KS
	
67207
	
X
	
11, 12

	
Destination XL
	
Outlet Mall Of Kittery 8 Dexter Lane
	
Kittery
	
ME
	
03904
	
 
	
 

	
Destination XL
	
Rosedale Commons Shopping Center 2480 Fairview Ave. N, Space 145
	
Roseville
	
MN
	
55113
	
X
	
5

	
Destination XL
	
101 S. 48th Suite 4
	
Lincoln
	
NE
	
68510
	
X
	
6

	
Destination XL
	
611 N. 98Th Street (Different Address)
	
Omaha
	
NE
	
68114
	
X
	
6

	
Destination XL
	
189 South Broadway Rte. 28
	
Salem
	
NH
	
03079
	
 
	
 

	
Destination XL
	
6601 Menaul Street
	
Albuquerque
	
NM
	
87110
	
X
	
11, 12

	
Destination XL
	
4626 Great Northern Boulevard (Different Address)
	
N Olmsted
	
OH
	
44070
	
 
	
 

	
Destination XL
	
Belden Whipple Ctr. 5106 Whipple Highway
	
Canton
	
OH
	
44718
	
X
	
14

	
Destination XL
	
11711 Princeton Pike, Suite 961 (Different Address)
	
Cincinnati
	
OH
	
45246
	
X
	
4

	
Destination XL
	
7924 Springboro Pike
	
Miamisburg
	
OH
	
45342
	
X
	
6

	
Destination XL
	
4014 B Medina Rd.
	
Copley (Fairlawn)
	
OH
	
44333
	
X
	
11, 12

	
Destination XL
	
Gemini Place Towne Ctr, 1424 Gemini Place
	
Columbus
	
OH
	
43240
	
 
	
 

	
Destination XL
	
Village Square Shopping Ctr. 27079 Chagrin Blvd
	
Woodmere (Mentor)
	
OH
	
44122
	
 
	
 

	
Destination XL
	
Jantzen Beach Center 12125 N Parker Ave
	
Portland (Jantzen Beach)
	
OR
	
97217
	
X
	
11, 14

	
Destination XL
	
4243 Ambassador Caffery Pkwy, Suite 108
	
Lafayette
	
LA
	
70508
	
 
	
 

	
Destination XL
	
13804 East Indiana Avenue, Unit B
	
Spokane Valley
	
WA
	
99216
	
 
	
 

	
Destination XL
	
962 South Randall Road, Unit B
	
St. Charles
	
IL
	
60174
	
 
	
 

	
Destination XL
	
7020 South Memoria Drive
	
Tulsa
	
OK
	
74133
	
 
	
 

	
Destination XL
	
10250 SW Washington Square Rd, Sp #C01
	
Portland
	
OR
	
97223
	
 
	
 

	
Destination XL
	
1723 Montgomery Highway, Ste 111
	
Birmingham (Hoover)
	
AL
	
35244
	
X
	
8




 

Total # Destination XL Stores:   125

Total # Unencumbered: 49

 

 

362 Total Stores

 

 

 

 




 




	
TYPE OF STORE
	
ADDRESS
	
CITY
	
ST  
	
ZIP
	
BAML 

PRIORITY
	
NOTE NO.

	
Casual Male
	
4710-B University Drive
	
Huntsville
	
AL
	
35816
	
 
	
 

	
Casual Male
	
1216 S University Ave
	
Little Rock
	
AR
	
72204
	
 
	
 

	
Casual Male
	
109 Federal Road (Different Address)
	
Danbury
	
CT
	
06811
	
 
	
 

	
Casual Male
	
5728 International Dr.
	
Orlando
	
FL
	
32819
	
 
	
 

	
Casual Male
	
1749 Ne 163 Rd Street
	
N Miami Beach
	
FL
	
33162
	
 
	
 

	
Casual Male
	
1990 N. Military Trail
	
W Palm Beach
	
FL
	
33409
	
 
	
 

	
Casual Male
	
3558 Sw. College Rd
	
Ocala
	
FL
	
34474
	
 
	
 

	
Casual Male
	
3196 N. State Rd 7 Reef Plz
	
Lauderdale Lakes
	
FL
	
33319
	
 
	
 

	
Casual Male
	
2110 W. International Speedway Blvd.
	
Daytona Beach
	
FL
	
32114
	
 
	
 

	
Casual Male
	
2700 State Rd. 16 Suite 815
	
St. Augustine
	
FL
	
32092
	
 
	
 

	
Casual Male
	
10359 Ulmerton Rd.
	
Largo
	
FL
	
33771
	
 
	
 

	
Casual Male
	
8015 Citrus Park Drive
	
Tampa
	
FL
	
33625
	
 
	
 

	
Casual Male
	
Towers of Waterford Lakes, 464 N Alafaya Trl., Suite 108
	
Orlando
	
FL
	
32828
	
 
	
 

	
Casual Male
	
7681 N Point Pkwy, Suite 500
	
Alpharetta
	
GA
	
30022
	
 
	
 

	
Casual Male
	
1950 Pleasant Hill Rd, Suite B
	
Duluth
	
GA
	
30096
	
 
	
 

	
Casual Male
	
3435 Wrightsboro Rd, Suite 1206
	
Augusta
	
GA
	
30909
	
 
	
 

	
Casual Male
	
6715  Jonesboro Rd., Suite H
	
Morrow
	
GA
	
30260
	
 
	
 

	
Casual Male
	
440 Barrett Pkwy, Suite 17
	
Kennesaw
	
GA
	
30144
	
 
	
 

	
Casual Male
	
8801 University Ave. (Different Address)
	
Clive
	
IA
	
50325
	
 
	
 

	
Casual Male
	
902 West Kimberly Road
	
Davenport
	
IA
	
52806
	
 
	
 

	
Casual Male
	
1392 Twixt Town Road
	
Marion
	
IA
	
52302
	
 
	
 

	
Casual Male
	
2217A E. 80Th Ave.
	
Merrillville
	
IN
	
46410
	
 
	
 

	
Casual Male
	
Indian Ridge Sc 5776 Grape Rd.
	
Mishawaka
	
IN
	
46545
	
 
	
 

	
Casual Male
	
1530 N Green River Rd. Bldg A
	
Evansville
	
IN
	
47715
	
 
	
 

	
Casual Male
	
501 Coliseum Blvd. E.
	
Ft Wayne
	
IN
	
46805
	
 
	
 

	
Casual Male
	
1740 Lighthouse Place
	
Michigan City
	
IN
	
46360
	
 
	
 

	
Casual Male
	
2522 Scottsville Rd
	
Bowling Green
	
KY
	
42104
	
 
	
 

	
Casual Male
	
7634 Mall Rd.
	
Florence
	
KY
	
41042
	
 
	
 

	
Casual Male
	
3501 Ambassador Caffrey
	
Lafayette
	
LA
	
70503
	
 
	
 

	
Casual Male
	
9490 Airline Hwy
	
Baton Rouge
	
LA
	
70815
	
 
	
 

	
Casual Male
	
Louisiana Boardwalk 640 Boardwalk Blvd.
	
Bossier City
	
LA
	
71111
	
 
	
 

	
Casual Male
	
21 Faunce Corner Rd.
	
N Dartmouth
	
MA
	
02747
	
 
	
 

	
Casual Male
	
440 Middlesex Rd Space D-8
	
Tyngsboro
	
MA
	
01879
	
 
	
 




 




 


	
Casual Male
	
1410 Washington St. Hanover Sc
	
Hanover
	
MA
	
02339
	
 
	
 

	
Casual Male
	
223-227 Memorial Ave.
	
W Springfield
	
MA
	
01089
	
 
	
 

	
Casual Male
	
91 Middlesex Turnpike
	
Burlington
	
MA
	
01803
	
 
	
 

	
Casual Male
	
80A Boston Turnpike
	
Shrewsbury
	
MA
	
01545
	
 
	
 

	
Casual Male
	
7565 Greenbelt Rd., Space 205
	
Greenbelt
	
MD
	
20770
	
 
	
 

	
Casual Male
	
5736 Silver Hill Rd.
	
District Heights
	
MD
	
20747
	
 
	
 

	
Casual Male
	
3376 Crain Highway
	
Waldorf
	
MD
	
20603
	
 
	
 

	
Casual Male
	
2091 West St Suite B
	
Annapolis
	
MD
	
21401
	
 
	
 

	
Casual Male
	
1170 W Patrick St Suites G & H
	
Frederick
	
MD
	
21702
	
 
	
 

	
Casual Male
	
495 Premium Outlets Blvd.
	
Hagerstown
	
MD
	
21740
	
 
	
 

	
Casual Male
	
13967 Lakeside Circle
	
Sterling Heights
	
MI
	
48313
	
 
	
 

	
Casual Male
	
3576 Washtenaw Ave.
	
Ann Arbor
	
MI
	
48104
	
 
	
 

	
Casual Male
	
23007 Eureka Rd. (Different Address)
	
Taylor
	
MI
	
48180
	
 
	
 

	
Casual Male
	
5743 South  Westnedge Ave
	
Portage
	
MI
	
49002
	
 
	
 

	
Casual Male
	
30160 Gratiot Ave.
	
Roseville
	
MI
	
48066
	
 
	
 

	
Casual Male
	
12150 South Beyer Rd. Space F050
	
Birch Run
	
MI
	
48415
	
 
	
 

	
Casual Male
	
1475 N Burkhart Rd, Suite D180
	
Howell
	
MI
	
48855
	
 
	
 

	
Casual Male
	
4083 Veterans Memorial Parkway
	
St Peters
	
MO
	
63376
	
 
	
 

	
Casual Male
	
1418 E Battlefield Rd.
	
Springfield
	
MO
	
65804
	
 
	
 

	
Casual Male
	
Tanger Outlet Cntr. 300 Tanger Blvd. Ste 103
	
Branson
	
MO
	
65616
	
 
	
 

	
Casual Male
	
Factory Outlet Village 4540 Highway 54, Suite N4
	
Osage Beach
	
MO
	
65065
	
 
	
 

	
Casual Male
	
19110 A E. 39Th Street (Different Address)
	
Independence
	
MO
	
64055
	
 
	
 

	
Casual Male
	
2101 West Broadway Suite Ee
	
Columbia
	
MO
	
65203
	
 
	
 

	
Casual Male
	
8401 North Mercier Avenue
	
Kansas City
	
MO
	
64155
	
 
	
 

	
Casual Male
	
Tanger Outlets 4000 Arrowhead Boulevard, Suite 874
	
Mebane
	
NC
	
27302
	
 
	
 

	
Casual Male
	
3806-A High Point Rd.
	
Greensboro
	
NC
	
27407
	
 
	
 

	
Casual Male
	
2400 Outlet Center Drive, Space 450
	
Smithfield
	
NC
	
27577
	
 
	
 

	
Casual Male
	
540 US Highway 46
	
Totowa
	
NJ
	
07512
	
 
	
 

	
Casual Male
	
236 Lafayette Road
	
Menlo Park
	
NJ
	
08837
	
 
	
 

	
Casual Male
	
1232 Hooper Ave.
	
Tom'S River
	
NJ
	
08753
	
 
	
 

	
Casual Male
	
3256 Brunswick Pike
	
Lawrenceville
	
NJ
	
08648
	
 
	
 

	
Casual Male
	
200 Mill Creek Dr., Unit A
	
Secaucus
	
NJ
	
07094
	
 
	
 

	
Casual Male
	
288 Rte. 10 W (Described As "Ledgwood")
	
Succasunna
	
NJ
	
07876
	
 
	
 

	
Casual Male
	
326 Rte. 18
	
E Brunswick
	
NJ
	
08816
	
 
	
 

	
Casual Male
	
135 Bloomfield Ave.
	
Bloomfield
	
NJ
	
07003
	
 
	
 




 




 


	
Casual Male
	
936 Rte 22 E.
	
Somerville
	
NJ
	
08876
	
 
	
 

	
Casual Male
	
430 Consumer Square
	
Mays Landing
	
NJ
	
08330
	
 
	
 

	
Casual Male
	
89 Rte. 17 South
	
E. Rutherford
	
NJ
	
07073
	
 
	
 

	
Casual Male
	
2872 Highway 35 South
	
Hazlet
	
NJ
	
07730
	
 
	
 

	
Casual Male
	
1228-1230 Niagara Falls Blvd.
	
Tonawanda
	
NY
	
14150
	
 
	
 

	
Casual Male
	
110 Wolf Rd.
	
Albany
	
NY
	
12205
	
 
	
 

	
Casual Male
	
38 Rockland Pl. Sp. 24
	
Nanuet
	
NY
	
10954
	
 
	
 

	
Casual Male
	
2369 Central Park  Avenue
	
Yonkers
	
NY
	
10710
	
 
	
 

	
Casual Male
	
1955 South Road.
	
Poughkeepsie
	
NY
	
12601
	
 
	
 

	
Casual Male
	
5060A Sunrise Hwy
	
Massapequa
	
NY
	
11762
	
 
	
 

	
Casual Male
	
2094 Bartow Ave Bay Plz Sc
	
Bronx
	
NY
	
10475
	
 
	
 

	
Casual Male
	
2325 Richmond Ave (Different Address)
	
Staten Island
	
NY
	
10314
	
 
	
 

	
Casual Male
	
310 Reynolds Road
	
Johnson City
	
NY
	
13790
	
 
	
 

	
Casual Male
	
320 W Sunrise Hwy
	
Valley Stream
	
NY
	
11582
	
 
	
 

	
Casual Male
	
1757 Sunrise Hwy
	
Bayshore (Long Is)
	
NY
	
11706
	
 
	
 

	
Casual Male
	
2130 Walden Ave.
	
Cheektowaga
	
NY
	
14225
	
 
	
 

	
Casual Male
	
3514 W Genesee St.
	
Syracuse
	
NY
	
13219
	
 
	
 

	
Casual Male
	
89-55 Queens Blvd.
	
Elmhurst
	
NY
	
11373
	
 
	
 

	
Casual Male
	
Orange Plaza, 444 Route 211 East, Suite #3
	
Middletown
	
NY
	
10940
	
 
	
 

	
Casual Male
	
Lake Success Shop Cntr., 1444 Union Trnpke
	
New Hyde Park
	
NY
	
11040
	
 
	
 

	
Casual Male
	
8228 E 61St St., Suite 101
	
Tulsa
	
OK
	
74133
	
 
	
 

	
Casual Male
	
220 Baltimore Pike
	
Springfield
	
PA
	
19064
	
 
	
 

	
Casual Male
	
Keystone Place, 6815 Peach Street, Space A-13 (Different Address)
	
Erie
	
PA
	
16509
	
 
	
 

	
Casual Male
	
Triangle Plz 677H Kidder St.
	
Wilkes Barre
	
PA
	
18702
	
 
	
 

	
Casual Male
	
3832 William Penn Hwy
	
Monroeville
	
PA
	
15146
	
 
	
 

	
Casual Male
	
Rte. 6 Scranton-Carbondale Hwy
	
Scranton
	
PA
	
18508
	
 
	
 

	
Casual Male
	
2367 Macarthur Rd.
	
Whitehall (Allentown
	
PA
	
18052
	
 
	
 

	
Casual Male
	
240 Park Hills Plaza
	
Altoona
	
PA
	
16602
	
 
	
 

	
Casual Male
	
311 West Moreland Road
	
Willow Grove
	
PA
	
19090
	
 
	
 

	
Casual Male
	
Phil Prem Otlts 18 Lightcap Rd., Ste 167
	
Pottstown
	
PA
	
19464
	
 
	
 

	
Casual Male
	
2777 Paper Mill Rd, Suite C-3A
	
Wyomissing
	
PA
	
19610
	
X
	
4

	
Casual Male
	
Quartermaster Plaza  2306 W. Oregon Ave. Sp. F-3
	
Philadelphia
	
PA
	
19145
	
 
	
 

	
Casual Male
	
5240 Route 30
	
Greensburg
	
PA
	
15601
	
 
	
 

	
Casual Male
	
2410 Laurens Rd.
	
Greenville
	
SC
	
29607
	
 
	
 

	
Casual Male
	
3500 W. Sat St.
	
Sioux Falls
	
SD
	
57106
	
 
	
 




 




 


	
Casual Male
	
5295 Hickory Hollow Parkway
	
Antioch
	
TN
	
37013
	
 
	
 

	
Casual Male
	
1725 North Town East Boulevard
	
Mesquite
	
TX
	
75150
	
 
	
 

	
Casual Male
	
4100 South Cooper Street
	
Arlington
	
TX
	
76015
	
 
	
 

	
Casual Male
	
6898 Southwest Freeway
	
Houston
	
TX
	
77074
	
 
	
 

	
Casual Male
	
Woflin Sq. 2221 I-40 W
	
Amarillo
	
TX
	
79109
	
 
	
 

	
Casual Male
	
4408 50th St.
	
Lubbock
	
TX
	
79414
	
 
	
 

	
Casual Male
	
5504 San Bernado Ave., Ste. 100
	
Laredo
	
TX
	
78041
	
 
	
 

	
Casual Male
	
4621 S. Hulen St.
	
Ft Worth
	
TX
	
76132
	
 
	
 

	
Casual Male
	
4410 N Midkiff Rd., Suite B-1
	
Midland
	
TX
	
79705
	
 
	
 

	
Casual Male
	
4217 S Broadway Ave.
	
Tyler
	
TX
	
75701
	
 
	
 

	
Casual Male
	
Westgate Shopping Center, 19504 Katy Freeway
	
Houston
	
TX
	
77094
	
 
	
 

	
Casual Male
	
19075 I-45 South, Suite 400 Portofino Center
	
Shenandoah
	
TX
	
77385
	
 
	
 

	
Casual Male
	
1919 Valley View Blvd. Northwest
	
Roanoke
	
VA
	
24012
	
 
	
 

	
Casual Male
	
6010 N. Division St.
	
Spokane
	
WA
	
99208
	
 
	
 

	
Casual Male
	
19220 Alderwood Mall Pkwy. Suite 130
	
Lynnwood
	
WA
	
98036
	
 
	
 

	
Casual Male
	
4751 S 76th St.
	
Greenfield
	
WI
	
53220
	
 
	
 

	
Casual Male
	
90 Rhl Boulevard
	
South Charleston
	
WV
	
25309
	
 
	
 

	
Casual Male
	
4001 Riverdale Rd. #A
	
Ogden
	
UT
	
84405
	
 
	
 

	
Casual Male
	
2285 E. Baseline Rd.
	
Gilbert
	
AZ
	
85234
	
 
	
 

	
Casual Male
	
Nordhoff Plaza, 19422 Nordoff Street
	
Northridge
	
CA
	
91324
	
 
	
 

	
Casual Male
	
13000 Folsom Blvd., Suite 1440
	
Folsom
	
CA
	
95630
	
 
	
 

	
Casual Male
	
Citadel Outlets 100 Citadel Dr., Suite #660
	
Commerce
	
CA
	
90040
	
 
	
 

	
Casual Male
	
16129 S Hawthorne Blvd., Suite F
	
Lawndale
	
CA
	
90260
	
 
	
 

	
Casual Male
	
1701 Ethan Way
	
Sacramento
	
CA
	
95815
	
 
	
 

	
Casual Male
	
8000 Amador Valley Blvd.
	
Dublin
	
CA
	
94568
	
 
	
 

	
Casual Male
	
3200 Sisk Rd., Unit G
	
Modesto
	
CA
	
95356
	
 
	
 

	
Casual Male
	
798 Inland Ctr. Dr.
	
San Bernardino
	
CA
	
92408
	
 
	
 

	
Casual Male
	
1911 Santa Rosa Ave.
	
Santa Rosa
	
CA
	
95407
	
 
	
 

	
Casual Male
	
3699 Ming Ave Ming Plaza
	
Bakersfield
	
CA
	
93309
	
 
	
 

	
Casual Male
	
Robinhood Plaza, 5756 Pacific Avenue
	
Stockton
	
CA
	
95207
	
 
	
 

	
Casual Male
	
882 Blossom Hill Rd.
	
San Jose
	
CA
	
95123
	
 
	
 

	
Casual Male
	
330 S Vincent Ave.
	
W Covina
	
CA
	
91790
	
 
	
 

	
Casual Male
	
15099 Hesperian Blvd Suite E&F
	
San Leandro
	
CA
	
94578
	
 
	
 

	
Casual Male
	
5592 S Sepulveda Blvd.
	
Culver City
	
CA
	
90230
	
 
	
 

	
Casual Male
	
12544-B Amargosa Road
	
Victorville
	
CA
	
92392
	
 
	
 




 




 


	
Casual Male
	
25640 The Old Road
	
Valencia
	
CA
	
91381
	
 
	
 

	
Casual Male
	
7601 Carson Blvd.
	
Long Beach
	
CA
	
90808
	
 
	
 

	
Casual Male
	
301 West Explanade Drive
	
Oxnard
	
CA
	
93030
	
 
	
 

	
Casual Male
	
The Orchard@Saddleback 23600 El Toro Rd. Sts.  A&B
	
Lake Forest
	
CA
	
92630
	
 
	
 

	
Casual Male
	
700 N Johnson Ave Suite 1
	
El Cajon
	
CA
	
92020
	
 
	
 

	
Casual Male
	
507 N Academy Blvd Citadel Xg
	
Colorado Springs
	
CO
	
80909
	
 
	
 

	
Casual Male
	
8725 Sheridan Blvd Unit B
	
Westminster
	
CO
	
80003
	
 
	
 

	
Casual Male
	
9078 Westview Rd, Suite 100
	
Lone Tree
	
CO
	
80124
	
 
	
 

	
Casual Male
	
8735 S Cicero Ave.
	
Hometown
	
IL
	
60456
	
 
	
 

	
Casual Male
	
1359 N. Larkin St.
	
Joliet
	
IL
	
60435
	
 
	
 

	
Casual Male
	
1407 N. Veterans Pkwy
	
Bloomington
	
IL
	
61704
	
 
	
 

	
Casual Male
	
2450 Wabash Space 101
	
Springfield
	
IL
	
62704
	
 
	
 

	
Casual Male
	
1006 W Anthony Dr., Suites A & B
	
Champaign
	
IL
	
61820
	
 
	
 

	
Casual Male
	
618 S. Rte 59 Naper W Plz #112
	
Naperville
	
IL
	
60540
	
 
	
 

	
Casual Male
	
6376 East State Steet
	
Rockford
	
IL
	
61108
	
 
	
 

	
Casual Male
	
9410-A Skokie Blvd.
	
Skokie
	
IL
	
60077
	
 
	
 

	
Casual Male
	
1930 S W Wanamaker Rd Suite E
	
Topeka
	
KS
	
66604
	
 
	
 

	
Casual Male
	
220 Maine Mall Rd.
	
S Portland
	
ME
	
04106
	
 
	
 

	
Casual Male
	
1501 Plymouth Road (Different Address)
	
Minnetonka
	
MN
	
55305
	
 
	
 

	
Casual Male
	
712 W County Rd 42
	
Burnsville
	
MN
	
55337
	
 
	
 

	
Casual Male
	
6415 Labeaux Ave. NE
	
Albertville
	
MN
	
55301
	
 
	
 

	
Casual Male
	
4340 13Th Ave SW
	
Fargo
	
ND
	
58103
	
 
	
 

	
Casual Male
	
346 S Broadway
	
Salem
	
NH
	
03079
	
 
	
 

	
Casual Male
	
1113 Kenney Center
	
Columbus
	
OH
	
43220
	
 
	
 

	
Casual Male
	
4755 Northfield Rd.
	
N Randall
	
OH
	
44128
	
 
	
 

	
Casual Male
	
926 Boardman-Poland Rd.
	
Boardman
	
OH
	
44512
	
 
	
 

	
Casual Male
	
7619 Mentor Ave.
	
Mentor
	
OH
	
44060
	
 
	
 

	
Casual Male
	
8705 SW Hall Blvd.
	
Beaverton (Tigard)
	
OR
	
97008
	
 
	
 

	
Casual Male
	
1132 Lancaster Drive NE
	
Salem
	
OR
	
97301
	
 
	
 

	
Casual Male
	
8864 SE Sunnyside Rd.
	
Clackamas
	
OR
	
97015
	
 
	
 

	
Casual Male
	
2601 South Mckenzie St., Suit S476
	
Foley
	
AL
	
36535
	
 
	
 

	
Casual Male
	
2108 South Caraway
	
Jonesboro
	
AR
	
72401
	
 
	
 

	
Casual Male
	
1501 Boston Post Rd
	
Milford
	
CT
	
06460
	
 
	
 

	
Casual Male
	
1869 Dixwell Avenue
	
Hamden
	
CT
	
06514
	
 
	
 

	
Casual Male
	
Glenwood Village 7 Glenwood Rd., Suite E
	
Clinton
	
CT
	
06413
	
X
	
4




 




 


	
Casual Male
	
3924 Kirkwood Hwy Rte 2
	
Wilmington
	
DE
	
19808
	
 
	
 

	
Casual Male
	
Midway Galleria 18701 Coastal Hwy, Space 2,3&4
	
Rehoboth Beach
	
DE
	
19971
	
X
	
8

	
Casual Male
	
66 Blanding Blvd.
	
Orange Park
	
FL
	
32073
	
 
	
 

	
Casual Male
	
9402 Arlington Exwy
	
Jacksonville
	
FL
	
32225
	
 
	
 

	
Casual Male
	
620 East Altamonte Drive
	
Altamonte Springs
	
FL
	
32701
	
 
	
 

	
Casual Male
	
4455 Cleveland Ave
	
Ft Myers
	
FL
	
33901
	
 
	
 

	
Casual Male
	
2128 Sagamore Pkwy S
	
Lafayette
	
IN
	
47905
	
 
	
 

	
Casual Male
	
11747 N Executive Dr. Space B80
	
Edinburgh
	
IN
	
46124
	
 
	
 

	
Casual Male
	
3270 Nicholasville Rd.
	
Lexington
	
KY
	
40503
	
 
	
 

	
Casual Male
	
3750 Veterans Memorial Blvd.
	
Metairie
	
LA
	
70002
	
 
	
 

	
Casual Male
	
11503-A Rockville Pike
	
Rockville
	
MD
	
20852
	
 
	
 

	
Casual Male
	
4434 Bay Rd.
	
Saginaw
	
MI
	
48603
	
 
	
 

	
Casual Male
	
5849 W Saginaw Hwy Delta Ctr.
	
Lansing
	
MI
	
48917
	
 
	
 

	
Casual Male
	
1026 South Brentwood Blvd.
	
Richmond Heights
	
MO
	
63117
	
 
	
 

	
Casual Male
	
L&L Ferry Crssng., 4016 Lemay Ferry Rd.
	
St Louis
	
MO
	
63129
	
 
	
 

	
Casual Male
	
1039 E Country Line Rd., Suite A
	
Jackson
	
MS
	
39211
	
 
	
 

	
Casual Male
	
10737 Factory Shops Blvd.
	
Gulfport
	
MS
	
39503
	
 
	
 

	
Casual Male
	
64 Tunnel Rd.
	
Asheville
	
NC
	
28805
	
 
	
 

	
Casual Male
	
13340 Preston Rd.
	
Dallas
	
TX
	
75240
	
 
	
 

	
Casual Male
	
Rio Grande Val.Prem.Out., 5001 E. Exprsswy. 83 #230
	
Mercedes
	
TX
	
78570
	
 
	
 

	
Casual Male
	
3200 Plank Road
	
Fredericksburg
	
VA
	
22407
	
 
	
 

	
Casual Male
	
17401 Southcenter Pkwy. Suite 141
	
Tukwila
	
WA
	
98188
	
 
	
 

	
Casual Male
	
2990 Midway Dr.
	
San Diego
	
CA
	
92110
	
 
	
 

	
Casual Male
	
4724 W Lincoln Highway
	
Matteson
	
IL
	
60443
	
 
	
 

	
Casual Male
	
3526-3528 N. University Ave.
	
Peoria
	
IL
	
61604
	
 
	
 

	
Casual Male
	
9396 West 159th Street
	
Orland Park
	
IL
	
60462
	
 
	
 

	
Casual Male
	
1730 West Fullerton Ave, Unit 22
	
Chicago
	
IL
	
60614
	
 
	
 

	
Casual Male
	
Vero Beach Outlets 1757 94Th Dr., Suite D180
	
Vero Beach
	
FL
	
32966
	
 
	
 

	
Casual Male
	
455 Belwood Rd Se, Suite 60
	
Calhoun
	
GA
	
30701
	
 
	
 

	
Casual Male
	
800 Steven B Tanger Blvd S/310
	
Commerce
	
GA
	
30529
	
 
	
 

	
Casual Male
	
112-A Tanger Drive
	
Williamsburg
	
IA
	
52361
	
 
	
 

	
Casual Male
	
Jackson Premium Outlets,  537 Monmouth Rd. Sp. 322
	
Jackson
	
NJ
	
08527
	
 
	
 

	
Casual Male
	
Fashion Outlets 1630 Military Rd. (Different Address)
	
Niagara Falls
	
NY
	
14304
	
 
	
 

	
Casual Male
	
1492 Rte. 9
	
Lake George
	
NY
	
12845
	
 
	
 

	
Casual Male
	
655 Rte 318, Suite A005
	
Waterloo
	
NY
	
13165
	
 
	
 




 




 


	
Casual Male
	
35 S Willowdale Dr., Box 807
	
Lancaster
	
PA
	
17602
	
 
	
 

	
Casual Male
	
1863 Gettysburg Village Dr., Ste 250
	
Gettysburg
	
PA
	
17325
	
 
	
 

	
Casual Male
	
1000 Route 611, Unit A19
	
Tannersville
	
PA
	
18372
	
 
	
 

	
Casual Male
	
1911 Leesburg Grove City Road, Suite 315
	
Grove City
	
PA
	
16127
	
 
	
 

	
Casual Male
	
Tanger Outlet Cntr 2200 Tanger Blvd., Ste725
	
Washington
	
PA
	
15301
	
 
	
 

	
Casual Male
	
4630 Factory Stores Blvd., Suite A185
	
Myrtle Beach
	
SC
	
29579
	
 
	
 

	
Casual Male
	
2713 Teaster Lane
	
Pigeon Forge
	
TN
	
37863
	
 
	
 

	
Casual Male
	
1111 League Line Rd. Suite 121
	
Conroe
	
TX
	
77303
	
 
	
 

	
Casual Male
	
Tanger Outlets, 4015 Interstate Hwy. 35 Ste. 214
	
San Marcos
	
TX
	
78666
	
 
	
 

	
Casual Male
	
Allen Prem. Outlets, 820 W. Stacey Rd. Suite 330
	
Allen
	
TX
	
75013
	
 
	
 

	
Casual Male
	
Rnd. Rck. Prem. Out., 4401 N. Ih 35, Suite #869
	
Round Rock
	
TX
	
78664
	
 
	
 

	
Casual Male
	
29300 Hempstead Rd., Ste. #804
	
Cypress
	
TX
	
77433
	
 
	
 

	
Casual Male
	
13289 Worth Avenue
	
Woodbridge
	
VA
	
22192
	
 
	
 

	
Casual Male
	
11601 108th St. #528
	
Pleasant Prairie
	
WI
	
53158
	
 
	
 

	
Casual Male
	
622 W. Linmar Ln., Suite D-25
	
Johnson Creek
	
WI
	
53038
	
 
	
 

	
Casual Male
	
131 Nut Tree Rd., Suite K
	
Vacaville
	
CA
	
95687
	
 
	
 

	
Casual Male
	
17600 Collier Ave., Suite H184
	
Lake Elsinore
	
CA
	
92530
	
 
	
 

	
Casual Male
	
5732 Mcwhinney Blvd Space E-40
	
Loveland
	
CO
	
80538
	
 
	
 

	
Casual Male
	
120 Laconia Rd., Ste. 206 Lake Rg
	
Tilton
	
NH
	
03276
	
 
	
 

	
Casual Male
	
8115 Factory Shops Boulevard
	
Jeffersonville
	
OH
	
43128
	
 
	
 




 

Total # Casual Male Stores: 228

Total # Unencumbered: 225

 

 




 




							
	
TYPE OF STORE
	
ADDRESS
	
CITY
	
ST  
	
ZIP
	
BAML 

PRIORITY
	
NOTE NO.

