THEREFOR.]
DB1/ 97584532.1
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR[S]12
[NAME OF ASSIGNOR]
By:
Name: Title:
ASSIGNEE[S]13
[NAME OF ASSIGNEE]
[Consented to and]14 Accepted: BANK OF AMERICA, N.A.,
as [Agent] [L/C Issuer] [Swing Line Lender]
By:
Name: Title:
[Consented to:]15
By:
Name: Title:
DESTINATION XL GROUP, INC., as Lead Borrower
By:
Name: Title:
12 Add additional signature blocks as needed.
13 Add additional signature blocks as needed.
14 To the extent that (i) the Agent's consent is required under Sections
10.06(b)(i)(B) and 10.06(b)(iii)(B) of the Credit Agreement, or (ii) the L/C
Issuer's or the Swing Line Lender's consent is required under Section
10.06(b)(iii)(B) of the Credit Agreement.
15 To the extent that the Lead Borrower's consent is required under Sections
10.06(b)(i)(B) and/or 10.06(b)(iii)(A) of the Credit Agreement.
DB1/ 97584532.1
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
Reference is made to the Seventh Amended and Restated Credit Agreement dated as
of May 24, 2018 (as amended, restated, supplemented or otherwise modified and in
effect from time to
time, the "Credit Agreement") by and among (i) Destination
XL Group, Inc., a Delaware corporation, for itself and as Lead Borrower (in such
capacity, the "Lead Borrower") for the other Borrowers party thereto from time
to time (individually, a "Borrower" and, collectively, the "Borrowers"), (ii)
the Borrowers party thereto from time to time, (iii) the Guarantors party
thereto from time to time, (iv) the Lenders party thereto from time to time, and
(v) Bank of America, N.A., as administrative agent and collateral agent (in such
capacities, the "Agent") for its own benefit and the benefit of the other Credit
Parties referred to therein. All capitalized
terms used herein and not
otherwise defined shall have the same meaning herein as in the Credit Agreement.
STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
1.Representations and Warranties.
1.1.Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Loan Parties or any other Person obligated in respect of any
Loan Document or (iv) the performance or observance by the Loan Parties or any
other Person of any of their respective obligations under any Loan Document.
1.2.Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and