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Amendment No. 2 to Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.2)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2010

001-34219

(Commission File Number)

CASUAL MALE RETAIL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

04-2623104

(State of Incorporation)

(IRS Employer

Identification Number)

555 Turnpike Street, Canton, Massachusetts 02021

(Address of registrant’s principal executive office)

(781) 828-9300

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

Pursuant to a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2010 (the “Original 8-K”), Casual Male Retail Group, Inc. (the “Company”) reported that it had amended its credit facility with Bank of America, N.A. by executing the Sixth Amended and Restated Loan and Security Agreement (the “Credit Facility”). On December 1, 2010, the Company filed Amendment No. 1 to the Original 8-K in order to include a copy of the Credit Facility as Exhibit 10.1 (with certain redactions pursuant to a request for confidential treatment). The Company is filing this Amendment No. 2 to the Original 8-K, as amended, in order to file a revised, redacted version of Exhibit 10.1.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit No.		Description

10.1*		Sixth Amended and Restated Loan and Security Agreement dated November 10, 2010 by and among Bank of America, N.A. as Administrative Agent and Collateral Agent, the Revolving Credit Lenders identified therein, the Company, as Borrowers’ Representative, and the Company and CMRG Apparel, LLC, as Borrowers.

*	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


CASUAL MALE RETAIL GROUP, INC.

By:		/S/ DENNIS R. HERNREICH
Name:		Dennis R. Hernreich
Title:		Executive Vice President and Chief Financial Officer

Date: January 7, 2011

Sixth Amended and Restated Loan and Security Agreement

Exhibit 10.1

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

SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

BANK OF AMERICA, N.A.

AS ADMINISTRATIVE AGENT AND

COLLATERAL AGENT

REVOLVING CREDIT LENDERS

NAMED HEREIN

WELLS FARGO BANK, NATIONAL ASSOCIATION

JPMORGAN CHASE BANK, N.A.

AS CO-SYNDICATION AGENTS

PNC BANK, NATIONAL ASSOCIATION

AS DOCUMENTATION AGENT

CASUAL MALE RETAIL GROUP, INC.

THE BORROWERS’ REPRESENTATIVE

FOR:

CASUAL MALE RETAIL GROUP, INC.

CMRG APPAREL, LLC

November 10, 2010


ARTICLE 1 - DEFINITIONS:		2

ARTICLE 2 - COMMITMENTS AND CREDIT EXTENSIONS:		37

2.1.	Establishment of Revolving Credit Facility	37
2.2.	Advances in Excess of Borrowing Base (OverLoans)	38
2.3.	Initial Reserves. Changes to Reserves	38
2.4.	Risks of Value of Collateral	39
2.5.	Commitment to Make Revolving Credit Loans and Support Letters of Credit	39
2.6.	Loan Requests	39
2.7.	Making of Revolving Credit Loans	41
2.8.	SwingLine Loans	42
2.9.	The Loan Account	43
2.10.	The Revolving Credit Notes	44
2.11.	Payment of The Loan Account	44
2.12.	Interest on Revolving Credit Loans	45
2.13.	Arrangement Fee	46
2.14.	Upfront Fees	46
2.15.	Administrative Agent’s Fee	46
2.16.	Unused Line Fee	46
2.17.	Agents’ and Revolving Credit Lenders’ Discretion	46
2.18.	Procedures For Issuance of L/C’s	47
2.19.	Fees For L/C’s	49
2.20.	Concerning L/Cs	50
2.21.	Changed Circumstances	52
2.22.	Designation of Borrowers’ Representative as Borrowers’ Agent	52
2.23.	Revolving Credit Lenders’ Commitments	53
2.24.	Increase in Revolving Credit Commitments	54
2.25.	References to Existing Loan Agreement	56

ARTICLE 3 - CONDITIONS PRECEDENT:		56

3.1.	Due Diligence	56
3.2.	Opinion	57
3.3.	Additional Documents	57
3.4.	Officers’ Certificates	57
3.5.	Representations and Warranties	58
3.6.	All Fees and Expenses Paid	58
3.7.	Collateral, Etc.	58
3.8.	No Default.	58
3.9.	Financial Statements; Legal Due Diligence; No Adverse Change	59
3.10.	No Litigation	59
3.11.	Patriot Act	59
3.12.	Benefit of Conditions Precedent	59

ARTICLE 4 - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:		60

4.1.	Payment and Performance of Liabilities	60

(ii)


4.2.	Due Organization; Authorization; No Conflicts	60
4.3.	Trade Names	61
4.4.	Infrastructure	61
4.5.	Locations	62
4.6.	Stores	63
4.7.	Title to Assets	63
4.8.	Indebtedness	64
4.9.	Insurance	64
4.10.	Licenses	65
4.11.	Leases	65
4.12.	Requirements of Law	65
4.13.	Labor Relations	66
4.14.	Maintain Properties; Asset Sales	66
4.15.	Taxes	67
4.16.	No Margin Stock; Not Investment Company	68
4.17.	ERISA	68
4.18.	Hazardous Materials	68
4.19.	Litigation	69
4.20.	Dividends. Investments. Entity Action	69
4.21.	Permitted Acquisitions	70
4.22.	Loans	71
4.23.	Restrictions on Sale of Collateral; License Agreements	72
4.24.	Protection of Assets	72
4.25.	Line of Business	72
4.26.	Affiliate Transactions	73
4.27.	Further Assurances	73
4.28.	Adequacy of Disclosure	74
4.29.	No Restrictions on Liabilities	75
4.30.	Other Covenants	75
4.31.	Inventory Purchasing	75
4.32.	Solvency	75
4.33.	Patriot Act	75
4.34.	Foreign Assets Control Regulations	76

ARTICLE 5 - FINANCIAL REPORTING AND PERFORMANCE COVENANTS:		76

5.1.	Maintain Records	76
5.2.	Access to Records	77
5.3.	Prompt Notice to Administrative Agent	78
5.4.	Borrowing Base Certificate	79
5.5.	Monthly Reports	79
5.6.	Quarterly Reports	79
5.7.	Annual Reports	80
5.8.	Compliance Certificates	81
5.9.	Inventories, Appraisals, and Audits	81
5.10.	Additional Financial Information	83
5.11.	Excess Availability Covenant	83

(iii)


ARTICLE 6 - USE OF COLLATERAL:		83

6.1.	Use of Inventory Collateral	83
6.2.	Inventory Quality	84
6.3.	Adjustments and Allowances	84

ARTICLE 7 - CASH MANAGEMENT, PAYMENT OF LIABILITIES:		84

7.1.	Depository Accounts	84
7.2.	Credit Card Receipts	85
7.3.	The Administrative Agent’s, Blocked, and Operating Accounts	85
7.4.	Proceeds and Collections	85
7.5.	Payment of Liabilities	86
7.6.	The Operating Account	87

ARTICLE 8 - GRANT OF SECURITY INTEREST:		88

8.1.	Grant of Security Interest	88
8.2.	Extent and Duration of Security Interest; Notice	89

ARTICLE 9 - COLLATERAL AGENT AS ATTORNEY-IN-FACT:		89

9.1.	Appointment as Attorney-In-Fact	89
9.2.	No Obligation to Act	90

ARTICLE 10 - EVENTS OF DEFAULT:		91

10.1.	Failure to Pay the Revolving Credit Facility	91
10.2.	Failure To Make Other Payments	91
10.3.	Failure to Perform Covenant or Liability (No Grace Period)	91
10.4.	Financial Reporting Requirements	91
10.5.	Failure to Perform Covenant or Liability (Grace Period)	92
10.6.	Misrepresentation	92
10.7.	Acceleration of Other Debt; Breach of Lease	92
10.8.	Default Under Other Agreements	92
10.9.	Uninsured Casualty Loss	92
10.10.	Attachment; Judgment; Restraint of Business	92
10.11.	Indictment - Forfeiture	93
10.12.	Challenge to Loan Documents	93
10.13.	Change in Control	93
10.14.	Business Failure	93
10.15.	Bankruptcy	94
10.16.	Termination of Business	94
10.17.	Payment of Other Indebtedness	94
10.18.	Default by Guarantor; Termination of Guaranty	94
10.19.	Material Adverse Change	94

ARTICLE 11 - RIGHTS AND REMEDIES UPON DEFAULT:		95

11.1.	Acceleration	95
11.2.	Rights of Enforcement	95
11.3.	Sale of Collateral	95

(iv)


11.4.	Occupation of Business Location	96
11.5.	Grant of Nonexclusive License	97
11.6.	Assembly of Collateral	97
11.7.	Rights and Remedies	97

ARTICLE 12 - LOAN FUNDINGS AND DISTRIBUTIONS:		97

12.1.	Funding Procedures	97
12.2.	SwingLine Loans	98
12.3.	Administrative Agent’s Covering of Fundings:	99
12.4.	Ordinary Course Distributions: Revolving Credit Facility	102

ARTICLE 13 - ACCELERATION AND LIQUIDATION:		103

13.1.	Acceleration Notices	103
13.2.	Acceleration	103
13.3.	Initiation of Liquidation	104
13.4.	Actions At and Following Initiation of Liquidation	104
13.5.	Distribution of Liquidation Proceeds	104
13.6.	Relative Priorities To Proceeds of Liquidation	105

ARTICLE 14 - THE AGENTS:		106

14.1.	Appointment of The Agents	106
14.2.	Responsibilities of Agents	107
14.3.	Concerning Distributions By the Agents	108
14.4.	Dispute Resolution	109
14.5.	Distributions of Notices and of Documents	109
14.6.	Confidential Information	109
14.7.	Reliance by Agents	110
14.8.	Non-Reliance on Agents and Other Revolving Credit Lenders	110
14.9.	Indemnification	111
14.10.	Resignation of Agent	111

ARTICLE 15 - ACTION BY AGENTS - CONSENTS - AMENDMENTS - WAIVERS:		112

15.1.	Administration of Revolving Credit Facility	112
15.2.	Actions Requiring or On Direction of Majority Revolving Credit Lenders	113
15.3.	Action Requiring Certain Consent	113
15.4.	Miscellaneous Actions	115
15.5.	Actions Requiring Borrowers’ Representative’s Consent	115
15.6.	NonConsenting Revolving Credit Lender	116

ARTICLE 16 - ASSIGNMENTS BY REVOLVING CREDIT LENDERS:		117

16.1.	Assignments and Assumptions	117
16.2.	Assignment Procedures	118
16.3.	Effect of Assignment	118

ARTICLE 17 - NOTICES:		119

17.1.	Notice Addresses	119

(v)


17.2.	Notice Given	120
17.3.	Wire Instructions	121

ARTICLE 18 - TERM:		121

18.1.	Termination of Revolving Credit Facility	121
18.2.	Actions On Termination	121

ARTICLE 19 - GENERAL:		122

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

(vi)

EXHIBITS


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

(vii)


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

November 10, 2010

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

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

and

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

and

The Revolving Credit Lenders;

and

Casual Male Retail Group, Inc., a Delaware corporation with its principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021, as agent (in such capacity, the “Borrowers’ Representative”) for Casual Male Retail Group, Inc. and CMRG Apparel, LLC (successor by conversion to Designs Apparel, Inc.), a Delaware limited liability company (“CMRG Apparel”) (individually, a “Borrower” and collectively, the “Borrowers”).

WHEREAS, on December 28, 2006, the Borrowers entered into a Fifth Amended and Restated Loan and Security Agreement (as amended and in effect, the “Existing Loan Agreement”) among (i) the Borrowers, (ii) Bank of America, N.A., as Administrative Agent and Collateral Agent, (iii) the Revolving Credit Lenders, and (iv) the “Last Out Lenders” party to, and as defined in, the Existing Loan Agreement, pursuant to which, among other things, the Revolving Credit Lenders agreed to make Revolving Credit Loans to the Borrowers and the Last Out Lenders agreed to make Last Out Revolving Loans to the Borrowers;

-1-

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

WHEREAS, in accordance with Article 15 of the Existing Loan Agreement, the Agent and the Revolving Credit Lenders are willing to amend and restate the Existing Loan Agreement in its entirety on the terms set forth herein

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

ARTICLE 1 - DEFINITIONS:

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

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

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

“Acceleration Notice”: Written notice as follows:

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

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

-2-

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

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

“ACH”: Automated clearing house.

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

“Additional Commitment Lender”: Defined in Section 2.24(c).

“Administrative Agent”: Defined in the Preamble.

“Administrative Agent’s Account”: Defined in Section 7.3.

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

“Affiliate”: The following:

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

-3-

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

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

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

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

“Applicable Inventory Advance Rate”: 90%.

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

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


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

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

-4-

Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand. Upon the occurrence of an Event of Default and for so long as such Event of Default continues in existence, the Applicable Margin may, at the option of the Administrative Agent, be immediately increased to the percentages set forth in Level II (even if the Average Excess Availability requirements for another Level have been met) and interest shall be determined in the manner set forth in Section 2.12(f).

