EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY
SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL
COURT. EACH BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
REVOLVING NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY
CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO
THIS
DB1/ 97579107.1
2
REVOLVING NOTE OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.
EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
REVOLVING IN ANY COURT REFERRED TO ABOVE. EACH BORROWER HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
Each Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Agent and the Lender, in the
establishment and maintenance of their respective relationship with each
Borrower contemplated by this Revolving Note, are each relying thereon. EACH
BORROWER AND ENDORSER, AND THE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS REVOLVING NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH BORROWER AND
THE LENDER, BY ITS ACCEPTANCE HEREOF (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO
THIS REVOLVING NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS HEREIN.
[SIGNATURE PAGES FOLLOW]
DB1/ 97579107.1
3
IN WITNESS WHEREOF, each Borrower has caused this Revolving Note to be duly
executed as of the date set forth above.
BORROWERS:
DESTINATION XL GROUP, INC.
By: Name: Title:
CMRG APPAREL, LLC
By: Name: Title:
DB1/ 97579107.1Signature Page to Revolving Note
EXHIBIT C-2
FORM OF SWING LINE NOTE
SWING LINE NOTE
$15,000,000 ,
FOR VALUE RECEIVED, the undersigned (individually, a "Borrower", and
collectively, the "Borrowers") jointly and severally promise to pay to the order
of
(hereinafter, with any subsequent holders, the "Lender"), c/o Bank of America,
N.A., 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal
sum of FIFTEEN MILLION DOLLARS ($15,000,000), or, if less, the aggregate unpaid