	
Rochester B&T
	
90 Brompton Rd.
	
London
	
ENG
	
SW3 1ER
	
 
	
 

	
Rochester B&T
	
700 Mission St.
	
San Francisco
	
CA
	
94103
	
 
	
 

	
Rochester B&T
	
9737 Wilshire Blvd.
	
Beverly Hills
	
CA
	
90212
	
 
	
 

	
Rochester B&T
	
1020 Connecticut  Ave. N.W.
	
Washington
	
DC
	
20036
	
 
	
 

	
Rochester B&T
	
Loehmans Fashion Island 18801-A Biscayne Blvd.
	
Aventura
	
FL
	
33180
	
 
	
 

	
Rochester B&T
	
2301 Glades Road
	
Boca Raton
	
FL
	
33434
	
 
	
 

	
Rochester B&T
	
1301 Avenue of the Americas
	
New York
	
NY
	
10019
	
 
	
 

	
Rochester B&T
	
1625 Northern Boulevard
	
Manhasset
	
NY
	
11030
	
 
	
 

	
Rochester B&T
	
Preston Forest Village 11661 Preston Rd.
	
Dallas
	
TX
	
75230
	
 
	
 




 

9

 

 




 




							
	
TYPE OF STORE
	
ADDRESS
	
CITY
	
ST  
	
ZIP
	
BAML 

PRIORITY
	
NOTE NO.

	
HEADQUARTERS
	
555 Turnpike Street
	
Canton
	
MA
	
02021
	
X
	
3, 7, 10, 11, 12, 13




 

 

 

 




 

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
	
 

09/21/05
	
 

52915453
	
De Lage Landen

Financial Services, Inc.
	
 

Active
	
DMX2000 for AS400

System

	
 

Casual Male Retail Group, Inc.
	
 

Delaware
	
 

UCC-1
	
12/03/2010
	
 

04249094
	
De Lage Landen

Financial Services, Inc.
	
 

Active
	
DMX2000 for AS400

System

	
Destination XL Group, Inc.
	
Delaware
	
UCC-1
	
10/01/2013
	
3829455
	
Berkshire Bank - This was assigned by Banc of

America Leasing & Capital, LLC on

10/08/2013
	
Active
	
Distribution Center equipment, signage,

corporate security system and corporate

computer and

communication equipment

	
Destination XL Group, Inc.
	
Delaware
	
UCC-1
	
10/01/2013
	
3831790
	
Bridge Capital Leasing, Inc. - This was assigned

by Banc of America

Leasing & Capital, LLC

on 10/25/2013
	
Active
	
Store fixtures

	
Destination XL Group, Inc.
	
Delaware
	
UCC-1
	
12/22/2013
	
5069506
	
Berkshire Bank - This

was assigned by Banc of America Leasing & Capital, LLC on

03/31/2014
	
Active
	
Distribution Center

equipment, signage, corporate security system and corporate computer and communication equipment

	
Destination XL Group, Inc.
	
Delaware
	
UCC-1
	
03/31/2014
	
1247402
	
Berkshire Bank - This

was assigned by Banc of America Leasing & Capital, LLC on
	
Active
	
Distribution Center

equipment, signage, corporate security system and corporate

	
 
	
 
	
 
	
 
	
 
	
04/09/2014
	
 
	
computer and

communication equipment

	
Destination XL Group, Inc.
	
Delaware
	
UCC-1
	
06/20/2014
	
2440402
	
Berkshire Bank - This was assigned by Banc of

America Leasing & Capital, LLC on

06/26/2014
	
Active
	
Distribution Center equipment, signage,

corporate security system and corporate

computer and

communication equipment

	
Destination XL Group, Inc.
	
Delaware
	
UCC-1
	
09/11/2014
	
3636099
	
Everbank Commercial

Finance, Inc.
	
Active
	
Equipment leased pursuant to Payment

Plan Agreement




 

 

 




 

EXHIBIT 2.10

Term Note

 

 

CHOATE DRAFT DATED OCTOBER 8, 2014

 

TERM NOTE

 


	
$15,000,000.00
	
October [ ], 2014




 

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 “Term Lender”), a national banking association having an office at One Boston Place, 18th Floor, Boston, Massachusetts 02108, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000.00) or, if less, the aggregate unpaid principal balance of Term Loans made to or for the account of the Borrowers pursuant to the Term Loan and Security Agreement dated as of October [ ], 2014 (as amended, modified, supplemented or restated and  in  effect  from  time  to  time,  the  “Loan  Agreement”)  between  Wells  Fargo  Bank,  National Association, a national banking association having an office at One Boston Place, 18th  Floor, Boston, Massachusetts 02108, as Administrative Agent and as Collateral Agent (with any successor in such capacities, so referred to herein) for the benefit of the Term 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 Term Note is a “Term 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 Term 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 Term Facility, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder.

No delay or omission by the Administrative Agent or the Term Lender in exercising or enforcing any  of  the  Administrative  Agent’s  or  the  Term  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 Term 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 Term 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 Term Note.

This Term 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 Term Lender and its successors, endorsees, and assigns.

 




 

The liabilities of each Borrower, and of any endorser or guarantor of this Term Note, are joint and several; provided, however, the release by the Administrative Agent or the Term Lender of any one or more such Persons, endorsers or guarantors shall not release any other Person obligated on account of this Term Note.  Each reference in this Term 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 Term Note may seek contribution from any other Person also obligated unless and until all Liabilities, obligations and indebtedness to the Term Lender of the Person from whom contribution is sought have been satisfied in full.

This Term Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of the State of New York (without regard to the conflict of laws principles thereof, but including Section 5-1401 of the New York General Obligations Law), 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 Term Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Term 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 TERM 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 TERM LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ADMINISTRATIVE AGENT AND/OR THE TERM LENDER OR IN WHICH THE ADMINISTRATIVE AGENT AND/OR THE TERM 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 TERM LENDER.

[Signature Page to Follow]

 

 

 

2




 

 


	
 
	
 
	
The Borrowers:

	
 
	
 
	
 

	
Witness:
	
 
	
DESTINATION XL GROUP, INC.

	
 
	
 
	
 
	
 

	
 
	
 
	
By:
	
 

	
 
	
 
	
 
	
Name:

Title:

	
 
	
 
	
 
	
 

	
Witness:
	
 
	
CMRG APPAREL, LLC

	
 
	
 
	
 
	
 

	
 
	
 
	
By:
	
 

	
 
	
 
	
 
	
Name:

Title:




[Signature Page to Term Note]

 

 

 

 




 




 




 

Exhibit 2.21

 

Term Lenders’ Commitments

 

 

 


			
	
Term Lender
	
Term Percentage Commitment
	
Term Dollar Commitment

	
 

Wells Fargo Bank, National

Association
	
 

100.000000000%

 
	
 

$15,000,000

 




 

 




 

EXHIBIT 3.8(b)

Existing Defaults under Material Contracts

None.

 

 

 

 




 

EXHIBIT 4.2

Loan Parties' Information

 


			
	
Name
	
Jurisdiction of Organization
	
Federal Tax ID #

	
 Destination XL 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.*

*Affiliate
	
Netherlands
	
NL8194.91.524.B01




 

 

 

 

 




 

EXHIBIT 4.3

TRADE NAMES

UNITED STATES TRADEMARK REGISTRATIONS

 


	
TRADEMARK/SERVICE MARK
	
REGISTRATION NUMBER
	
REGISTRATION DATE

	
ALEXANDER LLOYD
	
1792707
	
09/14/93

	
B&T FACTORY STORE & design (SM)
	
2443351
	
04/01/01

	
B&T BIG & TALL FACTORY STORE & design (SM)
	
2415558
	
12/26/00

	
BIG & TALL & design (SM) (stylized)(yellow)
	
1553379 (Supplemental)
	
08/22/89

	
BIG & TALL CASUAL MALE & design (SM)
	
2080852
	
07/22/97

	
BOLDXL
	
3576148
	
02/17/09

	
BIG ON BEING BETTER
	
4389472
	
08/20/13

	
BTDIRECT.COM (SM)
	
3699266
	
10/20/09

	
CANYON RIDGE
	
2159159
	
05/19/98

	
CASTAGNE (Italian‐to‐English translation
	
3354065
	
12/11/07

	
“Chestnuts”)
	
 
	
 

	
CASUAL MALE
	
2838614
	
05/04/04

	
CASUAL MALE (SM)
	
2198042
	
10/20/98

	
CASUAL MALE BIG & TALL (SM)
	
2036883
	
02/11/97

	
CASUAL MALE BIG & TALL & design (SM)
	
2080851
	
07/22/97

	
CASUAL MALE XL (SM)
	
3180088
	
12/05/06

	
CASUAL MALE XL & design (SM)
	
52289 (Arizona)
	
11/09/07

	
CASUAL MALE XL & design (SM)
	
T06000000743 (Florida)
	
07/16/06

	
COMFORT ZONE
	
3525088
	
10/28/08

	
CONTINUOUS COMFORT
	
3951882
	
04/26/11

	
DESTINATIONXL (SM)
	
3933434
	
03/22/11

	
DESTINATION XL (SM)
	
4377756
	
7/30/13

	
DRY‐ACTION
	
3067127
	
03/14/06

	
DURABELT
	
4075039
	
12/20/12

	
DXL (SM)
	
3862017
	
10/12/10

	
DXL (stylized) (color feature of mark) (SM)
	
4327582
	
04/30/13

	
DXL DESTINATIONXL (stylized) (SM)

(large DXL on top of smaller DESTINATION XL)
	
4030810
	
09/27/11

	
DXL DESTINATION XL & design (SM)

(large DXL in front of smaller DESTINATION XL)
	
4381307
	
08/06/13

	
FLEX‐ZONE
	
2997389
	
09/20/05

	
GLACIER TEC
	
2810224
	
02/03/04

	
GRADE A JEANS
	
2490404
	
09/18/01

	
GRANDE CENTRAL BIG & TALL CLOTHING CO.
	
2635630
	
10/15/02

	
HARBOR BAY
	
2531456
	
07/24/01

	
HB SPORT HARBOR BAY
	
2471393
	
01/22/02

	
HB SPORT HARBOR BAY & design
	
2566969
	
05/07/02

	
HIGH AND MIGHTY
	
1034385
	
02/24/76

	
HIGH & MIGHTY (SM)
	
1171694
	
09/29/81

	
HIMALAYA
	
1974456
	
05/21/96

	
HIMALAYA OUTFITTERS
	
1975575
	
05/28/96

	
ISLAND OUTFITTERS
	
3257541
	
07/03/07

	
ISLAND PASSPORT
	
3559858
	
01/13/09




 




 


	
LIVINGXL (SM)
	
3391690
	
03/04/08

	
METROFUSION
	
3614535
	
05/05/09

	
NATURAL EXCHANGE BY ALEXANDER LLOYD
	
2018824
	
11/26/96

	
NECK‐RELAXER
	
2938844
	
04/15/05

	
OAK HILL
	
3355267
	
12/18/07

	
OAKHILL ESTABLISHED 1972 & Tree Design
	
3351230
	
12/11/07

	
REPP
	
2652826 (Supplemental)
	
11/19/02

	
REPP
	
3622362 (Principal)
	
05/19/09

	
REPP (SM)
	
2667795
	
12/31/02

	
REPP, LTD. & design
	
1242946
	
06/21/83

	
REPP TECH
	
2346534
	
05/02/00

	
ROCHESTER
	
3262383
	
07/10/07

	
ROCHESTER BIG & TALL (SM)
	
3218730
	
03/13/07

	
ROCHESTER CLOTHING
	
4182387
	
07/31/12

	
ROCHESTER SPORT FOR BIG & TALL MEN *
	
2975701
	
07/26/05

	
SHOESXL
	
3482602 (Supplemental)
	
08/05/08

	
SOCIETY OF ONE
	
3515729
	
10/14/08

	
STAIN‐FIGHTER
	
2997388
	
09/20/05

	
THINK BIG
	
2643269
	
10/29/02

	
THINK BIG (SM)
	
2324049
	
02/29/00

	
THINK BIG (multi‐classification novelty items)
	
2802643
	
01/06/04

	
TRAVELER TECHNOLOGY
	
3265921
	
07/17/07

	
TRUE NATION
	
3946344
	
04/12/11

	
WAIST‐RELAXER
	
2650656
	
11/12/02

	
WORKWEARXL (SM)
	
4273579 (Supplemental)
	
01/08/13





	
*
	
By way of assignment pursuant to acquisition of Rochester Big & Tall Clothing on 
October 29, 2004.




 

 

 

 




 

UNITED STATES TRADEMARK APPLICATIONS

 

 


	
TRADEMARK/SERVICE MARK 
	
APPLICATION NUMBER
	
 APPLICATION DATE

	
YOU’RE LOOKING GOOD
	
86/245647
	
04/18/14




CANADA TRADEMARK REGISTRATIONS

 


	
TRADEMARK/SERVICE MARK
	
REGISTRATION 

NUMBER
	
REGISTRATION DATE

	
CASUAL MALE
	
TMA846671
	
03/20/13

	
CASUAL MALE BIG & TALL (SM)
	
TMA714507
	
05/15/08

	
CASUAL MALE XL
	
TMA715826
	
06/03/08

	
COMFORT ZONE
	
TMA765390
	
04/30/10

	
COMFORT ZONE *
	
TMA499960
	
09/02/98

	
CONTINUOUS COMFORT
	
TMA791599
	
02/25/11

	
DURABELT
	
TMA830692
	
08/27/12

	
FLEX‐ZONE
	
TMA689720
	
06/13/07

	
GLACIER TEC (clothing)
	
TMA677140
	
11/16/06

	
GLACIER TEC (footwear, caps and gloves)
	
TMA653857
	
11/29/05

	
HARBOR BAY
	
TMA642520
	
06/20/05

	
HB SPORT HARBOR BAY
	
TMA677612
	
11/24/06

	
HIMALAYA
	
TMA665615
	
06/05/06

	
HIMALAYA OUTFITTERS
	
TMA677613
	
11/24/06

	
NECK‐RELAXER
	
TMA654960
	
12/13/05

	
ROCHESTER
	
TMA857204
	
08/07/13

	
ROCHESTER BIG & TALL
	
TMA701192
	
11/21/07

	
SHOESXL
	
TMA726233
	
10/16/08

	
STAIN‐FIGHTER
	
TMA670418
	
08/16/08

	
THINKBIG (SM)
	
TMA677300
	
11/17/06

	
THINKBIGDIRECT.COM
	
TMA642522
	
06/20/05

	
TRAVELER TECHNOLOGY
	
TMA713504
	
05/05/08

	
WAIST‐RELAXER
	
TMA642042
	
06/15/05




 

* Acquired from Quality Brokerage Ltd. pursuant to Agreement, dated 04/09/07

 

 

 

 




 

CANADA TRADEMARK APPLICATIONS (PENDING)

 


	
TRADEMARK/SERVICE MARK
	
APPLICATION 

NUMBER
	
APPLICATION DATE

	
BIG & TALL & design (SM)
	
1210501
	
03/17/04

	
BIG & TALL CASUAL MALE & design (SM)
	
1210536
	
03/17/04

	
BIG ON BEING BETTER (SM)
	
1592493
	
08/31/12

	
BOLDXL
	
1424348
	
01/13/09

	
CASUAL MALE BIG & TALL & design (SM)
	
1210537
	
03/17/04

	
DESTINATION XL
	
1479930
	
05/06/10

	
DXL
	
1479920
	
05/06/10

	
DXL (stylized)
	
1592494
	
08/31/12

	
DXL DESTINATION XL & design (SM)
	
1510470
	
01/07/10

	
SUPERSIZEWORLD
	
1347887
	
11/14/07

	
TRUE NATION
	
1513104
	
01/28/11




EUROPEAN (COMMUNITY) TRADEMARK REGISTRATIONS

 


	
TRADEMARK/SERVICE MARK
	
REGISTRATION 

NUMBER
	
REGISTRATION DATE

	
BOLDXL
	
007518517
	
01/13/09

	
BT DIRECT
	
006183479
	
08/09/07

	
CASUAL MALE
	
004325742
	
05/17/06

	
COMFORT ZONE
	
004325783
	
04/21/08

	
CONTINUOUS COMFORT
	
009097321
	
06/03/11

	
DESTINATION XL
	
009097081
	
01/03/11

	
DURABELT
	
009716754
	
07/12/11

	
DXL
	
9097247
	
08/18/12

	
HARBOR BAY
	
004325833
	
04/18/06

	
LIVINGXL
	
006183578
	
09/21/09

	
OAK HILL
	
006269112
	
09/10/07

	
OAK HILL ESTABLISHED 1972 & Design
	
006269138
	
09/10/07

	
SHOESXL
	
005917398
	
05/19/09

	
SUPERSIZEWORLD
	
005917349
	
05/18/07

	
TRUE NATION
	
009699042
	
08/17/11

	
TWENTY EIGHT DEGREES
	
009619818
	
06/03/11




 

 

EUROPEAN (COMMUNITY) TRADEMARK APPLICATIONS (PENDING)

 

 


	
TRADEMARK/SERVICE MARK
	
APPLICATION 

NUMBER 
	
APPLICATION DATE

	
CASUAL MALE XL
	
6120752
	
07/20/07

	
DXL DESTINATION XL
	
9648452
	
01/10/11

	
ROCHESTER
	
4325809
	
03/07/05

	
ROCHESTER SPORT
	
4325825
	
03/07/05




 




 

CHINA TRADEMARK REGISTRATIONS

 


	
TRADEMARK/SERVICE MARK
	
APPLICATION 

NUMBER 
	
APPLICATION DATE

	
ROCHESTER BIG & TALL
	
5475384
	
01/28/11




FRANCE TRADEMARK APPLICATIONS

 


	
TRADEMARK/SERVICE MARK
	
APPLICATION 

NUMBER 
	
APPLICATION DATE

	
BT DIRECT
	
07/3513462
	
07/13/07

	
LIVING XL
	
 07/3513460
	
 07/13/07

	
SHOES XL
	
 07/3513458
	
 07/13/07




KUWAIT TRADEMARK REGISTRATIONS

 

 


	
TRADEMARK/SERVICE MARK
	
APPLICATION 

NUMBER 
	
APPLICATION DATE

	
DXL DESTINATIONXL (SM)
	
130108
	
04/01/13




KUWAIT TRADEMARK APPLICATIONS

 

 


	
TRADEMARK/SERVICE MARK
	
APPLICATION 

NUMBER 
	
APPLICATION DATE

	
HARBOR BAY
	
130106 
	
05/15/12

	
ROCHESTER
	
 130107 
	
05/15/12




UNITED STATES PATENTS

 

 

 


	
PATENT NAME (1)
	
APPLICANT
	
PATENT 

NUMBER 
	
PATENT DATE (2)

	
NECK‐RELAXER EXTENDABLE COLLAR
	
CMRG APPAREL, LLC
	
6986165
	
01/17/06




NOTES

(1) Assigned to CMRG Apparel, LLC by David Neff and Megan Smith, former employees of Casual Male.

(2) Patent expires 01/17/26, plus 151 days due to U.S. Patent Office delays

UNITED STATES COPYRIGHTS

 


	
COPYRIGHT
	
APPLICANT
	
REGISTRATION 

NUMBER
	
REGISTRATION DATE

	
NO IRON HANG TAG
	
CMRG APPAREL, LLC
	
VAu000683921
	
03/21/06




 

 




 

DOMAIN NAMES

 


				
	
Domain Name
	
Registrant
	
Expiration

(D/M/YY)
	
Registrar Service

	
bandtdirect.com
	
CMRG Apparel, LLC
	
6‐Jul‐15
	
Network Solutions

	
bandtfactory.com
	
CMRG Apparel, LLC
	
6‐Jul‐15
	
Network Solutions

	
bandtfactorydirect.com
	
CMRG Apparel, LLC
	
14‐Apr‐15
	
Network Solutions

	
bigandtall.com
	
CMRG Apparel, LLC
	
15‐Mar‐15
	
Network Solutions

	
bigandtall.xxx
	
Destination XL Group, Inc.
	
8‐Jul‐15
	
Network Solutions

	
bigandtallcasualmale.com
	
CMRG Apparel, LLC
	
21‐Jul‐15
	
Network Solutions

	
bigandtallfactorydirect.com
	
CMRG Apparel, LLC
	
17‐Apr‐15
	
Network Solutions

	
boldxl.com
	
CMRG Apparel, LLC
	
15‐Nov‐15
	
Network Solutions

	
btdirect.ca
	
Casual Male Canada Inc.
	
21‐Aug‐15
	
CADNS

	
btdirect.com
	
CMRG Apparel, LLC
	
10‐Nov‐15
	
Network Solutions

	
btdirect.xxx
	
CMRG Apparel
	
29‐Dec‐14
	
Network Solutions

	
btdirectcoupons.com
	
CMRG Apparel, LLC
	
24‐Jan‐15
	
Network Solutions

	
btdirecttv.com
	
CMRG Apparel, LLC
	
16‐Jan‐15
	
Network Solutions

	
btfactorydirect.co.uk
	
Casual Male RBT (U.K.) LLC
	
3‐Jul‐15
	
Network Solutions

	
btfactorydirect.com
	
CMRG Apparel, LLC
	
14‐Apr‐15
	
Network Solutions

	
btfactorystore.com
	
CMRG Apparel, LLC
	
20‐Mar‐15
	
Network Solutions

	
btfdirect.co.uk
	
Casual Male RBT (U.K.) LLC
	
3‐Jul‐15
	
Network Solutions

	
casualmale.ca
	
Casual Male Canada Inc.
	
21‐Aug‐15
	
CADNS

	
casualmale.co.uk
	
Casual Male RBT (U.K.) LLC
	
4‐Nov‐14
	
Nominet

	
casualmale.com
	
CMRG Apparel, LLC
	
19‐Oct‐15
	
Network Solutions

	
casual‐male.com
	
CMRG Apparel, LLC
	
2‐Oct‐15
	
Network Solutions

	
casualmale.de
	
Casual Male RBT (U.K.) LLC
	
11‐Aug‐15
	
Network Solutions

	
casualmale.de
	
Casual Male RBT (U.K.) LLC
	
28‐Jun‐16
	
Network Solutions

	
casualmale.dk
	
Casual Male RBT (U.K.) LLC
	
25‐Aug‐15
	
EuroDNS

	
casualmale.es
	
Casual Male RBT (U.K.) LLC
	
25‐Jun‐15
	
EuroDNS

	
casualmale.eu
	
Casual Male RBT (U.K.) LLC
	
31‐Jan‐15
	
Network Solutions

	
casualmale.gr
	
Casual Male RBT (U.K.) LLC
	
6‐Dec‐15
	
EuroDNS

	
casualmale.it
	
Casual Male RBT (U.K.) LLC
	
6‐Jul‐15
	
EuroDNS

	
casualmale.lt
	
Casual Male RBT (U.K.) LLC
	
30‐Nov‐14
	
EuroDNS

	
casualmale.net
	
CMRG Apparel, LLC
	
9‐Jun‐15
	
Network Solutions

	
casualmale.nl
	
Casual Male RBT (U.K.) LLC
	
6‐Jul‐15
	
EuroDNS

	
casualmale.org
	
CMRG Apparel, LLC
	
9‐Jun‐15
	
Network Solutions

	
casualmale.us
	
CMRG Apparel, LLC
	
6‐May‐15
	
Network Solutions

	
casualmaleoutlet.com
	
CMRG Apparel
	
28‐Nov‐14
	
Network Solutions

	
casualmaleproxymaterials.com
	
CMRG Apparel, LLC
	
29‐Jul‐15
	
Network Solutions

	
casualmaletv.com
	
CMRG Apparel, LLC
	
10‐Jul‐15
	
Network Solutions

	
casualmalexl.ca
	
Casual Male Canada Inc.
	
21‐Aug‐15
	
CADNS

	
casualmalexl.co.uk
	
Casual Male RBT (U.K.) LLC
	
28‐Jun‐15
	
Network Solutions

	
casualmalexl.com
	
CMRG Apparel, LLC
	
14‐Jul‐15
	
Network Solutions

	
casualmalexl.de
	
Casual Male RBT (U.K.) LLC
	
28‐Jun‐16
	
Network Solutions

	
casualmalexl.es
	
Casual Male RBT (U.K.) LLC
	
3‐Jul‐15
	
EuroDNS

	
casualmalexl.eu
	
Casual Male RBT (U.K.) LLC
	
7‐Nov‐15
	
Network Solutions

	
casualmalexl.gr
	
Casual Male RBT (U.K.) LLC
	
20‐Dec‐15
	
EuroDNS

	
casualmalexl.it
	
Casual Male RBT (U.K.) LLC
	
6‐Jul‐15
	
EuroDNS

	
casualmalexl.lt
	
Casual Male RBT (U.K.) LLC
	
14‐Dec‐14
	
EuroDNS

	
casualmalexl.nl
	
Casual Male RBT (U.K.) LLC
	
3‐Jul‐15
	
EuroDNS

	
casualmalexl.xxx
	
CMRG Apparel
	
29‐Dec‐14
	
Network Solutions

	
casualmalexlcoupons.com
	
CMRG Apparel, LLC
	
24‐Jan‐15
	
Network Solutions

	
casualmalexlsucks.com
	
CMRG Apparel, LLC
	
20‐Feb‐15
	
Network Solutions

	
casualmalexltv.com
	
CMRG Apparel, LLC
	
16‐May‐15
	
Network Solutions

	
chairsxl.com
	
CMRG Apparel, LLC
	
21‐Jan‐15
	
Network Solutions




 




 


	
cmal.com
	
CMRG Apparel, LLC
	
17‐May‐15
	
Network Solutions

	
cmale.com
	
CMRG Apparel, LLC
	
12‐May‐15
	
Network Solutions

	
cmrginc.com
	
CMRG Apparel, LLC
	
22‐Aug‐15
	
Network Solutions

	
cmxl.com
	
CMRG Apparel
	
12‐Dec‐14
	
Network Solutions

	
designsinc.com
	
CMRG Apparel, LLC
	
18‐May‐15
	
Network Solutions

	
destinationxl.at
	
Casual Male RBT (U.K.) LLC
	
15‐Aug‐15
	
EuroDNS

	
destinationxl.be
	
Casual Male RBT (U.K.) LLC
	
14‐Aug‐15
	
EuroDNS

	
destinationxl.biz
	
CMRG Apparel, LLC
	
11‐Sep‐15
	
Network Solutions

	
destinationxl.ca
	
Casual Male Canada Inc.
	
22‐Aug‐15
	
CADNS

	
destinationxl.ch
	
Casual Male RBT (U.K.) LLC
	
29‐Aug‐15
	
EuroDNS

	
destinationxl.co.ee
	
Casual Male RBT (U.K.) LLC
	
17‐Aug‐15
	
EuroDNS

	
destinationxl.co.uk
	
Casual Male RBT (U.K.) LLC
	
29‐May‐15
	
Network Solutions

	
destinationxl.com
	
CMRG Apparel, LLC
	
29‐May‐16
	
Network Solutions

	
destination‐xl.com
	
Destination XL Group, Inc.
	
13‐Jun‐15
	
MYDOMAIN

	
destinationxl.com.pl
	
Casual Male RBT (U.K.) LLC
	
17‐Aug‐15
	
EuroDNS

	
destinationxl.cz
	
Casual Male RBT (U.K.) LLC
	
11‐Aug‐15
	
EuroDNS

	
destinationxl.de
	
Casual Male RBT (U.K.) LLC
	
9‐Aug‐15
	
EuroDNS

	
destinationxl.dk
	
Casual Male RBT (U.K.) LLC
	
25‐Aug‐15
	
EuroDNS

	
destinationxl.es
	
Casual Male RBT (U.K.) LLC
	
9‐Aug‐15
	
EuroDNS

	
destinationxl.eu
	
Casual Male RBT (U.K.) LLC
	
29‐May‐15
	
Network Solutions

	
destinationxl.fr
	
CMRG Apparel
	
9‐Sep‐14
	
IPTWINS

	
destinationxl.gr
	
Casual Male RBT (U.K.) LLC
	
17‐Aug‐16
	
EuroDNS

	
destinationxl.hu
	
Casual Male RBT (U.K.) LLC
	
30‐Aug‐15
	
EuroDNS

	
destinationxl.it
	
Casual Male RBT (U.K.) LLC
	
21‐Aug‐15
	
EuroDNS

	
destinationxl.lt
	
Casual Male RBT (U.K.) LLC
	
7‐Aug‐15
	
EuroDNS

	
destinationxl.lv
	
Casual Male RBT (U.K.) LLC
	
6‐Aug‐15
	
EuroDNS

	
destinationxl.nl
	
Casual Male RBT (U.K.) LLC
	
12‐Aug‐15
	
EuroDNS

	
destinationxl.pl
	
Casual Male RBT (U.K.) LLC
	
9‐Aug‐15
	
EuroDNS

	
destinationxl.ro
	
Casual Male RBT (U.K.) LLC
	
19‐Aug‐15
	
EuroDNS

	
destinationxl.sa.com
	
CMRG Apparel, LLC
	
20‐Oct‐15
	
Network Solutions

	
destinationxl.se
	
Casual Male RBT (U.K.) LLC
	
22‐Aug‐15
	
EuroDNS

	
destinationxl.sk
	
Casual Male RBT (U.K.) LLC
	
11‐Aug‐15
	
EuroDNS

	
destinationxl.xxx
	
CMRG Apparel, LLC
	
29‐Dec‐14
	
Network Solutions

	
destinationxlcoupons.com
	
CMRG Apparel, LLC
	
24‐Jan‐15
	
Network Solutions

	
destinationxlsucks.com
	
CMRG Apparel, LLC
	
20‐Feb‐15
	
Network Solutions

	
dxl.eu
	
Casual Male RBT (U.K.) LLC
	
28‐Jun‐16
	
EuroDNS

	
dxlg.com
	
CMRG Apparel, LLC
	
29‐Jun‐16
	
GoDaddy

	
dxlgroup.com
	
CMRG Apparel, LLC
	
29‐Jan‐15
	
Network Solutions

	
dxlgroup.xxx
	
CMRG Apparel, LLC
	
29‐Jan‐15
	
Network Solutions

	
dxlstore.com
	
CMRG Apparel, LLC
	
20‐Sep‐15
	
Network Solutions

	
livingxl.ca
	
Casual Male Canada Inc.
	