“Appraised Inventory Liquidation Value”: The product of (a) the Cost of Eligible Inventory (net of Inventory Reserves) of the Casual Male Companies and RBT, multiplied by (b) that percentage, determined from the then most recent appraisal of the Loan Parties’ Inventory undertaken at the request of the Administrative Agent, to reflect the appraiser’s estimate of the net recovery on the Loan Parties’ Inventory in the event of an in-store liquidation of that Inventory.

“Approved Fund”: Any Fund that is administered or managed by (a) a Revolving Credit Lender, (b) an Affiliate of a Revolving Credit Lender (c) an entity or an Affiliate of an entity that administers or manages a Revolving Credit Lender, or (d) the same investment advisor or an advisor under common control with such Revolving Credit Lender, Affiliate or advisor, as applicable.

“Arrangement Fee”: Has the meaning set forth in the Fee Letter.

“Assignee Revolving Credit Lender”: Defined in Section 16.1.

“Assigning Revolving Credit Lender”: Defined in Section 16.1.

“Assignment and Acceptance”: Defined in Section 16.2.

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

(a)

is the result of

(i) The Revolving Credit Commitments;

Minus

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

Minus

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

-5-

(b)

is the result of

(i) The Borrowing Base;

Minus

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

Minus

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

Minus

(iv) The aggregate of the Availability Reserves.

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

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

(i)

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

(ii)

Customer Credit Liabilities.

(iii)

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

(iv)

L/C Landing Costs.

(v)

Banking Services Reserves.

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“Average Excess Availability”: The average daily Excess Availability for the immediately preceding quarter.

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

“BALC Equipment”: The Equipment specifically set forth on Exhibit 1.1(a) hereto, as such exhibit may be amended from time to time by the Borrowers, with the consent of the Administrative Agent.

“BALC Indebtedness”: Indebtedness pursuant to the BALC Loan Agreement in the aggregate principal amount not to exceed $20,000,000 less all principal payments made after the Closing Date by the Borrowers to BALC pursuant to the terms thereof.

“BALC Loan Agreement”: That certain Master Loan and Security Agreement and Equipment Security Note each dated as of July 20, 2007 entered into among others BALC and Casual Male Retail Group, Inc., as each is in effect as of July 20, 2007.

“Banking Services”: Each and any bank services or facilities provided to any Loan Party by any Agent or any Revolving Credit Lender or any of their respective Affiliates, including, without limitation, the following: (a) Hedge Agreements; (b) purchase cards; (c) ACH transactions; (d) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services; (e) foreign exchange facilities; (f) credit card processing services; and (g) credit or debit cards.

“Banking Services Obligations”: Any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Reserves”: Such reserves as the Administrative Agent from time to time determines in its reasonable discretion as being appropriate to reflect the Banking Services Obligations then outstanding.

“Bank of America”: Bank of America, N.A., a national banking association and its Subsidiaries, Affiliates, branches, and their respective successors with offices at 100 Federal Street, 9^th Floor, Boston, Massachusetts 02110.

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

“BAS”: Is defined in Section 2.13.

“Base Rate”: For any day, a fluctuating rate per annum equal to the highest of: (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America

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as its “prime rate”; or (c) the Libor Rate for a one-month Interest Period in effect on such day plus one percent (1.00%). The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the Base Rate due to a change in Bank of America’s “prime rate”, the Federal Funds Rate or the Libor Rate, respectively, shall take effect at the opening of business on the day specified in the public announcement of such change.

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

“Base Margin Loan”: Each Revolving Credit Loan while bearing interest at the Base Margin Rate.

“Base Margin Rate”: The aggregate of Base Rate plus the then Base Margin.

“Blocked Account”: Defined in Section 7.3(a)(ii).

“Blocked Account Agreement”: An agreement, in form and substance satisfactory to the Collateral Agent, which recognizes the Collateral Agent’s Collateral Interest in the contents of the deposit account which is the subject of such agreement and provides that, after the occurrence and during the continuance of a Cash Dominion Event, such contents shall be transferred only to the Administrative Agent’s Account or as otherwise instructed by the Collateral Agent.

“Blocked Account Bank”: Each bank with whom deposit accounts are maintained in which any funds of any of the Loan Parties from one or more DDAs are concentrated and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof.

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

“Borrowers’ Representative”: Defined in the Preamble.

“Borrowing Base”: The aggregate of the following:

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

Plus

(b) The face amount of Eligible Credit Card Receivables multiplied by the Credit Card Advance Rate.

“Borrowing Base Certificate”: A certificate substantially in the form of EXHIBIT 5.4 annexed hereto (as such form may be revised from time to time by the

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Administrative Agent), executed and certified as accurate and complete by the Borrowers’ Representative, which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by the Administrative Agent.

“Business Day”: Any day other than (a) a Saturday or Sunday; (b) any day on which banks in Boston, Massachusetts generally are not open to the general public for the purpose of conducting commercial banking business; or (c) a day on which the principal office of the Administrative Agent is not open to the general public to conduct business.

“Business Plan”: The Loan Parties’ most recent projected balance sheet, income statement, statement of cash flows, and availability model, each on a monthly basis for the following twelve (12) month period, delivered by the Borrowers’ Representative from time to time pursuant to Section 5.7(c), as updated from time to time by the Borrowers’ Representative pursuant to this Agreement.

“Canton Lease”: The lease and related documents entered into by and among Casual Male and Spirit SPE Canton, LLC dated as of February, 2006.

“Capital Expenditures”: The expenditure of funds or the incurrence of liabilities which may be capitalized in accordance with GAAP.

“Capital Lease”: Any lease which may be capitalized in accordance with GAAP.

“Capital Lease Obligations”: With respect to any Person for any period, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP.

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

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

“Casual Male”: Casual Male Retail Group, Inc.

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

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

(a) The acquisition, by any group of persons (within the meaning of the Securities Exchange Act of 1934, as amended) or by any Person, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of 35% or more of the issued and outstanding capital stock of Casual Male having the right, under ordinary circumstances, to vote for the election of directors of Casual Male.

(b) At any time, (a) occupation of a majority of the seats (other than vacant seats) on the board of directors of Casual Male by Persons who were neither (i) nominated by the board of directors of Casual Male nor (ii) appointed by directors so nominated.

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

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

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

“Closing Date”: November 10, 2010.

“CMRG Apparel”: Defined in the Preamble.

“Collateral”: Defined in Section 8.1.

“Collateral Agent”: Defined in the Preamble.

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

“Compliance Certificate”: Defined in Section 5.8.

“Consent”: (a) Actual consent given by the Revolving Credit Lender from whom such consent is sought; or (b) except with respect to matters set forth in Section 15.3 (as to which matters actual written consent given by the Revolving Credit Lender from whom such consent is sought shall be required), the passage of seven (7) Business Days from receipt of written notice to a Revolving Credit Lender from an Agent of a proposed course of action to be followed by an Agent without such Revolving Credit Lender’s giving that Agent written notice of that Revolving Credit Lender’s objection to such course of action; provided that all Agents may rely on such passage of time as consent by a Revolving Credit Lender only if such written notice states that consent will be deemed effective if no objection is received within such time period.

“Consolidated”: When used to modify a financial term, test, statement, or report, refers to the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of the Loan Parties.

“Consolidated EBITDA”: For any period, an amount equal to the Consolidated Net Income of the Borrowers’ Representative and its Subsidiaries for such period, plus (a) the following to the extent deducted in calculating Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income taxes, (iii) depreciation and amortization expense and (iv) other non-recurring expenses reducing Consolidated Net Income which do not represent a cash item in such period or any future period (in each case of or by the Borrowers’ Representative and its Subsidiaries for such period), minus (b) the following to the extent included in calculating Consolidated Net Income: (i) federal, state, local and foreign income tax credits and (ii) all non-cash items increasing Consolidated Net Income (in each case of or by the Borrowers’ Representative and its Subsidiaries for such period), all as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio”: For any period, the ratio of (a) (i) Consolidated EBITDA for such period minus (ii) Capital Expenditures made during such period, minus (iii) the aggregate amount of federal, state, local and foreign income taxes paid in cash during such period to (b) Debt Service Charges during such period, in each case, of or by the Borrowers’ Representative and its Subsidiaries for such period, all as determined on a Consolidated basis in accordance with GAAP.

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

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borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements, but excluding any non-cash or deferred interest financing costs, and (b) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP, in each case of or by the Borrowers’ Representative and its Subsidiaries for such period, all as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Net Income”: For any period, the net income of the Borrowers’ Representative and its Subsidiaries for such period, all as determined on a Consolidated basis in accordance with GAAP; provided, however, that there shall be excluded (a) the income (or loss) of such Person during such period in which any other Person has a joint interest, except to the extent of the amount of cash dividends or other distributions actually paid in cash to such Person during such period, (b) the income (or loss) of such Person during such period and accrued prior to the date it becomes a Subsidiary of a Person or any of such Person’s Subsidiaries or is merged into or consolidated with a Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries, and (c) the income of any direct or indirect Subsidiary of a Person to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, except that the Borrowers’ Representative’s equity in any net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income.

“Cost”: The lower of:

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

(b) the lowest ticketed or promoted price at which the subject inventory is offered to the public by any Loan Party, after all mark-downs (whether or not such price is then reflected on a Loan Party’s accounting system).

“Cost” does not include inventory capitalization costs or other non-purchase price charges used in a Loan Party’s calculation of cost of goods sold (other than freight, which may be capitalized consistent with GAAP and such Loan Party’s prior practices).

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

“Credit Card Advance Rate”: 90%.

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

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

“DDA”: Any store level checking, demand daily depository account or other bank or like account maintained by any Loan Party for the purpose of depositing store receipts and paying de minimis store level expenses, including, on the date of this Agreement, the accounts listed on EXHIBIT 7.1 hereto, but excluding, however, any Exempt DDA.

“Debt Service Charges”: For any period, the sum of (a) Consolidated Interest Charges paid or required to be paid for such period, plus (b) scheduled principal payments made or required to be made on account of Indebtedness (excluding the

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

“Default”: Any occurrence, circumstance, or state of facts with respect to a Loan Party which (a) is an Event of Default; or (b) would become an Event of Default if any requisite notice were given and/or any requisite period of time were to run and such occurrence, circumstance, or state of facts were not cured within any applicable grace period.

“Delinquent Revolving Credit Lender”: Defined in Section 12.3(c).

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

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

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

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

“Eligible Assignee”: With respect to an assignee of a Revolving Credit Lender: (a) a bank, insurance company, or company engaged in the business of making commercial loans having a combined capital and surplus in excess of $300 Million; or (b) a Revolving Credit Lender or any Affiliate of any Revolving Credit Lender; or (c) any Person to whom a Revolving Credit Lender assigns its rights and obligations under this Agreement as part of a programmed assignment and transfer of such Revolving Credit Lender’s rights in and to a material portion of such Revolving Credit Lender’s portfolio of asset based credit facilities; or (d) an Approved Fund.

“Eligible Credit Card Receivables”: At the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable (i) has been earned by performance and represents the bona fide

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amounts due to a Loan Party from a credit card payment processor and/or credit card issuer, and in each case originated in the ordinary course of business of such Loan Party, and (ii) in each case is acceptable to the Administrative Agent in its reasonable discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (k) below. Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Loan Party may be obligated to rebate to a customer, a credit card payment processor, or credit card issuer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable. Except as otherwise agreed by the Administrative Agent, any Credit Card Receivable included within any of the following categories shall not constitute an Eligible Credit Card Receivable:

(a) Credit Card Receivables which do not constitute an “Account” (as defined in the UCC);

(b) Credit Card Receivables that have been outstanding for more than five (5) Business Days from the date of sale;

(c) Credit Card Receivables (i) that are not subject to a perfected first-priority security interest in favor of the Collateral Agent, or (ii) with respect to which a Loan Party does not have good, valid and marketable title thereto, free and clear of any Encumbrance (other than Encumbrances granted to the Collateral Agent pursuant to the Loan Documents);

(d) Credit Card Receivables which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (to the extent of such claim, counterclaim, offset or chargeback);

(e) Credit Card Receivables as to which the processor has the right under certain circumstances to require a Loan Party to repurchase the Accounts from such credit card processor;

(f) Credit Card Receivables due from an issuer or payment processor of the applicable credit card which is the subject of any bankruptcy or insolvency proceedings;

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(g) Credit Card Receivables which are not a valid, legally enforceable obligation of the applicable issuer with respect thereto;

(h) Credit Card Receivables which do not conform to all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables;

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

(j) Credit Card Receivables which the Administrative Agent determines in its reasonable discretion to be uncertain of collection or which do not meet such other reasonable eligibility criteria for Credit Card Receivables as the Administrative Agent may determine.

“Eligible In-Transit Inventory”: “Eligible In-Transit Inventory” will be calculated at 80% of the Cost value of such of the Inventory of the Casual Male Companies and RBT (in each case, without duplication as to Eligible Inventory and Eligible L/C Inventory), in each case in which title has passed to a Loan Party and which is then being shipped from a foreign location for receipt, within 45 days, at a warehouse of one of the Loan Parties; provided that

(a) Such Inventory is of such types, character, qualities and quantities (net of Inventory Reserves) as the Administrative Agent in its reasonable discretion from time to time determines to be eligible for borrowing;

(b) If applicable, the documents which relate to such shipment names the Collateral Agent as consignee of the subject Inventory and the Collateral Agent has control over the documents which evidence ownership of the subject Inventory (such as by the providing to the Collateral Agent of a Customs Brokers Agreement in form reasonably satisfactory to the Collateral Agent); and

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

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

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

(b) Eligible L/C Inventory.

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

“Eligible L/C Inventory”: “Eligible L/C Inventory” will be calculated at 85% of the Cost value of such of the Inventory of the Casual Male Companies and RBT (in each case, without duplication as to Eligible Inventory and Eligible In-Transit Inventory), in each case the purchase of which is supported by a documentary L/C then having an initial expiry of forty-five (45) or less days; provided that

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

“Employee Benefit Plan”: As defined in ERISA.

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

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

“Environmental Laws”: All of the following:

(a) Applicable Law which regulates or relates to, or imposes any standard of conduct or liability on account of or in respect to environmental protection matters, including, without limitation, Hazardous Materials, as are now or hereafter in effect.

(b) The common law relating to damage to Persons or property from Hazardous Materials.

“Equipment”: Includes, without limitation, “equipment” as defined in the UCC, and also all furniture, store fixtures, motor vehicles, rolling stock, machinery, office equipment, plant equipment, tools, dies, molds, and other goods, property, and assets which are used and/or were purchased for use in the operation or furtherance of a Person’s business, and any and all accessions or additions thereto, and substitutions therefor.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

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

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

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

“Executive Order”: Defined in Section 4.34.

“Exempt DDA”: A depository account maintained by any Loan Party, the only contents of which may be transfers from the Operating Account and actually used solely (i) for petty cash purposes or (ii) for payroll.

“Existing Loan Agreement”: Defined in the Preamble.

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

“Federal Funds Rate”: For any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of ¹/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter”: The letter dated as of September 28, 2010 between Borrowers’ Representative and the Administrative Agent, as such letter may from time to time be amended.

“Fiscal”: When followed by “month” or “quarter”, it refers to the relevant fiscal period based on the Loan Parties’ fiscal year and accounting conventions (e.g. reference to the Loan Parties’ “Fiscal June 2010” is to the Loan Parties’ fiscal month of June in the calendar year 2010). When followed by reference to a specific year, it refers to the fiscal year which ends in a month of the year to which reference is being made (e.g. if the Loan Parties’ fiscal year ends in January 2011 reference to that year would be to the Loan Parties’ “Fiscal 2011”).

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

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

“Fund”: Any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP”: Principles which are consistent with those promulgated or adopted by the Financial Accounting Standards Board and its predecessors (or successors) in effect and applicable to that accounting period in respect of which reference to GAAP is being made; provided, however, in the event of a Material Accounting Change, then unless otherwise specifically agreed to by the Administrative Agent, the Borrowers’ Representative shall include, with its monthly, quarterly, and annual financial statements a schedule, certified by the Borrowers’ Representative’s chief financial officer, on which the effect of such Material Accounting Change on that statement shall be described.

“General Intangibles”: Includes, without limitation, “general intangibles” as defined in the UCC; and also all: rights to payment for credit extended; deposits; amounts due to any Person; credit memoranda in favor of any Person; warranty claims; tax refunds and abatements; insurance refunds and premium rebates; all means and vehicles of investment or hedging, including, without limitation, options, warrants, and futures contracts; records; customer lists; telephone numbers; goodwill; causes of action; judgments; payments under any settlement or other agreement; literary rights; rights to performance; royalties; license and/or franchise fees; rights of admission; licenses; franchises; license agreements, including all rights of any Person to enforce same; permits, certificates of convenience and necessity, and similar rights granted by any governmental authority; patents, patent applications, patents pending, and other intellectual property; internet addresses and domain names; developmental ideas and concepts; proprietary processes; blueprints, drawings, designs, diagrams, plans, reports, and charts; catalogs; manuals; technical data; computer software programs (including the source and object codes therefor), computer records, computer software, rights of access to computer record service bureaus, service bureau computer contracts, and computer data; tapes, disks, semi-conductors chips and printouts; trade secrets rights, copyrights, mask work rights and interests, and derivative works and interests; user, technical reference, and other manuals and materials; trade names, trademarks, service marks, and all goodwill relating thereto; applications for registration of the foregoing; and all other general intangible property of any Person in the nature of intellectual property; proposals; cost estimates, and reproductions on paper, or otherwise, of any and all concepts or ideas, and any matter related to, or connected with, the design, development, manufacture, sale, marketing, leasing, or use of any or all property produced, sold, or leased, by any or credit extended or services performed, by any Person, whether intended for an individual customer or the general business of any Person, or used or useful in connection with research by any Person.

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

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

“Guarantor Agreement”: Each instrument and document executed by a Guarantor of the Liabilities to evidence or secure the Guarantor’s guaranty thereof.

“Guarantor Default”: Default or breach or the occurrence of any event of default under any Guarantor Agreement.

“Hazardous Materials”: Any (a) substance which is defined or regulated as a hazardous material in or under any Environmental Law and (b) oil in any physical state.

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

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

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

“Indebtedness”: All indebtedness and obligations of or assumed by any Person on account of or with respect to any of the following:

(a) In respect of money borrowed (including any indebtedness which is non-recourse to the credit of such Person but which is secured by an Encumbrance on any asset of such Person) whether or not evidenced by a promissory note, bond, debenture or other written obligation to pay money.

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

(d) On account of deposits or advances (but not including any liabilities with respect to Customer Credit Liabilities including gift cards, gift certificates, merchandise credits and/or frequent shopper or other consumer loyalty programs).

(e) As lessee under Capital Leases.

(f) In connection with any sale and leaseback transaction.

“Indebtedness” of any Person also includes:

(x) Indebtedness of others secured by an Encumbrance on any asset of such Person, whether or not such Indebtedness is assumed by such Person.

(y) Any guaranty, endorsement, suretyship or other undertaking pursuant to which that Person may be liable on account of any obligation of any third party other than on account of the endorsement of checks and other items in the ordinary course.

(z) The Indebtedness of a partnership or joint venture for which such Person is liable as a general partner or joint venturer.

“Indemnified Person”: Defined in Section 19.12.

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

“Interest Payment Date”: With reference to:

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

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Each Base Margin Loan: The first day of each month; the Termination Date; and the End Date.

“Interest Period”: The following:

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

(b) With respect to each Base Margin Loan: Subject to Subsection (c), below, the period commencing on the date of the making or continuation of or conversion to such Base Margin Loan and ending on that date (i) as of which the subject Base Margin Loan is converted to a Libor Loan, as the Borrowers’ Representative may elect by notice (pursuant to Section 2.6) to the Administrative Agent, or (ii) on which the subject Base Margin Loan is paid by the Borrowers.

(i) Any Interest Period for a Base Margin Loan which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day.

(ii) Any Interest Period for a Libor Loan which would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless that succeeding Business Day is in the next calendar month, in which event such Interest Period shall end on the last Business Day of the month during which the Interest Period ends.

(iii) Subject to Subsection (iv), below, any Interest Period applicable to a Libor Loan, which Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period ends, shall end on the last Business Day of the month during which that Interest Period ends.

(iv) Any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date.

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(v) The number of Interest Periods in effect at any one time is subject to Section 2.12(d) hereof.

“Inventory”: Includes, without limitation, “inventory” as defined in the UCC and also all: (a) Goods which are leased by a Person as lessor; are held by a Person for sale or lease or to be furnished under a contract of service; are furnished by a Person under a contract of service; or consist of raw materials, work in process, or materials used or consumed in a business; (b) Goods of said description in transit; (c) Goods of said description which are returned, repossessed and rejected; (d) packaging, advertising, and shipping materials related to any of the foregoing; (e) all names, marks, and General Intangibles affixed or to be affixed or associated thereto; and (f) Documents and Documents of Title which represent any of the foregoing.

“Inventory Purchase Agreement”: The Inventory Purchase Agreement dated October 29, 2004 by and between CMRG Apparel and the other Loan Parties.

“Inventory Reserves”: Such Reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s reasonable discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors affecting the market value of the Eligible Inventory. Without limiting the generality of the foregoing, Inventory Reserves may include (but are not limited to) reserves based on the following:

(i)

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

(ii)

Seasonality.

(iii)

Shrinkage.

(iv)

Imbalance.

(v)

Change in Inventory character.

(vi)

Change in Inventory composition.

(vii)

Change in Inventory mix.

(viii)

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

(ix)

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

(x)

Consigned Inventory.

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

“Issuer”: Bank of America, N.A. or any of its successors.

“L/C”: Any letter of credit, the issuance of which is procured by the Administrative Agent for the account of any Borrower and any acceptance made on account of such letter of credit.

“L/C Borrowing”: An extension of credit resulting from a drawing under any L/C which has not been reimbursed on the date when made or refinanced as a Revolving Credit Loan.

“L/C Landing Costs”: To the extent not included in the Stated Amount of an L/C, customs, duty, freight, and other out-of-pocket costs and expenses which will be expended to “land” the Inventory, the purchase of which is supported by such L/C.

“Lease”: Any lease or other agreement, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use or occupancy of any space.

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

“Lenders’ Special Counsel”: A single counsel selected by Revolving Credit Lenders holding more than 51% of the Revolving Credit Commitments (other than any Revolving Credit Dollar Commitments held by Delinquent Revolving Credit Lenders) following the occurrence of an Event of Default to represent their interests in connection with the enforcement, attempted enforcement, or preservation of any rights and remedies under this, or any other Loan Document.

“Letter-of-Credit Right”: Has the meaning given that term in the UCC and also refers to any right to payment or performance under any letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance.

“Liabilities”: (a) Any and all direct and indirect liabilities, debts, and obligations of each Borrower to any Agent, any Revolving Credit Lender, or any other Secured Party, each of every kind, nature, and description owing on account of this Agreement or any other Loan Document, whether now existing or hereafter arising under this Agreement or under any of the other Loan Documents, including, without limitation, the following:

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

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unsecured, direct, indirect, absolute, contingent, or of any other type, nature, or description, or by reason of any cause of action which any Agent, any Revolving Credit Lender or any other Secured Party may hold against any Borrower.

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

(iii) All interest, fees, and charges and other amounts which may be charged by any Agent, any Revolving Credit Lender or any other Secured Party to any Borrower and/or which may be due from any Borrower to any Agent, any Revolving Credit Lender or any other Secured Party from time to time.

(iv) All costs and expenses incurred or paid by any Agent in respect of this Agreement or any other Loan Document (including, without limitation, Costs of Collection, reasonable attorneys’ fees, and all court and reasonable litigation costs and expenses).

(v) Any and all covenants of each Borrower to or with any Agent, any Revolving Credit Lender or any other Secured Party under this Agreement or any other Loan Document and any and all obligations of each Borrower to act or to refrain from acting in accordance with this Agreement or any other Loan Document or any instrument furnished by that Borrower to any Agent, any Revolving Credit Lender or any other Secured Party pursuant to this Agreement or any other Loan Document.

(vi) Each of the foregoing as if each reference to “any Agent, any Revolving Credit Lender or any other Secured Party” were to each Affiliate of each Agent, each Revolving Credit Lender and each other Secured Party.

(b) Any and all direct or indirect liabilities, debts, and obligations of each Borrower to any Agent, any Revolving Credit Lender or any other Secured Party or any Affiliate of any Agent, any Revolving Credit Lender or any other Secured Party, each of every kind, nature, and description owing on account of any service or accommodation provided to, or for the account of, any Borrower pursuant to this or any other Loan Document, including any Banking Services Obligations; provided, however, that the Banking Services Obligations shall be secured solely to the extent that there is sufficient Collateral following satisfaction of all other liabilities, debts, and obligations of each Borrower to any Agent, any Revolving Credit Lender and any other Secured Party described in clause (a) of this definition of Liabilities.

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

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

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

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

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

(a)

is the decimal equivalent of the following fraction:


		Libor Offer Rate
		1 minus Reserve Percentage

(b)

is the applicable Libor Margin.

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

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“Loan Account”: Defined in Section 2.9.

“Loan Cap”: At any time of determination, the lesser of (a) the Revolving Credit Commitments at such time or (b) the Borrowing Base at such time.

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

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

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

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

“Maturity Date”: November 10, 2014.

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

“Nominee”: A business entity (such as a corporation or limited partnership) formed by the Collateral Agent to own or manage any Post Foreclosure Asset.

“NonConsenting Revolving Credit Lender”: Defined in Section 15.6.

“Operating Account”: Defined in Section 7.3.

“OverLoan”: A loan, advance, or providing of credit support (such as the issuance of any L/C) to the extent that, immediately after its having been made, Availability is less than zero.

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“Participant”: Defined in Section 19.15 hereof.

“Patriot Act”: Defined in Section 3.11.