21‐Aug‐15
	
CADNS

	
livingxl.co.uk
	
Casual Male RBT (U.K.) LLC
	
28‐Jun‐15
	
Network Solutions

	
livingxl.com
	
CMRG Apparel, LLC
	
10‐Mar‐15
	
Network Solutions

	
livingxl.eu
	
Casual Male RBT (U.K.) LLC
	
26‐Jun‐15
	
Network Solutions

	
livingxl.xxx
	
CMRG Apparel
	
29‐Dec‐14
	
Network Solutions

	
livingxlcoupons.com
	
CMRG Apparel, LLC
	
24‐Jan‐15
	
Network Solutions

	
reppbigandtall.com
	
CMRG Apparel, LLC
	
24‐Jan‐15
	
Network Solutions

	
reppbynet.com
	
CMRG Apparel, LLC
	
15‐Mar‐15
	
Network Solutions

	
rochesterbigandtall.co.uk
	
Casual Male RBT (U.K.) LLC
	
11‐Aug‐15
	
Nominet

	
rochesterbigandtall.com
	
CMRG Apparel, LLC
	
13‐Mar‐15
	
Network Solutions

	
rochesterbigandtall.eu
	
Casual Male RBT (U.K.) LLC
	
7‐Nov‐15
	
Network Solutions

	
rochesterbigandtallclothing.com
	
CMRG Apparel, LLC
	
22‐Feb‐15
	
Network Solutions

	
rochesterbigtall.com
	
CMRG Apparel, LLC
	
1‐May‐15
	
Network Solutions

	
rochesterclothing.ca
	
Casual Male Canada Inc.
	
21‐Aug‐15
	
CADNS

	
rochesterclothing.co.uk
	
Casual Male RBT (U.K.) LLC
	
29‐Jul‐15
	
Nominet

	
rochesterclothing.com
	
CMRG Apparel, LLC
	
25‐Feb‐15
	
Network Solutions




 




 


	
rochesterclothing.de
	
Casual Male RBT (U.K.) LLC
	
28‐Jun‐16
	
Network Solutions

	
rochesterclothing.dk
	
Casual Male RBT (U.K.) LLC
	
25‐Aug‐15
	
EuroDNS

	
rochesterclothing.es
	
Casual Male RBT (U.K.) LLC
	
3‐Jul‐15
	
EuroDNS

	
rochesterclothing.eu
	
Casual Male RBT (U.K.) LLC
	
1‐Jun‐15
	
Network Solutions

	
rochesterclothing.gr
	
Casual Male RBT (U.K.) LLC
	
20‐Dec‐15
	
EuroDNS

	
rochesterclothing.it
	
Casual Male RBT (U.K.) LLC
	
6‐Jul‐15
	
EuroDNS

	
rochesterclothing.lt
	
Casual Male RBT (U.K.) LLC
	
14‐Dec‐15
	
EuroDNS

	
rochesterclothing.net
	
CMRG Apparel, LLC
	
5‐Jul‐17
	
Network Solutions

	
rochesterclothing.nl
	
Casual Male RBT (U.K.) LLC
	
3‐Jul‐15
	
EuroDNS

	
rochesterclothing.xxx
	
CMRG Apparel
	
29‐Dec‐14
	
Network Solutions

	
rochesterclothingcoupons.com
	
CMRG Apparel, LLC
	
24‐Jan‐15
	
Network Solutions

	
rochestersport.com
	
CMRG Apparel, LLC
	
25‐Feb‐15
	
Network Solutions

	
shoesxl.ca
	
Casual Male Canada Inc.
	
21‐Aug‐15
	
CADNS

	
shoesxl.co.uk
	
Casual Male RBT (U.K.) LLC
	
28‐Jun‐15
	
Network Solutions

	
shoesxl.com
	
CMRG Apparel, LLC
	
11‐Dec‐15
	
Network Solutions

	
shoesxl.eu
	
Casual Male RBT (U.K.) LLC
	
26‐Jun‐15
	
Network Solutions

	
shoesxl.xxx
	
CMRG Apparel
	
29‐Dec‐14
	
Network Solutions

	
shoesxlcoupons.com
	
CMRG Apparel, LLC
	
24‐Jan‐15
	
Network Solutions

	
shoexl.com
	
CMRG Apparel
	
12‐Dec‐14
	
Network Solutions

	
shop‐btdirect.com
	
CMRG Apparel, LLC
	
9‐Jan‐15
	
Network Solutions

	
shop‐casualmale.com
	
CMRG Apparel, LLC
	
9‐Jan‐15
	
Network Solutions

	
shop‐destinationxl.com
	
CMRG Apparel, LLC
	
9‐Jan‐15
	
Network Solutions

	
shop‐dxbt.com
	
Destination XL Group, Inc.
	
11‐Aug‐15
	
Network Solutions

	
shop‐livingxl.com
	
CMRG Apparel, LLC
	
9‐Jan‐15
	
Network Solutions

	
shop‐rochesterclothing.com
	
CMRG Apparel, LLC
	
9‐Jan‐15
	
Network Solutions

	
shop‐shoesxl.com
	
CMRG Apparel, LLC
	
9‐Jan‐15
	
Network Solutions

	
shopxl.com
	
CMRG Apparel, LLC
	
16‐Jan‐15
	
Network Solutions

	
supersizedworld.com
	
CMRG Apparel, LLC
	
14‐Feb‐15
	
Network Solutions

	
supersizeworld.com
	
CMRG Apparel, LLC
	
14‐Feb‐15
	
Network Solutions

	
tellcasualmalexl.com
	
CMRG Apparel, LLC
	
13‐Aug‐15
	
Network Solutions

	
telldestinationxl.com
	
CMRG Apparel, LLC
	
3‐Aug‐15
	
Network Solutions

	
telldxl.com
	
CMRG Apparel, LLC
	
25‐Feb‐15
	
Network Solutions

	
tellrochesterclothing.com
	
CMRG Apparel, LLC
	
25‐Feb‐15
	
Network Solutions

	
thinkbig.com
	
CMRG Apparel, LLC
	
19‐Jul‐15
	
Network Solutions

	
thinkbigdirect.com
	
CMRG Apparel, LLC
	
9‐Jun‐15
	
Network Solutions

	
workwearxl.com
	
CMRG Apparel, LLC
	
18‐May‐15
	
Network Solutions

	
xlliving.eu
	
Casual Male RBT (U.K.) LLC
	
31‐Jan‐15
	
Network Solutions

	
xlreward.com
	
Destination XL Group, Inc.
	
20‐Jun‐15
	
Network Solutions

	
xlrewards.com
	
CMRG Apparel, LLC
	
10‐Mar‐15
	
Network Solutions




 

 

 

 




 

EXHIBIT 4.4(b) 

Exceptions to Property Rights

Destination XL Group, Inc., and certain of its subsidiaries (“DXLG”), 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 DXLG but otherwise only with each supplier’s prior consent in each instance.

 

 

 

 




 

EXHIBIT 4.5

LOCATIONS, LEASES AND LANDLORDS

 


							
	
ID OF USE
	
ADDRESS
	
CITY
	
STATE
	
ZIP
	
LANDLORD NAME
	
LANDLORD ADDRESS

	
Store
	
700 Mission St.
	
SAN FRANCISCO
	
CA
	
94103
	
706 MISSION STREET CO LLC
	
MILLENNIUM PARTNERS / ATTN: CFO, 1995 BROADWAY

3RD FL, NEW YORK, NY 10023 United States

	
Store
	
9737 Wilshire Blvd.
	
BEVERLY HILLS
	
CA
	
90212
	
BEVERLY HILLS GATEWAY, LP
	
OFFICE OF THE BUILDING, 9777 WILSHIRE BLVD   SUITE

815, BEVERLY HILLS, CA 90212 United States

	
Store
	
1301 Avenue of the Americas
	
NEW YORK
	
NY
	
10019
	
1301 PROPERTIES OWNER LP
	
c/o PARAMOUNT GROUP, INC, 1633 BROADWAY, SUITE

1801, NEW YORK, NY 10019 United States

	
Store
	
Preston Forest Village 11661 Preston Rd.
	
DALLAS
	
TX
	
75230
	
PFV REALTY III
	
C/O KIMCO REALTY CORPORATION, PO BOX 5020, 3333

NEW HYDE PARK ROAD, NEW HYDE PARK, NY  11042

	
Store
	
1020 CONNECTICUT  AVE. N.W.
	
WASHINGTON
	
DC
	
20036
	
WASHINGTON SQUARE LP,LLP
	
LERNER CORP, MANAGING AGENT/LEGAL, 2000 TOWER

OAKS BLVD., 8TH FL, ROCKVILLE, MD 20852 United States

	
Store
	
90 Brompton Rd. London
	
LONDON
	
UK
	
SW3 1ER
	
SANDROVE BRAHAMS
	
ATTN: TIM DARWALL-SMITH, 126-134 BAKER STREET,

LONDON, UK W1U 6SH

	
Store
	
Loehmans Fashion Island 18801-a BiscayneBlvd.
	
AVENTURA
	
FL
	
33180
	
PRUDENTIAL INSURANCE CO. OFAMERICA
	
SEC COMMERCIAL REALTY GROUP, INC, 7284 W.

PALMETTO PARK RD. STE 210S, BOCA RATON, FL 33433-

	
Store
	
1625 NORTHern Boulevard
	
Manhasset
	
NY
	
11030
	
G&M BAHAR CORP
	
BAHAR CORP, 108-18 QUEENS BLVD, SUITE 705,

FOREST HILLS, NY 11375 United States

	
Store
	
2301 Glades Road
	
Boca Raton
	
FL
	
33434
	
GLADES-BUTTS ASSOCIATES, LTD
	
SCHMIER & FEURRING PROPERTIES, INC. C/O, 2200

BUTTS RD., SUITE 300, BOCA RATON, FL 33431

	
Home Office- DC
	
555 Turnpike Street
	
CANTON
	
MA
	
02021
	
SPIRIT SPE CANTON  LLC
	
14631 N. SCOTTSDALE ROAD  STE. 200, ATTN:

COMPLIANCE DEPARTMENT, SCOTTSDALE, AZ 85254-

	
Store
	
113 E. CHICAGO AVENUE
	
CHICAGO
	
IL
	
60611
	
PONTE GADEA CHICAGO, LLC
	
PONTE GADEA GROUP,

270 BISCAYNE BOULEVARD WAY, SUITE 201, MIAMI FL

	
Store
	
3157 Peachtree Road, NE
	
ATLANTA
	
GA
	
30305
	
GEORGE E. MAYER & OSBOURNEFAMILY ENTERPIRSES LLLP
	
PO BOX 2006,

HIGHLANDS, NC 28741

	
Store
	
9702 QUIVIRA ROAD
	
LENEXA (OVERLANDPARK)
	
KS
	
66215
	
BROADWAY PLAZA PARTNERS, LLC
	
PROPERTY MANAGER, BLOCK & COMPANY, INC,

605 WEST 47TH STREET, SUITE 200, KANSAS CITY, MO

	
Store
	
Rivertree Court 701 N. Milwaukee Ave
	
VERNON HILLS
	
IL
	
60061
	
RIVERTREE AT VERNON HILLS, LLC
	
PO BOX 232

HIGHLAND PARK, IL 60035

	
Store
	
1113 KENNEY CENTER
	
COLUMBUS
	
OH
	
43220
	
SCHOTTENSTEIN PROPERTY GROUP
	
ATTN: SALES REPORTING, 4300 E. FIFTH AVENUE,

COLUMBUS, OH 43219

	
Store
	
847 SOUTH WHITE STATION ROAD
	
MEMPHIS
	
TN
	
38117
	
EASTGATE CENTER, LLC
	
c/oARROW OPERATING MANAGER, LLC, 8343 DOUGLAS

AVE., SUITE 300, DALLAS, TX 75225

	
Store
	
1026 SOUTH BRENTWOOD BLVD
	
RICHMOND HEIGHTS
	
MO
	
63117
	
WAGNER ENTERPRISES, LLC
	
4604 SE 20TH PL, CAPE CORAL, FL 33904

	
Store
	
26300 SOUTHfield Rd
	
Lathrup Village
	
MI
	
48076
	
26300 INVESTMENTS LP
	
TERESA KARLAVAGE, 41000 WOODWARD AVE, SUITE

120 EAST,

	
Store
	
FAIRLANE GREEN 3480 FAIRLANEDRIVE
	
ALLEN PARK
	
MI
	
48101
	
FAIRLANE ALLEN PARK MI, LLC
	
c/o LORMAX STERN DEVELOPMENT CO, 3755 DALY

ROAD,

	
Store
	
43263 CRESCENT BOULEVARD
	
NOVI
	
MI
	
48375
	
NOVI TOWN CENTER INVESTORSLLC
	
10 STATE HOUSE SQUARE, 15TH FLOOR,

HARTFORD, CT 06103-3604 United States

	
Store
	
13967 Lakeside Circle
	
Sterling Heights
	
MI
	
48313
	
LAKESIDE RETAIL CENTER, LLC
	
34355 GLOUSTER CIRCLE,

FARMINGTON HILLS, MI 48331 United States

	
Store
	
540 US Highway 46
	
TOTOWA
	
NJ
	
07512
	
ABLAR ASSOCIATES, LLC
	
3101 SOUTH OCEAN DRIVE, UNIT 3505,

HOLLYWOOD, FL 33019 United States




 




 


	
Store
	
236 LAFAYETTE ROAD
	
MENLO PARK
	
NJ
	
08837
	
MILLED FAMILY 

LIMITEDPARTNERSHIP
	
499 ERNSTON ROAD, PO BOX 741,

PARLIN, NJ 08859 United States

	
Store
	
11503-A ROCKVILLE PIKE
	
ROCKVILLE
	
MD
	
20852
	
11503 ROCKVILLE PIKE LLC
	
c/o SAUL HOLDINGS LP, 7501 WISCONSIN AVE, SUITE

1500 EAST,

	
Store
	
1725 NORTH TOWN EASTBOULEVARD
	
MESQUITE
	
TX
	
75150
	
MESQUITE EMPORIUM, LP
	
QUINE & ASSOCIATES, INC, PO BOX 833009,

RICHARDSON, TX 75083-3009 United States

	
Store
	
5393 Westheimer Road
	
HOUSTON
	
TX
	
77056
	
UPTOWN JOINT VENTURE
	
4500 BISSONNET, SUITE 300,

BELLAIRE,, TX 77401 United States

	
Store
	
4100 SOUTH COOPER STREET
	
ARLINGTON
	
TX
	
76015
	
C-III, ARLINGTON, TC
	
ROBERT LYNN MANAGEMENT, NAI ROBERT LYNN, 4851

LBJ FREEWAY,SUITE 1000, DALLAS, TX 75244

	
Store
	
1004 WEST VALLEY PARKWAY  UNIT23
	
ESCONDIDO
	
CA
	
92025
	
PLAZA LAS PALMAS LLC
	
JAMES CRONE & ASSOCIATES, INC,

555 ENTERPRISE STREET, ESCONDIDO, CA 92029

	
Store
	
Nordhoff Plaza, 19422 NORDOFFSTREET
	
NORTHRIDGE
	
CA
	
91324
	
19420 NORDOFF LLC
	
KIRSH KOHN & BRIDGE, LLP, 15910 VENTURA BLVD

SUITE 1100, ENCINO, CA 91436

	
Store
	
Dobbin Center 6435 Dobbin Road, Unit 26
	
COLUMBIA
	
MD
	
21045
	
DOBBIN ROAD VENTURE, LLC
	
C/O ROSENTHAL PROPERTIES, LLC, 1945 OLD GALLOWS

ROAD, SUITE 300, VIENNA, VA 22182

	
Store
	
800 BALD HILL RD
	
WARWICK
	
RI
	
02886
	
AIRPOST ASSOCIATES, LLC
	
JAN COMPANIES, 35 SOCKANOSSET CROSS RD,

CRANSTON, RI 02920 United States

	
Store
	
21 FAUNCE CORNER RD
	
N DARTMOUTH
	
MA
	
02747
	
R&D MANAGEMENT CORPORATION
	
810 SEVENTH AVE 10TH FLOOR,

NEW YORK, NY 10019 United States

	
Store
	
440 MIDDLESEX RD SPACE D-8
	
TYNGSBORO
	
MA
	
01879
	
USB, NA AS TRUSTEE FOR BSCMS2007-PWR17
	
ONE BURINGTON WOODS DRIVE,

BURLINGTON, MA 01803 United States

	
Store
	
8735 S CICERO AVE
	
HOMETOWN
	
IL
	
60456
	
2300 W. ST. PAUL, LLC & VISIONEQUITY GROUP, LLC
	
KASS MANAGEMENT SERVICES, INC, 2000 N RACINE,

SUITE 4400, CHICAGO, IL 60614 United States

	
Store
	
17  W180 22nd St.
	
OAKBROOK TERRACE
	
IL
	
60181
	
ROSSI REAL ESTATE CORP
	
1015 BUTTERFIELD ROAD,

DOWNERS GROVE, IL 60515 United States

	
Store
	
12233 Jefferson Avenue Space 5 & 6
	
NEWPORT NEWS
	
VA
	
23602
	
BRE RETAIL RESIDUAL OWNER 1LLC
	
OFFICE OF GENERAL COUNSEL, BRIXMOR PROPERTY

GROUP, 420 LEXINGTON AVE 7TH FLOOR, NEW YORK,

	
Store
	
723 US 1 SUITE 723 C
	
INDIANAPOLIS(GREENWOOD)
	
IN
	
46142
	
GREENDALE, LLC
	
9333 N. MARIDIAN STREET, SUITE 275,

INDIANAPOLIS, IN 46260 United States

	
Store
	
1228-1230 NIAGARA FALLS BLVD
	
TONAWANDA
	
NY
	
14150
	
MARVIN GARDENS PLAZA
	
MJ PETERSON REAL ESTATE, 501 JOHN JAMES

AUDUBON PARKWAY, WEST AMHERST, NY 14228

	
Store
	
1005 BOWER STREET PARKWAY
	
COLUMBIA
	
SC
	
29212
	
DDRTC COLUMBIANA STATION ILLC
	
3300 ENTERPRISE PARKWAY,

BEACHWOOD, OH 44122 United States

	
Store
	
NORTHWOODS MARKET PLACE 7620RIVERS AVE UNIT 120
	
N. CHARLESTON
	
SC
	
29406
	
ARC NWNCHS001,LLC
	
LINCOLN HARRIS LLC, 126 SEVEN FARMS DRIVE, SUITE

160,

	
Store
	
1410 WASHINGTON ST HANOVER SC
	
HANOVER
	
MA
	
02339
	
DOUGLAS T. & STEVEN J. SHER LLCAND ZFT LLC
	
MARTIN E. SHER, 3589 LAKEVIEW DRIVE,

DELRAY BEACH, FL 33445 United States

	
Store
	
223-227 MEMORIAL AVE
	
W SPRINGFIELD
	
MA
	
01089
	
CIC REALTY TRUST
	
73 STATE STREET,

SPRINGFIELD, MA 01103 United States

	
Store
	
Tanger Outlets 4000 Arrowhead Boulevard,Suite 874
	
MEBANE
	
NC
	
27302
	
TANGER PROPERTIES LP
	
dba TANGER PIEDMONT, LLC, 3200 NORTHLINE AVE,

SUITE 360,

	
Store
	
110 WOLF RD
	
ALBANY
	
NY
	
12205
	
WILLARD ANDERSON PROPERTIES
	
125 WOLF ROAD,

ALBANY, NY 12205 United States

	
Store
	
4630 Factory Stores Blvd., Suite A185
	
MYRTLE BEACH
	
SC
	
29579
	
COROC/MYRTLE BEACH LLC
	
LEASE ID#002685, 3200 NORTHLINE AVE, SUITE 360,

GREENSBORO, NC 27408 United States

	
Store
	
MAY CROSSING 5401 N. MAY AVENUESUITE 700
	
OKLAHOMA CITY
	
OK
	
73112
	
HP OKC MAY PARTNERS, LP
	
8235 DOUGLAS AVE, SUITE 1300,

DALLAS, TX 75225 United States

	
Store
	
2021 GALLATIN PIKE N STE 276
	
MADISON (NASHVILLE)
	
TN
	
37115
	
GALLERY LLC
	
RASKIN HOLDINGS, LLC,

103 CONTINENTAL PLACE, SUITE 110,




 




 


	
Store
	
13289 WORTH AVENUE
	
WOODBRIDGE
	
VA
	
22192
	
KIR SMOKETOWN STATION 

L.P.(MID-ATLANTIC REGION)
	
KIMCO REALTY CORP, 1954 GREENSPRING DRIVE, SUITE

330,

	
Store
	
DEDHAM MARKETPLACE 735PROVIDENCE HWY
	
DEDHAM
	
MA
	
02026
	
FEDERAL REALTY INVESTMENTTRUST
	
ATTN: LEGAL DEPARTMENT, 1626 EAST JEFFERSON

STREET,

	
Store
	
242 ANDOVER STREET
	
PEABODY
	
MA
	
01960
	
LIBERTY TREE AUDIO, INC
	
PETER REAM,

148 BRIDGE STREET, MANCHESTER, MA 01944

	
Store
	
Fashion Outlets 1630 MILITARY RD
	
NIAGARA FALLS
	
NY
	
14304
	
MACERICH NIAGARA LLC
	
c/o THE MACERICH CO./ATTN: LEGAL DEPT, 401

WILSHIRE BLVD., SUITE 700,

	
Store
	
2217A E 80TH AVE
	
MERRILLVILLE
	
IN
	
46410
	
CROSSINGS AT HOBART-I, LLC
	
SCHOTTENSTEIN PROPERTY GRP/LEASE ADM, 4300 E.

FIFTH AVE,

	
Store
	
5728 INTERNATIONAL DR
	
ORLANDO
	
FL
	
32819
	
INTERNATIONAL SHOPPES, LLC
	
PO BOX 729

WINDERMERE, FL 34786-0729

	
Store
	
951 WEST JEFFERSON RD
	
ROCHESTER(HENRIETTA)
	
NY
	
14623
	
REED PROPERTY COMPANY
	
GREENSTATE PROPERTIES,

2430 NORTH TRIPHAMMER ROAD, PO BOX 3808

	
Store
	
1501 BOSTON POST RD
	
MILFORD
	
CT
	
06460
	
SHEMITZ ASSOCIATES LP
	
598 PROSPECT STREET,

NEW HAVEN, CT 06511 United States

	
Store
	
3806-A HIGH POINT RD
	
GREENSBORO
	
NC
	
27407
	
ED KELLEY PLAZA ASSOCIATES
	
102 W. THIRD STREET, SUITE 470,

WINSTON SALEM, NC 27107 United States

	
Store
	
Town Center Station 116 S. IndependenceBlvd
	
Virginia Beach
	
VA
	
23462
	
OUTLET MALL PROPERTIES, LC
	
1080 LASKIN  ROAD #103,

VIRGINIA BEACH, VA 23451 United States

	
Store
	
450 NORTH State Rt. 17
	
PARAMUS
	
NJ
	
07652
	
PARAMUS ROLLER SKATING ARENA,INC
	
450 RIVER DRIVE,

GARFIELD, NJ 07026 United States

	
Store
	
2456 US HWY 22
	
UNION
	
NJ
	
07083
	
ISLAND HOME CENTER, INC.
	
C/O JAMES NOSTE, 2456-C ROUTE 22, 2ND FLOOR,

UNION, NJ  07083

	
Store
	
Rosedale Commons Shopping Center 2480Fairview Ave. N, Space 145
	
ROSEVILLE
	
MN
	
55113
	
ROSEDALE COMMONS, LP
	
DBA COLLIERS INT/MINNEAPOLIS ST. PAUL, 4350

BAKER RD., SUITE 400,

	
Store
	
4751 S 76TH ST KOPP SHOP CTR
	
GREENFIELD
	
WI
	
53220
	
4739 S. 76TH LLC
	
ELSA'S ON THE PARK, 833 NORTH JEFFERSON STREET,

MILWAUKEE, WI 53202 United States

	
Store
	
346 S BROADWAY
	
SALEM
	
NH
	
03079
	
DOROTHY M. DI ORIO
	
24 GORDAN MOUNTAIN ROAD,

WINDHAM, NH 03087 United States

	
Store
	
SMITH GROVE SHOPPING CENTER 137ALEXANDER AVENUE SPACE 5 & 6
	
LAKE GROVE(CENTEREACH)
	
NY
	
11755
	
CONDAN ENTERPRISES LLC
	
PAUL A BREGMAN,

255 EXECUTIVE DRIVE, SUITE 302,

	
Store
	
BLUEMOUND CENTER 17445 W.BLUEMOUND ROAD
	
BROOKFIELD
	
WI
	
53045
	
JUDGE ENTERPRISES, LLC
	
C/O RICHTER REALTY & INVESTMENT, INC, 18650 W.

CORPORATE DRIVE, SUITE 103,

	
Store
	
91 MIDDLESEX TURNPIKE
	
BURLINGTON
	
MA
	
01803
	
HERITAGE BURLINGTON  SQUARELLC
	
CENTRO PROPERTIES GROUP, 420 LEXINGTON AVE 7TH

FL,

	
Store
	
BEY LEA PLZ 1232 HOOPER AVE
	
TOM'S RIVER
	
NJ
	
08753
	
BEY LEA JOINT VENTURE
	
CLAUDE T. CHANDONNET, PRESIDENT & CEO,

MARX REALTY & IMPROVEMENT CO., INC., 708 THIRD

	
Store
	
BONAVENTURE SHOPPING CENTER1501 PLYMOUTH ROAD
	
MINNETONKA
	
MN
	
55305
	
CSM BONAVENTURE LIMITEDPARTNERSHIP, LLP
	
DBA BONAVENTURE SC A/K/A BONAVENTURE, 500

WASHINGTON AVE SO, SUITE 3000,

	
Store
	
Prime Outlets@Pleasant Prarie 11601 108thSt #528
	
Pleasant Prarie
	
WI
	
53158
	
PRIME OUTLETS AT PLEASANTPRAIRIE LLC
	
PREMIUN OUTLETS,

C/O SIMON PROPERTY GROUP, INC, 225 WEST

	
Store
	
38 Rockland Pl. Sp. 24
	
NANUET
	
NY
	
10954
	
CENTRO NP HOLDINGS 11 SPE, LLC
	
420 LEXINGTON AVE, 7TH FLOOR,

NEW YORK, NY 10170 United States

	
Store
	
INDIAN RIDGE SC 5776 GRAPE RD
	
MISHAWAKA
	
IN
	
46545
	
CHASE PROPERTIES LTD
	
3333 RICHMOND ROAD, SUITE 320,

BEACHWOOD, OH 44122 United States

	
Store
	
2369 CENTRAL PARK  AVENUE
	
YONKERS
	
NY
	
10710
	
B.T.M.I. LTD
	
1045 FIFTH AVE, SIXTH FLOOR,

NEW YORK, NY 10028 United States

	
Store
	
3576 WASHTENAW AVE
	
ANN ARBOR
	
MI
	
48104
	
WASHTENHAW COMMONS, LLC
	
4036 TELEGRAPH ROAD, SUITE 201,

BLOOMFIELD HILLS, MI 48302 United States




 




 


	
Store
	
2472 FLATBUSH AVE
	
BROOKLYN
	
NY
	
11234
	
AAC FLATBUSH RETAIL OWNER, LLC
	
150 EAST 58TH STREET, 39TH FLOOR,

NEW YORK, NY 10155 United States

	
Store
	
The Court at Oxford Valley, 625 CommerceBoulevard
	
Fairless Hills
	
PA
	
19030
	
OXFORD VALLEY ROADASSOCIATES, LP
	
C/O THE GOLDENBERG GROUP, INC, 350 SENTRY

PARKWAY, BLDG 630,STE 300,

	
Store
	
4626 GREAT NORTHERN BOULEVARD
	
N OLMSTED
	
OH
	
44070
	
B&G PROPERTIES LP
	
26565 MILES ROAD  SUITE #200,

WARRENSVILLE HEIGHTS, OH 44128 United States

	
Store
	
5295 Hickory Hollow Parkway
	
ANTIOCH
	
TN
	
37013
	
URBAN RETAIL PROPERTIES.LC
	
11700 PRINCETON PIKE,

CINCINNATI, OH 45246 United States

	
Store
	
8303 E. KELLOGG DRIVE
	
WICHITA
	
KS
	
67207
	
TMC EASTGATE, LLC
	
1707 N. WATERFRONT PARKWAY,

WICHITA, KS 67206 United States

	
Store
	
4434 BAY RD
	
SAGINAW
	
MI
	
48603
	
LYNN KIRK TRUSTEE
	
FOR PETER ANDREW KIRK, 1524 1/2 STATE STREET,

SANTA BARBARA, CA 93101-2514 United States

	
Store
	
CHESAPEAKE SQUARE 6718-ERITCHIE HIGHWAY
	
GLEN BURNIE
	
MD
	
21061
	
CHESAPEAKE ASSOCIATES &CHESAPEAKE GB, LLC
	
C/O FEDDER MANAGEMENT CORP, 10096 RED RUN

BLVD.-SUITE 300, OWINGS MILLS, MD 21117

	
Store
	
23007 EUREKA RD.
	
TAYLOR
	
MI
	
48180
	
SOUTH PLAZA COMPANY, LLC
	
DR. WILLIAM A ATHENS, 19545 PARKE LANE,

GROSSE ILE, MI 48138 United States

	
Store
	
101 S 48TH SUITE 4
	
LINCOLN
	
NE
	
68510
	
TAYLOR ENTERPRISES, INC.
	