“Payment Conditions”: At the time of determination with respect to any specified transaction or payment that is subject to satisfaction of the Payment Conditions:

(a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or making such payment;

(b) the Borrowers are in compliance with the Availability Condition; and

(c) the Consolidated Fixed Charge Coverage Ratio for each of the twelve (12) Fiscal months immediately preceding the date of such transaction or payment for which the Administrative Agent has received financial statements shall be equal to or greater than 1.00:1.00 after giving pro forma effect to such transaction or payment as if such transaction had been entered into or such payment had been made as of the first day of such twelve-month period; and

Prior to undertaking any transaction or payment which is subject to the Payment Conditions, the Borrowers’ Representative shall deliver to the Administrative Agent (i) a certificate signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrowers’ Representative certifying that the conditions contained in clauses (a), (b) and (c) of the preceding sentence have been satisfied, and (ii) evidence of satisfaction of the conditions contained in clauses (b) and (c) above on a basis (including, without limitation, giving due consideration to results for prior Fiscal periods and giving effect to the proposed transaction or payment) reasonably satisfactory to the Administrative Agent.

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

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

(a) Such Acquisition shall be of assets ancillary, incidental or necessary to the retail sale of apparel and related activities, or of 100% of the stock of a corporation whose assets consist substantially of such assets, or through the merger of such a corporation with a Loan Party (with a Loan Party as the surviving corporation), or with a Subsidiary of a Loan Party where, after giving effect to such merger, such corporation becomes a wholly-owned Subsidiary of a Loan Party;

(b) If such Acquisition includes the acquisition of assets by, or the merger of, a Loan Party, there shall have been no change in the identity of the president, chief financial officer or any executive vice president of such Loan Party as a consequence of such acquisition, or if

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there has been such a change, the Administrative Agent shall have consented in writing to such change in identity within thirty (30) days thereafter (which consent shall not be unreasonably withheld or delayed); and

(c) If a new Subsidiary is formed or acquired as a result of such Acquisition, such Subsidiary shall execute documentation, reasonably satisfactory in form and substance to the Administrative Agent, guarantying payment and performance of the Liabilities and granting a first lien, subject only to Permitted Encumbrances, in its assets in favor of the Collateral Agent, for the ratable benefit of the Secured Parties.

“Permitted Asset Disposition”: A sale or other disposition of the assets of any Loan Party in the ordinary course, so long as the following conditions are satisfied:

(a) The sale, liquidation or other disposition of Inventory at any locations from which a Loan Party determines to cease the conduct of its business, (i) shall be on terms satisfactory to the Administrative Agent and (ii) notwithstanding the Administrative Agent’s furnishing of any such consent, the Administrative Agent may, in the exercise of its reasonable discretion, impose Inventory Reserves as a result of the occurrence of any such sale, liquidation, or disposition;

(b) The aggregate of all such sales or other dispositions of the assets of any Loan Party shall not exceed (i) in any Fiscal year of the Loan Parties, ten percent (10%) of the value of all assets of the Loan Parties as of the beginning of such Fiscal year and (ii) in the aggregate from and after the Closing Date, thirty-five percent (35%) of the value of all assets of the Loan Parties as of the Closing Date;

(d) On the date on which any sale or other disposition of assets is consummated, no Default shall have occurred and be continuing or will occur as a result of such consummation.

“Permitted Encumbrances”: The following:

(a) Encumbrances described on EXHIBIT 1.1 hereto.

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

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

“Permitted Indebtedness”: The following Indebtedness:

(a)

The Liabilities.

(b)

Capital Leases and purchase money Indebtedness secured by Permitted Encumbrances.

(c)

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

(d)

Intercompany Indebtedness permitted under Section 4.22.

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(e)

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

(f)

Indebtedness on account of the Canton Lease.

(g)

The BALC Indebtedness.

“Permitted Investments”: Any or all of the following:

(a) marketable direct full faith and credit obligations of, or marketable obligations guaranteed by, the United States of America; provided that such securities, as a group, may not, on the date of determination, have a remaining weighted average maturity of more than five years;

(b) marketable direct full faith and credit obligations of States of the United States or of political subdivisions or agencies; provided that such securities, as a group, may not, on the date of determination, have a remaining weighted average maturity of more than five years; and provided further that such obligations carry a rating of “A” or better by a Rating Service;

(c) certificates of deposit and bankers acceptances maturing within one year after the acquisition thereof issued by: (i) Bank of America; or (ii) any commercial bank organized under the laws of the United States of America or of any political subdivision thereof the long term obligations of which are rated “A” or better by a Rating Service;

(d) Eurodollar certificates of deposit maturing within one year after the acquisition thereof issued by any commercial bank having combined capital, surplus and undivided profits of at least $1 billion;

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

(f) the Term Note made payable by LP Innovations Acquisition Corp. to LP Innovations, Inc. dated as of April 25, 2006 in the original principal amount of $2,200,000.00, which note is currently held by Canton PL liquidating Corp.;

(g) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof;

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

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

(j) Investments in money market mutual funds consistent with SEC rule 2a-7 that are rated AAA by Moody’s or S&P and have minimum assets of at least $5 billion;

provided, however, that notwithstanding the foregoing, after the occurrence and during the continuance of a Cash Dominion Event, no such investments specified in clauses (a) through (e) and (g) through (i) shall be permitted unless (A) either (1) no loans or advances under the Revolving Credit Facility are then outstanding, or (2) the investment is a temporary investment pending expiration of an Interest Period for a Libor Loan, the proceeds of which investment will be applied to the Liabilities after the expiration of such Interest Period, and (B) such investments are pledged to the Collateral Agent as additional collateral for the Liabilities pursuant to such agreements as may be reasonably required by the Collateral Agent.

“Permitted Minority Investment”: The Investment by a Loan Party in a joint venture or an Acquisition by a Loan Party of less than 100% of the equity interests of a Person, in each case whose assets are ancillary, incidental or necessary to the retail sale of apparel and related activities.

“Permitted Protective OverAdvance”: Is defined in Section 2.2(c).

“Permitted Repurchase”: The repurchase, repayment, redemption, or acquisition by the Borrowers of Casual Male’s capital stock, provided that the Borrowers are in compliance with the Payment Conditions.

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“Person”: Any natural person, and any corporation, limited liability company, trust, partnership, joint venture, or other enterprise or entity.

“Post Foreclosure Asset”: All or any part of the Collateral, ownership of which is acquired by the Collateral Agent or a Nominee on account of the “bidding in” at a disposition as part of a Liquidation or by reason of a “deed in lieu” type of transaction.

“Proceeds”: Includes, without limitation, “Proceeds” as defined in the UCC and each type of property described in Section 8.1 hereof.

“Pro-Rata”: A proportional distribution based upon a Revolving Credit Lender’s percentage claim to the overall aggregate amount being distributed.

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

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

“Receipts”: All cash, cash equivalents, money, checks, credit card slips, receipts and other Proceeds from any sale of the Collateral.

“Register”: Is defined in Section 16.2(c).

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

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

“Reserves”: Availability Reserves and Inventory Reserves.

“Revolving Credit Commitment Increase”: Defined in Section 2.24(a).

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“Revolving Credit Commitments”: The aggregate of each Revolving Credit Lender’s Revolving Credit Dollar Commitment, as such amount may be increased or reduced from time to time in accordance with the terms of this Agreement. The aggregate Revolving Credit Dollar Commitments as of the Closing Date is $75,000,000.00.

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

“Revolving Credit Facility”: Is defined in Section 2.1.

“Revolving Credit Fees”: The Unused Line Fee, Upfront Fees, fees for L/C’s which are specifically for the account of the Revolving Credit Lenders and all other fees (such as a fee (if any) on account of the execution of an amendment of a Loan Document) payable by any Borrower in respect of the Revolving Credit Loans other than any amount payable to an Agent as reimbursement for any cost or expense incurred by that Agent on account of the discharge of that Agent’s duties under the Loan Documents.

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

“Revolving Credit Loans”: Loans made by the Revolving Credit Lenders under the Revolving Credit Facility.

“Revolving Credit Note”: Is defined in Section 2.10.

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

“SEC”: The Securities and Exchange Commission.

“Secured Parties”: Collectively, and each individually, the Revolving Credit Lenders, each Agent, the Issuer and each of their respective Affiliates.

“S&P”: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

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

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

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

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

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

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

“SwingLine”: The facility pursuant to which the SwingLine Lender may advance Revolving Credit Loans aggregating up to the SwingLine Loan Ceiling.

“SwingLine Lender”: Bank of America, N.A.

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

“SwingLine Loans”: Defined in Section 2.8.

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

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

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

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

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“Type”: As to any Revolving Credit Loan, its nature as a Base Margin Loan or a LIBOR Rate Loan.

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

“Unanimous Consent”: Written Consent of Revolving Credit Lenders (other than Deteriorating Revolving Credit Lenders) holding 100% of the Revolving Credit Commitments (other than any Revolving Credit Dollar Commitment held by a Deteriorating Revolving Credit Lender).

“Unused Line Fee”: Defined in Section 2.16.

“Upfront Fees”: Defined in Section 2.14.

ARTICLE 2 - COMMITMENTS AND CREDIT EXTENSIONS:

2.1. ESTABLISHMENT OF REVOLVING CREDIT FACILITY.

(a) The Revolving Credit Lenders hereby establish the revolving line of credit (the “Revolving Credit Facility”) in the Borrowers’ favor pursuant to which each Revolving Credit Lender, subject to, and in accordance with, this Agreement, acting through the Administrative Agent, shall make loans and advances and otherwise provide financial accommodations to and for the account of the Borrowers as provided herein.

(b) Loans, advances, and financial accommodations under the Revolving Credit Facility shall be subject to Availability. The Borrowing Base and Availability shall be determined by the Administrative Agent by reference to Borrowing Base Certificates furnished as provided in Section 5.4, below, and shall be subject to the following:

(i) Such determination shall take into account such Reserves as the Administrative Agent may determine as being applicable thereto.

(ii) The Cost of Eligible Inventory will be calculated in a manner consistent with current tracking practices, based on stock ledger inventory at Cost.

(c) The commitment of each Revolving Credit Lender to provide such loans, advances, and financial accommodations is subject to Section 2.23.

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

(i)

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

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(ii)

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

(iii)

For Capital Expenditures to the extent permitted by this Agreement.

(iv)

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

2.2. ADVANCES IN EXCESS OF BORROWING BASE (OVERLOANS).

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

(b) The Revolving Credit Lenders’ obligations, among themselves, are subject to Section 12.3(a) (which relates to each Revolving Credit Lender’s making amounts available to the Administrative Agent).

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

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

2.3. INITIAL RESERVES. CHANGES TO RESERVES.

(a) At the execution of this Agreement, the only Reserves are as reflected on the Borrowing Base Certificate, a specimen of which is annexed hereto as EXHIBIT 5.4.

(b) The Administrative Agent shall provide not less than seven (7) days prior notice to the Borrowers’ Representative of the establishment of any Reserve (other than those established at the execution of this Agreement), except that the following may be undertaken without such prior notice:

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

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(ii) the creation of, or a change to an existing, Reserve on account of circumstances which the Administrative Agent determines as having a material adverse change on the maintenance of loan to collateral values; and

(iii) the creation of, or a change to an existing, Reserve after the occurrence and during the continuance of a Default or an Event of Default.

2.4. RISKS OF VALUE OF COLLATERAL. The Administrative Agent’s reference to a given asset in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Revolving Credit Facility and/or the monitoring of compliance with the provisions hereof shall not be deemed a determination by the Administrative Agent or any Revolving Credit Lender relative to the actual value of the asset in question. All risks concerning the value of the Collateral are and remain upon the Borrowers. All Collateral secures the prompt, punctual, and faithful performance of the Liabilities whether or not relied upon by the Administrative Agent in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Revolving Credit Facility.

2.5. COMMITMENT TO MAKE REVOLVING CREDIT LOANS AND SUPPORT LETTERS OF CREDIT. Subject to the provisions of this Agreement, the Revolving Credit Lenders shall make a loan or advance under the Revolving Credit Facility and the Administrative Agent shall cause L/C’s to be issued for the account of the Borrowers’ Representative, in each instance if duly and timely requested by the Borrowers’ Representative as provided herein, provided that:

(a) Except as otherwise provided in Section 2.2(c), no OverLoan is then outstanding and none will result therefrom.

(b) No Default has occurred and is continuing or will occur as a result of the borrowing of such loan or advance or the issuance of such L/C.

2.6. LOAN REQUESTS.

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

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

(i) If such Revolving Credit Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.00.

(ii) If such Revolving Credit Loan is to be, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 in excess of such minimum.

(iii) Any Libor Loan which matures while a Default has occurred and is continuing shall be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Revolving Credit Loan is to be continued as a Libor Loan.

(c) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline therefore, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent.

(d) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.18.

(e) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent.

(f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct:

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

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(ii) Each representation, not relating to a specific date, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request, except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse, (B) to the extent that such representations and warranties expressly relate to a then earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and (C) in the case of any such representations and warranties that are qualified by materiality, such representations and warranties shall be true and correct in all respects.

(iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing.

(g) If, at any time or from time to time, a Default shall occur:

(i) The Administrative Agent may suspend the Borrowers right to request Revolving Credit Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Revolving Credit Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C.

(ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

2.7. MAKING OF REVOLVING CREDIT LOANS.

(a) A loan or advance under this Agreement shall be made by the transfer of the proceeds of such loan or advance to the Operating Account or as otherwise instructed by the Borrowers’ Representative.

(b) A loan or advance shall be deemed to have been made under this Agreement (and the Borrowers shall be indebted to the Administrative Agent and the Revolving Credit Lenders for the amount thereof immediately) at the following:

(i) The Administrative Agent’s initiation of the transfer of the proceeds of such loan or advance in accordance with the Borrowers’ Representative’s instructions (if such loan or advance is of funds requested by the Borrowers’ Representative).

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(ii) The charging of the amount of such loan to the Loan Account (in all other circumstances).

(i) Any delay, beyond the reasonable control of the Agents and the Revolving Credit Lenders, in the making of any loan or advance requested under this Agreement.

(ii) Any delay, beyond the reasonable control of the Agents and the Revolving Credit Lenders, by any bank or other depository institution in treating the proceeds of any such loan or advance as collected funds.

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

2.8. SWINGLINE LOANS.

(a) For ease of administration, Base Margin Loans may be made by the SwingLine Lender in its sole discretion (in the aggregate, the “SwingLine Loans”) in accordance with the procedures set forth in this Agreement for the making of loans and advances under the Revolving Credit Facility. The unpaid principal balance of the SwingLine Loans shall not at any one time be in excess of the SwingLine Loan Ceiling.

(b) The aggregate unpaid principal balance of SwingLine Loans shall bear interest at the rate applicable to Base Margin Loans and shall be repayable as a Revolving Credit Loan.

(c) The SwingLine Lender may request that the Borrowers’ obligation to repay SwingLine Loans shall be evidenced by a promissory note (the “SwingLine Note”) in the form of EXHIBIT 2.8, annexed hereto, executed by the Borrowers, and payable to the SwingLine Lender. Neither the original nor a copy of that SwingLine Note shall be required, however, to establish or prove any Liability. The Borrowers shall execute a replacement of any SwingLine Note which has been lost, mutilated, or destroyed thereof and deliver such replacement to the SwingLine Lender.

(d) For all purposes of this Loan Agreement, the SwingLine Loans and the Borrowers’ obligations to the SwingLine Lender constitute Revolving Credit Loans and are secured as “Liabilities”.

(e) SwingLine Loans may be subject to periodic settlement with the Revolving Credit Lenders as provided in this Agreement.

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2.9. THE LOAN ACCOUNT.

(a) An account (“Loan Account”) shall be opened on the books of the Administrative Agent in which a record shall be kept of all loans and advances made under the Revolving Credit Facility.

(b) The Administrative Agent shall also keep a record (either in the Loan Account or elsewhere, as the Administrative Agent may from time to time elect) of all interest, fees, service charges, costs, expenses, and other debits owed to the Administrative Agent and each Revolving Credit Lender on account of Revolving Credit Loans and L/Cs and of all credits against such amounts so owed.

(c) All credits against the Liabilities shall be conditional upon final payment to the Administrative Agent for the account of each Revolving Credit Lender of the items giving rise to such credits. The amount of any item credited against the Liabilities which is charged back against the Administrative Agent or any Revolving Credit Lender for any reason or is not so paid shall be a Liability and, if arising under the Revolving Credit Facility, shall be added to the Loan Account, whether or not the item so charged back or not so paid is returned.

(d) Except as otherwise provided herein, all fees, service charges, costs, and expenses for which any Borrower is obligated hereunder are payable on demand. In the determination of Availability, the Administrative Agent may deem fees, service charges, accrued interest, and other payments which will be due and payable between the date of such determination and the first day of the then next succeeding month as having been advanced under the Revolving Credit Facility whether or not such amounts are then due and payable.

(e) The Administrative Agent, without the request of the Borrowers’ Representative, may advance under the Revolving Credit Facility any interest, fee, service charge, or other payment to which any Agent or any Revolving Credit Lender is entitled from any Borrower pursuant hereto and may charge the same to the Loan Account notwithstanding that an OverLoan may result thereby. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and each Borrower’s obligations under Section 2.11(b). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.9(e) shall bear interest at the interest rate then and thereafter applicable to Base Margin Loans.

(f) In the absence of manifest error, a statement rendered by the Administrative Agent or any Revolving Credit Lender to the Borrowers’ Representative concerning the Liabilities shall be considered correct and accepted by each Borrower and shall be conclusively binding upon each Borrower unless the Borrowers’ Representative provides the Administrative Agent with written objection thereto within thirty (30) days from the mailing of such statement, which written objection shall indicate, with particularity, the reason for such objection. In the absence of manifest error, the Loan Account and the Administrative Agent’s books and records concerning the loan arrangement contemplated herein and the Liabilities shall be prima facie evidence and proof of the items described therein.

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

2.11. PAYMENT OF THE LOAN ACCOUNT.

(a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. All payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Revolving Credit Lenders to which such payment is owed, at the Administrative Agent’s office in Dollars and in immediately available funds.

(b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding.

(c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date.

(d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.11(a) and 2.11(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.11(e).

(e) The Borrowers shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following:

(i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Loans.

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

(iii) The making of any payment on a Libor Loan or the making of any conversion of any such Libor Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

2.12. INTEREST ON REVOLVING CREDIT LOANS.

(a) Each Revolving Credit Loan shall bear interest at the Base Margin Rate unless timely notice is given (as provided in Section 2.6) that the subject Revolving Credit Loan (or a portion thereof) is, or is to be converted to, a Libor Loan.

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

(c) Subject to, and in accordance with, the provisions of this Agreement, the Borrowers’ Representative may cause all or a part of the unpaid principal balance of the Loan Account to bear interest at the Base Margin Rate or the Libor Rate as specified from time to time by notice to the Administrative Agent. For ease of reference and administration, each part of the Loan Account which bears interest at the same interest and for the same Interest Period is referred to herein as if it were a separate “Revolving Credit Loan”.

(d) The Borrowers’ Representative shall not select, renew, or convert any interest rate for a Revolving Credit Loan such that, in addition to interest at the Base Margin Rate, there are more than seven (7) Libor Rates applicable to the Revolving Credit Loans at any one time.

(e) The Borrowers shall pay accrued and unpaid interest on each Revolving Credit Loan in arrears as follows:

(i) On the applicable Interest Payment Date for that Revolving Credit Loan.

(ii) On the Termination Date and on the End Date.

(iii) Following the occurrence of any Event of Default, with such frequency as may be determined by the Administrative Agent.

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

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2.13. ARRANGEMENT FEE.

In consideration of the Agent and Bank of America Securities LLC (“BAS”) having arranged the Revolving Credit Facility for the Borrowers, there has been earned by BAS and the Borrowers shall pay the “Arrangement Fee” to BAS in the amount and payable as provided in the Fee Letter.

2.14. UPFRONT FEES. In consideration of the commitment to make loans and advances to the Borrowers under this Agreement, and to maintain sufficient funds available for such purpose, there has been earned by the Revolving Credit Lenders, and the Borrowers shall pay, the “Upfront Fees” (so referred to herein) to the Administrative Agent on behalf of the Revolving Credit Lenders in the amount and as payable as provided in the Fee Letter.

2.15. ADMINISTRATIVE AGENT’S FEE. In addition to any other fee or expense to be paid by the Borrowers on account of the Revolving Credit Facility, the Borrowers shall pay the Administrative Agent the “Agent’s Fee” at the times and in the amounts as set forth in the Fee Letter.

2.16. UNUSED LINE FEE. In addition to any other fee to be paid by the Borrowers on account of the Revolving Credit Facility, the Borrowers shall pay the Administrative Agent (i) the “Unused Line Fee” (so referred to herein) of 0.375% per annum of the average difference, during the quarter just ended (or relevant period with respect to the payment being made on the Termination Date) between the Revolving Credit Commitments and the aggregate of the unpaid principal balance of the Revolving Credit Loans and the undrawn Stated Amount of L/C’s outstanding during the relevant period. The Unused Line Fee shall be paid in arrears, on the first day of each quarter after the execution of this Agreement and on the Termination Date.

2.17. AGENTS’ AND REVOLVING CREDIT LENDERS’ DISCRETION.

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

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

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

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

(b) In the exercise of such judgment, each Agent or each Revolving Credit Lender reasonably also may take into account any of the following factors:

(i) Those included in, or tested by, the definitions of “Eligible Accounts” and “Eligible Inventory”.

(ii) The current financial and business climate of the industry in which each Loan Party competes (having regard for that Loan Party’s position in that industry).

(iii) General macroeconomic conditions which have a material effect on the Loan Parties’ cost structure.

(iv) Material changes in or to the mix of the Borrowers’ Inventory.

(v) Seasonality with respect to the Borrowers’ Inventory and patterns of retail sales.

(vi) Such other factors as each Agent and each Revolving Credit Lender reasonably determine as having a material bearing on credit risks associated with the providing of loans and financial accommodations to the Borrowers.

(c) The burden of establishing the failure of any Agent or any Revolving Credit Lender to have acted in a reasonable manner in such Person’s exercise of such discretion shall be the Loan Parties’ and may be made only by clear and convincing evidence.

2.18. PROCEDURES FOR ISSUANCE OF L/C’S.

(a) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower. Each such request shall be in such manner as may from time to time be reasonably acceptable to the Administrative Agent.

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

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

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(ii) The expiry of the L/C is not later than the earlier of thirty (30) days prior to the Maturity Date or the following:

(A) Standby’s: One (1) year from initial issuance or such later date as may be agreed to by the Issuer.

(B) Documentaries: one hundred (100) days from issuance or such later date as may be agreed to by the Issuer.

(iii) If the expiry of an L/C is later than the Maturity Date, it is 103% cash collateralized at its issuance.

(iv) An OverLoan will not result from the issuance of the subject L/C.

(c) Each Borrower shall execute such documentation to apply for and support the issuance of an L/C as may be required by the Issuer.

(d) The Issuer shall not be under any obligation to issue any L/C if any Revolving Credit Lender is at such time a Deteriorating Revolving Credit Lender hereunder, unless the Issuer has entered into satisfactory arrangements with the Borrowers or such Deteriorating Revolving Credit Lender to eliminate the Issuer’s risk of full reimbursement with respect to such L/C (it being agreed that this requirement shall have been satisfied if the Borrowers or such Deteriorating Revolving Credit Lender has pledged and deposited with or delivered to the Administrative Agent, for the benefit of the Issuer and the Revolving Credit Lenders, cash collateral in an amount equal to 100% of such Deteriorating Revolving Credit Lender’s Revolving Credit Percentage Commitment of the aggregate Stated Amount of L/Cs outstanding from time to time, such cash collateral to be held by the Administrative Agent in accordance with the terms of Section 12.3(c)(ii)).

(e) There shall not be any recourse to, nor liability of, any Agent or any Revolving Credit Lender on account of:

(i) Any delay or refusal by an Issuer to issue an L/C;

(ii) Any action or inaction of an Issuer on account of or in respect to, any L/C except where there is a specific finding in a judicial proceeding (in which the Administrative Agent has had an opportunity to be heard), from which finding no further appeal is available, that the subject action or omission to act had been in actual bad faith or grossly negligent or constituted willful misconduct.

(f) The Borrowers shall reimburse the Issuer for the amount of any honoring of a drawing under an L/C on the same day on which such honoring takes place. The Administrative Agent, without the request of any Borrower, may make Revolving Credit Loans (and charge the Loan Account) for the amount of any honoring of any L/C and other amount for which any Borrower, the Issuer, or the Revolving Credit Lenders become obligated on account of, or in respect to, any L/C. Such advance shall be made whether or not any Default has occurred and is continuing or such advance would result in an OverLoan. Such action shall not constitute a waiver of the Borrowers’ obligations under Section 2.11(b) hereof.

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2.19. FEES FOR L/C’S.

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

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

(ii) Standbys: The Libor Margin then in effect.

(b) In addition to the fee to be paid as provided in Section 2.19(a) above, the Borrowers shall pay to the Administrative Agent (or to the Issuer, if so requested by Administrative Agent), on demand, all customary issuance, processing, negotiation, amendment, and administrative fees and other amounts charged by the Issuer on account of, or in respect to, any L/C.