BOX 5711 STATION C,

LINCOLN, NE 68505 United States

	
Store
	
BELDEN WHIPPLE CTR 5106 WHIPPLEHIGHWAY
	
CANTON
	
OH
	
44718
	
DeVILLE DEVELOPMENTS LLC
	
3951 CONVENIENCE CIRCLE NW, SUITE 301,

CANTON, OH 44718 United States

	
Store
	
4385 MILLER ROAD
	
FLINT
	
MI
	
48507
	
CSB ENTERPRISES, LLC
	
28833 TELEGRAPH ROAD,

SOUTHFIELD, MI 48034 United States

	
Store
	
220 BALTIMORE PIKE
	
SPRINGFIELD
	
PA
	
19064
	
COLLIERS INTERNATIONAL
	
TEN PENN CENTER, 1801 MARKET STREET, SUITE 550,

PHILADELPHIA, PA 19103 United States

	
Store
	
7565 GREENBELT RD SPACE 205
	
GREENBELT
	
MD
	
20770
	
COMBINED PROPERTIES, INC
	
1025 THOMAS JEFFERSON STREET NW, SUITE 700 EAST,

WASHINGTON, DC 20007-5201 United States

	
Store
	
1492 RTE 9
	
LAKE GEORGE
	
NY
	
12845
	
GORDON DEVELOPMENT CO, LLC
	
50 STATE STREET,6TH FL,

ALBANY, NY 12207 United States

	
Store
	
ST CLAIR SQUARE 315 ST CLAIRSQUARE 315
	
FAIRVIEW HEIGHTS
	
IL
	
62208
	
ST. CLAIR SQUARE SPE, LLC
	
#LDXLMEN0, 2030 HAMILTON PLACE BLVD, SUITE 500,

CHATTANOOGA, TN 37421-6000

	
Store
	
2713 TEASTER LANE
	
PIGEON FORGE
	
TN
	
37863
	
PIGEON RIVER CROSSINGS, LLC
	
3928 MALONEY RD,

KNOXVILLE, TN 37920 United States

	
Store
	
611 N. 98th STREET
	
OMAHA
	
NE
	
68114
	
CLOCKTOWER SHOPPING CENTERLP
	
THE LUND COMPANY, 450 REGENCY PARKWAY, SUITE

220,

	
Store
	
1359 N LARKIN ST
	
JOLIET
	
IL
	
60435
	
CREATIVITY CIRCLE, INC
	
MATANKY REALTY GROUP C/O, 200 N. LaSALLE ST.,

SUITE 2350,

	
Store
	
3256 BRUNSWICK PIKE
	
LAWRENCEVILLE
	
NJ
	
08648
	
LAWRENCE REALTY CO
	
ARTHUR ALLEN, 2319 FIRST AVENUE, ROOM #206,

SEATTLE, WA 98121 United States

	
Store
	
4755 NORTHFIELD RD
	
N RANDALL
	
OH
	
44128
	
BERTRAM LEFKOWICH
	
C/O MOTOR COURT CO., 24500 CHAGRIN BLVD  SUITE

120,

	
Store
	
5212 MONROE ST SUITE B
	
TOLEDO
	
OH
	
43623
	
WONG PROPERTIES, INC
	
PO BOX 5580,

TOLEDO, OH 43613 United States

	
Store
	
Keystone Place, 6815 Peach Street, Space A-13
	
ERIE
	
PA
	
16509
	
BALDWIN/RUBINO ASSOCIATES
	
BALDWIN BROTHERS, INC, 2540 VILLAGE COMMON

DRIVE,

	
Store
	
1407 N VETERANS PKWY
	
BLOOMINGTON
	
IL
	
61704
	
LAKEWOOD PLAZA INVESTORS LLC
	
NAI HARDING DAHM,

111 EAST LUDWIG ROAD, SUITE 101, PO BOX 8398

	
Store
	
4724 W LINCOLN HIGHWAY
	
MATTESON
	
IL
	
60443
	
EDGEMARK ASSET MANAGEMENTLLC
	
ROSE PLAZA, 2215 YORK ROAD SUITE 503,

OAKBROOK, IL 60523 United States

	
Store
	
OUTLET MALL OF KITTERY 8 DEXTERLANE
	
KITTERY
	
ME
	
03904
	
BRADFORD REALTY TRUST
	
529 ROUTE 1, SUITE 101,

YORK, ME 03909 United States




 




 


	
Store
	
3931 28TH ST SE
	
GRAND RAPIDS
	
MI
	
49512
	
EAST PARIS SHOPPES
	
THE BROADBENT COMPANY, 117 EAST WASHINGTON

ST/. SUITE 300, INDIANAPOLIS, IN 46204

	
Store
	
2450 WABASH SPACE 101
	
SPRINGFIELD
	
IL
	
62704
	
KMART STORES OF ILLINOIS, LLC
	
c/oSEARS HOLDING CORP REF#3241/34216, 3333

BEVERLY ROAD,

	
Store
	
NORTH HILLS VILLAGE 4801MCNIGHT RD 91-B
	
PITTSBURGH (NORTHHILLS)
	
PA
	
15237
	
IRA J. GUMBERG, TRUSTEE
	
J.J. GUMBERG CO., BRINTON EXECUTIVE CENTER, 1051

BRINTON ROAD, PITTSBURGH, PA 15221-4599

	
Store
	
1869 Dixwell Avenue
	
HAMDEN
	
CT
	
06514
	
CW PARKWAY PLAZA LLC
	
BRIXMORE PROPERTY GROUP, 420 LEXINGTON AVE.,

7TH FL,

	
Store
	
1955 SOUTH ROAD
	
POUGHKEEPSIE
	
NY
	
12601
	
KEMPNER CORPORATION
	
257 MAMARONECK AVE,

WHITE PLAINS, NY 10605 United States

	
Store
	
1216 S UNIVERSITY AVE
	
LITTLE ROCK
	
AR
	
72204
	
BOYLE REALTY CO
	
6705 WEST 12TH ST. #2,

LITTLE ROCK, AR 72204 United States

	
Store
	
5743 SOUTH  WESTNEDGE AVE
	
PORTAGE
	
MI
	
49002
	
JAYESH C. SHARMA
	
6804 VERONICA STREET,

KALAMAZOO, MI 49009 United States

	
Store
	
TRIANGLE PLZ 677H KIDDER ST
	
WILKES BARRE
	
PA
	
18702
	
W.B. PROPERTIES, L.P.
	
FIRST CAPITAL REALTY, INC, 505 W. GERMAN TOWN

PIKE, SUITE 200, PLYMOUTH MEETING, PA 19462

	
Store
	
8801 UNIVERSITY AVE
	
CLIVE
	
IA
	
50325
	
UNIVERSITY PARK IMPROVEMENT,LLC
	
DLC MANAGEMENT CORP, PO BOX 7053,

YONKERS, NY 10710 United States

	
Store
	
3832 WILLIAM PENN HWY
	
MONROEVILLE
	
PA
	
15146
	
DDK REAL ESTATE PARTNERSHIP,LP
	
317 MAPLE AVE,

PITTSBURGH, PA 15218 United States

	
Store
	
109 FEDERAL ROAD
	
DANBURY
	
CT
	
06811
	
109 FEDERAL ROAD LLC
	
C/O SCALZO PROPERTY MANAGEMENT, INC, 2 STONY

HILL ROAD, SUITE 201, BETHEL, CT 06801

	
Store
	
35 S WILLOWDALE DR BOX 807
	
LANCASTER
	
PA
	
17602
	
ROCKVALE OUTLET CENTER
	
dba ROCKVALE SQUARE OUTLETS, 35 SOUTH

WILLOWDALE DR., STE 127, LANCASTER, PA 17602

	
Store
	
3500 W 41ST ST
	
SIOUX FALLS
	
SD
	
57106
	
NWE MANAGEMENT CO.
	
c/o HEGG COMPANIES, INC., 1300 W. 57TH STREET,

SIOUX FALLS, SD 57108 United States

	
Store
	
2400 OUTLET CENTER DRIVE SPACE450
	
SMITHFIELD
	
NC
	
27577
	
CPG FINANCE I LLC
	
PREMIUM OUTLETS, SIMON PROPERTY GROUP, INC, 225

WEST WASHINGTON STREET, INDIANAPOLIS, IN 46204

	
Store
	
4340 13TH AVE SW
	
FARGO
	
ND
	
58103
	
HALLMARK VILLAGE APTS
	
SCHOTTENSTEIN PROPERTY GROUP, 1798 FREBIS

AVENUE,

	
Store
	
30160 GRATIOT AVE
	
ROSEVILLE
	
MI
	
48066
	
GRIDIRON PROPERTIES COMPANY
	
370 EAST MAPLE ROAD, FOURTH FLOOR,

BIRMINGHAM, MI 48009 United States

	
Store
	
152 GLEN COVE RD
	
CARLE PLACE
	
NY
	
11514
	
MURRAY H. MILLER MANAGEMENTCOMPANY
	
143 OLD COUNTRY ROAD,

CARLE PLACE, NY 11514 United States

	
Store
	
L&L FERRY CRSSNG. 4016 LEMAYFERRY RD.
	
ST LOUIS
	
MO
	
63129
	
CHOI AND LEE INVESTMENTS, LLC
	
14196 MANCHESTER ROAD,

BALLWIN, MO 63011 United States

	
Store
	
4083 Veterans Memorial Parkway
	
ST PETERS
	
MO
	
63376
	
HOFGRIT, LC
	
727 CRAIG ROAD, SUITE 100,

ST. LOUIS, MO 63141 United States

	
Store
	
220 MAINE MALL RD
	
S PORTLAND
	
ME
	
04106
	
GMG, LLC
	
 

220 MAINE MALL ROAD, SOUTH PORTLAND, ME 04106

	
Store
	
5736 SILVER HILL RD
	
DISTRICT HEIGHTS
	
MD
	
20747
	
PENN STATION IMPROVEMENTS,LLC
	
DLC MANAGEMENT CORP,

580 WHITE PLAINS ROAD, TARRYTOWN, NY 10591

	
Store
	
5205 CAMPBELLS RUN ROAD
	
PITTSBURGH
	
PA
	
15205
	
CAMPBELLS RUN REALTYCORPORATION
	
12 GRANDVIEW CIRCLE,

CANONSBURG, PA 15317 United States

	
Store
	
8228 E 61ST ST SUITE 101
	
TULSA
	
OK
	
74133
	
DIXON REAL ESTATE COMPANY
	
4870 S. LEWIS, SUITE 200,

TULSA, OK 74105 United States

	
Store
	
1530 N GREEN RIVER RD BLDG A
	
EVANSVILLE
	
IN
	
47715
	
PHILLIPS EDISON & CO
	
R. MARK ADDY, COO / PELP PROPERTIES, 11501

NORTHLAKE DRIVE, CINCINNATI, OH 45242

	
Store
	
HAMILTON CORNER 2107GUNBARREL ROAD SUITE 105
	
CHATTANOOGA
	
TN
	
37421
	
HAMILTON CORNER CMBS GENERALPARTNERSHIP
	
LEASE #LDXLMEN0, 2030 HAMILTON PLACE BLVD,

SUITE 500, CHATTANOOGA, TN 37421-6000




 




 


	
Store
	
6898 SOUTHWEST FREEWAY
	
HOUSTON
	
TX
	
77074
	
PHCG INVESTMENTS
	
P.O. BOX 41567,

HOUSTON, TX 77241 United States

	
Store
	
5849 W SAGINAW HWY DELTA CTR
	
LANSING
	
MI
	
48917
	
BRIXMOR GA DELTA CENTER (MI)LLC
	
SALES AUDIT GROUP, P.O. BOX 962,

NEW YORK, NY 10108 United States

	
Store
	
501 COLISEUM BLVD E
	
FT WAYNE
	
IN
	
46805
	
COLISEUM SHOPPES, LP
	
THE BROADBENT COMPANY, 117 EAST WASHINGTON

ST., SUITE 300, INDIANAPOLIS, IN 46204

	
Store
	
WILLOWBROOK PLAZA 17395TOMBALL PARKWAY SPACE 3M
	
HOUSTON(WILLOWBROOK)
	
TX
	
77064
	
WILLOWBROOK RETAIL PLAZA LP
	
DOUGLAS NASH, THE RETAIL CONNECTION, LP,

2525 McKINNON STREET, SUITE 700,DALLAS, TX 75201

	
Store
	
5060A SUNRISE HWY
	
MASSAPEQUA
	
NY
	
11762
	
FOLKSAN REALTY ASSOCIATES
	
JEFFREY MANAGEMENT CORP-C/O, 7 PENN PLAZA,

SUITE 618,

	
Store
	
1730 Clements Bridge Rd
	
DEPTFORD
	
NJ
	
08096
	
PGC PROPERTIES, LLC
	
11 WINDERMERE DRIVE,

BLUE BELL, PA 19422 United States

	
Store
	
2094 BARTOW AVE BAY PLZ SC
	
BRONX
	
NY
	
10475
	
BAY PLAZA WEST, LLC
	
PRESTIGE PROP&DEV CO, INC-C/O, 546 FIFTH AVE, 15TH

FLOOR,

	
Store
	
TRI-COUNTY TOWNE CENTER 11711PRINCETON PIKE, SUITE 961
	
CINCINNATI
	
OH
	
45246
	
CHARLES C. GILHART, JR. INC
	
11711 PRINCETON PIKE, SUITE 301,

CINCINNATI, OH 45246 United States

	
Store
	
8480 CASTLETON CORNER DRIVE
	
INDIANAPOLIS
	
IN
	
46250
	
CASTLETON SHOPPING CENTER, LLC
	
C/O MCKINLEY, INC, 320 N. MAIN STREET, SUITE 200,

ANN ARBOR, MI 48104 United States

	
Store
	
80A BOSTON TPKE
	
SHREWSBURY
	
MA
	
01545
	
WHITE CITY EAST PARTNERS LLC
	
c/o ACADIA REALTY TRUST/#0160-00003287, 1311

MAMARONECK AVE., SUITE 260,

	
Store
	
3376 Crain Highway
	
WALDORF
	
MD
	
20603
	
WALDORF I LLC
	
CAMBRIDGE ASSET ADVISORS, LLC,

8391 OLD COURTHOUSE RD, SUITE 210,

	
Store
	
5063 Shelbyville Road
	
LOUISVILLE
	
KY
	
40207
	
DIXIE ASSOCIATES
	
BD SHINBACH MM HOLLEB PTRS/DIXIE ASSOCIATES,

5025 SHELBYVILLE RD, PO BOX 6706

	
Store
	
2329 COTTMAN AVE SPACE 51
	
PHILADELPHIA
	
PA
	
19149
	
BRIXMORE ROOSEVELT MALLOWNER, LLC
	
OFFICE OF GENERAL COUNSEL,

BRIXMOR PROPERTY GROUP,

	
Store
	
7924 SPRINGBORO PIKE
	
MIAMISBURG
	
OH
	
45342
	
LEVINE REALTY COMPANY
	
2026 WEEST MAIN STREET,

SPRINGFIELD, OH 45504 United States

	
Store
	
926 BOARDMAN-POLAND RD
	
BOARDMAN
	
OH
	
44512
	
926 PROPERTIES, LLC
	
926 BOARDMAN-POLAND ROAD,

BOARDMAN, OH 44512 United States

	
Store
	
Heartland Shopping Center 2325 RichmondAve
	
STATEN ISLAND
	
NY
	
10314
	
HEARTLAND CENTRE COMPANY
	
C/O INTERSTATE MGMT. CORP., 2555 OCEAN AVENUE,

BROOKLYN, NY 11229 United States

	
Store
	
Uptown Village at Cedar Hill 305 W. FM1382
	
CEDAR HILL
	
TX
	
75104
	
UPTOWN VILLAGE AT CEDAR HILL,LP
	
305 W FM 1382, SUITE 590,

CEDAR HILL, TX 75104 United States

	
Store
	
3924 KIRKWOOD HWY RTE 2
	
WILMINGTON
	
DE
	
19808
	
FUSCO ENTERPRISES LLC
	
200 AIRPORT RD,

NEW CASTLE, DE 19720 United States

	
Store
	
WOFLIN SQ 2221 I-40 W
	
AMARILLO
	
TX
	
79109
	
BOSTON & MAYS LLC
	
WOLFIN SQUARE SHOPPING CENTER, 914 TYLER

STREET, AMARILLO, TX 79101 United States

	
Store
	
7619 MENTOR AVE
	
MENTOR
	
OH
	
44060
	
NORMAN J KOTOCH
	
355 BISHOP ROAD,

HIGHLAND HTS, OH 44143 United States

	
Store
	
150 Allendale Road Bldg #1, 2nd Floor
	
KING OF PRUSSIA
	
PA
	
19406
	
CPW GRAT TRUSTS U/A 4/19/99, PATRUST
	
WILLNER PROPERTIES, 150 ALLENDALE ROAD,

KING OF PRUSSIA, PA 19406 United States

	
Store
	
200 MILL CREEK DR Unit A
	
SECAUCUS
	
NJ
	
07094
	
LIBERTY  DISTRIBUTORS INC
	
1065 SHEPHERD AVE,

BROOKLYN, NY 11208 United States

	
Store
	
310 Reynolds Road
	
JOHNSON CITY
	
NY
	
13790
	
BASSET & FAVA PROPERTIES
	
8927 CENTER POINTE DRIVE,

BALDWINSVILLE, NY 13027 United States

	
Store
	
4408 50TH ST
	
LUBBOCK
	
TX
	
79414
	
STEVE COX REAL ESTATE
	
PO BOX 270479,

FLOWER MOUND, TX 75027 United States

	
Store
	
7922 KINGSTON PIKE
	
KNOXVILLE
	
TN
	
37919
	
HENRY M. BARKER JR & SUSAN K.BARKER
	
9639 TUNBRIDGE LANE,

KNOXVILLE, TN 37922 United States




 




 


	
Store
	
3526-3528 N UNIVERSITY AVE
	
PEORIA
	
IL
	
61604
	
FLORENCE STREET PARTNERS, LP
	
7625 N. UNIVERSITY AVE., SUITE C,

PEORIA, IL 61614 United States

	
Store
	
10610 D CENTRUM PKWY
	
PINEVILLE (CENTRUM)
	
NC
	
28134
	
KIMCO REALTY CORPORATION
	
3333 NEW HYDE PARK ROAD, SUITE 100, PO BOX 5020,

NEW HYDE PARK, NY 11042-0020 United States

	
Store
	
712 W COUNTY RD 42
	
BURNSVILLE
	
MN
	
55337
	
BURNHAVEN SIX, LLC
	
ANDERSON PROPERTY MANAGEMENT, 6205

PARKWOOD ROAD,

	
Store
	
Sherwood Plaza 1298 Worcester Street
	
Natick
	
MA
	
01760
	
HC ATLANTIC DEVELOPMENT LP
	
C/O HAROLD COHEN ASSOCIATES, INC, 393 TOTTEN

POND RD, SUITE 203, WALTHAM, MA 02451-2013

	
Store
	
Park NORTH Center 510 NW Loop 410,Suite 106
	
SAN ANTONIO
	
TX
	
78216
	
PN PLAZA INVESTMENTS, LP
	
HPI REAL ESTATE MANANGEMENT, INC,

4538 CENTERVIEW DRIVE, SUITE 151,

	
Store
	
6601 MENAUL STREET
	
ALBUQUERQUE
	
NM
	
87110
	
MORIMOTO PARTNERSHIP, LLC
	
13625 GLENCLIFF WAY,

SAN DIEGO, CA 92130

	
Store
	
320 W SUNRISE HWY
	
VALLEY STREAM
	
NY
	
11582
	
TOYS R US, INC
	
1 GEOFFREY WAY, ATTN: VP-RE COUNSEL,

WAYNE, NJ 07470-2030

	
Store
	
THE SHOPS AT LA PALMERA 4938 SSTAPLES STREET SUITE D-13
	
CORPUS CHRISTI
	
TX
	
78411
	
STAPLES CENTER RETAIL VENTURELP
	
LaPALMERS MANAGEMENT OFFICE,

5488 SOUTH PADRE ISLAND, CORPUS CHRISTI, TX 78411

	
Store
	
5504 SAN BERNADO AVE STE 100
	
LAREDO
	
TX
	
78041
	
GEMINI RIO NORTE
	
GEMINI PROPERTY MANAGEMENT, LLC, 16740

BIRKDALE COMMONS PKY, STE 301, HUNTERSVILLE, NC

	
Store
	
4621 S. Hulen St
	
FT WORTH
	
TX
	
76132
	
JAMES H PARKINSON FAMILY TRUST
	
THE WOODMONT COMPANY, 2100 W. 7TH STREET,

FORT WORTH, TX 76107 United States

	
Store
	
13340 PRESTON RD
	
DALLAS
	
TX
	
75240
	
PRESTON VALLEY VIEW, LTD
	
VISTA PROPERTY COMPANY, 8350 N. CENTRAL EXPWY,

STE 1275, DALLAS, TX 75206

	
Store
	
3501 PAXTON STREET G12
	
HARRISBURG
	
PA
	
17109
	
HARRISBURG MALL , LP
	
KIMBERLY WHITE, ST JOHN PROPERTIES, INC,

2560 LORD BALTIMORE DRIVE, BALTIMORE, MD 21244

	
Store
	
1111 MUTUAL WAY
	
GRAND CHUTE(APPLETON)
	
WI
	
54913
	
GRANDVIEW CENTER ASSOCIATES,LLC
	
118 WEST PECKHAM STREET,

NEENAH, WI 54956 United States

	
Store
	
8889 GATEWAY BLVD W BLDG 190STE 550
	
EL PASO
	
TX
	
79925
	
THE FOUNTAINS AT FARAH, LP
	
SANDRA MENDEZ,

123 W. MILLS AVENUE, SUITE 600, EL PASO, TX 79901

	
Store
	
66 BLANDING BLVD
	
ORANGE PARK
	
FL
	
32073
	
DOUGLAS GROUP OF CO.
	
951 MATHESON BLVD. EAST,

MISSISSAUGA, L4W2R7 United States

	
Store
	
9402 ARLINGTON EXWY
	
JACKSONVILLE
	
FL
	
32225
	
FUCMS 2001-C2 ARLINGTONEXPRESSWAY, LLC
	
3333 S. ORANGE AVE, SUITE 201, ATTN: BRUCE D.

LYONS,

	
Store
	
1749 NE 163rd Street
	
N MIAMI BEACH
	
FL
	
33162
	
PROMENADE PROPERTYASSOCIATES
	
111 S. 17TH AVE,

HOLLYWOOD, FL 33020-6801 United States

	
Store
	
STAPLES PLAZA 861 WILLISTON RD
	
S BURLINGTON
	
VT
	
05403
	
BURLINGTON INTERSTATE CENTER,LLC
	
EASTERN DEVELOPMENT,LLC, 120 PRESIDENTIAL WAY

SUITE 300, WOBURN, MA 01801

	
Store
	
RTE 6 SCRANTON-CARBONDALEHWY
	
SCRANTON
	
PA
	
18508
	
BD CARBONDALE LP
	
1518 PARKSIDE DRIVE,

LAKEWOOD, NJ 08701 United States

	
Store
	
1757 SUNRISE HWY
	
BAYSHORE (LONG IS)
	
NY
	
11706
	
TRIANGLE PROPERTIES #3
	
30 JERICHO EXECUTIVE PLAZA, SUITE 300C,

JERICHO, NY 11753 United States

	
Store
	
220 HADDONFIELD RD
	
CHERRY HILL
	
NJ
	
08002
	
CHERRY HILL HADDONFIELD LLC
	
ARC PROPERTIES,

1401 BROAD STREET,

	
Store
	
Schaumburg Promenade 1985 East GolfRoad
	
SCHAUMBURG
	
IL
	
60173
	
INLAND SCHAUMBURG PROMENADELLC
	
INLAND COMMERCIAL PROPERTY MGMT, INC, 2901

BUTTERFIELD ROAD,

	
Store
	
2367 MACARTHUR RD
	
WHITEHALL(ALLENTOWN)
	
PA
	
18052
	
ESTATE OF ANNA KASYCH
	
JAMES H. CALKINS,

522 PINEGROVE LANE,

	
Store
	
2130 WALDEN AVE
	
CHEEKTOWAGA
	
NY
	
14225
	
BRE DDR WALDEN PLACE LLC
	
C/O DDR CORP, 3300 ENTERPRISE PARKWAY,

BEECHWOOD, OH 44122 United States

	
Store
	
288 RTE 10 W
	
SUCCASUNNA
	
NJ
	
07876
	
WESCO, INC
	
214 ROUTE 10,

E HANOVER, NJ 07936 United States




 




 


	
Store
	
11736 WEST BROAD STREET, SUITE110 PARC PLACE AT SHORT PUMP
	
RICHMOND
	
VA
	
23233
	
GIBRALTAR PROPERTYMANAGEMENT, INC
	
111 EAST VICTORIA STREET -2ND FL,

SANTA BARBARA, CA 93101 United States

	
Store
	
326 RTE 18
	
E BRUNSWICK
	
NJ
	
08816
	
EKAJ ASSOCIATES, LLC
	
BRIER HILL COURT, BUILDING C, SUITE 206,

EAST BRUNSWICK, NJ 08816 United States

	
Store
	
2128 SAGAMORE PKWY S
	
LAFAYETTE
	
IN
	
47905
	
BRAND INVESTMENTS
	
6274 EAST 375 SOUTH,

LAFAYETTE, IN 47905 United States

	
Store
	
4410 N MIDKIFF RD SUITE B-1
	
MIDLAND
	
TX
	
79705
	
PILCHERS GROUP
	
7001 PRESTON RD, STE 200 LB18,

DALLAS, TX 75205 United States

	
Store
	
3501 AMBASSADOR CAFFREY
	
LAFAYETTE
	
LA
	
70503
	
EQUITY ONE REALTY ANDMANAGEMENT, INC.
	
LOUISIANA PORTFOLIO, LLC ATTN: LEGAL DEP, 1600 NE

MIAMI GARDENS DRIVE, NORTH MIAMI BEACH, FL

	
Store
	
507 N ACADEMY BLVD CITADEL XG
	
COLORADO SPRINGS
	
CO
	
80909
	
CITADEL CROSSING ASSOCIATES
	
NEWMARK MERRILL MOUNTAIN STATES, 2720

COUNCIL TREE AVE., SUITE 230, FORT COLLINS, CO

	
Store
	
9490 AIRLINE HWY
	
BATON ROUGE
	
LA
	
70815
	
COMMERCE GROUP, INC.
	
1280 W. NEWPORT CENTER DRIVE,

DEERFIELD BEACH, FL 33442 United States

	
Store
	
REGENCY SQUARE 2406 WESTBRANDON BLVD
	
BRANDON
	
FL
	
33511
	
RECENCY CENTERS LP
	
REGENCY CENTERS CORP,

ONE INDEPENDENT DRIVE, SUITE 114,

	
Store
	
1006 W ANTHONY DR SUITES A & B
	
CHAMPAIGN
	
IL
	
61820
	
BLOOMFIELD 2005, LLC
	
BLOCK & COMPANY, INC. C/O, 605 W. 47TH ST., SUITE

200,

	
Store
	
10515 N. MO-PAC EXPRESSWAYBUILDING H
	
AUSTIN
	
TX
	
78759
	
ARBOR WALK MALL, LLC
	
M.S. MANAGEMENT ASSOCIATES, INC,

225 WEST WASHINGTON STREET,

	
Store
	
618 S RTE 59 NAPER W PLZ #112
	
NAPERVILLE
	
IL
	
60540
	
NAPERW, LLC
	
BONNIE MANAGEMENT CORP,

8430 W. BRYN MAWR AVE, SUITE 850,

	
Store
	
7681 N POINT PKWY SUITE 500
	
ALPHARETTA
	
GA
	
30022
	
CENTRO WATT OPERATINGPARTNERSHIP 2, LLC
	
CENTRO PROPERTIES GROUP, 420 LEXINGTON AVE, 7TH

FL,

	
Store
	
9492 SOUTH DIXIE HWY
	
MIAMI
	
FL
	
33156
	
DADELAND POINT, LLC
	
9241 SW 140 STREET,

MIAMI, FL 33176 United States

	
Store
	
620 East Altamonte Drive
	
ALTAMONTE SPRINGS
	
FL
	
32701
	
SPECIALTEE GOLF OF FLORIDA INC
	
4071 S. ATLANTIC AVE, SUITE 305,

NEW SMYRNA BEACH, FL 32169 United States

	
Store
	
2403 S. STEMMONS FREEWAY SUITE100-ABC
	
LEWISVILLE
	
TX
	
75067
	
CENTCOM/ VISTA GROVE,LP
	
2403 S. STEMMONS FREEWAY, SUITE 111,

LEWISVILLE, TX 75067 United States

	
Store
	
1418 E BATTLEFIELD RD
	
SPRINGFIELD
	
MO
	
65804
	
MD DEVELOPMENT CO.
	
C/O MCLOUD & CO., 1949 E. SUNSHINE, SUITE 1-206,

SPRINGFIELD, MO 65804 United States

	
Store
	
12150 SOUTH Beyer Rd. Space F050
	
BIRCH RUN
	
MI
	
48415
	
BIRCH RUN OUTLETS II, LLC
	
105 EISENHOWER PARKWAY, 7961CASMA1/,

ROSELAND, NJ 07068 United States

	
Store
	
135 BLOOMFIELD AVE
	
BLOOMFIELD
	
NJ
	
07003
	
BLOOMFIELD PLAZA ASSOCIATES
	
275 MADISON AVE, 30 th FL,

NEW YORK, NY 10016 United States

	
Store
	
3270 NICHOLASVILLE RD
	
LEXINGTON
	
KY
	
40503
	
CROSSROADS ASSOCIATES
	
EQUITY MGMT GROUP, INC-C/O, 840 E HIGH ST, SUITE

110,

	
Store
	
4601 CREEDMOR ROAD SUITE 105
	
RALEIGH
	
NC
	
27612
	
SDC GLENWOOD PLACE, LLC
	
SDC LEASING & MANAGMENT SERVICES,

405 N. LAMAR BLVD, SUITE 200, AUSTIN, TX 78703

	
Store
	
240 Park Hills Plaza
	
ALTOONA
	
PA
	
16602
	
CW PARK HILLS PLAZA LP
	
CENTRO PROPERTY GROUP/SALES AUDIT DEPT, PO BOX

962,

	
Store
	
3514 W GENESEE ST
	
Syracuse
	
NY
	
13219
	
IRWIN & ANN KLEIN
	
THE SUTTON CO., 525 PLUM STREET, SUITE 100,

SYRACUSE, NY 13204 United States

	
Store
	
2091 WEST ST SUITE B
	
ANNAPOLIS
	
MD
	
21401
	
ANNAPOLIS STATION L.L.C.
	
ROBERT W. DOUGLAS, 10 LEIGH DRIVE,

OCEAN PINES, MD 21811 United States

	
Store
	
1950 PLEASANT HILL RD SUITE B
	
DULUTH
	
GA
	
30096
	
COMMERCE GROUP, INC.
	