(i) impose, modify or deem applicable any reserve, special deposit or similar requirements against letters of credit heretofore or hereafter issued by any Issuer or with respect to which any Revolving Credit Lender or any Issuer has an obligation to lend to fund drawings under any L/C; or

(ii) impose on any Issuer any other condition or requirements relating to any such letters of credit;

and the result of any event referred to in Section 2.19(c)(i) or 2.19(c)(ii), above, shall be to increase the cost to any Revolving Credit Lender or to any Issuer of issuing or maintaining any L/C (which increase in cost shall be the result of such Issuer’s reasonable allocation among that Revolving Credit Lender’s or Issuer’s letter of credit customers of the aggregate of such cost increases resulting from such events), then, upon demand by the Administrative Agent and delivery by the Administrative Agent to the Borrowers’ Representative of a certificate of an officer of the subject Revolving Credit Lender or the subject Issuer describing such change in law, executive order, regulation, directive, or interpretation thereof, its effect on such Revolving Credit Lender or such Issuer, and the basis for determining such increased costs and their allocation, the Borrowers shall immediately pay to the Administrative Agent, from time to time as specified by the Administrative Agent, such amounts as shall be sufficient to compensate the

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

2.20. CONCERNING L/CS.

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

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

(ii) The form, sufficiency, correctness, genuineness, authority of any person signing; falsification; or the legal effect of; any documents called for under any L/C if (with respect to the foregoing) such documents on their face appear to be in order.

(b) The Issuer may honor, as complying with the terms of any L/C and of any drawing thereunder, any drafts or other documents otherwise in order, but signed or issued by an administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, or other legal representative of the party authorized under such L/C to draw or issue such drafts or other documents.

(i) Select an advising bank, if any.

(ii) Select a paying bank, if any.

(iii) Select a negotiating bank, if any.

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

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

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(f) Except to the extent otherwise expressly provided hereunder or agreed to in writing by the Issuer and the Borrowers’ Representative, documentary L/C’s will be governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce, Publication No. 600, and standby L/C’s will be governed by International Standby Practices ISP98 (adopted by the International Chamber of Commerce on April 6, 1998) and any respective subsequent revisions thereof.

(g) The obligations of the Borrowers under this Agreement with respect to L/C’s are absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof under all circumstances, whatsoever including, without limitation, the following:

(i) Any lack of validity or enforceability or restriction, restraint, or stay in the enforcement of this Agreement, any L/C, or any other agreement or instrument relating thereto.

(ii) Any Borrower’s consent to any amendment or waiver of, or consent to the departure from, any L/C.

(iii) The existence of any claim, set-off, defense, or other right which any Borrower may have at any time against the beneficiary of any L/C.

(iv) Any good faith honoring of a drawing under any L/C, which drawing possibly could have been dishonored based upon a strict construction of the terms of the L/C.

(h) Each Issuer shall be deemed to have agreed as follows:

(i) That any action taken or omitted by that Issuer, that Issuer’s correspondents, or any advising, negotiating or paying bank with respect to any L/C and the related drafts and documents, shall be done in good faith and in compliance with foreign or domestic laws.

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

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2.21. CHANGED CIRCUMSTANCES.

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

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

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

(iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates.

(b) In the event that the Administrative Agent advises the Borrowers’ Representative of an occurrence described in Section 2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply:

(i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended.

(ii) Any notice which the Borrowers’ Representative had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

2.22. DESIGNATION OF BORROWERS’ REPRESENTATIVE AS BORROWERS’ AGENT.

(a) Each Borrower hereby irrevocably designates and appoints the Borrowers’ Representative as that Borrower’s agent to obtain loans and advances under the Revolving Credit Facility, the proceeds of which shall be available to each Borrower for those uses set forth in this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to the Agents and each Revolving Credit Lender on account of loans and advances so made as if made directly by the Revolving Credit Lenders to that Borrower, notwithstanding the manner by which such loans and advances are recorded on the books and records of the Borrowers’ Representative and of any Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Borrowers’ Representative as that Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents.

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(b) Each Borrower recognizes that credit available to it under the Revolving Credit Facility is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Liabilities of each of the other Borrowers as if the Borrower which is so assuming and agreeing was each of the other Borrowers.

(c) The Borrowers’ Representative shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Borrowers’ Representative has requested a Revolving Credit Loan.

(d) The proceeds of each loan and advance provided under the Revolving Credit Facility which is requested by the Borrowers’ Representative shall be deposited into the Operating Account or as otherwise indicated by the Borrowers’ Representative. The Borrowers’ Representative shall cause the transfer of the proceeds thereof to the (those) Borrower(s) on whose behalf such loan and advance was obtained. Neither the Agent nor any Revolving Credit Lender shall have any obligation to see to the application of such proceeds.

2.23. REVOLVING CREDIT LENDERS’ COMMITMENTS.

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

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

(i) That Revolving Credit Lender’s Revolving Credit Percentage Commitment of the subject loan or advance or of Availability.

(ii) That Revolving Credit Lender’s Revolving Credit Dollar Commitment.

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

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

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(e) Upon written notice given the Borrowers’ Representative from time to time by the Administrative Agent of any assignment or allocation referenced in Section 2.23(d):

(i) Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall deliver to the Borrowers’ Representative the Revolving Credit Notes so replaced); provided, however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to any Borrower, the Administrative Agent, in lieu of causing the Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments.

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

2.24. INCREASE IN REVOLVING CREDIT COMMITMENTS.

(a) Provided no Default then exists or would arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Borrowers’ Representative may from time to time request an increase in the Revolving Credit Commitments by an amount (for all such requests) not exceeding $50,000,000 (each such increase, a “Revolving Credit Commitment Increase”); provided that (i) any such request for a Revolving Credit Commitment Increase shall be in a minimum amount of $10,000,000 and (ii) the Borrowers’ Representative may make a maximum of three (3) such requests. At the time of sending such notice, the Borrowers’ Representative (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders).

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

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(c) The Administrative Agent shall notify the Borrowers’ Representative and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder. To achieve the full amount of a requested Revolving Credit Commitment Increase, and subject to the approval of the Administrative Agent, the Issuer and the SwingLine Lender (which approvals shall not be unreasonably withheld), to the extent that the existing Revolving Credit Lenders decline to increase their Revolving Credit Dollar Commitments, or decline to increase their Revolving Credit Dollar Commitments to the amount requested by the Borrowers’ Representative, the Administrative Agent, in consultation with the Borrowers’ Representative, will use its reasonable efforts to arrange for one or more other Eligible Assignees to become a Revolving Credit Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Revolving Credit Commitments requested by the Borrowers’ Representative and not accepted by the existing Revolving Credit Lenders (and the Borrowers’ Representative may also invite additional Eligible Assignees to become Revolving Credit Lenders) (each, an “Additional Commitment Lender”); provided, however, that without the consent of the Administrative Agent, at no time shall the Revolving Credit Dollar Commitment of any Additional Commitment Lender be less than $5,000,000.

(d) If the Revolving Credit Commitments are increased in accordance with this Section 2.24, the Administrative Agent, in consultation with the Borrowers’ Representative shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify the Borrowers’ Representative and the Revolving Credit Lenders of the final allocation of such Revolving Credit Commitment Increase and the Increase Effective Date and, on the Increase Effective Date, (i) the Revolving Credit Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Credit Commitment Increase, and (ii) EXHIBIT 2.25 shall be deemed modified, without further action, to reflect the revised Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments of the Revolving Credit Lenders.

(e) As conditions precedent to each such Revolving Credit Commitment Increase: (i) the Borrowers’ Representative shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Revolving Credit Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Revolving Credit Commitment Increase, the representations and warranties contained in Article 4 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment

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Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent or its Affiliates as the Borrowers’ and the Administrative Agent may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Revolving Credit Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (vi) the Borrowers and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested to effectuate the documentation of the foregoing; and (vii) no Default exists. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.11(e)) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Revolving Credit Percentage Commitments arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.24.

(f) This Section 2.24 shall supersede any provisions in Article 15 to the contrary.

2.25. REFERENCES TO EXISTING LOAN AGREEMENT. The terms “Loan and Security Agreement,” “this Agreement,” “Loan Agreement,” and similar references as used in the documents, instruments and agreements executed and/or delivered in connection with the Existing Loan Agreement, shall mean the Existing Loan Agreement as amended and restated hereby in its entirety, and each of such documents, instruments and agreements is hereby so amended. Except as specifically agreed herein or in any of the Loan Documents executed concurrently herewith, each of the Loan Documents executed and delivered in connection with the Existing Loan Agreement is hereby ratified and confirmed and shall remain in full force and effect in accordance with its terms. Without limitation of the foregoing, the Loan Parties hereby confirm that the Collateral Interests granted under the Existing Loan Agreement and each other applicable Loan Document continue to secure all of the Liabilities.

ARTICLE 3 - CONDITIONS PRECEDENT:

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

3.1. DUE DILIGENCE.

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

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(b) Certificates of due qualification, in good standing, issued by the Secretary of State for the Commonwealth of Massachusetts for those Loan Parties required to file to do business in the Commonwealth of Massachusetts.

(c) Certificates of each Loan Party’s clerk or secretary, as applicable, of the due adoption, continued effectiveness, and setting forth the texts of, each resolution adopted in connection with the establishment of the loan arrangement contemplated by the Loan Documents and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents.

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

3.3. ADDITIONAL DOCUMENTS. Such additional instruments and documents as the Administrative Agent or its counsel reasonably may require or request.

3.4. OFFICERS’ CERTIFICATES. Certificates executed by (a) either the President or the Chief Executive Officer and (b) the Chief Financial Officer of the Borrowers’ Representative and stating that:

(a) The representations and warranties made by the Loan Parties to the Agents and the Revolving Credit Lenders in this Agreement and the other Loan Documents are true and complete in all material respects as of the Closing Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and complete in all material respects as of such earlier date, and (ii) in the case of any such representations and warranties that are qualified by materiality, such representations and warranties shall be true and complete in all respects.

(b) No event has occurred which is or which, solely with the giving of notice or passage of time (or both) would be, an Event of Default.

(c) As of the Closing Date, and immediately after giving effect to the consummation of the transactions contemplated by this Agreement (including the initial Revolving Credit Loans to be made under this Agreement on the Closing Date), the Borrowers’ Representative and its Subsidiaries taken as a whole, and each Borrower, is Solvent.

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

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

3.7. COLLATERAL, ETC.

(a) Each document (including, without limitation, Uniform Commercial Code financing statements) required by law or requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent a first priority perfected security interest in the Collateral shall have been properly filed, registered or recorded in each jurisdiction where required and the Collateral Agent shall have a first priority perfected security interest in the Collateral, subject only to Permitted Encumbrances.

(b) All accounts payable of the Loan Parties shall be within invoice terms (subject only to good faith disputes).

(c) The Inventory Purchase Agreement shall have been executed and delivered by all the Loan Parties, shall be in full force and effect and shall be satisfactory to the Administrative Agent.

3.8. NO DEFAULT.

(a) No Default shall have occurred and be continuing.

(b) Except as specifically set forth on EXHIBIT 3.8(b), no default shall have occurred and be continuing under any material contract or other agreement to which any Loan Party is a party.

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3.9. FINANCIAL STATEMENTS; LEGAL DUE DILIGENCE; NO ADVERSE CHANGE.

(a) The Administrative Agent shall be satisfied that all financial statements and projections delivered to it fairly present the Consolidated business and financial condition of the Borrowers and their Consolidated Subsidiaries.

(b) No event shall have occurred or failed to occur, which occurrence or failure is or could have a materially adverse effect upon any Loan Party’s financial condition when compared with the financial condition of such Loan Party as reflected in its most recent interim management prepared financial statements, annual report(s), public filings and projections provided to the Administrative Agent or any Revolving Credit Lender.

(c) The Administrative Agent shall be satisfied that no information or materials supplied by or on behalf of the Loan Parties contain material misstatements or omissions which could be materially misleading.

(d) The Administrative Agent shall be satisfied that no materially adverse change in any governmental regulations or policies affecting any Loan Party or Agent shall have occurred.

3.10. NO LITIGATION. The Administrative Agent and its counsel shall have received evidence satisfactory to each that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against any Loan Party the result of which is reasonably likely to have a material adverse effect on such Loan Party or its businesses or assets.

3.11. PATRIOT ACT. The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”).

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

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

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ARTICLE 4 - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:

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

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

4.2. DUE ORGANIZATION; AUTHORIZATION; NO CONFLICTS.

(a) Each Loan Party presently is and hereafter shall remain in good standing under the laws of the State in which it is organized, as set forth on EXHIBIT 4.2 annexed hereto, and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of such Loan Party’s assets or operation of such Loan Party’s business, such qualification is necessary, except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the business or assets of that Loan Party.

(b) Each Loan Party’s respective federal employer identification number is stated on EXHIBIT 4.2, annexed hereto.

(c) No Loan Party shall change (i) its State of organization, or (ii) that Loan Party’s federal taxpayer identification number, in each case on less than sixty (60) days prior written notice (in reasonable detail) to the Administrative Agent.

(d) Each Affiliate of the Loan Parties is listed on EXHIBIT 4.2. The Borrowers’ Representative shall provide the Administrative Agent with prior written notice of any entity’s becoming or ceasing to be an Affiliate.

(e) Each Loan Party has all requisite power and authority to execute and deliver all Loan Documents to which that Loan Party is a party and has and will hereafter retain all requisite power to perform all Liabilities.

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

(i) Have been duly authorized by all necessary action.

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(ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of that Loan Party, where such contravention would have a material adverse effect on that Loan Party.

(iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of that Loan Party pursuant to any Requirement of Law or obligation, except pursuant to or as permitted by the Loan Documents.