1280 W. NEWPORT CENTER DRIVE,

DEERFIELD BEACH, FL 33442 United States

	
Store
	
YORK RIDGE CTR 815 GOUCHERBLVD
	
TOWSON
	
MD
	
21286
	
VORNADO REALTY TRUST
	
210 ROUTE 4 EAST,

PARAMUS, NJ 07652-0910 United States




 




 


	
Store
	
4455 CLEVELAND AVE
	
FT MYERS
	
FL
	
33901
	
DESTINY BUILDINGS LLC
	
c/o CONTINENTAL REAL ESTATE COMPANIES, 2121

PONCE DE LEON BLVD,SUITE 1250,

	
Store
	
89-55 QUEENS BLVD
	
ELMHURST
	
NY
	
11373
	
HARMEN INVESTMENT CO., LP
	
91-31 QUEENS BLVD,

ELMHURST, NY 11373 United States

	
Store
	
3435 WRIGHTSBORO RD Suite 1206
	
AUGUSTA
	
GA
	
30909
	
RICHMOND STATION LLC
	
11501 NORTHLAKE DRIVE,

CINCINNATI, OH 45249 United States

	
Store
	
1990 N MILITARY TRAIL
	
W PALM BEACH
	
FL
	
33409
	
TIME EQUITIES, INC AS AGENT
	
CLINTON HILLS WPB EQUITIES, LLC, 55 5TH AVE., 15TH

FLOOR, NEW YORK, NY 10003

	
Store
	
3558 SW COLLEGE RD
	
OCALA
	
FL
	
34474
	
CLARUS PLAZA, LLC
	
5015 SE 7TH AVE,

OCALA, FL 34480 United States

	
Store
	
1723 MONTGOMERY HWY S STE 111
	
BIRMINGHAM (HOOVER)
	
AL
	
35244
	
BRE DDR RIVERCHASE PROMENADELLC
	
EXECUTIVE VP-LEASING, DDR CORP,

3300 ENTERPRISE PARKWAY, BEACHWOOD, OH 44122

	
Store
	
DIAMNOD RETAIL CTR 523 S.GAMMON RD
	
MADISON
	
WI
	
53719
	
S&J 515 GAMMON, LLC
	
2500 MILTON AVE, UNIT 110,

JANESVILLE, WI 53545 United States

	
Store
	
TANGER OUTLET CNTR. 300 TANGERBLVD. STE 103
	
BRANSON
	
MO
	
65616
	
TANGER PROPERTIES LIMITEDPARTNERSHIP
	
3200 NORTHLINE AVE, SUITE 360,

GREENSBORO, NC 27408 United States

	
Store
	
2410 LAURENS RD
	
GREENVILLE
	
SC
	
29607
	
L.C. JULIAN,  JR., LLC
	
P.O. BOX 2610,

GREENVILLE, SC 29602 United States

	
Store
	
936 RTE 22 E
	
SOMERVILLE
	
NJ
	
08876
	
STRATIS CORP
	
PARK & MOUNTAIN AVENUES,

SCOTCH PLAINS, NJ 07076 United States

	
Store
	
SAWGRASS COMMONS 13001 W.SUNRISE BVLD
	
SUNRISE
	
FL
	
33323
	
FVP SAWGRASS LLC
	
AZOR ADVISORY SERVICES, INC,

4611 SOUTH UNIVERSITY DRIVE #110, DAVIE, FL 33328

	
Store
	
4217 S BROADWAY AVE
	
TYLER
	
TX
	
75701
	
NOLAN E. AND PAUL MANZIEL
	
P.O. BOX 6005, 110 WEST EIGHT ST,

TYLER, TX 75711 United States

	
Store
	
3196 N STATE RD 7 REEF PLZ
	
LAUDERDALE LAKES
	
FL
	
33319
	
REEF PLAZA, LLC
	
DACAR MANAGEMENT, LLC, 336 EAST DANIA BEACH

BLVD,

	
Store
	
1111 LEAGUE LINE RD SUITE 121
	
CONROE
	
TX
	
77303
	
CRAIG REALTY GROUP-CONROE, LP
	
ATTN:MANAGER- LEASE ADM & GEN COUNSEL, 4100

MACARTHUR BLVD, SUITE 200, NEWPORT BEACH, CA

	
Store
	
1170 W PATRICK ST SUITES G & H
	
FREDERICK
	
MD
	
21702
	
ROUTE 40 LP
	
ROBERT BEGELMAN-C/O, 15942 SHADY GROVE ROAD,

GAITERSBURG, MD 20877 United States

	
Store
	
455 BELWOOD RD SE SUITE 60
	
CALHOUN
	
GA
	
30701
	
CALHOUN OUTLETS LLC
	
105 EISENHOWER PARKWAY, 7962CASMA1/,

ROSELAND, NJ 07068 United States

	
Store
	
5732 MCWHINNEY BLVD SPACE E-40
	
LOVELAND
	
CO
	
80538
	
CRAIG REALTY GROUP-LOVELAND,LLC
	
ATTN:MANAGER-LEASE ADM&GENERAL COUNSEL,

4100 MACARTHUR,Ste200,NEWPORT BEACH, CA 92660

	
Store
	
2110 W INTERNATL SPEEDWAY BLVD
	
DAYTONA BEACH
	
FL
	
32114
	
RICHARD J. SCHILDHORN, TRUSTEE
	
C/O SRA INVESTMENTS, INC., 4140 N.W. 60TH CIRCLE,

BOCA RATON, FL 33496 United States

	
Store
	
64 TUNNEL RD
	
ASHEVILLE
	
NC
	
28805
	
PATCO REALTY
	
222 GRAND AVE,

ENGLEWOOD, NJ 07631 United States

	
Store
	
8115 Factory Shops Boulevard
	
JEFFERSONVILLE
	
OH
	
43128
	
TANGER PROPERTIES LIMITEDPARTNERSHIP
	
ATTN: LEGAL DEPARTMENT, 3200 NORTHLINE AVE.,

SUITE 360,

	
Store
	
1470 PLEASANT VALLEY RD
	
MANCHESTER
	
CT
	
06040
	
PLAZA AT BUCKHILLS, LLC
	
M.S. MANAGEMENT ASSOCIATES INC, 225 W.

WASHINGTON STREET,

	
Store
	
11747 N EXECUTIVE DR SPACE B80
	
EDINBURGH
	
IN
	
46124
	
CPG PARTNERS, L.P.
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068 United States

	
Store
	
4710-B UNIVERSITY DRIVE
	
HUNTSVILLE
	
AL
	
35816
	
BROOKHILL MANAGEMENTCORPORATION
	
501 MADISON AVENUE,

NEW YORK, NY 10022 United States

	
Store
	
TYSONS CORNER CTR 8027LEESBURG PIKE
	
VIENNA/TYSONSCORNER
	
VA
	
22182
	
ROCKS TYSONS TWO LLC
	
ALLEN & ROCKS, INC,

1960 GALLOWS ROAD, SUITE 300,

	
Store
	
1475 N BURKHART RD, SUITE D180
	
HOWELL
	
MI
	
48855
	
TANGER PROPERTIES LIMITEDPARTNERSHIP
	
PO BOX 10889, 3200 NORTHLINE AVENUE SUITE 360,

GREENSBORO, NC 27408 United States




 




 


	
Store
	
210 SAINT PAUL STREET
	
DENVER
	
CO
	
80206
	
210 ST. PAUL STREET LLC
	
210 SAINT PAUL STREET  SUITE 240, ATTN: LARRY

HANSON, DENVER, CO 80206

	
Store
	
655 RTE 318 SUITE A005
	
WATERLOO
	
NY
	
13165
	
WATERLOO PREMIUM OUTLETS, LLC
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068 United States

	
Store
	
1919 VALLEY VIEW BLVD NORTHWES
	
ROANOKE
	
VA
	
24012
	
ROANOKE VENTURE, LLC
	
GOODMAN PROPERTIES INC, 2870 PEACHTREE ROAD #

889, ATLANTA, GA 30305

	
Store
	
311 WEST MORELAND ROAD
	
WILLOW GROVE
	
PA
	
19090
	
WCK LIMITED PARTNERSHIP
	
c/o SOFAS & CHAIRS, 3101 ERIE BLVD, EAST,

SYRACUSE, NY 13214 United States

	
Store
	
2522 SCOTTSVILLE RD
	
BOWLING GREEN
	
KY
	
42104
	
J-MAR PROPERTIES, LLC
	
2530 SCOTTSVILLE ROAD SUITE 21,

BOWLING GREEN, KY 42104 United States

	
Store
	
1039 E COUNTRY LINE RD SUITE A
	
JACKSON
	
MS
	
39211
	
CENTRO HERITAGE COUNTY LINELLC
	
c/o CENTRO PROPERTY GROUP, 420 LEXINGTON AVE

7TH FL,

	
Store
	
VERO BEACH OUTLETS 1757 94TH DRSUITE D180
	
VERO BEACH
	
FL
	
32966
	
VERO BEACH OUTLETS
	
1824 94TH DRIVE,

VERO BEACH, FL 32966 United States

	
Store
	
9396 WEST 159TH STREET
	
ORLAND PARK
	
IL
	
60462
	
ROCKSIDE, LLC
	
C/O TERRACO, INC, 3201 OLD GLENVIEW RD., SUITE 300,

WILMETTE, IL 60091

	
Store
	
120 LACONIA RD STE 206 LAKE RG
	
TILTON
	
NH
	
03276
	
TANGER PROPERTIES LIMITEDPARTNERSHIP
	
3200 NORTHLINE AVE, SUITE 360,

GREENSBORO, NC 27408 United States

	
Store
	
6376 EAST STATE TREET
	
ROCKFORD
	
IL
	
61108
	
SUNIL PURI, LLC/6370 STATE, LLC
	
FIRST ROCKFORD GROUP, INC/, 6801 SPRING CREEK RD,

ROCKFORD, IL 61114

	
Store
	
Westgate Shopping Center  19504 KatyFreeway
	
HOUSTON
	
TX
	
77094
	
PACIFIC SIERRA ASSOCIATESWESTGATE, LLC
	
WULFE MGMT SERVICES, INC/6 BLVD PLACE, 1800 POST

OAK BLVD, SUITE 6400,

	
Store
	
8725 SHERIDAN BLVD UNIT B
	
WESTMINSTER
	
CO
	
80003
	
ROCKY MOUNTAIN PROPERTIES LP
	
CO CSM CORPORATION, 500 WASHINGTON AVE SOUTH,

SUITE 3000, MINNEAPOLIS, MN 55415-1151

	
Store
	
Tanger Outlets 4015 INTERSTATE HWY35 STE 214
	
SAN MARCOS
	
TX
	
78666
	
TANGER PROPERTIES LIMITEDPARTNERSHIP
	
PO BOX 10889, 3200 NORTHLINE AVENUE SUITE 360,

GREENSBORO, NC 27408 United States

	
Store
	
800 STEVEN B TANGER BLVD S/310
	
COMMERCE
	
GA
	
30529
	
TANGER PROPERTIES LIMITEDPARTNERSHIP
	
PO BOX 10889, 3200 NORTHLINE AVENUE SUITE 360,

GREENSBORO, NC 27408 United States

	
Store
	
6715  JONESBORO RD. SUITE H
	
MORROW
	
GA
	
30260
	
SOUTH POINT SHOPPING CENTER ET.AL.
	
JIM FLOCK, FORUM MANATEMENT GROUP, INC., 1750

PEACHTREE ST., NW, ATLANTA, GA 30359

	
Store
	
430 CONSUMER SQUARE
	
MAYS LANDING
	
NJ
	
08330
	
BENDERSON-WAINBERGASSOCIATES, LP
	
DEVELOPERS DIVERSIFIED REALTY CORP, 3300

ENTERPRISE PARKWAY, BEACHWOOD, OH 44122

	
Store
	
1930 S W WANAMAKER RD SUITE E
	
TOPEKA
	
KS
	
66604
	
CB RICHARD ELLIS, INC
	
400 SW 8TH STREET, SUITE 110,

TOPEKA, KS 66603 United States

	
Store
	
3200 PLANK ROAD
	
FREDERICKSBURG
	
VA
	
22407
	
COMMERCE GROUP, INC.
	
1280 W. NEWPORT CENTER DRIVE,

DEERFIELD BEACH, FL 33442 United States

	
Store
	
BAYBROOK PASSAGE 19419 GULFFREEWAY
	
WEBSTER
	
TX
	
77598
	
PASSAGE REALTY, INC
	
COVENTRY DEVELOPMENT CORP,

1041 THIRD AVE, NEW YORK, NY 10065

	
Store
	
622 W. LINMAR LN. SUITE D-25
	
JOHNSON CREEK
	
WI
	
53038
	
CPG PARTNERS, L.P.
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068 United States

	
Store
	
6415 LABEAUX AVE NE
	
ALBERTVILLE
	
MN
	
55301
	
CPG PARTNERS, LP
	
C/O CHELSEA PROPERTY GROUP, INC., 105 EISENHOWER

PKWY,

	
Store
	
2601 SOUTH MCKENZIE ST SUIT S476
	
FOLEY
	
AL
	
36535
	
TANGER PROPERTIES LIMITEDPARTNERSHIP
	
3200 NORTHLINE AVE, SUITE 360,

GREENSBORO, NC 27408 United States

	
Store
	
131 NUT TREE RD SUITE K
	
VACAVILLE
	
CA
	
95687
	
CPG FINANCE I LLC
	
PREMIUM OUTLETS, SIMON PROPERTY GROUP, INC,

225 W.WASHINGTON ST, INDIANAPOLIS, IN 46204

	
Store
	
2700 STATE RD 16 SUITE 815
	
ST. AUGUSTINE
	
FL
	
32092
	
CPG PARTNERS, LP
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068 United States

	
Store
	
112-A TANGER DRIVE
	
WILLIAMSBURG
	
IA
	
52361
	
TANGER PROPERTIES LIMITEDPARTNERSHIP
	
PO BOX 10889, 3200 NORTHLINE AVENUE SUITE 360,

GREENSBORO, NC 27408 United States




 




 


	
Store
	
1863 GETTYSBURG VILLAGE DR STE250
	
GETTYSBURG
	
PA
	
17325
	
GETTYSBURG OUTLET CENTER LP
	
THE OUTLETS SHOPPES AT GETTYSBURG, 5000 HAKES

DRIVE, SUITE 500, MUSKEGON, MI 49441

	
Store
	
1000 ROUTE 611, UNIT A19
	
TANNERSVILLE
	
PA
	
18372
	
CHELSEA POCONO FINANCE, LLC
	
105 EISENHOWER PARKWAY, TENANT ID #7852

CASMA3/,

	
Store
	
13000 FOLSOM BLVD SUITE 1440
	
FOLSOM
	
CA
	
95630
	
CHELSEA FINANCING PARTNERSHIP,LP
	
FOLSOM PREMIUM OUTLETS, 105 EISENHOWER

PARKWAY,

	
Store
	
495 PREMIUM OUTLETS BLVD
	
HAGERSTOWN
	
MD
	
21740
	
OUTLET VILLAGE OF HAGERSTOWNLP
	
7969CASMA1, 105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068

	
Store
	
1911 Leesburg Grove City Road, Suite 315
	
GROVE CITY
	
PA
	
16127
	
GROVE CITY FACTORY SHOPS, LP
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068

	
Store
	
Glenwood Village 7 Glenwood Rd, Suite E
	
CLINTON
	
CT
	
06413
	
MGF, INC
	
1557 LAKE WHITNEY DRIVE,

WINDERMERE, FL 34786 United States

	
Store
	
Factory Outlet Village 4540 Highway 54,Suite N4
	
OSAGE BEACH
	
MO
	
65065
	
CPG PARTNERS, L.P.
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068

	
Store
	
MIDWAY GALLERIA 18701 COASTALHWY SPACE 2, 3 & 4
	
REHOBOTH BEACH
	
DE
	
19971
	
MIDWAY SHOPPES, LLC
	
30373 SOUTHAMPTON BRIDGE ROAD,

SALISBURY, MD 21804

	
Store
	
10737 FACTORY SHOPS BLVD
	
GULFPORT
	
MS
	
39503
	
GULFPORT FACTORY SHOPS LP
	
7968CASMA1/, 105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068

	
Store
	
Louisiana Boardwalk 640 Boardwalk Blvd
	
BOSSIER CITY
	
LA
	
71111
	
GARRISON BOARDWALK LLC
	
JOSH DINSTEIN,

1350 AVENUE OF THE AMERICAS, 9TH FLOOR,

	
Store
	
1483 Retherford St.
	
TULARE
	
CA
	
93274
	
 
	
 

	
Store
	
Jackson Premium Outlets  537 MonmouthRd. Sp. 322
	
JACKSON
	
NJ
	
08527
	
CPG PARTNERS, L.P.
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068 United States

	
Store
	
Citadel Outlets 100 Citadel Dr. Suite #660
	
COMMERCE
	
CA
	
90040
	
CRAIG REALTY GROUP CITADEL,LLC
	
ATTN: MANAGER-LEASE ADM & GENERAL COUNSE,

4100 MACARTHUR BLVD, SUITE 200, NEWPORT BEACH,

	
Store
	
1740 Lighthouse Place
	
MICHIGAN CITY
	
IN
	
46360
	
CHELSEA PROPERTY GROUP
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068 United States

	
Store
	
Allen Prem. Outlets 820 W. Stacey Rd.Suite 330
	
ALLEN
	
TX
	
75013
	
CHELSEA ALLEN DEVELOPMENT, LP
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068 United States

	
Store
	
Rio Grande Val.Prem.Out. 5001 E.Exprsswy. 83 #230
	
MERCEDES
	
TX
	
78570
	
CPG MERCEDES, LP
	
105 EISENHOWER PARKWAY,

ROSELAND, NJ 07068 United States

	
Store
	
Rnd. Rck. Prem. Out. 4401 N. IH 35, S#869
	
ROUND ROCK
	
TX
	
78664
	
CPG ROUND ROCK, LP
	
CHELSEA PROPERTY GROUP, 105 EISENHOWER

PARKWAY,

	
Store
	
PHIL PREM OTLTS 18 LIGHTCAP RDSTE 167
	
POTTSTOWN
	
PA
	
19464
	
CHELSEA LIMERICK HOLDINGS, LLC
	
CHELSEA PROPERTY GROUP, 105 EISENHOWER

PARKWAY,

	
Store
	
29300 HEMPSTEAD RD STE#804
	
CYPRESS
	
TX
	
77433
	
CPG HOUSTON HOLDINGS, LP
	
CHELSEA PROPERTY GROUP, 105 EISENHOWER

PARKWAY,

	
Store
	
TANGER OUTLET CNTR 2200 TANGERBLVD STE725
	
WASHINGTON
	
PA
	
15301
	
TANGER PROPERTIES LIMITEDPARTNERSHIP
	
3200 NORTHLINE AVE, SUITE 360,

GREENSBORO, NC 27408 United States

	
Store
	
6041 TOPANGA  CANYON BLVD
	
WOODLAND HILLS
	
CA
	
91367
	
EMANUEL M. RIDER, TRUSTEE
	
C/O RICHARD J. LAUTER & CO., LLP, 4640 ADMIRALTY

WAY, SUITE 700, MARINA DEL REY, CA 90292

	
Store
	
16129 S HAWTHORNE BLVD SUITE F
	
LAWNDALE
	
CA
	
90260
	
MIRACLE PROPERTIES LTD
	
8484 WILSHIRE BLVD, SUITE 725,

BEVERLY HILLS, CA 90211-3270 United States

	
Store
	
SAN BRUNO TOWNE CTR 1202 ELCAMINO REAL
	
SAN BRUNO
	
CA
	
94066
	
SAN BRUNO TOWNE CENTER
	
TAMMY VOSSLER,

SHELTER BAY RETAIL GROUP, 5645 SILVER CREEK

	
Store
	
319 S. Winchester Blvd.
	
SAN JOSE
	
CA
	
95128
	
MOSCOVITZ PROPERTIES
	
C/O ROBERT L SOCKOLOV, 188 KING STREET #303,

SAN FRANCISCO, CA 94107 United States




 




 


	
Store
	
651 CONTRA COSTA BLVD
	
PLEASANT HILLS
	
CA
	
94523
	
PH SEKA PROPERTIES, LLC
	
23 RAILROAD AVE #1083,

DANVILLE, CA 94526 United States

	
Store
	
1701 Ethan Way
	
SACRAMENTO
	
CA
	
95815
	
ATOMIC INVESTMETNS, INC
	
3200 HIGHLAND AVE., B4-2,

NATIONAL CITY, CA 91950 United States

	
Store
	
8000 AMADOR VALLEY BLVD
	
DUBLIN
	
CA
	
94568
	
GROWERS PROPERTIES #24 LTD
	
c/o CARDOZA PROPERTIES, INC, 101 ELLINWOOD DRIVE,

PLEASANT HILL, CA 94523 United States

	
Store
	
3200 SISK RD UNIT G
	
MODESTO
	
CA
	
95356
	
BELCO DEVELOPMENT &INVESTMENT
	
P.O. BOX 727,

TEMECULA, CA 92593 United States

	
Store
	
4935-B NORTH BLACKSTONE AVENUE
	
FRESNO
	
CA
	
93710
	
SHAWSTONE TIC
	
SIEGEL & COMPANY,

1616 W. SHAW AVE, SUITE A1,

	
Store
	
798 INLAND CTR DR
	
SAN BERNARDINO
	
CA
	
92408
	
H/INLAND ENTERPRISES
	
WAGNER & SCUDERI, 15315 MAGNOLIA BLVD.,

SHERMAN OAKS, CA 91403 United States

	
Store
	
1705 E CAMELBACK ROAD
	
PHOENIX
	
AZ
	
85016
	
LOU REGESTER FURNITURE CO  INC
	
C/O JOHN REGESTER, PO BOX 44331,

PHOENIX, AZ 85064-4331 United States

	
Store
	
1911 SANTA ROSA AVE
	
SANTA ROSA
	
CA
	
95407
	
KAREN LYNN BASSO
	
PO BOX 1635,

WINDSOR, CA 95492 United States

	
Store
	
1381 WEST SUNSET ROAD
	
HENDERSON
	
NV
	
89014
	
REMINGTON COMMERCIAL I, LLC
	
5451 S. DURANGO DRIVE

, SUITE 110,

	
Store
	
3699 MING AVE MING PLAZA
	
BAKERSFIELD
	
CA
	
93309
	
MING PLAZA ASSOCIATES, LLC
	
C/O VILLAGE PROPERTIES OPERATING CO, LLC, 940

EMMETT AVE., SUITE 200,

	
Store
	
13766 JAMBOREE ROAD
	
IRVINE (TUSTIN)
	
CA
	
92602
	
TIC INVESTMENTSCOMPANY
	
THE IRVINE COMPANY LLC,

101 INNOVATION DRIVE,

	
Store
	
Robinhood Plaza, 5756 Pacific Avenue
	
STOCKTON
	
CA
	
95207
	
STONE BROTHERS & ASSOC
	
5250 CLAREMONT AVE,

STOCKTON, CA 95207 United States

	
Store
	
5015 TACOMA MALL BOULEVARD
	
TACOMA
	
WA
	
98409
	
EVERGREEN PLAZA 1, LLC
	
8050 84TH AVE SE,

MERCER ISLAND, WA 98040 United States

	
Store
	
4211 Paradise Road
	
LAS VEGAS
	
NV
	
89169
	
HURD NEVADA, LLC
	
C/O RICHARD HURD, 2000 FULLER ROAD,

WEST DES MOINES, IA 50265 United States

	
Store
	
882 BLOSSOM HILL RD K-MART CTR
	
SAN JOSE
	
CA
	
95123
	
SAMPSON FAMILY TRUST
	
8225 Vineyard Dr., PO BOX 1887,

PASO ROBLES, CA 93446 United States

	
Store
	
8705 SW HALL BLVD
	
BEAVERTON (TIGARD)
	
OR
	
97008
	
HALL BLVD.INVESTORS an OREGON
	
JOINT VENTURE, 520 SW YAMHILL SUITE 444,

PORTLAND, OR 97201 United States

	
Store
	
330 S VINCENT AVE
	
W COVINA
	
CA
	
91790
	
VERNON L. WILLIAMS
	
35391 CAMINO CAPISTRANO BEACH,

CAPISTRANO, CA 92624 United States

	
Store
	
15099 HESPERIAN BLVD SUITE E&F
	
SAN LEANDRO
	
CA
	
94578
	
HALCYON PLACE L.P.
	
3650 MT. DIABLO BLVD STE 103, PO BOX 1059,

LAFAYETTE, CA 94549 United States

	
Store
	
4055 N ORACLE RD
	
TUCSON
	
AZ
	
85705
	
RICK MCGARREY
	
2920 N. SANTA ROSA PLACE,

TUCSON, AZ 85712 United States

	
Store
	
6010 N DIVISION ST
	
SPOKANE
	
WA
	
99208
	
POLAR ENTERPRISES, LLC
	
5426 S. QUAIL RIDGE CIRCLE,

SPOKANE, WA 99223-6386 United States

	
Store
	
WESTFIELD MALL 72-840 HIGHWAY111 #2470
	
PALM DESERT
	
CA
	
92260
	
WEA PALM DESERT LP
	
LEGAL DEPARTMENT,

2049 CENTURY PARK EAST, 41ST FL,

	
Store
	
17600 COLLIER AVE SUITE H184
	
LAKE ELSINORE
	
CA
	
92530
	
MOHR AFFINITY, LLC, DBA
	
LAKE ELSINORE OUTLETS, 13457 BROOKS DRIVE,

BALDWIN PARK, CA 91706 United States

	
Store
	
LAKEWOOD CTR 4437 CANDLEWOODSTREET
	
LAKEWOOD
	
CA
	
90712
	
MACERICH LAKEWOOD LLC
	
CENTER MANAGER,

500 LAKEWOOD CENTER MALL,

	
Store
	
2990 MIDWAY DR ROSECRANS CTR
	
SAN DIEGO
	
CA
	
92110
	
EDEN PLAZA SAN DIEGO LLC
	
PO BOX 1959,

PLEASANTON, CA 94566 United States

	
Store
	
5592 S SEPULVEDA BLVD
	
CULVER CITY
	
CA
	
90230
	
ROBERT H. THOMPSON
	
TRUSTEE OF THE THOMPSON FAMILY, 6317 W.

SLAUSON AVENUE,

	
Store
	
JANTZEN BEACH CENTER 1840 NTOMAHAWK ISLAND DRIVE
	
PORTLAND (JANTZENBEACH)
	
OR
	
97217
	
JANTZEN DYNAMIC CORPORATION
	
LEGAL DEPT,

JANTZEN MANAGER (SC), LLC,




 




 


	
Store
	
12544-B AMARGOSA ROAD
	
VICTORVILLE
	
CA
	
92392
	
DIVERSIFIED INVESTMENTCOMPANY
	
30240 RANCH VIEJO ROAD, SUITE B,

SAN JUAN CAPISTRANO, CA 92675 United States

	
Store
	
1132 LANCASTER DRIVE NE
	
SALEM
	
OR
	
97301
	
ACADEMY SQUARE LLC
	
CRITERIA PROPERTIES, 7035 SW HAMPTON ST. SUITE

130,

	
Store
	
5595 SOUTH VIRGINIA ST SUITE A
	
RENO
	
NV
	
89502
	
SHANKER NEVADA LLC
	
EUGENE BURGER MANAGEMENT CORP., 5011

MEADOWOOD MALL WAY, SUITE 200,

	
Store
	
25640 THE OLD ROAD
	
VALENCIA
	
CA
	
91381
	
VALENCIA MARKETPLACE I, LLC
	
101 N. WESTLAKE BLVD #201,

WESTLAKE VILLAGE, CA 91362 United States

	
Store
	
440 BARRETT PKWY, SUITE 17
	
KENNESAW
	
GA
	
30144
	
OTAY MAIN STREET LLC
	
WESTWOOD FINANCIAL CORP, 11440 SAN VICENTE

BLVD STE. #200,

	
Store
	
2108 SOUTH CARAWAY
	
JONESBORO
	
AR
	
72401
	
PHILLIPS INVESTMENTS INC.
	
P.O. BOX 19298,

JONESBORO, AR 72403 United States

	
Store
	
INDEPENDENCE CMNS SHPNG CNTR19110 A E 39TH STREET
	
INDEPENDENCE
	
MO
	
64055
	
BEST BUY STORES LP
	
BEST BUY CORPORATE, 7601 PENN AVE SOUTH,

RICHFIELD, MN 55423-3645 United States

	
Store
	
2830 W CHANDLER BLVD
	
CHANDLER
	
AZ
	
85224
	
CHANDLER FESTIVAL SPE LLC
	
C/O COLE REAL ESTATE INVESTMENTS, 2325 EAST

CAMELBACK ROAD, SUITE 1100,

	
Store
	
7634 MALL ROAD
	
FLORENCE
	
KY
	
41042
	
VILLAGE AT THE MALL HOLDINGS,LLC
	
,

3847 EAST PIKE PEAK AVE, SUITE J2,

	
Store
	
3258 SiILAS CRREK PARKWAY
	
WINSTON-SALEM
	
NC
	
27103
	
SILAS CREEK CROSSINGASSOCIATES, LLC
	
ZAREMBA GROUP, LLC, 14600 DETROIT AVE., SUITE

1500,

	
Store
	
7601 CARSON BLVD
	
LONG BEACH
	
CA
	
90808
	
VESTAR PROPERTY MANAGEMENT
	
2425 E. CAMELBACK RD, SUITE 750,

PHOENIX, AZ 85016 United States

	
Store
	
301 WEST EXPLANADE DRIVE
	
OXNARD
	
CA
	
93030
	
CALIFORNIA PROPERTY OWNERS I,LLC
	
BIXMORE PROPERTY GROUP, 420 LEXINGTON AVE., 7TH

FL,

	
Store
	
2101 WEST BROADWAY SUITE EE
	
COLUMBIA
	
MO
	
65203
	
RAUL WALTER PROPERTIES
	
1021 ASHLAND ROAD  #1405,

COLUMBIA, MO 65201-7595 United States

	
Store
	
902 WEST KIMBERLY ROAD
	
DAVENPORT
	
IA
	
52806
	
CAPREALTY 14-VILLAGE, LLC
	
CAPSTONE REAL ESTATE GROUP, INC,

2 GREEN VILLAGE ROAD, SUITE 209,

	
Store
	
1392 TWIXT TOWN ROAD
	
MARION
	
IA
	
52302
	
COLLINS SQUARE, LLC
	
JOHN VIGGERS,

NAI OPTIMUM,

	
Store
	
The Orchard@Saddleback 23600 El toroRd. Sts.  A&B
	
LAKE FOREST
	
CA
	
92630
	
ORCHARD LAKE FOREST CA LP
	
C/O SCHOTTENSTEIN PROPERTY GROUP LLC, 4300 E.

FIFTH AVE,

	
Store
	
700 N JOHNSON AVE SUITE 1
	
EL CAJON
	
CA
	
92020
	
PACIFIC COAST COMMERCIAL
	
6050 SANTO ROAD, SUITE #200,

SAN DIEGO, CA 92124 United States

	
Store
	
90 RHL BOULEVARD
	
SOUTH CHARLESTON
	
WV
	
25309
	
LBCMT 2007-C3RHL BLVD LIMITEDPARTNERSHIP
	
DAVID BARROW,

CB RICHARD ELLIS,

	
Store
	
9078 WESTVIEW RD, SUITE 100
	
LONE TREE
	
CO
	
80124
	
SPRING VALLEY-CAMPO ROAD LLC& HOROWITZ FAMILY TRUST OF
	
SESSIONS GROUP LLC, 936 E. 18TH AVE,

DENVER, CO 80218 United States

	
Store
	
10359 ULMERTON RD
	
LARGO
	
FL
	
33771
	
REAL GLOBAL INVESTMENTS, LLC
	
c/o BART R. SAUNDERS, 7232 W. SAND LAKE ROAD,

SUITE 202,

	
Store
	
2777 PAPER MILL RD, SUITE C-3a
	
WYOMISSING
	
PA
	
19610
	
SPRING RIDGE, LP
	
C/O S RIDGE MANAGEMENT, LLC, 106 LORI LANE,

BOILING SPRINGS, PA 17007 United States

	
Store
	
4014 B MEDINA RD
	
COPLEY (FAIRLAWN)
	
OH
	
44333
	
MSA MONTROSE LP
	
HAMPTON PROPERTIES, INC,

125 GAGNON STREET, SUITE 201,

	
Store
	
19075 I-45 SOUTH, Suite 400 PortofinoCenter
	
SHENANDOAH
	
TX
	
77385
	
KRG PORTOFINO, LLC
	
KITE REALTY GROUP, LP,

30 SOUTH MERIDIAN STREET, SUITE 1100,

	
Store
	
1730 West Fullerton Ave, Unit 22
	
CHICAGO
	
IL
	
60614
	
CENTRUM PROPERTIES INC.
	