(g) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of each Loan Party, enforceable against each Loan Party in accordance with their respective terms, except as such enforceability may be subject to limitations on the rights and remedies of secured creditors generally imposed under bankruptcy or insolvency law and that the availability of equitable relief is subject to the discretion of the court from which such relief is sought.

4.3. TRADE NAMES.

(a) EXHIBIT 4.3, annexed hereto, is a listing of:

(i) All names under which any Loan Party conducted its business during the five (5) years preceding the date of this Agreement.

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

(b) The Borrowers’ Representative will provide the Administrative Agent with not less than twenty-one (21) days prior written notice (with reasonable particularity) of any change to any Loan Party’s name from that under which that Loan Party is conducting its business at the execution of this Agreement and will not effect such change unless each Loan Party is then in compliance with all provisions of this Agreement.

4.4. INFRASTRUCTURE.

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

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

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

(c) To the Borrowers’ knowledge, the conduct by each Loan Party of that Loan Party’s business does not presently infringe (nor will any Loan Party conduct its business in the future so as to infringe) the patents, industrial designs, trademarks, trade names, trade styles, brand names, service marks, logos, copyrights, trade secrets, know-how, confidential information, or other intellectual or proprietary property of any third Person except where such infringement will not have no more than a de minimis adverse effect on that Loan Party.

4.5. LOCATIONS.

(a) The Collateral, and the books, records, and papers of the Loan Parties pertaining thereto, are kept and maintained solely at the following locations:

(i) The Borrowers’ Representative’s chief executive offices which are at 555 Turnpike Street, Canton, Massachusetts 02021.

(ii) Those locations which are listed on EXHIBIT 4.5, annexed hereto, which EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained and the names and addresses of each Loan Party’s landlord(s).

(b) No Loan Party shall remove any of the Collateral from said chief executive office or those locations listed on EXHIBIT 4.5 except for the following purposes:

(i) To accomplish sales of Inventory in the ordinary course of business or sales permitted by Section 4.14(d).

(ii) To move Inventory from one such location to another such location.

(iii) To utilize such of the Collateral as is removed from such locations in the ordinary course of business (such as motor vehicles).

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

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4.6. STORES.

(a) No Loan Party is or may commit to or become legally obligated to open additional Stores where such commitment, obligation, or opening is prohibited by, or would result in a breach of, this Agreement.

(b) Except for in-transit Inventory, no tangible personal property of any Loan Party (beyond a de minimis amount of such property) is in the care or custody of any third party or stored or entrusted with a bailee or other third party other than as otherwise consented to in writing by the Administrative Agent.

4.7. TITLE TO ASSETS.

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

(i) Encumbrances in favor of the Collateral Agent.

(ii) Permitted Encumbrances.

(b) Except as disclosed on EXHIBIT 4.7(b), annexed hereto, the Loan Parties do not have possession of any property on consignment to the Loan Parties and will not have possession of property on consignment hereafter.

(c) No Loan Party shall acquire or obtain the right to use any Equipment in which any third party has an interest, except for:

(i) Equipment which is merely incidental to the conduct of that Loan Party’s business; or

(ii) Equipment, the acquisition or right to use of which has been consented to by the Administrative Agent, which consent may be conditioned solely upon the Administrative Agent’s receipt of an agreement, substantially in the form of EXHIBIT 4.7(c)(ii), annexed hereto with the third party which has an interest in such Equipment; or

(iii) Equipment subject to Leases, Capital Leases or licenses otherwise permitted hereunder.

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

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4.8. INDEBTEDNESS.

(a) The Loan Parties do not, and shall not hereafter, have any Indebtedness with the exception of Permitted Indebtedness and shall not make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness; provided, however, that the Loan Parties shall be permitted to make the following payments on Permitted Indebtedness:

(i) regularly scheduled payments (but not prepayments) of principal and interest on account of Permitted Indebtedness when due; and

(ii) voluntary prepayments, repurchases, redemptions or defeasances of principal and interest on account of Permitted Indebtedness as long as the Loan Parties are in compliance with the Payment Conditions.

4.9. INSURANCE.

(a) EXHIBIT 4.9, annexed hereto, is a schedule of all insurance policies owned by the Loan Parties or under which any Loan Party is the named insured. Each of such policies is in full force and effect. Neither the issuer of any such policy nor any Loan Party is in default or violation of any such policy.

(b) The Loan Parties shall have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be satisfactory to the Administrative Agent.

(c) All insurance carried by the Loan Parties shall provide for a minimum of thirty (30) days’ prior written notice of cancellation to the Administrative Agent and all such insurance which covers the Collateral shall include an endorsement in favor of the Agents, which endorsement shall provide that the insurance, to the extent of the Agent’s respective interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of any Loan Party or by the failure of any Loan Party to comply with any warranty or condition of the policy, and shall not include an endorsement in favor of any other Person.

(d) The coverage reflected on EXHIBIT 4.9 presently satisfies the foregoing requirements, it being recognized by each Loan Party, however, that such requirements may hereafter be modified as required by the Administrative Agent in its reasonable discretion to reflect changing circumstances.

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(e) The Borrowers’ Representative shall furnish the Administrative Agent from time to time with certificates or other evidence satisfactory to the Administrative Agent regarding compliance by the Loan Parties with the foregoing requirements.

(f) In the event of the failure by the Loan Parties to maintain insurance as required herein, the Administrative Agent, at its option, may obtain such insurance; provided, however, the Administrative Agent’s obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Loan Parties’ failure to have maintained such insurance.

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

4.11. LEASES. EXHIBIT 4.11, annexed hereto, is a schedule of all presently effective Capital Leases. EXHIBIT 4.5 includes a list of all other presently effective Leases. Each of such Leases and Capital Leases is in full force and effect. Neither the Borrower nor, to the best knowledge of the Borrowers, any other party to any such Lease or Capital Lease is in default or violation of any such Lease or Capital Lease and no Loan Party has received notice or a threat of cancellation of any such Lease or Capital Lease. Each Loan Party hereby authorizes the Administrative Agent at any time and from time to time, with the consent of the Borrowers’ Representative and at any time following the occurrence of an Event of Default, to contact any of the Loan Parties’ respective landlords in order to confirm the Loan Parties’ continued compliance with the terms and conditions of the Lease(s) between the subject Loan Party and that landlord and to discuss such issues, concerning the subject Loan Party’s occupancy under such Lease(s), as the Administrative Agent may determine.

4.12. REQUIREMENTS OF LAW. Each Loan Party is in compliance with, and shall hereafter comply with and use its assets in compliance with, all Requirements of Law except where the failure of such compliance will not have more than a de minimis adverse effect on the Loan Party’s business. No Loan Party has received any notice of any violation of any Requirement of Law (other than of a violation which has no more than a de minimis adverse effect on the Loan Party’s business or assets), which violation has not been cured or otherwise remedied.

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4.13. LABOR RELATIONS.

(a) Except as disclosed on EXHIBIT 4.13(a), annexed hereto, no Loan Party is presently a party to any collective bargaining or other labor contract.

(b) There is not presently pending and, to any Loan Party’s knowledge, there is not threatened any of the following:

(i) Any strike, slowdown, picketing, work stoppage, or material employee grievance process.

(ii) Any proceeding against or affecting any Loan Party relating to the alleged violation of any Applicable Law pertaining to labor relations or before National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable governmental body, organizational activity, or other labor or employment dispute against or affecting any Loan Party, which, if determined adversely to that Loan Party could have more than a de minimis adverse effect on that Loan Party.

(iii) Any lockout of any employees by any Loan Party (and no such action is contemplated by any Loan Party).

(iv) Any application for the certification of a collective bargaining agent.

(c) To the knowledge of the Borrowers’ Representative and each Loan Party, no material event has occurred or circumstance exists which could provide the basis for any work stoppage or other labor dispute.

(d) Each Loan Party:

(i) Has complied in all material respects with all Applicable Law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing.

(ii) Is not liable for the payment of more than a de minimis amount of compensation, damages, taxes, fines, penalties, or other amounts, however designated, for that Loan Party’s failure to comply with any Applicable Law referenced in Section 4.13(d)(i).

4.14. MAINTAIN PROPERTIES; ASSET SALES. The Loan Parties shall:

(a) Keep the Collateral in good order and repair (ordinary reasonable wear and tear and insured casualty excepted).

(b) Not suffer or cause the waste or destruction of any material part of the Collateral.

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

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

(ii) The disposal of Equipment which is obsolete, worn out, or damaged beyond repair, which Equipment is replaced to the extent necessary to preserve or improve the operating efficiency of any Loan Party.

(iii) The turning over to the Administrative Agent of all Receipts as provided herein.

(iv) Permitted Asset Dispositions.

4.15. TAXES.

(a) The Loan Parties, in compliance with all Applicable Law, have properly filed the Loan Party’s tax returns due to be filed up to the date of this Agreement. All federal and state taxes and other amounts in the nature of taxes for which any Loan Party is liable or obligated are presently due and payable without penalty; or have been paid or settled.

(b) The Loan Parties shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against any Loan Party or the Collateral by any Person whose claim could result in an Encumbrance upon any asset of any Loan Party or by any governmental authority; properly exercise any trust responsibilities imposed upon any Loan Party by reason of withholding from employees’ pay or by reason of any Loan Party’s receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by any Loan Party; and timely file all tax and other returns and other reports with each governmental authority to whom any Loan Party is obligated to so file except where failure to file could not reasonably be expected to have a material adverse effect; provided, however, nothing included in this Section 4.15(b) shall prevent the Loan Parties from contesting, in good faith and by appropriate proceedings, any tax liability claimed against any Loan Party, but only provided that and so long as no tax lien is filed with respect thereto.

(c) At its option, with prior notice to the Borrowers’ Representative, the Administrative Agent may pay any tax, charge levied, assessed, or claimed upon any Loan Party or the Collateral by any Person, or entity or governmental authority, and make any payments on account of any Loan Party’s Employee Benefit Plan as the Administrative Agent, in the Administrative Agent’s reasonable discretion, may deem necessary or desirable, to protect the Agents’ Rights and Remedies.

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4.16. NO MARGIN STOCK; NOT INVESTMENT COMPANY.

(a) No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulations U, T, and X of the Board of Governors of the Federal Reserve System of the United States). No part of the proceeds of any borrowing hereunder will be used at any time to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock.

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

4.17. ERISA.

(a) Neither any Loan Party nor any ERISA Affiliate has ever:

(i) Violated or failed to be in full compliance with any Employee Benefit Plan maintained by any Loan Party.

(ii) Failed timely to file all reports and filings required by ERISA to be filed by any Loan Party.

(iii) Engaged in any nonexempt “prohibited transactions” or “reportable events” (respectively as described in ERISA).

(iv) Engaged in, or committed, any act such that a tax or penalty could be imposed upon any Loan Party on account thereof pursuant to ERISA.

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

(vi) Terminated any Employee Benefit Plan such that a lien could be asserted against any assets of any Loan Party on account thereof pursuant to ERISA.

(vii) Been a member of, contributed to, or had any obligation under any Employee Benefit Plan which is a multiemployer plan within the meaning of Section 4001(a) of ERISA.

(b) Neither any Loan Party nor any ERISA Affiliate shall ever engage in any action of the type described in Section 4.17(a).

4.18. HAZARDOUS MATERIALS.

(a) No Loan Party has ever: (i) been legally responsible for any release or threat of release of any Hazardous Material or (ii) received notification of the incurrence of any expense in connection with the assessment, containment, or removal of any Hazardous Material for which that Loan Party would be responsible.

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

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

4.20. DIVIDENDS. INVESTMENTS. ENTITY ACTION. No Loan Party shall:

(a) Pay any cash dividend or make any other distribution in respect of any class of their respective capital stock or other ownership interests, other than payments to another Loan Party, unless the Loan Parties are in compliance with the Payment Conditions.

(b) Redeem, retire, purchase, or acquire any of Casual Male’s capital stock, other than pursuant to a Permitted Repurchase.

(c) Invest in or purchase any stock or securities or other ownership interests, or rights to purchase any such stock or securities or other ownership interests, of any corporation or other Person, except for:

(i) Permitted Investments;

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

(iii) Investments in new wholly owned Subsidiaries formed in connection with any such Permitted Acquisition, subject to the provisions of Section 4.21(c);

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

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

(d) Merge or consolidate or be merged or consolidated with or into any other corporation or other entity; provided that nothing in this Agreement shall prevent any Loan Party from merging into any other Loan Party.

(e) Consolidate any of that Loan Party’s operations with those of any other corporation or other entity other than another Loan Party.

(f) Subordinate any debts or obligations owed to that Loan Party by any third party to any other debts owed by such third party to any other Person.

(g) Engage in any interest rate swaps, caps, or similar activities, or any hedging activities, other than in the ordinary course and conduct of that Loan Party’s business and then only with a Revolving Credit Lender or any Affiliate of a Revolving Credit Lender.