225 WEST HUBBARD STREET, 4TH FLOOR,

CHICAGO, IL 60610 United States

	
Store
	
962 SOUTH Randall Road, Unit B
	
ST. CHARLES
	
IL
	
60174
	
DiCARLO LP
	
d/b/a FUNAI LLC, 223 WEST SPRING DR.,

TWIN LAKES, WI 53181-9366 United States




 




 


	
Store
	
Quartermaster Plaza  2306 W. Oregon Ave.Sp. F-3
	
PHILADELPHIA
	
PA
	
19145
	
CEDAR QUARTERMASTER, LLC
	
VICE PRESIDENT,

CEDAR REALTY TRUST, INC,

	
Store
	
89 RTE 17 SOUTH
	
E. RUTHERFORD
	
NJ
	
07073
	
LIBERTY COMMONS, LLC
	
FSIG , LLC, 2025 ROUTE 27 SUITE 220,

EDISON, NJ 08817 United States

	
Store
	
8015 Citrus Park Drive
	
TAMPA
	
FL
	
33625
	
WSG CITRUS PARK,LLC
	
WSG DEVELOPMENT CO,

12000 BISCAYNE BLVD, SUITE 508,

	
Store
	
9410-A Skokie Blvd
	
SKOKIE
	
IL
	
60077
	
INLAND SKOKIE FASHION SQUARE II
	
INLAND COMMERCIAL PROPERTY MGMT, INC, 2901

BUTTERFIELD ROAD,

	
Store
	
8401 NORTH Mercier Avenue
	
Kansas City
	
MO
	
64155
	
BTGSI COMMERCIAL, LLC
	
MD MANAGEMENT, INC, 5201 JOHNSON DRIVE, SUITE

450,

	
Store
	
19220 Alderwood Mall Pkwy. Suite 130
	
Lynwood
	
WA
	
98036
	
ALDERWOOD PARKWAYDEVELOPMENT, LLC
	
18323 BOTHELL EVERETT HIGHWAY, SUITE 380,

MILL CREEK, WA 98012 United States

	
Store
	
2872 Highway 35 SOUTH
	
Hazlet
	
NJ
	
07730
	
JACKAPINO-TOLLEVSEN LLC
	
33 SCHANCK ROAD,

HOLMDEL, NJ 07733 United States

	
Store
	
5240 Route 30
	
Greensburg
	
PA
	
15601
	
CBL/WESTMORELAND MALL, LP
	
CBL & ASSO.MGMT, INC/CBL CENTER STE 500, 2030

HAMILTON PLACE BLVD,

	
Store
	
3750 VETERANS MEMORIAL BLVD
	
METAIRIE
	
LA
	
70002
	
3750 VETERANS, LLC
	
450 WOODVINE AVENUE,

METAIRIE, LA 70005

	
Store
	
17401 SOUTHcenter Pkwy. Suite 141
	
TUKWILA
	
WA
	
98188
	
WINNERS 3 LLC
	
117 EAST LOUISA STREET #230,

SEATTLE, WA 98102 United States

	
Store
	
Towers of Waterford Lakes 464 N AlafayaTrl. S 108
	
ORLANDO
	
FL
	
32828
	
DENO P. DIKEOU
	
543 WYMORE ROAD NORTH, SUITE 106,

MAITLAND, FL 32751

	
Store
	
Orange Plaza 444 Route 211 East, Suite #3
	
MIDDLEtown
	
NY
	
10940
	
NATIONAL REALTY &DEVELOPMENT CORP.
	
3 MANHATTANVILLE ROAD,

PURCHASE, NY 10577-2117

	
Store
	
LAKE SUCCESS SHOP CNTR. 1444UNION TRNPKE
	
NEW HYDE PARK
	
NY
	
11040
	
LAKE SUCCESS SHOPPING CENTER,LLC
	
1526-A UNION TURNPIKE,

NEW HYDE PARK, NY 11040

	
Store
	
ARROWHEAD TOWN CENTER 7530WEST BELL RD STE 103A-B
	
GLENDALE
	
AZ
	
85308
	
ARROWHEAD 75 BELLDEVELOPMENT, LLC
	
3131 EAST CAMELBACK ROAD, SUITE 110,

PHOENIX, AZ 85016

	
Store
	
8864 SE SUNNYSIDE RD
	
CLACKAMAS
	
OR
	
97015
	
PRK HOLDINGS IV LLC
	
CH REALTY III/CLACKAMAS, LLC, 3333  NEW HYDE

PARK RD, SUITE 100, NEW HYDE PARK, NY 11042

	
Store
	
12455 VICTORIA GARDENS LNSTE#170
	
RANCHO CUCAMONGA
	
CA
	
91739
	
FIT DEVELOPMENT, LP
	
564 NORTH SUNRISE AVE,

ROSEVILLE, CA 95661

	
Store
	
BIG BEAVER CTR 2028 W. BIGBEAVER RD
	
TROY (W. Big Beaver)
	
MI
	
48084
	
BIG BEAVER CENTER LLC
	
4036 TELEGRAPH ROAD, SUITE 201,

BLOOMFIELD HILLS, MI 48302

	
Store
	
4001 RIVERDALE RD. #A
	
OGDEN
	
UT
	
84405
	
DAHLE INVESTMENTS, LTD
	
6575 SO. REDWOOD ROAD, SUITE 100,

TAYLORSVILLE, UT 84123

	
Store
	
6170 SOUTH STATE STREET
	
MURRAY
	
UT
	
84107
	
DAHLE INVESTMENTS, LTD
	
6575 SO. REDWOOD ROAD, SUITE 100,

TAYLORSVILLE, UT 84123

	
Store
	
MERIDIAN CROSSROADS 3427 E.FAIRVIEW AVE
	
MERIDIAN (BOISE)
	
ID
	
83642
	
GS II MERIDIAN CROSSROADS LLC
	
EXEC VP PRES. -LEASING, DDR CORP,

3300 ENTERPRISE PARKWAY, BEECHWOOD, OH 44122

	
Store
	
585 SOUTH 24 WEST
	
BILLINGS
	
MT
	
59102
	
DAHLE INVESTMENTS, LTD
	
6575 SO. REDWOOD ROAD, SUITE 100,

TAYLORSVILLE, UT 84123

	
Store
	
2285 E. BASELINE RD.
	
GILBERT
	
AZ
	
85234
	
DAHLE INVESTMENTS, LTD
	
6575 SO. REDWOOD ROAD, SUITE 100,

TAYLORSVILLE, UT 84123

	
Store
	
1505 Post Road East
	
Westport
	
CT
	
06880
	
TODD CORPORATION
	
PETER GREEN,

132 B PARTRICK AVE, NORWALK, CT 06851

	
Store
	
Shops at Stonebriar 2943 Preston RoadSuite 1450
	
Frisco
	
TX
	
75034
	
SHAFER PLAZA 06A, LLC
	
12411 VENTURA BLVD.,

STUDIO CITY, CA 91604

	
Store
	
14182 East Cedar Avenue
	
AURORA
	
CO
	
80012
	
WEINGARTEN MILLER AURORA IILLC
	
WEINGARTEN REALTY INVESTORS, PO BOX 924133,

HOUSTON, TX 77292




 




 


	
Store
	
Millenia Crossing 4012 Eastgate Drive,Suite F100
	
Orlando
	
FL
	
32839
	
MORRIS MILLENIA ASSOCIATES, LLC
	
PETER W. FELDMAN, THE MORRIS COMPANIES, 15155

MICHELANGELO BLVD, STE 102, DELRAY BEACH, FL

	
Store
	
429 SOUTH Associated Road
	
Brea
	
CA
	
92821
	
BPI BREA LLC
	
6905 TELEGRAPH ROAD, SUITE 340,

BLOOMFIELD HILLS, MI 48301

	
Store
	
HUMBLEWOOD SHOPPING CENTER10010 FM 1960 BYPASS ROAD WEST
	
HUMBLE
	
TX
	
77338
	
WESTERNHUMBLEWOOD LP
	
PRESIDENT/PROP MGMT, RPAI SOUTHWEST MGMT LLC,

2021 SPRING ROAD, SUITE 200, OAK BROOK, IL 60523

	
Store
	
THE WATERFRONT 280 EWATERFRONT DR
	
HOMESTEAD
	
PA
	
15120
	
M&J-BIG WATERFRONT MARKETAMITY, LLC
	
M&J WILKOW PROPERTIES, LLC, 180 NORTH MICHIGAN

AVE, SUITE 200, CHICAGO, IL 60601

	
Store
	
GEMINI PLACE TOWNE CTR 1424GEMINI PLACE
	
COLUMBUS
	
OH
	
43240
	
GPTC 3, LLC
	
FRANZ A. GEIGER, NP LIMITED PARTNERSHIP,

8800 LYRA DRIVE, SUITE 550, COLUMBUS, OH 43240

	
Store
	
MISSION VALLEY MALL 1640 CAMINODEL RIO NORTH SUITE 180
	
SAN DIEGO
	
CA
	
92108
	
MISSION VALLEY SHOPPINGTOWNLLC
	
LEGAL DEPARTMENT,  2049 CENTURY PARK EAST, 41ST

FLOOR,

	
Store
	
VILLAGE SQUARE SHOPPING CTR27079 CHAGRIN BLVD
	
WOODMERE (MENTOR)
	
OH
	
44122
	
VILLAGE CHAGRIN PARTNERS, LLC
	
23250 CHAGRIN BLVD., SUITE 255,

BEECHWOOD, OH 44122

	
Store
	
2194 RICHMOND AVENUE
	
STATEN ISLAND
	
NY
	
10314
	
PIER I IMPORTS (US), INC
	
PO BOX 961020

FORT WORTH, TX 76161-0020

	
Store
	
131 N BURKHARDT ROAD SUITE 127
	
EVANSVILLE
	
IN
	
47715
	
LLOYD CROSSING SHOPPINGCENTER, LLC
	
600 EAST 96TH STREET, SUITE 150,

INDIANAPOLIS, IN 46240

	
Store
	
438 SOUTHBRIDGE STREET
	
AUBURN(SHREWSBURY)
	
MA
	
01501
	
THREE LAKES LLC
	
SALTER & KAHN, INC,

359 BOYLSTON STREET, BOSTON, MA 02116

	
Store
	
189 SOUTH BROADWAY RTE 28
	
SALEM
	
NH
	
03079
	
GARABEDIAN FAMILY TRUST
	
352 S. BROADWAY, SALEM, NH  03079

	
Store
	
MAGNOLIA PARK 1025 WOODRUFFROAD
	
GREENVILLE
	
SC
	
29607
	
MAGNOLIA PARK, LLC
	
C/O MENIN DEVELOPMENT, INC., 324 ROYAL PALM

WAY, SUITE 100, PALM BEACH, FL  33480

	
Store
	
9 MALL PLAZA 1830 SOUTH RD STE114
	
WAPPINGERS FALLS
	
NY
	
12590
	
NINE MALL INVESTORS, LLC
	
1680 ROUTE 23 NORTH, SUITE 330,

WAYNE, NJ 07470

	
Store
	
MID RIVERS PLAZA 247 MID RIVERMALL DRIVE SPACE 16
	
SAINT PETERS
	
MO
	
63376
	
THE GREWE LIMITED PARTNERSHIP
	
9109 WATSON ROAD, SUITE 400,

ST. LOUIS, MO 63126




 

 




 

OPERATING LEASES


																
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
RICOH 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Equipment currently under Lease with Commencement Date of 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
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Lease Commencement Date 
	
Lease
	
Monthly Payment
	
Lease Expiration Date
	
Total Lease
	
 
	
 
	
 
	
 
	
 
	
 

	
1/7/2010
	
60 months
	
*** 
	
1/6/2015
	
*** 
	
 
	
 
	
 
	
 
	
 
	
 

	
2/1/2010
	
60 months
	
*** 
	
1/31/2015
	
*** 
	
 
	
 
	
 
	
 
	
 
	
 

	
7/1/2012
	
60 months
	
*** 
	
7/1/2017
	
*** 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Equipment under Lease commencing approximately 11/01/10:
	
 
	
 
	
 
	
 

	
1 -Ricoh MP6002 SP copier
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
2- Ricoh MP5002 SP copiers
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
2 -Ricoh MP3353 SP copiers
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
1 - Ricoh Aficio MP8001 SP copier
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
5 - Ricoh MP4002 SP copiers
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
2- Richoh MPC3003 copiers
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
1-Ricoh C5100S copier
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Lease Commencement Date (1)
	
 
	
Term of Lease
	
 
	
Monthly Payment
	
 
	
Lease Expiration Date 
	
 
	
Total Lease
	
 
	
 

	
10/1/2014
	
 
	
62 months (2)
	
 
	
***
	
 
	
12/1/2019
	
 
	
*** 
	
 
	
 


	
 
	
 
	
 
	
 
	
 
	
 

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

	
(2) First 2 months payment $0; Months 3 – 62 = *** / month.

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
IBM CREDIT LLC
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Equipment under Contract commencing approximately 02/01/2015:
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
1 – 9992-003 IBM PureData System for analytics N2002-005
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Commencement Date 
	
 
	
Monthly Payment
	
Total 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
2/1/2015
	
9 months
	
*** 
	
*** 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Equipment is owned after term ends.
	
 
	
 
	
 
	
 
	
 
	
 
	
 




.

 

 

 

 

 

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

 




 

EXHIBIT 4.7(b) 

Consigned Inventory

None.

 

 

 

 




 

Exhibit 4.9

Insurance Policies

 

 


					
	
Coverage/Limits as of:
	
July 1, 2014
	
 

	
Insurer
	
Policy #
	
Policy Period
	
Coverage
	
Limit

	
Global Property - Does not include all Limits, please consult Policy for full set of Coverage Limits and Deductibles

	
American Home Assurance

Company
	
***
	
6/30/2014 - 6/30/2015
	
Master Policy: Total Limit
	
$200,000,000

	
Earth Movement
	
 

	
555 Turnpike St
	
$200,000,000

	
CA, AK, Hi, PR
	
$5,000,000

	
New Madrid Earthquake Zone Counties
	
$5,000,000

	
Pacific Northwest Earthquake Zone Counties
	
$5,000,000

	
Earth Movement Deductibles
	
 

	
Per Occurrence
	
$100,000

	
CA, AK, Hi, PR
	
5% of the property

Value with a

$250,000 min

	
Pacific Northwest Earthquake Zone Counties and New

Madrid Earthquake Zone Counties
	
5% of the property

Value with a

$100,000 min

	
Flood
	
 

	
Annual Aggregate
	
$200,000,000

	
SFHA Zones
	
$10,000

	
Deductible
	
$100,000

	
SFHA Zone Property Damage
	
$500,000

	
Installation Coverage
	
$500,000

	
Transit
	
$500,000

	
Extra Expense
	
$10,000,000

	
Brands and Labels
	
$1,000,000

	
Newly Acquired Property
	
$3,000,000

	
Unnamed Locations
	
$3,000,000

	
Accounts Receivable
	
$1,000,000

	
Valuable Papers and Records
	
$1,000,000

	
Electronic Data and Media (other than cyber)
	
$3,500,000

	
Demolitiona and Increased Cost of Construction
	
 




 

 


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







 

 


					
	
Coverage/Limits as of:
	
July 1, 2014
	
 

	
 
	
 
	
 
	
A. Undamaged Portion
	
Policy Limit

	
B. Demolition
	
$5,000,000

	
C. Compliance with Laws
	
$5,000,000

	
Errors & Omissions
	
$3,000,000

	
Terrorism Inside the US
	
$200,000,000

	
Terrorism Outside the US
	
Not Included

	
Fungus, Mold, or Mildew
	
$1,000,000

	
Service Interruption
	
$1,000,000

	
Ordinary Payroll
	
90 Days

	
All Losses unless specified
	
$25,000

	
Wind/Hail in High Hazard Wind Zones
	
5% of the property

Value with a

$250,000 min

	
Equipment Breakdown
	
$10,000

	
***
	
6/30/2013 - 6/30/2014
	
Canada Total Limit
	
$2,315,043

	
Earth Movement
	
Not Covered

	
Flood
	
Not Covered

	
Windstorm
	
$2,315,043

	
All Other Perils Deductibles
	
$25,000

	
***
	
6/30/2014 - 6/30/2015
	
United Kingdom Total Limit
	
$2,315,043

	
Earth Movement
	
Not Covered

	
Flood
	
Not Covered

	
Windstorm
	
$2,315,043

	
All Other Perils Deductible
	
$25,000

	
Total US Billed

	
Total Locally Billed*

	
Total Global Premium

	
*UK Terrorism Premium is 436.59GBP - Conversion to US $ 9/18/2014 rate 1.64.




 

 


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







 

 


					
	
Coverage/Limits as of:
	
July 1, 2014
	
 

	
Cargo

	
Indemnity Insurance

Company of North

America
	
***
	
6/30/2014 - 6/30/2015
	
Any One Conveyance or Connecting Conveyance
	
$5,000,000

	
War Limit
	
$5,000,000

	
Deductible
	
$5,000

	
General Liability

	
Liberty Mutual Fire

Insurance Co.
	
***
	
07/01/2014 - 07/01/2015
	
General Aggregate
	
$10,000,000

	
Products-Completed Operations Aggregate
	
$2,000,000

	
Each Occurrence
	
$1,000,000

	
Personal & Advertising Injury
	
$1,000,000

	
Damage to Premises Rented - any one prem
	
$1,000,000

	
Medical Expenses
	
$10,000

	
Employee Benefits Each Claim
	
$1,000,000

	
Employee Benefits Aggregate
	
$2,000,000

	
Retroactive Date
	
7/1/2014

	
Workers' Compensation and Employers' Liability

	
Liberty Insurance

Corporation
	
***
	
07/01/2014 - 07/01/2015
	
Workers' Compensation
	
Statutory

	
BI by Accident each Accident
	
$1,000,000

	
BI by Disease Policy Limit
	
$1,000,000

	
BI by Disease each Employee
	
$1,000,000

	
Retention
	
$250,000

	
***
	
07/01/2014 - 07/01/2015
	
Workers' Compensation
	
Statutory

	
BI by Accident each Accident
	
$1,000,000

	
BI by Disease Policy Limit
	
$1,000,000

	
BI by Disease each Employee
	
$1,000,000

	
Retention
	
$250,000

	
Business Auto Liability

	
Liberty Mutual Fire

Insurance Co.
	
***
	
07/01/2014 - 07/01/2015
	
Liability - Any Auto
	
$1,000,000

	
Uninsured Motorists
	
Statutory

	
Medical Payments
	
$10,000




 

 


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







 

 


					
	
Coverage/Limits as of:
	
July 1, 2014
	
 

	
International Casualty (DIC)

	
ACE American Insurance

Company
	
***
	
06/30/2014 - 06/30/2017
	
General Liability
	
 

	
General Aggregate
	
Not Applicable

	
Products-Completed Operations Aggregate
	
$2,000,000

	
P&AI Aggregate
	
$1,000,000

	
Each Occurrence
	
$1,000,000

	
Med Expense
	
$25,000

	
Employee Benefits Coverage
	
 

	
Employee Benefits Each Claim
	
$1,000,000

	
Employee Benefits Aggregate
	
$1,000,000

	
Accidental Death & Dismemberment
	
 

	
Principal Sum (per covered person)
	
$250,000

	
Accident Aggregate (per Occurrence)
	
$1,500,000

	
Non-Occupational Medical Expense
	
$25,000

	
Auto:
	
 

	
Combined Single Liability Limit - Any One Accident
	
$1,000,000

	
Hired Auto PD Any One Accident
	
$50,000

	
Hired Auto PD Any One Policy Period
	
$50,000

	
Medical Payments
	
$50,000

	
Foreign Voluntary Compensation
	
 

	
North Americans: State of Hire; 3rd Country Nationals:

Country of Origin; Local Nationals: EL Only
	
 

	
BI by Accident each Accident
	
$1,000,000

	
BI by Disease each Employee
	
$1,000,000

	
BI by Disease Policy Limit
	
$1,000,000

	
Medical Assistance Services
	
$1,000,000

	
Special Risk
	
 

	
Extortion/Ransom Monies Payment (each loss)
	
$250,000

	
In-Transit Extortion/Ransom (each loss)
	
$250,000

	
Expenses (each loss)
	
$250,000

	
Legal Costs (each loss)
	
$250,000

	
Medical, Death or Dismemberment (each life)
	
$10,000

	
Medical, Death or Dismemberment (each incident)
	
$100,000




 

 


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







 

 


					
	
Coverage/Limits as of:
	
July 1, 2014
	
 

	
 
	
 
	
 
	
Incident Response (each loss)
	
$250,000

	
Total International Premium Excluding Locally Issued Policies

	
* Please note that Admitted Policy taxes are subject to change based on local laws and regulations




 

 


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







 

 


					
	
Coverage/Limits as of:
	
July 1, 2014
	
 

	
Umbrella Liability

	
Continental Casualty

Company
	
***
	
07/01/2014 - 07/01/2015
	
General Aggregate
	
$25,000,000

	
Each Occurrence
	
$25,000,000

	
Self Insured Retention
	
$10,000

	
Excess Casualty

	
Ohio Casualty Insurance

Company
	
***
	
07/01/2014 - 07/01/2015
	
General Aggregate
	
$25,000,000

	
Each Occurrence
	
$25,000,000

	
In Excess of:
	
$25,000,000

	
Primary Directors & Officers

	
National Union Fire

Insurance Company of

Pittsburgh, Pa.
	
***
	
07/01/2014 - 07/01/2015
	
Policy Limit
	
$10,000,000

	
Securities Claim Retention
	
$500,000

	
Employment Practices Claim Retention
	
$150,000

	
Other Claims Retention
	
$150,000

	
A & B Continuity Date
	
4/21/1996

	
C Continuity Date
	
Date a person first

becomes an outside entity

	
D Continuity Date
	
7/1/2004

	
First Layer Excess Directors & Officers

	
Travelers Cas & Surety

Company of America
	
***
	
07/01/2014 - 07/01/2015
	
Limit
	
$10,000,000

	
In Excess of:
	
$10,000,000

	
Second Layer Excess Directors & Officers

	
Monitor Liability

Managers
	
***
	
07/01/2014 - 07/01/2015
	
Limit
	
$5,000,000

	
In Excess of:
	
$20,000,000

	
Third Layer Side A Excess Directors & Officers

	
National Union Fire Ins Co

of Pittsburgh, Pa.
	
***
	
07/01/2014 - 07/01/2015
	
Limit
	
$10,000,000

	
In Excess of:
	
$25,000,000




 

 


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







 

 


					
	
Coverage/Limits as of:
	
July 1, 2014
	
 

	
Fiduciary Liability

	
National Union Fire Ins Co

of Pittsburgh, Pa.
	
***
	
07/01/2014 - 07/01/2015
	
Limit
	
$5,000,000

	
Continuity Date
	
7/1/2005

	
Employment Practices Liability

	
National Union Fire

Insurance Company of

Pittsburgh, Pa.
	
***
	
07/01/2014 - 07/01/2015
	
Aggregate Limit
	
$5,000,000

	
Continuity Date
	
4/28/2000

	
Retention
	
$250,000

	
Crime

	
National Union Fire

Insurance Company of

Pittsburgh, Pa.
	
***
	
07/01/2014- 07/01/2015
	
Loss of Assets
	
$5,000,000

	
Loss of Employee Benefit Plan Assets
	
$5,000,000

	
Credit Card Forgety
	
$5,000,000

	
Deductible
	
$150,000




 

 


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







 

 


					
	
Coverage/Limits as of:
	
July 1, 2014
	
 

	
Cyber Risk

	
Beazley Insurance

Company, Inc.
	
***
	
10/14/2014-10/14/2015
	
Policy Aggregate (I.A, I.C-I.E)
	
$10,000,000

	
Retroactive Date (unless specified below)
	
10/14/2003

	
Continuity Date (unless specified below)
	
10/14/2006

	
Information Security & Privacy Liability (I.A)
	
incl above

	
Retention
	
$150,000

	
Privacy Breach Response Services (I.B)
	
$2,000,000

	
Legal and Forensic Expenses Aggregate Sublimit
	
$2,000,000

	
Retention
	
$10,000

	
Foreign Notifications Aggregate Sublimit
	
$2,000,000

	
Creddit Monitoring Program
	
>100 individuals

	
Regulatory Defense & Penalties (I.C) Aggregate Sublimit
	
$10,000,000

	
Website Media Content Liability (I.D)
	
incl above

	
Retention
	
$150,000

	
Retroactive Date
	
10/14/2006

	
Crisis Management & Public Relations (I.B) Aggregate Sub
	
$2,000,000

	
Retention
	
$10,000




 

 


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







 

 


					
	
Coverage/Limits as of:
	
July 1, 2014
	
 

	
Special Risk Policy

	
US Specialty Insurance

Company
	
***
	
7/1/2014-7/1/2017
	
Limit
	
$10,000,000

	
Loss of Earnings per loss
	
$10,000,000

	
Death/Dismemberment - per person
	
$250,000

	
Death/Dismemberment - per accident
	
$1,250,000

	
Emergency Repatriation/Relocation Expense per loss
	
$250,000

	
Emergency Repatriation/Relocation Expense aggregate
	
$250,000

	
Threat Response - any one loss
	
$100,000

	
Threat Response - any one period
	
$100,000

	
Disappearance/Investigation Expense
	
$50,000

	
Business Travel Accident - Does not include all Limits, please consult Policy for full set of Coverage Limits and Deductibles

	
Federal Insurance

Company
	
***
	
3/1/2013-3/1/2016
	
Aggregate Limit per Aircraft Accident
	
$5,000,000

	
Aggregate Limit per Felonious Assault
	
$5,000,000

	
Cov A: Principal Sums
	
 

	
Class 1: 24 Hour Business & Pleasure - One times salary to

a max of:
	
$1,000,000

	
Class 2: 24 hour Business Travel - One times salary to a

max of:
	
$500,000

	
Class 2: Felonious assault - One times salary to a max of:
	
$500,000

	
Class 3: 24 hour Business Travel - One times salary to a

max of:
	
$150,000

	
Class 3: Felonious assault - One times salary to a max of:
	
$150,000

	
Class 4: 24 hour Business Travel - One times salary to a

max of:
	
$75,000

	
Class 4: Felonious assault - One times salary to a max of:
	
$75,000

	
Class 5: Business Travel Family
	
$25,000

	
Class 6: Business Travel Family
	
$10,000




 


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







 

EXHIBIT 4.11

CAPITAL LEASES

None.

 

 

 

 




 

EXHIBIT 4.13(a) 

Labor Relations

None.

 

 

 

 




 

EXHIBIT 4.19

LITIGATION

GENERAL LITIGATION

 


							
	
Name of Case
	
Jurisdiction
	
Date Filed
	
Description of

Claim
	
Amount

Sought
	
DXLG's Counsel
	
Status

	
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
	
***

	
Y & Z Worldwide, Inc. v. CMRG Apparel, LLC
	
Suffolk Superior

Court, CV 2013-

03132-F
	
Served 9/12/13
	
Claims is owed for goods purchased and delivered.
	
$250,000
	
Sherin and Lodgen
	
****




 

 

 


	
*** 
	
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

 


					
	
Name of Case
	
Jurisdiction
	
Date Filed
	
Description of Claim
	
DXLG's Counsel

	
Hibba Munjy vs. Destination XL Group, Inc. and Casual Male Store, LLC 
	
Superior Court, Fresno County, CA. Case

#14CECG02190
	
Served 9/4/14
	
Ms. Munjy alleges that she was subjected to sexual harassment and resigned her position during a two-week training program in Atlanta, GA in 2013.
	
Henry Sanchez, Jackson Lewis

	
Breana Jeter-Polk v. Casual Male Store, LLC and Destination XL Group, Inc.
	
Superior Court, San Bernardino County, CA. CIV DS

1403644
	
  4/2/2014
	
Jeter-Polk alleges, on behalf of herself and a putative class that Casual Male XL stores in California failed to provide meal and rest breaks and to pay for overtime for all time worked; as well as failing to provide timely and itemized wage statements.
	
David Casey, Michael Mankes, Littler Mendelson




 

 

 


	
*** 
	
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

	
***
	
 
	
Maryland HCHRC Matter#14-07-039. EEOC Charge Number: 12E-2014-00021.
	
***
	
 

	
***
	
8/21/2014
	
Indianapolis EEOC Charge Number 474-2014-

00801
	
***
	
 




 

 

 


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







 

 

EXHIBIT 4.25

Franchise Location

Pursuant to the Franchise Agreement for DXLTM Store by and between CMRG Europe, B.V. and Standard Arabian Business & Enterprise Company WLL, dated June 23, 2011 and amended by Novation Agreement by and between CMRG Europe, B.V., Destination XL Group, Inc. and Standard Arabian Business & Enterprise Company WLL, dated January 7, 2014 for the DXL store located at Symphony Mall, Golf Road, Salmiya, Kuwait. 




 




 

EXHIBIT 4.28(b) 

Contingent Obligations

 

 

In addition to minimum rental payments, many of the store leases to which Destination XL Group, Inc. and/or its subsidiaries (singularly, “DXLG” or collectively, the “DXLG 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, DXLG 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, DXLG 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 DXLG currently occupies as its corporate headquarters.

On January 30, 2006, DXLG entered into a sale-leaseback transaction with Spirit Finance Corporation, a third party real estate investment trust (“Spirit”).  In connection with the transaction, DXLG Male sold its headquarters and distribution center property to Spirit for $56.0 million.  At the closing on February 1, 2006 DXLG entered into a twenty-year lease agreement with a wholly-owned subsidiary of Spirit whereby DXLG agreed to lease the property back for an annual rent of $4.6 million.

DXLG 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 DXLG.




 




 

 

EXHIBIT 5.4

See Attached.




 




 

 



 

 

 




 

EXHIBIT 5.8

 

See attached.

 




 




 

[Company Letterhead]

 

_____________________, 20 __



Wells Fargo Bank, National Association, as Administrative Agent

One Boston Place, 18th Floor

Boston, MA 02108

Attention:  Sally A. Sheehan, Director

 

RE: DESTINATION XL GROUP, INC.

(the “Borrowers’ Representative”)

 

Financial Statement For: The [month][quarter][year] ended _____________________, 20 __.

 

Dear Sally:

 

This Certificate accompanies the above described financial statement (the “Financial Statement”) furnished to you by the Borrowers’ Representative and is delivered in accordance with Article 5 of the Term Loan and Security Agreement dated October 29, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) between, among others, the Borrowers’ Representative, the Borrowers, and you. Terms used herein which are defined in the Loan Agreement are used as so defined.

 

The undersigned have each reviewed the Financial Statement, the Loan Agreement, and each of the other Loan Documents, and has made such inquiry as the undersigned deem appropriate. Following such review, the undersigned CERTIFIES as follows:

 

(a) Financial Statement. The Financial Statement was prepared in accordance with GAAP consistently applied and present 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 by the Financial Statement, subject however (unless this Certificate accompanies the annual Financial Statement) to usual year-end adjustments and the absence of footnotes.

 

(b) Defaults. Except as set forth below, no Default or Event of Default has occurred or is continuing. If a Default or Event of Default has occurred, the following describes the nature of the Default in reasonable detail and the steps, if any, being taken or contemplated by the Loan Parties to be taken on account thereof.

 

Describe Default(s) or Event(s) of Default and steps taken (Note, if no Default or Event of Default has occurred, insert “Not Applicable”):

 

(c) Notices. No event, immediate notice of which is to be provided by the Borrowers’ Representative in accordance with Section 5.3 of the Loan Agreement, has occurred, other than those events, written notice of which has previously been provided and those events (if any) described below:

 

Describe Section 5.3 events (Note, if no such event has occurred, insert “Not Applicable”)

 


	
(d) 
	
Consolidated Fixed Charge Coverage Ratio. The reasonably detailed calculations with respect to the Consolidated Fixed Charge Coverage Ratio for the Fiscal Month ending  ____________ are attached hereto as Appendix I (whether or  not  a  Covenant Compliance Event has occurred and is continuing).







 




 

 

(e)        [Store Openings/Store Closings. A list of Stores that were opened and/or closed, including, 

without limitation, the name and address of each such Store and date of the opening or closing, since _________________ (the date of the last similar certification), is attached hereto as Appendix II. Exhibit 4.5 of the Loan Agreement is deemed updated to reflect the information set forth in such Appendix II.

 

(Note, if no Store openings or closing have occurred, insert “Not Applicable.”)]1

 

 

Destination XL Group, Inc.

 

 

 

_____________________________

By: Peter H. Stratton, Jr.

Title: Senior Vice President, Chief Financial Officer and Treasurer

 

 

 





	
	
 





	
1 
	
 NTD: to be used only if accompanying financial statements.




 




 

Appendix I to Compliance Certificate

 

The following is a calculation of Consolidated Fixed Charge Coverage Ratio for the Fiscal Month ending on ___________________________.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




 




 

Appendix II to Compliance Certificate

 

The following Stores were opened since ________ (the date of the last similar certification):

 


			
	
Name
	
Address
	
Date

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 




 

 

The following Stores were closed since ________ (the date of the last similar certification):

 


			
	
Name
	
Address
	
Date

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 




 

 

 

 

 

 

 

 

 

 

 




 

EXHIBIT 7.1

DDAs

 


								
	
STORE NO.
	
Bank_Name
	
BANK_ADDRESS
	
CITY
	
ST
	
ZIP
	
TELEPHONE
	
ACCOUNT #

	
9011
	
CHASE (JPMORGAN)
	
875 N MICHIGAN AVE
	
CHICAGO
	
IL
	
60611
	
(312) 664-4600
	
***

	
9015
	
BANK OF AMERICA
	
3116 Peachtree Road, NE
	
Atlanta
	
GA
	
30305
	
 
	
***

	
9053
	
BANK OF AMERICA
	
9550 METCALF
	
OVERLAND PARK
	
KS
	
66212
	
(816) 979-8945
	
***

	
9054
	
CHASE (JPMORGAN)
	
325 NORTH MILWAKEE AVENUE
	
VERNON HILLS
	
IL
	
60061
	
(847) 821-8716
	
***

	
9055
	
CHASE (JPMORGAN)
	
2031 WEST HENDERSON ROAD
	
COLUMBUS
	
OH
	
43220
	
(614) 248-2323
	
***

	
9056
	
BANK OF AMERICA
	
5270 POPLAR AVENUE
	
MEMPHIS
	
TN
	
38119
	
(901) 684-6000
	
***

	
9058
	
BANK OF AMERICA
	
8100 FORSYTH BLVD
	
ST LOUIS
	
MO
	
63105
	
(314) 466-0482
	
***

	
9059
	
CHASE (JPMORGAN)
	
18100 WEST ELEVEN MILE ROAD
	
LATHRUP VILLAGE
	
MI
	
48076
	
(248) 424-8720
	
***

	
9060
	
CHASE (JPMORGAN)
	
3100 Fairlane Drive
	
Allen Park
	
MI
	
48101
	
(800) 935-9935
	
***

	
9063
	
CHASE (JPMORGAN)
	
43100 GRAND RIVER AVENUE
	
NOVI
	
MI
	
48375
	
(248) 349-2424
	
***

	
9064
	
CHASE (JPMORGAN)
	
13999 LAKESIDE CIRCLE
	
STERLING HEIGHTS
	
MI
	
48313
	
(586) 247-4900
	
***

	
9066
	
CHASE (JPMORGAN)
	
989 MCBRIDE AVE
	
WEST PATERSON
	
NJ
	
07424
	
(973) 812-3200
	
***

	
9067
	
BANK OF AMERICA
	
46 Parsonage Rd
	
Menlo Park
	
NJ
	
08837
	
(800) 841-4000
	
***

	
9070
	
BANK OF AMERICA
	
11800 ROCKVILLE PIKE
	
ROCKVILLE
	
MD
	
20852
	
(301) 881-8390
	
***

	
9072
	
CHASE (JPMORGAN)
	
3235 NORTH MESQUITE
	
MESQUITE
	
TX
	
75150
	
(972) 270-5481
	
***

	
9074
	
CHASE (JPMORGAN)
	
1337 GESSNER
	
HOUSTON
	
TX
	
77055
	
(713) 751-6100
	
***

	
9076
	
BANK OF AMERICA
	
4040 SOUTH COOPER STREET
	
ARLINGTON
	
TX
	
76015
	
(817) 468-4787
	
***

	
9080
	
BANK OF AMERICA
	
220 SOUTH ESCONDIDO BLVD
	
ESCONDIDO
	
CA
	
92025-4183
	
(760) 489-2001
	
***

	
9082
	
BANK OF AMERICA
	
19240 NORDHOFF STREET
	
NORTHRIDGE
	
CA
	
91324
	
(818) 885-4060
	
***

	
9084
	
BANK OF AMERICA
	
1108 THE MALL IN COLUMBIA
	
COLUMBIA
	
MD
	
33401
	
(410) 730-8971
	
***

	
9105
	
BANK OF AMERICA
	
900 BALD HILL ROAD
	
WARWICK
	
RI
	
02886
	
(401) 821-7588
	
***

	
9112
	
BANK OF AMERICA
	
71 Faunce Corner Rd
	
North Dartmouth
	
MA
	
02747
	
(800) 841-4000
	
***

	
9117
	
BANK OF AMERICA
	
310 Daniel Webster Highway
	
Nashua
	
NH
	
03060
	
(800) 841-4000
	
***

	
9119
	
CHASE (JPMORGAN)
	
4730 WEST 79th STREET
	
CHICAGO
	
IL
	
60652
	
(773) 585-7700
	
***

	
9120
	
CHASE (JPMORGAN)
	
215 ROUTE 83
	
ELMHURST
	
IL
	
60126
	
(630) 834-7329
	
***

	
9123
	
BANK OF AMERICA
	
2030 COLISEUM DRIVE SUIT A
	
HAMPTON
	
VA
	
23666
	
(757) 896-3300
	
***

	
9127
	
CHASE (JPMORGAN)
	
1225 SOUTH PARK DRIVE
	
GREENWOOD
	
IN
	
46143
	
(317) 321-4004
	
***

	
9131
	
BANK OF AMERICA
	
1188 NIAGARA FALLS BLVD
	
TONAWANDA
	
NY
	
14150
	
(716) 833-3330
	
***

	
9137
	
BANK OF AMERICA
	
330 BUSH RIVER ROAD
	
COLUMBIA
	
SC
	
29210
	
(803) 765-4730
	
***

	
9139
	
BANK OF AMERICA
	
7420 RIVERS AVENUE
	
NORTH CHARLESTON
	
SC
	
29406
	
(843) 720-4945
	
***

	
9142
	
BANK OF AMERICA
	
1774 WASHINGTON STREET
	
HANOVER
	
MA
	
02339
	
(800) 841-4000
	
***

	
9144
	
BANK OF AMERICA
	
225 MEMORIAL AVENUE
	
WEST SPRINGFIELD
	
MA
	
01089
	
(413) 746-3263
	
***

	
9147
	
WELLS FARGO
	
 
	
 
	
MA
	
 
	
(617) 310-8041
	
***

	
9149
	
BANK OF AMERICA
	
133 Wolf Rd
	
Albany
	
NY
	
12205
	
(800) 841-4000
	
***

	
9152
	
BANK OF AMERICA
	
2501 NORTH OAK STREET
	
MYRTLE BEACH
	
SC
	
29577
	
(843) 946-2100
	
***

	
9155
	
CHASE (JPMORGAN)
	
6303 N PORTLAND
	
OKLAHOMA CITY
	
OK
	
73112
	
(405) 440-8575
	
***

	
9157
	
BANK OF AMERICA
	
756 TWO MILE PARKWAY
	
GOODLETESVILLE
	
TN
	
37072
	
(615) 859-4158
	
***

	
9159
	
BANK OF AMERICA
	
2850 PRINCE WILLIAM PARKWAY
	
WOODBRIDGE
	
VA
	
22191
	
(703) 497-0801
	
***

	
9160
	
BANK OF AMERICA
	
858 WASHINGTON ST
	
DEDHAM
	
MA
	
02026
	
(800) 841-4000
	
***

	
9161
	
BANK OF AMERICA
	
One Post Office Square
	
Lynnfield
	
MA
	
01940
	
(800) 841-4000
	
***

	
9166
	
BANK OF AMERICA
	
1263 MILITARY RD
	
NIAGARA FALLS
	
NY
	
14304
	
(716) 283-8783
	
***

	
9171
	
CHASE (JPMORGAN)
	
2325 SOUTHLAKE MALL
	
MERRILLVILLE
	
IN
	
46410
	
(219) 738-4254
	
***

	
9172
	
BANK OF AMERICA
	
7220 SAND LAKE RD
	
ORLANDO
	
FL
	
32819
	
(407) 351-4220
	
***

	
9174
	
BANK OF AMERICA
	
3333 WEST HENRIETTA RD
	
ROCHESTER
	
NY
	
14623
	
(585) 475-1687
	
***

	
9175
	
BANK OF AMERICA
	
1349 BOSTON POST ROAD
	
MILFORD
	
CT
	
06460
	
(203) 876-3383
	
***

	
9176
	
BANK OF AMERICA
	
2105 PINECROFT ROAD
	
GREENSBORO
	
NC
	
27407
	
(336) 805-3745
	
***

	
9178
	
BANK OF AMERICA
	
880 NORTH MILITARY HIGHWAY
	
NORFOLK
	
VA
	
23502
	
(757) 466-5150
	
***

	
9180
	
CHASE (JPMORGAN)
	
36 E Midland Ave
	
Paramus
	
NJ
	
07652
	
(201) 634-1047
	
***

	
9186
	
BANK OF AMERICA
	
2500 ROUTE 22 CTR
	
UNION
	
NJ
	
07083
	
(908) 622-9324
	
***

	
9187
	
US BANK
	
2690 Snelling Avenue North
	
ROSEVILLE
	
MN
	
55113
	
(631) 636-8300
	
***

	
9190
	
CHASE (JPMORGAN)
	
7606 WEST MORGAN AVENUE
	
MILWAUKEE
	
WI
	
53220
	
(414) 546-7485
	
***

	
9191
	
BANK OF AMERICA
	
99 Rockingham Park Boulevard
	
Salem
	
NH
	
03079
	
(800) 841-4000
	
***

	
9193
	
BANK OF AMERICA
	
994 Middle Country Rd
	
Selden
	
NY
	
11784
	
(800) 841-4000
	
***

	
9194
	
CHASE (JPMORGAN)
	
2255 NORTH CALHOUN ROAD
	
BROOKFIELD
	
WI
	
53005
	
(262) 821-4321
	
***

	
9197
	
BANK OF AMERICA
	
75 Middlesex Turnpke
	
Burlington
	
MA
	
01803
	
(800) 841-4000
	
***

	
9199
	
BANK OF AMERICA
	
1290 HOOPER AVENUE
	
TOMS RIVER
	
NJ
	
08753
	
(732) 240-3300
	
***

	
9201
	
US BANK
	
8000 Lyndale Avenue South
	
Bloomington
	
MN
	
55420
	
(952) 887-6045
	
***

	
9202
	
CHASE (JPMORGAN)
	
7510 BRISTOL RD
	
BRISTOL
	
WI
	
53104
	
(262) 857-3827
	
***

	
9204
	
PROVIDENT BANK
	
44 WEST ROUTE 59
	
NANUET
	
NY
	
10954
	
(845) 627-6180
	
***

	
9205
	
CHASE (JPMORGAN)
	
2101 SOUTH BEND AVENUE
	
SOUTH BEND
	
IN
	
46637
	
(574) 283-4150
	
***

	
9207
	
CHASE (JPMORGAN)
	
2368 CENTRAL PARK AVE
	
Yonkers
	
NY
	
10710
	
(914) 337-0878
	
***

	
9208
	
CHASE (JPMORGAN)
	
5485 EAST HURON RIVER DRIVE
	
YPSILANTI
	
MI
	
48197
	
(734) 995-8094
	
***

	
9211
	
CHASE (JPMORGAN)
	
5230 FLATBUSH AVENUE & AVENUE U
	
BROOKLYN
	
NY
	
11234
	
(718) 692-5850
	
***

	
9213
	
BANK OF AMERICA
	
195 Bristol Oxford Valley Road
	
Langhorne
	
PA
	
19047
	
(800) 841-4000
	
***

	
9220
	
CHASE (JPMORGAN)
	
4763 GREAT NORTHERN BLVD
	
NORTH OLMSTED
	
OH
	
44070
	
(440) 777-4888
	
***

	
9221
	
BANK OF AMERICA
	
2669 MURFREESBORO ROAD
	
NASHVILLE
	
TN
	
37217
	
(615) 291-2945
	
***

	
9223
	
BANK OF AMERICA
	
141 SOUTH ROCK RD
	
WICHITA
	
KS
	
67207
	
(316) 261-4557
	
***

	
9224
	
CHASE (JPMORGAN)
	
4144 BAY RD
	
SAGINAW
	
MI
	
48603
	
(989) 771-2440
	
***

	
9225
	
BANK OF AMERICA
	
6711 RITCHIE HIGHWAY
	
GLEN BURNIE
	
MD
	
21061-2395
	
(410) 766-3500
	
***




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

 




 


	
9227
	
CHASE (JPMORGAN)
	
17800 FORT STREET
	
RIVERVIEW
	
MI
	
48192
	
(734) 284-0365
	
***

	
9229
	
US BANK
	
100 NORTH 56TH STREET
	
LINCOLN
	
NE
	
68504
	
(402) 467-8002
	
***

	
9232
	
CHASE (JPMORGAN)
	
4600 DRESSLER ROAD
	
CANTON
	
OH
	
44718
	
(330) 492-4431
	
***

	
9235
	
CHASE (JPMORGAN)
	
SOUTH FLINT PLAZA 4841 FENTON RD
	
FLINT
	
MI
	
48507
	
(810) 234-3557
	
***

	
9236
	
UNITED SAVINGS BANK
	
301 BALTIMORE PIKE & WEST AVE
	
SPRINFFIELD
	
PA
	
19064-3809
	
(610) 544-9090
	
***

	
9241
	
CHEVY CHASE BANK
	
7515 Greenbelt Road
	
GREENBELT
	
MD
	
20770
	
(301) 614-2401
	
***

	
9242
	
CITIZENS BANK
	
 
	
 
	
NY
	
12804
	
(518) 798-4057
	
***

	
9250
	
BANK OF AMERICA
	
910 TALON DRIVE
	
O'FALLON
	
IL
	
62269
	
(618) 632-5500
	
***

	
9251
	
CITIZENS NATIOANL BANK
	
PO BOX 4610 PIGEON FORGE OFFICE
	
SEVIERVILLE
	
TN
	
37864-4610
	
(865) 429-7585
	
***

	
9252
	
US BANK
	
72nd and Dodge
	
OMAHA
	
NE
	
68114
	
(402) 399-3733
	
***

	
9254
	
CHASE (JPMORGAN)
	
120 NORTH SCOTT
	
JOLIET
	
IL
	
60432
	
(815) 727-2601
	
***

	
9256
	
BANK OF AMERICA
	
3371 US HWY 1
	
LAWRENCEVILLE
	
NJ
	
08648
	
(800) 432-1000
	
***

	
9257
	
CHASE (JPMORGAN)
	
5435 NORTHFIELD ROAD
	
BEDFORD HEIGHTS
	
OH
	
44146
	
(216) 475-5300
	
***

	
9258
	
HUNTINGTON BANK
	
4105 TALMADGE ROAD
	
TOLEDO
	
OH
	
43623
	
(419) 254-7052
	
***

	
9260
	
NORTHWEST SAVINGS BANK
	
8 MILLCREEK SQUARE
	
ERIE
	
PA
	
16509
	
(814) 866-3900
	
***

	
9270
	
CHASE (JPMORGAN)
	
2404 EAST OAKLAND AVENUE
	
BLOOMINGTON
	
IL
	
61701
	
(309) 433-9151
	
***

	
9271
	
CHASE (JPMORGAN)
	
202 FOREST BLVD
	
PARK FOREST
	
IL
	
60466
	
(708) 747-2400
	
***

	
9272
	
TD BANK
	
30 STATE ROAD
	
KITTERY
	
ME
	
03904
	
207 - 439-2066
	
***

	
9273
	
CHASE (JPMORGAN)
	
1935 BRETON ROAD SOUTHEAST
	
GRAND RAPIDS
	
MI
	
49506
	
(616) 771-7025
	
***

	
9274
	
CHASE (JPMORGAN)
	
1 EAST OLD STATE CAPITOL PLAZA
	
SPRINGFIELD
	
IL
	
62701
	
(217) 525-9600
	
***

	
9280
	
FIRST NAT'L BANK OF PA
	
4885 MCKNIGHT RD
	
PITTSBURG
	
PA
	
15237
	
(412) 366-7700
	
***

	
9286
	
BANK OF AMERICA
	
1699 Whitney Ave
	
Hamden
	
CT
	
06517
	
(800) 841-4000
	
***

	
9292
	
BANK OF AMERICA
	
1469 Route 9
	
Wappingers Falls
	
NY
	
12590
	
(800) 841-4000
	
***

	
9302
	
BANK OF AMERICA
	
1123 SOUTH UNIVERSITY
	
LITTLE ROCK
	
AR
	
72205
	
(501) 664-3613
	
***

	
9304
	
CHASE (JPMORGAN)
	
2109 WEST CENTRE
	
PORTAGE
	
MI
	
49002
	
(269) 323-0381
	
***

	
9306
	
M & T BANK
	
811 KIDDER STREET
	
WILKES-BARRE
	
PA
	
18702
	
(570) 824-5915
	
***

	
9309
	
BANK OF AMERICA
	
3400 WESTOWN PARKWAY
	
WEST DES MOINES
	
IA
	
50266
	
(515) 224-0615
	
***

	
9311
	
PNC BANK
	
32 MIRACLE MILE SHOPPING CENTER
	
MONROEVILLE
	
PA
	
15146
	
(412) 373-2476
	
***

	
9312
	
BANK OF AMERICA
	
67 Old Newtown Rd
	
Danbury
	
CT
	
06810
	
(800) 841-4000
	
***

	
9316
	
M & T Bank
	
2421 Old Philadelphia Pike
	
LANCASTER
	
PA
	
17602
	
(717) 293-5505
	
***

	
9319
	
US BANK
	
5501 WEST 41ST
	
SIOUX FALLS
	
SD
	
57106
	
(605) 323-3580
	
***

	
9323
	
FIRST CITIZENS BANK
	
241 EAST MARKET ST,  PO BOX 1377
	
SMITHFIELD
	
NC
	
27577-1377
	
(919) 989-3274
	
***

	
9324
	
US BANK
	
3802 13th Avenue South
	
FARGO
	
ND
	
58103
	
(701) 281-0975
	
***

	
9327
	
CHASE (JPMORGAN)
	
30730 GROESBECK HIGHWAY
	
ROSEVILLE
	
MI
	
48066
	
(586) 775-7800
	
***

	
9330
	
WELLS FARGO
	
143 OLD COUNTRY RD
	
Carle Place
	
NY
	
11514
	
(516) 577-8317
	
***

	
9331
	
BANK OF AMERICA
	
4495 LEMAY FERRY ROAD
	
ST LOUIS
	
MO
	
63129
	
(314) 284-3800
	
***

	
9333
	
BANK OF AMERICA
	
4189 SOUTH SERVICE ROAD
	
ST PETERS
	
MO
	
63376
	
(636) 939-1236
	
***

	
9336
	
BANK OF AMERICA
	
425 Philbrook Ave
	
South Portland
	
ME
	
04106
	
(800) 841-4000
	
***

	
9340
	
BANK OF AMERICA
	
7520 MARLBORO PIKE
	
FORESTVILLE
	
MD
	
20747
	
(301) 817-7760
	
***

	
9343
	
FIRST NATIONAL BANK
	
 
	
PITTSBURGH
	
PA
	
15205
	
(412) 490-0330
	
***

	
9347
	
BANK OF AMERICA
	
6701 SOUTH MEMORIAL DRIVE
	
TULSA
	
OK
	
74133
	
(918) 591-6865
	
***

	
9349
	
FIFTH THIRD BANK
	
1250 NORTH GREEN RIVER RD
	
EVANSVILLE
	
IN
	
47715
	
(812) 474-2741
	
***

	
9351
	
BANK OF AMERICA
	
2126 GUNBARREL
	
CHATTANOOGA
	
TN
	
37421
	
 
	
***

	
9356
	
CHASE (JPMORGAN)
	
8515 FONDREN
	
HOUSTON
	
TX
	
77074
	
(713) 751-6100
	
***

	
9360
	
CHASE (JPMORGAN)
	
4530 WEST SAGINAW
	
LANSING
	
MI
	
48917
	
(517) 323-7045
	
***

	
9361
	
CHASE (JPMORGAN)
	
1414 WEST OAK STREET
	
ZIONSVILLE
	
IN
	
46077
	
(317) 266-7316
	
***

	
9365
	
CHASE (JPMORGAN)
	
19732 ST HWY 249
	
HOUSTON
	
TX
	
77070
	
(281) 469-1687
	
***

	
9367
	
BANK OF AMERICA
	
5310 Sunrise Highway
	
MASSAPEQUA
	
NY
	
11762
	
(800) 841-4000
	
***

	
9371
	
BANK OF AMERICA
	
1355 N. Delsea Drive
	
Deptford
	
NJ
	
08096
	
(800) 841-4000
	
***

	
9374
	
CHASE (JPMORGAN)
	
BAY PLAZA,  2130 BARTOW AVE
	
BRONX
	
NY
	
10475
	
(718) 862-9480
	
***

	
9375
	
CHASE (JPMORGAN)
	
633 NORTHLAND BLVD
	
CINCINNATI
	
OH
	
45240
	
(513) 595-6410
	
***

	
9377
	
CHASE (JPMORGAN)
	
101 MONUMENT CIRCLE
	
INDIANAPOLIS
	
IN
	
46204
	
(317) 321-7020
	
***

	
9379
	
BANK OF AMERICA
	
188 Boston Turnpike Road
	
Shrewsbury
	
MA
	
01545
	
(800) 841-4000
	
***

	
9380
	
BANK OF AMERICA
	
3375 LEONARDTOWN ROAD
	
WALDORF
	
MD
	
20602
	
(301) 645-8887
	
***

	
9381
	
CHASE (JPMORGAN)
	
533 LYNDON LANE
	
LOUISVILLE
	
KY
	
40222
	
(502) 566-2291
	
***

	
9383
	
BANK OF AMERICA
	
1000 Cottman Ave
	
Philadelphia
	
PA
	
19111
	
(800) 841-4000
	
***

	
9384
	
CHASE (JPMORGAN)
	
7990 WASHINGTON VILLAGE DRIVE
	
DAYTON
	
OH
	
45459
	
(937) 443-6290
	
***

	
9387
	
CHASE (JPMORGAN)
	
30 NORTH MAIN STREET
	
POLAND
	
OH
	
44514
	
(330) 757-0852
	
***

	
9388
	
CHASE (JPMORGAN)
	
2655 RICHMOND AVE
	
STATEN ISLAND
	
NY
	
10314
	
(718) 370-3623
	
***

	
9390
	
CHASE (JPMORGAN)
	
303 SOUTH MAIN
	
DUNCANVILLE
	
TX
	
75116
	
(972) 780-4207
	
***

	
9391
	
CITIZENS BANK
	
2084 NAMANS ROAD
	
WILMINGTON
	
DE
	
19808
	
(302) 421-2358
	
***

	
9393
	
CHASE (JPMORGAN)
	
600 SOUTH TYLER STREET, SUITE 100
	
AMARILLO
	
TX
	
79101
	
(806) 378-3100
	
***

	
9395
	
CHASE (JPMORGAN)
	
7979 PLAZA BLVD
	
MENTOR
	
OH
	
44060
	
(440) 352-5530
	
***

	
9396
	
BANK OF AMERICA
	
236 West DeKalb Pike
	
King of Prussia
	
PA
	
19406
	
(800) 841-4000
	
***

	
9400
	
BANK OF AMERICA
	
700 Plaza Drive
	
Secaucus
	
NJ
	
07094
	
(800) 841-4000
	
***

	
9401
	
FIRST NIAGARA BANK
	
 
	
JOHNSON CITY
	
NY
	
13790
	
800-975-4722
	
***

	
9404
	
BANK OF AMERICA
	
5144 82ND STREET
	
LUBBOCK
	
TX
	
79424
	
(806) 798-4900
	
***

	
9405
	
BANK OF AMERICA
	
 
	
 
	
 
	
 
	
 
	
***

	
9406
	
CHASE (JPMORGAN)
	
124 SOUTHWEST ADAMS STREET
	
PEORIA
	
IL
	
61604
	
(309) 672-6123
	
***

	
9407
	
BANK OF AMERICA
	
9505 PINEVILLE-MATTHEWS ROAD
	
PINEVILLE
	
NC
	
28134
	
(704) 386-3980
	
***

	
9409
	
US BANK
	
900 WEST COUNT ROAD 42
	
BURNSVILLE
	
MN
	
55337
	
(952) 435-3235
	
***

	
9412
	
BANK OF AMERICA
	
41 Beacon Street
	
Framingham
	
MA
	
01701
	
(800) 841-4000
	
***

	
9413
	
CHASE (JPMORGAN)
	
 
	
SAN ANTONIO
	
TX
	
78216
	
 
	
***




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

 




 


	
9414
	
BANK OF AMERICA
	
6605 UPTOWN BLVD NE
	
ALBUQUERQUE
	
NM
	
87110
	
(505) 282-3030
	
***

	
9415
	
BANK OF AMERICA
	
241-42 S. Conduit Blvd
	
Rosedale
	
NY
	
11422
	
(800) 841-4000
	
***

	
9417
	
BANK OF AMERICA
	
3802 S. ALAMEDA
	
CORPUS CHIRSTI
	
TX
	
78404
	
(361) 851-6600
	
***

	
9419
	
BANK OF AMERICA
	
7676 MCPHERSON ROAD
	
LAREDO
	
TX
	
78041
	
(956) 728-6830
	
***

	
9421
	
CHASE (JPMORGAN)
	
4600 SOUTH HULEN STREET
	
FT WORTH
	
TX
	
76132
	
(817) 884-4000
	
***

	
9422
	
CHASE (JPMORGAN)
	
5400 LBJ FREEWAY, STE 150
	
DALLAS
	
TX
	
75240
	
(972) 934-7501
	
***

	
9424
	
WELLS FARGO
	
53 COLONIAL PARK MALL  PA 6665
	
HARRISBURG
	
PA
	
17109
	
(717) 657-4065
	
***

	
9428
	
CHASE (JPMORGAN)
	
4401 WEST WISCONSIN AVE
	
APPLETON
	
WI
	
54915
	
(920) 738-9000
	
***

	
9429
	
BANK OF AMERICA
	
1212 HAWKINS BLVD
	
EL PASO
	
TX
	
79925
	
(915) 590-4921
	
***

	
9432
	
BANK OF AMERICA
	
29 BLANDING BLVD
	
ORANGE PARK
	
FL
	
32073
	
(904) 269-1770
	
***

	
9433
	
BANK OF AMERICA
	
9550 REGENCY SQUARE BLVD
	
JACKSONVILLE
	
FL
	
32225
	
(904) 724-4445
	
***

	
9434
	
BANK OF AMERICA
	
1199 NE 163rd STREET
	
NORTH MIAMI
	
FL
	
33162
	
(305)  947-0691
	
***

	
9442
	
PEOPLES UNITED BANK
	
99 DORSET STREET
	
S BURLINGTON
	
VT
	
05403
	
(802) 658-1444
	
***

	
9444
	
PNC BANK
	
507 LINDEN ST
	
Scranton
	
PA
	
18503
	
(800) 432-1000
	
***

	
9445
	
BANK OF AMERICA
	
265 Montauk Highway
	
Islip
	
NY
	
11751
	
(800) 841-4000
	
***

	
9447
	
BANK OF AMERICA
	
7811 Maple Avenue
	
Pennsauken
	
NJ
	
08109
	
(800) 841-4000
	
***

	
9451
	
CHASE (JPMORGAN)
	
323 SOUTH BARRINGTON ROAD
	
SCHAUMBURG
	
IL
	
60193
	
(847) 895-3803
	
***

	
9454
	
BANK OF AMERICA
	
1459 Macarthur Rd
	
Whitehall
	
PA
	
18052
	
(800) 841-4000
	
***

	
9456
	
BANK OF AMERICA
	
600 Dick Rd
	
Depew
	
NY
	
14043
	
(800) 841-4000
	
***

	
9458
	
BANK OF AMERICA
	
15 Commerce Blvd
	
Succasunna
	
NJ
	
07876
	
(800) 841-4000
	
***

	
9460
	
BANK OF AMERICA
	
11681 WEST BROAD STREET
	
RICHMOND
	
VA
	
23233
	
(804) 755-4500
	
***

	
9461
	
BANK OF AMERICA
	
25 Main Street
	
South River
	
NJ
	
08882
	
(800) 841-4000
	
***

	
9466
	
CHASE (JPMORGAN)
	
2207 SAGAMORE PARKWAY SOUTH
	
LAFAYETTE
	
IN
	
47905
	
(765) 423-0140
	
***

	
9469
	
CHASE (JPMORGAN)
	
3209 COURTYARD DRIVE
	
MIDLAND
	
TX
	
79705
	
(432) 688-6353
	
***

	
9471
	
CHASE (JPMORGAN)
	
5233 JOHNSTON STREET
	
LAFAYETTE
	
LA
	
70503
	
(337) 236-7182
	
***

	
9473
	
US BANK
	
1415 N Academy Blvd
	
COLORADO SPRINGS
	
CO
	
80909
	
(719) 597-9038
	
***

	
9478
	
CHASE (JPMORGAN)
	
8578 GOODWOOD BLVD
	
BATON ROUGE
	
LA
	
70806
	
(225) 332-4523
	
***

	
9482
	
BANK OF AMERICA
	
2105 WEST BRANDON BLVD
	
BRANDON
	
FL
	
33511
	
(813) 653-2235
	
***

	
9484
	
CHASE (JPMORGAN)
	
303 SOUTH MATTIS AVENUE
	
CHAMPAIGN
	
IL
	
61821
	
(217) 351-1600
	
***

	
9486
	
BANK OF AMERICA
	
9701 RESEACH BOULEVARD
	
AUSTIN
	
TX
	
78759
	
 
	
***

	
9489
	
CHASE (JPMORGAN)
	
55 SOUTH MAIN STREET, STE 175
	
NAPERVILLE
	
IL
	
60540
	
(630) 305-6115
	
***

	
9490
	
BANK OF AMERICA
	
6304 NORTH POINT PARKWAY
	
ALPHARETTA
	
GA
	
30022
	
(710) 442-2476
	
***

	
9491
	
BANK OF AMERICA
	
9101 S DIXIE HWY
	
MIAMI
	
FL
	
33156
	
(305) 663-5107
	
***

	
9494
	
BANK OF AMERICA
	
460 E ALTAMONTE DRIVE
	
ALTAMONTE SPRINGS
	
FL
	
32701
	
(321) 207-2400
	
***

	
9500
	
CHASE (JPMORGAN)
	
1201 WEST MAIN STREET
	
LEWISVILLE
	
TX
	
75067
	
(214) 290-2000
	
***

	
9501
	
BANK OF AMERICA
	
2940 S. GLENSTONE
	
SPRINGFIELD
	
MO
	
65804
	
(417) 227-6251
	
***

	
9502
	
PNC BANK
	
12010 CHURCH STREET LOCATOR R-H23-XX
	
BIRCH RUN
	
MI
	
48415
	
(989) 797-9277
	
***

	
9503
	
VALLEY NATIONAL BANK
	
22 Bloomfield Avenue
	
BELLEVILLE
	
NJ
	
07109
	
(973) 759-1015
	
***

	
9504
	
CHASE (JPMORGAN)
	
4097 NICHOLS PARK DRIVE, SUITE 100
	
LEXINGTON
	
KY
	
40503
	
(859) 273-1016
	
***

	
9505
	
BANK OF AMERICA
	
6033 GLENNWOOD AVENUE
	
RALEIGH
	
NC
	
27612
	
(919) 716-2237
	
***

	
9506
	
FIRST COMMONWEALTH BANK
	
P.O. BOX 503
	
HOLLIDAYBURG
	
PA
	
16648
	
(814) 944-4644
	
***

	
9507
	
CHASE (JPMORGAN)
	
3508 W GENESEE STREET
	
SYRACUSE
	
NY
	
13219
	
(315) 488-9255
	
***

	
9509
	
BANK OF AMERICA
	
2120 WEST STREET
	
ANNAPOLIS
	
MD
	
21401-3058
	
(410) 224-3625
	
***

	
9510
	
BANK OF AMERICA
	
3542 SATELLITE BLVD.
	
DULUTH
	
GA
	
30136
	
(770) 497-3100
	
***

	
9513
	
BANK OF AMERICA
	
825 DULVANEY VALLEY BLVD
	
TOWSON
	
MD
	
21286
	
(410) 277-7471
	
***

	
9516
	
BANK OF AMERICA
	
1511 MATTHEW DRIVE
	
FORT MYERS
	
FL
	
33907
	
(239) 939-1011
	
***

	
9518
	
CHASE (JPMORGAN)
	
8921 Queens Boulevard
	
Elmhurst
	
NY
	
11373
	
(718) 803-5340
	
***

	
9521
	
BANK OF AMERICA
	
3507 WHEELER RD
	
AUGUSTA
	
GA
	
30909
	
(706) 737-4923
	
***

	
9523
	
BANK OF AMERICA
	
1827 N MILITARY TRAIL
	
WEST PALM BEACH
	
FL
	
33409-4715
	
(561) 697-3603
	
***

	
9524
	
BANK OF AMERICA
	
3120 SW 34 th AVE
	
OCALA
	
FL
	
34474-4433
	
(352) 861-1015
	
***

	
9526
	
COMPASS BANK
	
1789 MONTGOMERY HIGHWAY
	
BIRMINGHAM
	
AL
	
35244
	
(205) 297-3510
	
***

	
9527
	
CHASE (JPMORGAN)
	
22 EAST MIFFLIN STREET
	
MADISON
	
WI
	
53703
	
(608) 282-6020
	
***

	
9529
	
US BANK
	
 
	
BRANSON
	
MO
	
65616
	
(417) 336-6363
	
***

	
9530
	
BANK OF AMERICA
	
498 SOUTH PLEASANTBURG DRIVE
	
GREENVILLE
	
SC
	
29607
	
(864) 271-5740
	
***

	
9534
	
BANK OF AMERICA
	
10 WEST HIGH STREET
	
BRIDGEWATER
	
NJ
	
08807
	
(908) 722-0601
	
***

	
9541
	
BANK OF AMERICA
	
10050 PINES BLVD
	
PEMBROKE PINES
	
FL
	
33024
	
(954) 435-4114
	
***

	
9545
	
CHASE (JPMORGAN)
	
100 INDEPENDENCE PLACE
	
TYLER
	
TX
	
75703
	
(903) 561-5000
	
***

	
9551
	
BANK OF AMERICA
	
3661 W OAKLAND PARK BLVD
	
LAUDERDALE LAKES
	
FL
	
33311-1145
	
(954) 714-9079
	
***

	
9553
	
CHASE (JPMORGAN)
	
3001 INTERSTATE 45 N
	
CONROE
	
TX
	
77304
	
(936) 756-4855
	
***

	
9554
	
BANK OF AMERICA
	
1070 WEST PATRICK ST.
	
FREDERICK
	
MD
	
21703
	
(301) 698-6080
	
***

	
9558
	
BRANCH BK/TR (BB&T)
	
120 EAST HIGHWAY 53 SE
	
CALHOUN
	
GA
	
30701
	
(706) 602-4003
	
***

	
9566
	
COMPASS BANK
	
5275 MCWHINNEY
	
LOVELAND
	
CO
	
80538
	
(970) 622-8080
	
***

	
9567
	
BANK OF AMERICA
	
1025 INTERNATIONAL SPEEDWAY BLVD
	
DAYTONA BEACH
	
FL
	
32114
	
(386) 947-3798
	
***

	
9568
	
BANK OF AMERICA
	
162 COLLEGE STREET
	
ASHEVILLE
	
NC
	
28801
	
(828) 251-8269
	
***

	
9571
	
Secutity National Bank
	
2 SOUTH MAIN STREET
	
JEFFERSONVILLE
	
OH
	
43218
	
740-426-6384
	
***

	
9573
	
BANK OF AMERICA
	
354 1/2 West Middle Turnpike
	
Manchester
	
CT
	
06040
	
(800) 841-4000
	
***

	
9576
	
MAIN SOURCE BANK
	
3880 W PRESIDENTIAL WAY PO Box 38
	
EDINBURGH
	
IN
	
46124
	
(812) 526-0551
	
***

	
9581
	
WELLS FARGO
	
4012 UNIVERSITY DRIVE
	
HUNTSVILLE
	
AL
	
35816
	
(256) 551-5180
	
***

	
9582
	
BANK OF AMERICA
	
1934 OLD GALLOWS ROAD
	
VIENNA
	
VA
	
22182
	
 
	
***

	
9585
	
CHASE (JPMORGAN)
	
2410 W. GRAND RIVER
	
HOWELL
	
MI
	
48843
	
(517) 548-3827
	
***

	
9587
	
CHASE (JPMORGAN)
	
105 FILLMORE STREET
	
DENVER
	
CO
	
80206
	
(303) 322-4799
	
***

	
9588
	
FIVE STAR BANK
	
1940 US ROUTE 20
	
WATERLOO
	
NY
	
13165
	
(315) 539-1000
	
***

	
9589
	
BANK OF AMERICA
	
5002 WILLIAMSON ROAD NW
	
ROANOKE
	
VA
	
24012
	
(540) 561-0943
	
***

	
9591
	
BANK OF AMERICA
	
101 E. Moreland Rd
	
Willow Grove
	
PA
	
19090
	
(800) 841-4000
	
***




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

 




 


	
9592
	
CHASE (JPMORGAN)
	
924 BROADWAY AVENUE
	
BOWLING GREEN
	
KY
	
42101
	
(270) 781-9476
	
***

	
9595
	
TRUSTMARK BANK
	
248 EAST CAPITOL STREET PO BOX 291
	
JACKSON
	
MS
	
39205-0291
	
(601) 961-6071
	
***

	
9598
	
WELLS FARGO
	
8055 20TH STREET FL6584
	
VERO BEACH
	
FL
	
32966
	
(561) 778-6081
	
***

	
9604
	
CHASE (JPMORGAN)
	
6040 159TH STREET
	
OAK FOREST
	
IL
	
60452
	
(708) 535-5440
	
***

	
9605
	
TD BANK
	
10 SHERWOOD DRIVE
	
TILTON
	
NH
	
03276
	
(603) 286-2401
	
***

	
9610
	
CHASE (JPMORGAN)
	
EAST STATE
	
ROCKFORD
	
IL
	
61125-1086
	
(815) 398-6500
	
***

	
9612
	
CHASE (JPMORGAN)
	
1200 MCKINNEY, STE 433
	
HOUSTON
	
TX
	
77010
	
(713) 751-6100
	
***

	
9613
	
CHASE (JPMORGAN)
	
9379 NORTH SHERIDAN BLVD
	
WESTMINSTER
	
CO
	
80030
	
(303) 244-5060
	
***

	
9615
	
FROST NATIONAL BANK
	
221 WONDER WORLD DRIVE
	
SAN MARCOS
	
TX
	
78666
	
(512) 393-5647
	
***

	
9616
	
COMMUNITY BANK & TRUST
	
800 STEVEN B TANGER BLVD
	
COMMERCE
	
GA
	
30529
	
(706) 336-3202
	
***

	
9617
	
BANK OF AMERICA
	
1200 MT. ZION ROAD
	
MORROW
	
GA
	
30260-2314
	
(770) 968-2000
	
***

	
9618
	
PNC BANK
	
 
	
Mays Landing
	
NJ
	
08330
	
(800) 841-4000
	
***

	
9623
	
BANK OF AMERICA
	
5325 SW 21st STREET
	
TOPEKA
	
KS
	
66604
	
(785) 295-3546
	
***

	
9624
	
BANK OF AMERICA
	
1481 CARL D SILVER PARKWAY
	
FREDERICKSBURG
	
VA
	
22401
	
(540) 548-2827
	
***

	
9625
	
CHASE (JPMORGAN)
	
1441 WEST BAY AREA BLVD
	
WEBSTER
	
TX
	
77546
	
(281) 557-7941
	
***

	
9627
	
PREMIER BANK
	
100 GRELL LANE
	
JOHNSON CREEK
	
WI
	
53038
	
(920) 699-6900
	
***

	
9629
	
PREMIER BANK
	
11055 61ST STREET NORTH EAST
	
ALBERTVILLE
	
MN
	
55301
	
(763) 497-8224
	
***

	
9630
	
WELLS FARGO
	
700 SOUTH MACKENZIE STREET
	
FOLEY
	
AL
	
36535
	
(251) 972-8823
	
***

	
9631
	
BANK OF AMERICA
	
150 PARKER ST
	
VACAVILLE
	
CA
	
95688
	
(707) 449-4433
	
***

	
9632
	
HARBOR COMMUNITY BANK
	
900 STATE ROAD 16
	
ST. AUGUSTINE
	
FL
	
32084
	
(904) 209-0078
	
***

	
9633
	
US BANK
	
408 Court Street
	
WILLIAMSBURG
	
IA
	
52361
	
(319) 668-9100
	
***

	
9635
	
PNC BANK
	
1275 YORK ROAD
	
GETTYSBURG
	
PA
	
17325
	
(717) 337-9333
	
***

	
9636
	
CITIZENS BANK OF PA
	
ROUTE 611 AND 715
	
TANNERSVILLE
	
PA
	
18372
	
(570) 629-1631
	
***

	
9640
	
BANK OF AMERICA
	
403 E. BIDWELL STREET
	
FOLSOM
	
CA
	
95630
	
(916) 861-9900
	
***

	
9642
	
M & T BANK
	
10721 FAIRWAY LANE
	
HAGERSTOWN
	
MD
	
21740
	
(301) 790-2326
	
***

	
9643
	
PNC BANK
	
201 SOUTH BROAD ST LOCATOR 46-11-071
	
GROVE CITY
	
PA
	
16127
	
(724) 458-9250
	
***

	
9644
	
BANK OF AMERICA
	
88 WEST MAIN STREET, ROUTE 1
	
CLINTON
	
CT
	
06413
	
(860) 669-4604
	
***

	
9665
	
First Bank of The Lake
	
4558 HIGHWAY 54, Suite 100
	
OSAGE BEACH
	
MO
	
65065
	
(573) 348-2265
	
***

	
9668
	
M & T BANK
	
4369 HIGHWAY ONE
	
REHOBOTH
	
DE
	
19971
	
(302) 856-4491
	
***

	
9670
	
REGIONS BANK
	
9420 HIGHWAY 49 North
	
GULFPORT
	
MS
	
39503
	
(228) 896-9519
	
***

	
9677
	
CHASE (JPMORGAN)
	
2039 AIRLINE DRIVE
	
BOSSIER CITY
	
LA
	
71111
	
(318) 226-2723
	
***

	
9680
	
BANK OF AMERICA
	
303 E. TULARE AVENUE
	
TULARE
	
CA
	
93274
	
(559) 686-4900
	
***

	
9683
	
CHASE (JPMORGAN)
	
525 MARKETPLACE BOULEVARD
	
HAMILTON
	
NJ
	
8691
	
(609) 585-3584
	
***

	
9685
	
BANK OF AMERICA
	
941 SOUTH ATLANTIC BLVD
	
LOS ANGELES
	
CA
	
90022
	
(323) 415-8618
	
***

	
9686
	
CHASE (JPMORGAN)
	
4365 FRANKLIN STREET
	
MICHIGAN CITY
	
IN
	
46360
	
(219)-879-1122
	
***

	
9689
	
CHASE BANK
	
819 S ALLEN HEIGHTS
	
ALLEN
	
TX
	
75002
	
(972) 747-3210
	
***

	
9691
	
COMPASS BANK
	
201 STARR ST
	
MERCEDES
	
TX
	
78570
	
(956) 565-5600
	
***

	
9693
	
CHASE BANK
	
1111 N. IH 35 At HIGHWAY 79
	
ROUND ROCK
	
TX
	
78664
	
(512) 479-5400
	
***

	
9696
	
CITIZENS BANK
	
429 W RIDGE PIKE
	
LIMERICK
	
PA
	
19468
	
(610) 495-2699
	
***

	
9697
	
BANK OF AMERICA
	
17930 SPRING CYPRESS ROAD
	
CYPRESS
	
TX
	
77429
	
(281) 256-4000
	
***

	
9698
	
PNC BANK
	
319 Washington Rd
	
WASHINGTON
	
PA
	
15301
	
(724) 225 - 1400
	
***

	
9701
	
BANK OF AMERICA
	
5959 CANOGA AVENUE
	
WOODLAND HILLS
	
CA
	
91367
	
(818) 712-6007
	
***

	
9703
	
BANK OF AMERICA
	
1603 HAWTHORNE BLVD
	
REDONDO BEACH
	
CA
	
90247
	
(310) 214-7306
	
***

	
9704
	
BANK OF AMERICA
	
391 SERRAMONTE CTR
	
DALY CITY
	
CA
	
94015
	
(650) 615-4700
	
***

	
9705
	
BANK OF AMERICA
	
2905 STEVENS CREEK BLVD
	
SANTA CLARA
	
CA
	
95050
	
(408) 983-0588
	
***

	
9708
	
BANK OF AMERICA
	
1053 SUNVALLEY BOULEVARD
	
CONCORD
	
CA
	
94520-5896
	
(925) 671-1563
	
***

	
9710
	
CHASE (JPMORGAN)
	
 
	
SACRAMENTO
	
CA
	
95825
	
(916) 861-9429
	
***

	
9711
	
BANK OF AMERICA
	
7496 DUBLIN BLVD
	
DUBLIN
	
CA
	
94568-2416
	
(925) 833-9588
	
***

	
9713
	
BANK OF AMERICA
	
3401 DALE ROAD
	
MODESTO
	
CA
	
95356
	
(209) 549-8280
	
***

	
9714
	
BANK OF AMERICA
	
590 EAST SHAW AVENUE
	
FRESNO
	
CA
	
93710
	
(559) 445-7346
	
***

	
9715
	
BANK OF AMERICA
	
303 NORTH "D" STREET
	
SAN BERNARDINO
	
CA
	
92401
	
(909) 381-8400
	
***

	
9716
	
CHASE (JPMORGAN)
	
5041 NORTH 16TH STREET
	
PHOENIX
	
AZ
	
85016
	
(602) 589-4340
	
***

	
9718
	
BANK OF AMERICA
	
10 SANTA ROSA AVENUE
	
SANTA ROSA
	
CA
	
95404
	
(707) 525-2303
	
***

	
9720
	
BANK OF AMERICA
	
641 MALL RING CIRCLE
	
HENDERSON
	
NV
	
89014
	
(702) 654-3100
	
***

	
9721
	
BANK OF AMERICA
	
3800 MING AVENUE
	
BAKERSFIELD
	
CA
	
93309
	
(661) 395-2117
	
***

	
9723
	
BANK OF AMERICA
	
13244 JAMBOREE RD
	
IRVINE
	
CA
	
92602
	
(714) 734-1321
	
***

	
9727
	
CHASE (JPMORGAN)
	
 
	
 
	
 
	
 
	
 
	
***

	
9728
	
BANK OF AMERICA
	
4002 TACOMA MALL BLVD
	
TACOMA
	
WA
	
98409
	
(800) 253-0784
	
***

	
9731
	
BANK OF AMERICA
	
4795 SOUTH MARYLAND PARKWAY
	
LAS VEGAS
	
NV
	
89119
	
 
	
***

	
9733
	
BANK OF AMERICA
	
971 BLOSSOM HILL ROAD
	
SAN JOSE
	
CA
	
95123
	
(408) 277-7730
	
***

	
9735
	
BANK OF AMERICA
	
10101 SW WASHINGTON SQ RD
	
PORTLAND
	
OR
	
97223
	
(503) 620-5515
	
***

	
9736
	
BANK OF AMERICA
	
150 SO. CALIFORNIA AVENUE
	
W. COVINA
	
CA
	
91790
	
(626) 854-8047
	
***

	
9737
	
BANK OF AMERICA
	
1200 FAIRMONT DRIVE
	
SAN LEANDRO
	
CA
	
94578
	
(510) 614-6150
	
***

	
9739
	
CHASE (JPMORGAN)
	
3939 NORTH ORACLE ROAD
	
TUCSON
	
AZ
	
85705
	
(877) 226-5663
	
***

	
9742
	
BANK OF AMERICA
	
30 E WELLESLEY AVE
	
SPOKANE
	
WA
	
99207
	
(509) 353-6066
	
***

	
9744
	
BANK OF AMERICA
	
71-799 HIGHWAY 111
	
RANCHO MIRAGE
	
CA
	
92270
	
(760) 341-4781
	
***

	
9745
	
BANK OF AMERICA
	
2495 E. LAKESHORE DR
	
LAKE ELSINORE
	
CA
	
92530-4446
	
(909) 679-6818
	
***

	
9746
	
CHASE (JPMORGAN)
	
5059 LAKEWOOD CENTER MALL
	
LAKEWOOD
	
CA
	
90712
	
(562) 529-6710
	
***

	
9747
	
CHASE (JPMORGAN)
	
101 W BROADWAY, SUITE 100
	
SAN DIEGO
	
CA
	
92101
	
(619) 615-0600
	
***

	
9748
	
BANK OF AMERICA
	
5541 SEPULVEDA BLVD
	
CULVER CITY
	
CA
	
90230
	
(310) 397-7781
	
***

	
9752
	
WELLS FARGO
	
12240 N JANTZEN DRIVE
	
PORTLAND
	
OR
	
97156
	
(503) 289-7156
	
***

	
9756
	
BANK OF AMERICA
	
12682 ARMAGOSA ROAD
	
SOUTH VICTORVILLE
	
CA
	
92392
	
(760) 843-6615
	
***

	
9757
	
BANK OF AMERICA
	
1288 LANCASTER DR NE
	
SALEM
	
OR
	
97301
	
(503) 945-2194
	
***

	
9761
	
BANK OF AMERICA
	
5905 S. VIRGINIA ST
	
RENO
	
NV
	
89502-6029
	
(775) 688-8900
	
***




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

 




 


	
9768
	
BANK OF AMERICA
	
24740 VALLEY STREET
	
NEWHALL
	
CA
	
91321-2640
	
(661) 253-4600
	
***

	
9769
	
BANK OF AMERICA
	
2597 GEORGE BUSBEE PKWY
	
KENNESAW
	
GA
	
30144
	
(770) 423-5177
	
***

	
9775
	
BANK OF AMERICA
	
2500 HIGHLAND
	
JONESBORO
	
AR
	
72401
	
(870) 933-4352
	
***

	
9777
	
BANK OF AMERICA
	
4041 LYNN COURT DRIVE
	
INDEPENDENCE
	
MO
	
64055
	
(816) 979-6119
	
***

	
9778
	
BANK OF AMERICA
	
3410 WEST CHANDLER BLVD
	
CHANDLER
	
AZ
	
85226
	
(480) 224-2021
	
***

	
9780
	
CHASE (JPMORGAN)
	
4889 HOUSTON ROAD
	
FLORENCE
	
KY
	
41042
	
(859) 647-6300
	
***

	
9783
	
BANK OF AMERICA
	
1391 SILAS CREEK ROAD PKWAY PLAZA
	
WINSTON SALEM
	
NC
	
27127
	
(336) 805-3468
	
***

	
9787
	
BANK OF AMERICA
	
11262 LOS ALAMITOS BLVD
	
LOS ALAMITOS
	
CA
	
90720
	
(562) 624-4425
	
***

	
9789
	
BANK OF AMERICA
	
1855 NORTH OXNARD BLVD
	
OXNARD
	
CA
	
93030
	
(805) 278-4511
	
***

	
9791
	
BANK OF AMERICA
	
1729 WEST BROADWAY, SUITE 15
	
COLUMBIA
	
MO
	
65203
	
(573) 876-6353
	
***

	
9792
	
US BANK
	
4004 NORTHWEST BLVD
	
DAVENPORT
	
IA
	
52806
	
(563) 388-9223
	
***

	
9793
	
US BANK
	
4444 1st Avenue NE
	
Cedar Rapids
	
IA
	
52402
	
(319) 393-9156
	
***

	
9795
	
BANK OF AMERICA
	
23831 EL TORO
	
LAKE FOREST
	
CA
	
92630
	
(949) 951-4024
	
***

	
9798
	
BANK OF AMERICA
	
198 WEST MAIN STREET
	
EL CAJON
	
CA
	
92020
	
(619) 401-1930
	
***

	
9799
	
CHASE (JPMORGAN)
	
505 D STREET
	
SOUTH CHARLESTON
	
WV
	
25303
	
(304) 744-1835
	
***

	
9800
	
CHASE (JPMORGAN)
	
8283 SOUTH QUEBEC STREET
	
ENGLEWOOD
	
CO
	
80112
	
(303) 244-5310
	
***

	
9801
	
BANK OF AMERICA
	
10900 SEMINOLE BLVD
	
LARGO
	
FL
	
33778
	
(727) 319-4913
	
***

	
9802
	
BANK OF AMERICA
	
1101 Woodland Road
	
Wyomissing
	
PA
	
19610
	
(800) 841-4000
	
***

	
9805
	
CHASE (JPMORGAN)
	
3265 WEST MARKET STREET, SUITE 80
	
AKRON
	
OH
	
44333
	
(330) 972-1930
	
***

	
9806
	
CHASE (JPMORGAN)
	
1400 WOODLOCH FOREST DRIVE
	
THE WOODLANDS
	
TX
	
77380
	
(713) 751-6100
	
***

	
9808
	
CHASE (JPMORGAN)
	
1757 WEST FULLERTON
	
CHICAGO
	
IL
	
60614
	
(773) 880-1376
	
***

	
9810
	
CHASE (JPMORGAN)
	
575 SOUTH RANDALL ROAD
	
ST. CHARLES
	
IL
	
60134
	
(630) 377-0808
	
***

	
9813
	
BANK OF AMERICA
	
2330 WEST OREGON AVENUE
	
PHILADELPHIA
	
PA
	
19145
	
(800) 432-1000
	
***

	
9816
	
BANK OF AMERICA
	
192 PATTERSON PLANK ROAD
	
CARLSTADT
	
NJ
	
07072
	
(800) 432-1000
	
***

	
9817
	
BANK OF AMERICA
	
7805 GUNN HIGHWAY
	
TAMPA
	
FL
	
33626
	
(813) 792-0342
	
***

	
9818
	
CHASE (JPMORGAN)
	
4200 DEMPSTER
	
SKOKIE
	
IL
	
60076
	
(847) 674-1323
	
***

	
9820
	
BANK OF AMERICA
	
8320 NORTH OAK TRAFFICWAY
	
KANSAS CITY
	
MO
	
64155
	
(816) 979-4922
	
***

	
9821
	
BANK OF AMERICA
	
3220 188TH STREET, SW
	
LYNNWOOD
	
WA
	
98037
	
(425) 744-1132
	
***

	
9826
	
BANK OF AMERICA
	
3010 ST HWY 35
	
HAZLET
	
NJ
	
07730
	
(800) 432-1000
	
***

	
9829
	
CITIZENS BANK
	
1 NORTH MAIN STREET
	
GREENSBURG
	
PA
	
15601
	
724-832-5900
	
***

	
9840
	
CHASE BANK
	
3783 VETERANS BLVD
	
METAIRIE
	
LA
	
70002
	
(504) 455-9728
	
***

	
9843
	
CHASE (JPMORGAN)
	
359 STRANDER BOULEVARD
	
TUKWILA
	
WA
	
98188
	
(206) 461-7025
	
***

	
9844
	
BANK OF AMERICA
	
700 ALAFAYA TRAIL
	
ORLANDO
	
FL
	
32828
	
(407) 381-3980
	
***

	
9846
	
CHASE (JPMORGAN)
	
12 LLOYDS LANE
	
MIDDLETOWN
	
NY
	
10940
	
(845) 342-3310
	
***

	
9847
	
CHASE (JPMORGAN)
	
2335 NEW HYDE PARK RD
	
NEW HIDE PARK
	
NY
	
11042
	
(516) 355-2670
	
***

	
9849
	
BANK OF AMERICA
	
8258 WEST BELL ROAD
	
GLENDALE
	
AZ
	
85308
	
(623) 487-5864
	
***

	
9850
	
US BANK
	
12000 SE 82nd AVE, SUITE 2001
	
PORTLAND
	
OR
	
97266
	
(503) 275-7211
	
***

	
9851
	
BANK OF AMERICA
	
7387 DAY CREEK BLVD
	
RANCHO CUCAMONGA
	
CA
	
91739
	
(909) 803-2724
	
***

	
9852
	
CHASE (JPMORGAN)
	
800 BROWN ROAD
	
AUBURN HILLS
	
MI
	
48326
	
(248) 393-1276
	
***

	
9855
	
CHASE (JPMORGAN)
	
2910 WASHINGTON BLVD
	
OGDEN
	
UT
	
84401
	
(801) 621-7266
	
***

	
9856
	
CHASE (JPMORGAN)
	
FASHION PLACE 6255 S STATE
	
MURRAY
	
UT
	
84107
	
(801) 481-5070
	
***

	
9858
	
CHASE (JPMORGAN)
	
373 N MILWAUKEE ST
	
BOISE
	
ID
	
83704
	
(208) 373-3300
	
***

	
9859
	
US BANK
	
920 S 29th St W
	
BILLINGS
	
MT
	
59102
	
(406) 651-1060
	
***

	
9860
	
CHASE (JPMORGAN)
	
 
	
GILBERT
	
AZ
	
85234
	
 
	
***

	
9862
	
CHASE (JPMORGAN)
	
292 PEQUOT AVE
	
SOUTHPORT
	
CT
	
6490
	
(203) 227-0010
	
***

	
9863
	
CHASE (JPMORGAN)
	
3382 PRESTON RD
	
FRISCO
	
TX
	
75034
	
(972) 335-5820
	
***

	
9864
	
US BANK
	
14111 EAST ALAMEDA AVENUE
	
AURORA
	
CO
	
80012
	
(303) 344-1331
	
***

	
9865
	
CHASE (JPMORGAN)
	
5113 S JOHN YOUNG PKWY
	
ORLANDO
	
FL
	
32839
	
(407) 857-1083
	
***

	
9866
	
BANK OF AMERICA
	
290 S STATE COLLEGE BOULEVARD
	
BREA
	
CA
	
92821
	
(800) 622 - 8731
	
***

	
9867
	
CHASE (JPMORGAN)
	
10011 FM 1960 BYPASS RD W
	
HUMBLE
	
TX
	
77338
	
(281) 446-1800
	
***

	
9868
	
CITIZENS BANK
	
 
	
 
	
 
	
 
	
 
	
 

	
9869
	
CHASE (JPMORGAN)
	
 
	
 
	
 
	
 
	
 
	
 

	
9870
	
BANK OF AMERICA
	
1775 CAMINO DE LA REINA NORTH, SUITE 180
	
SAN DIEGO
	
CA
	
92108
	
 
	
***

	
9871
	
CHASE (JPMORGAN)
	
30950 PINETREE ROAD
	
PEPPER PIKE
	
OH
	
44124
	
(216) 831-5252
	
***

	
9872
	
CHASE (JPMORGAN)
	
 
	
 
	
 
	
 
	
 
	
 

	
9873
	
FIFTH THIRD BANK
	
7312 EAGLE CREST BOULEVARD
	
EVANSVILLE
	
IN
	
47715
	
(812) 471-7235
	
***

	
9876
	
BANK OF AMERICA
	
376 SOUTHBRIDGE STREET
	
AUBURN
	
MA
	
01501
	
(508) 832-4199
	
***

	
9878
	
BANK OF AMERICA
	
99 Rockingham Park Boulevard
	
SALEM
	
NH
	
03079
	
(800) 432-1000
	
***

	
9879
	
BANK OF AMERICA
	
911 HAYWOOD ROAD
	
GREENVILLE
	
SC
	
29615
	
 
	
***

	
9881
	
CHASE (JPMORGAN)
	
1460 ROUTE 9
	
Wappingers Falls
	
NY
	
12590
	
(845) 298-2461
	
***

	
9882
	
BANK OF AMERICA
	
200 MID RIVERS MALL DRIVE
	
SAINT PETERS
	
MO
	
63376
	
(636) 278-4469
	
***

	
5000
	
Bank Of America
	
33 New Montgomery Street
	
San Francisco
	
CA
	
94103
	
415-624-0791
	
***

	
5008
	
JP Morgan Chase Bank
	
 
	
Beverly Hills
	
CA
	
90212
	
310-777-2746
	
***

	
5013
	
JP Morgan Chase Bank
	
1251 Avenue of the Americas
	
New York
	
NY
	
10019
	
 
	
***

	
5014
	
Bank Of America
	
11868 Preston Road
	
Dallas
	
TX
	
75230
	
972-448-2750
	
***

	
5016
	
Bank Of America
	
1801 K Street, NW
	
Washington
	
DC
	
20036
	
202-624-5110
	
***

	
5018
	
Barclays Blank PLC
	
54 Lombard Street
	
London, England
	
 
	
 
	
44-121-333-7722
	
***

	
5025
	
Bank Of America
	
19645 Biscayne Blvd.
	
Aventura
	
FL
	
33160
	
305-466-0436
	
***

	
5029
	
Bank Of America
	
240 Plandome Road
	
Manhasset
	
NY
	
11030
	
800-841-4000
	
***

	
5103
	
Bank Of America
	
2000 West Glades Road
	
Boca Raton
	
FL
	
33431
	
561-447-8767
	
***




 

 

 


	
*** 
	
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 Destination XL Group, Inc.(“DXLG”), The Chase Manhattan Bank and Chase Merchant Services, L.L.C.

The DXLG entities operate under credit card arrangements with Chase Merchant

Services, L.L.C. as follows:


	
·
	
Visa





	
·
	
MasterCard





	
·
	
American Express





	
·
	
Discover







 




 

EXHIBIT 16.1

 

 

[FORM OF] ASSIGNMENT AND ACCEPTANCE 



 

 

Dated:   

 

Effective Date: 

 

Re:       Term  Loan   and   Security  Agreement   dated   October   29,   2014   (as  amended,   modified, supplemented or restated and in effect from time to time, the “Loan Agreement”) between Wells Fargo Bank, National Association, as Collateral Agent and Administrative Agent for the Term Lenders, and the Term Lenders, on the one hand, and Destination XL 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 Term Facility:

 

Term Percentage Commitment:   __%

 

Term 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 Term 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 Term Note of which the Assignor is the holder and requests that the Administrative Agent cause the Borrowers’ exchange of such Term Note for a new Term 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.

 

(b)        Confirms  and  represents  that,  independently  and  without  reliance  upon  the Assignor, the Administrative Agent, or any other Term 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 “Term 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 Term 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 “Term 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 Term 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 Term 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.

 

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]


 




 

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

By:________________________________

Name:

Title:

 

ASSIGNEE

By:________________________________

Name:

Title:

 

CONSENT

 

The Administrative Agent hereby approves the foregoing assignment.

 

WELLS FARGO BANK,

NATIONAL ASSOCIATION,

as Administrative Agent

 

By:________________________________

Name:

Title:

 

 

 

 

 

[Signature Page to Assignment and Acceptance]




 




 

Acknowledged and, to the extent required under the Loan Agreement, consented to, this __ day of ______, ___.

 

DESTINATION XL GROUP, INC.

As Borrowers’ Representative



By:________________________________

Name:

Title:




 

 

 

[Signature Page to Assignment and Acceptance]