4.21. PERMITTED ACQUISITIONS. The Loan Parties may make Permitted Acquisitions without the consent of the Agent or the Revolving Credit Lenders; provided that:

(a) Not less than fifteen (15) days prior written notice (with reasonable particularity as to the facts and circumstances in respect of which such notice is being given) of such Permitted Acquisition is given to the Administrative Agent.

(b) The Loan Parties are in compliance with the Payment Conditions.

(c) With respect, to and in the event of any Permitted Acquisition which consists of, or results in the creation of, a Subsidiary, the Administrative Agent shall be provided with such Subsidiary’s Guarantor Agreement (in form and substance satisfactory to the Administrative Agent), which Guarantor Agreement shall be secured by first perfected security interests and liens on substantially all of the assets of such Subsidiary, subject to the same limitations set forth in Section 8.1 hereof and subject to Permitted Encumbrances.

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

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has a first priority perfected security interest in such Inventory, (ii) has completed or received an appraisal of such Inventory from appraisers satisfactory to the Agent and such other due diligence as the Agent may require, all of the results of the foregoing to be reasonably satisfactory to the Agent, (iii) has established applicable advance rates and Reserves in connection therewith, and (iv) has otherwise determined in its reasonable discretion that such Inventory is eligible to be included in the Borrowing Base.

4.22. LOANS. The Loan Parties shall not make any loans to, nor acquire the Indebtedness of, any Person; provided, however, the foregoing does not prohibit any of the following:

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

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

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

(d) Loans to a Loan Party’s officers and employees not exceeding $400,000 in the aggregate at any one time outstanding, provided that each such loan is for a term of not more than 90 days from the date on which it is made and is paid within such 90-day period; provided that, all amounts due on account of loans permitted under this clause (d) shall constitute Collateral and shall be pledged to the Collateral Agent for the benefit of the Revolving Credit Lenders.

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

(f) Loans made by the Borrowers to the Guarantors to finance the purchases by the Guarantors of Inventory pursuant to the Amended and Restated Inventory Purchase Agreement and to permit the Guarantors to pay ordinary course operating expenses (including, without limitation, rent, utilities and taxes) so long as, in each case, such intercompany loans shall be evidenced by, and subject to, such documentation (including, without limitation, notes and pledge agreements) as the Collateral Agent may require.

(g) Loans made by the Loan Parties to Subsidiaries that are not Loan Parties to finance the purchase by such Subsidiaries of Inventory and to permit such Subsidiaries to pay ordinary course operating expenses (including, without limitation, rent, utilities and taxes) so long as, in each case, such intercompany loans shall be evidenced by, and subject to, such documentation (including, without limitation, notes and pledge agreements) as the Collateral Agent may require; provided that (A) such intercompany loans may only be made following the Closing Date to the extent that the principal amount of such intercompany loans, together with

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

4.23. RESTRICTIONS ON SALE OF COLLATERAL; LICENSE AGREEMENTS. To the Loan Parties’ knowledge, the Loan Parties are not, and shall not become, party to any agreement or understanding which limits, impairs, or otherwise restricts the ability of the Collateral Agent to freely sell and dispose of any of the Collateral (including, without limitation, any repurchase agreements, rights of first refusal or other agreements which limit or condition the time, manner, place or price for the sale or disposition of the Collateral). The Loan Parties shall not effect or permit any material change or amendment to the terms of such License Agreements which would impose further restrictions to the Collateral Agent’s disposition of the Collateral or would shorten the term of such License Agreements.

4.24. PROTECTION OF ASSETS. The Administrative Agent, in the Administrative Agent’s reasonable discretion, from time to time, may discharge any tax or Encumbrance on any of the Collateral, or take any other action which the Administrative Agent may deem necessary or desirable to repair, insure, maintain, preserve, collect, or realize upon any of the Collateral. The Administrative Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a specific finding in a judicial proceeding (in which the Administrative Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Administrative Agent had acted in actual bad faith or in a grossly negligent manner. The Loan Parties shall pay to the Administrative Agent, on demand, or the Administrative Agent, in its discretion, may add to the Loan Account, all amounts paid or incurred by the Administrative Agent pursuant to this Section 4.24.

4.25. LINE OF BUSINESS.

(a) Except as provided in Sections 4.20, 4.23 and 4.25(c), no Loan Party shall engage in any business other than the business in which it is currently engaged or plans to be engaged, as reflected in the Business Plan, or a business reasonably related thereto (the conduct of which reasonably related business is reflected in the Business Plan); provided that the foregoing shall not prohibit the expansion or contraction of a Loan Party’s business so long as the Loan Parties are still engaged solely in the retail sale of apparel, footwear and related accessories and other activities, ancillary, incidental or necessary thereto, and such expansion or contraction is otherwise permitted under other Sections of this Agreement.

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

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(c) The Loan Parties, with the prior written consent of the Administrative Agent (as to which, see Section 4.25(c)(i)), may (x) license the use of more than 5% of the selling space of any Store (measured in terms of square feet) for the operation of certain departments by third parties and (y) franchise to others the right to operate comparable Stores, it being understood that:

(i) The Administrative Agent’s determination to consent to the Loan Parties’ activities described in Section 4.25(c) may be conditioned on the Administrative Agent’s being satisfied that the secured position of the Collateral Agent, and the Agents’ Rights and Remedies, would not be adversely affected by such restructuring and that such restructuring does not place any material additional administrative burdens on the Agents.

(ii) The Administrative Agent may provide such consent pursuant to this Section 4.25(c) on its own authority and without obtaining the Consent of the Majority Revolving Credit Lenders.

(iii) The Administrative Agent may condition its providing of such consent pursuant to this Section 4.25(c) on the Consent of the Majority Revolving Credit Lenders.

4.26. AFFILIATE TRANSACTIONS. No Loan Party shall make any payment, nor give any value, to any Affiliate except for:

(a) Goods and services actually purchased by that Loan Party from, or sold by that Loan Party to, such Affiliate for a price and on terms which shall

(i) be competitive and fully deductible as an “ordinary and necessary business expense” and/or fully depreciable under the Internal Revenue Code of 1986 and the Treasury Regulations, each as amended; and

(ii) be no less favorable to that Loan Party than those which would have been charged and imposed in an arms’ length transaction.

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

4.27. FURTHER ASSURANCES.

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

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

(c) Each Loan Party shall execute and deliver to the Administrative Agent such instruments, documents, and papers, and shall do all such things from time to time hereafter as the Administrative Agent reasonably may request, to carry into effect the provisions and intent of this Agreement; to protect and perfect the Collateral Agent’s Collateral Interests in the Collateral; and to comply with all applicable statutes and laws, and facilitate the collection of the Receivables Collateral. Each Loan Party shall execute all such instruments as may be required by the Administrative Agent with respect to the recordation and/or perfection of the Collateral Interests created or contemplated herein.

(d) Each Loan Party hereby designates the Collateral Agent as and for that Loan Party’s true and lawful attorney, with full power of substitution, to sign and file any financing statements in order to perfect or protect the Collateral Agent’s Collateral Interests in the Collateral.

(e) This Agreement constitutes an authenticated record which authorizes the Collateral Agent to file such financing statements as the Collateral Agent determines as appropriate to perfect or protect the Agent’s Collateral Interests created hereby.

(f) A carbon, photographic, or other reproduction of this Agreement or of any financing statement or other instrument executed pursuant to this Section 4.27 shall be sufficient for filing to perfect the security interests granted herein.

4.28. ADEQUACY OF DISCLOSURE.

(a) All financial statements furnished to each Agent and each Revolving Credit Lender by each Loan Party have been prepared in accordance with GAAP consistently applied and present fairly the condition of the Loan Parties at the date(s) thereof and the results of operations and cash flows for the period(s) covered; provided, however, that unaudited financial statements are subject to normal year-end adjustments and to the absence of footnotes. There has been no change in the Consolidated financial condition, results of operations, or cash flows of the Loan Parties since the date(s) of the most recent financial statements delivered to the Administrative Agent, as supplemented by the Business Plan, other than changes in the ordinary course of business, which changes have not been materially adverse, either singularly or in the aggregate.

(b) Except as set forth on EXHIBIT 4.28(b), annexed hereto, no Loan Party has any contingent obligations or obligation under any Lease or Capital Lease which is not

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noted in the Loan Parties’ Consolidated financial statements furnished to each Agent and each Revolving Credit Lender prior to the execution of this Agreement other than obligations which are entered into in the ordinary course of business since the date of such financial statement.

(c) No document, instrument, agreement, or paper now or hereafter given to any Agent and any Revolving Credit Lender by or on behalf of each Loan Party or any guarantor of the Liabilities in connection with the execution of this Agreement by each Agent and each Revolving Credit Lender (except for any projections provided by or on behalf of any Loan Party) contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein not misleading.

4.29. NO RESTRICTIONS ON LIABILITIES. No Loan Party shall enter into or directly or indirectly become subject to any agreement which prohibits or restricts, in any manner, any Loan Party’s:

(a) Creation of, and granting of Collateral Interests in favor of the Collateral Agent.

(b) Incurrence of Liabilities.

4.30. OTHER COVENANTS. No Loan Party shall indirectly do or cause to be done any act which, if done directly by that Loan Party, would breach any covenant contained in this Agreement.

4.31. INVENTORY PURCHASING. Any Person which at any time becomes a Loan Party shall become party to, and shall at all times comply with the terms and conditions set forth in, the Inventory Purchase Agreement including, without limitation, the obligation of each Loan Party (other than CMRG Apparel) to purchase of all of its Inventory exclusively from CMRG Apparel; provided, however, RBT may directly purchase de minimis amounts of Inventory for its own account. The Inventory Purchase Agreement may not be amended, modified or supplemented, except for the addition of Loan Parties, or terminated without the prior written consent of the Administrative Agent.

4.32. SOLVENCY. After giving effect to the transactions contemplated hereby, the Borrowers’ Representative and its Subsidiaries taken as a whole, and each Borrower, is Solvent.

4.33. PATRIOT ACT. Each Loan Party is in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Revolving Credit Loans will be used by the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

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

ARTICLE 5 - FINANCIAL REPORTING AND PERFORMANCE COVENANTS:

5.1. MAINTAIN RECORDS. The Loan Parties shall:

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

(b) Timely provide the Administrative Agent with those financial reports, statements, and schedules required by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP applied consistently with prior periods to fairly reflect the Consolidated financial condition of the Loan Parties at the close of, and the results of operations for, the period(s) covered therein.

(c) At all times, keep accurate current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof.

(d) At all times, retain Ernst & Young, LLP or such other independent certified public accountants who are reasonably satisfactory to the Administrative Agent and instruct such accountants to fully cooperate with, and be available to, the Administrative Agent to discuss the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Administrative Agent.

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

5.2. ACCESS TO RECORDS.

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

(b) Each Loan Party hereby authorizes the Administrative Agent during customary business hours on reasonable notice to:

(i) Inspect, copy, duplicate, review, cause to be reduced to hard copy, run off, draw off, and otherwise use any and all computer or electronically stored information or data which relates to any Loan Party, or any service bureau, contractor, accountant, or other person, and directs any such service bureau, contractor, accountant, or other person fully to cooperate with the Administrative Agent with respect thereto.

(ii) Verify at any time the Collateral or any portion thereof, including verification with Account Debtors, and/or with each Loan Party’s computer billing companies, collection agencies, and accountants and to sign the name of each Loan Party on any notice to each Loan Party’s Account Debtors or verification of the Collateral.

(c) The Borrowers’ Representative, on reasonable request from time to time from the Administrative Agent, will make representatives of management available from time to time to discuss the Loan Parties’ operating results and other related matters with the Administrative Agent.

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

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5.3. PROMPT NOTICE TO ADMINISTRATIVE AGENT.

(a) The Borrowers’ Representative shall provide the Administrative Agent with written notice promptly upon its becoming aware of the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given:

(i) Any material adverse change in the business affairs of any Loan Party.

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

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

(iv) Any failure by a Loan Party to pay rent at (A) any leased distribution center at which such Loan Party maintains Inventory, (B) ten percent (10%) or more of such Loan Party’s store locations or (C) any of such Loan Party’s locations if such failure continues for more than ten (10) days following the day on which such rent first came due, except in the event that such rent is timely paid into a valid escrow account as a result of a bona fide dispute.

(v) Any Default.

(vi) Any intention on the part of a Loan Party to discharge that Loan Party’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 5.1(d)).

(vii) Any litigation which, if determined adversely to a Loan Party, would have a material adverse effect on the financial condition of that Loan Party.

(b) The Borrowers’ Representative shall:

(i) At the request of the Administrative Agent, provide the Administrative Agent with a copy of the results of any physical or cycle count of a Loan Party’s Inventory.

(ii) Provide the Administrative Agent, when received by any Loan Party, with a copy of any management letter or similar communications from any accountant of that Loan Party.

(iii) Provide the Administrative Agent with copies of all filings by each Loan Party with the Securities and Exchange Commission, when so filed, and when received, copies of all correspondence from the SEC, other than routine non-substantive general communications from the SEC.

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(iv) Provide the Administrative Agent with written notice of any intended bulk sale, liquidation, or other disposition of assets of any Loan Party at least ten (10) Business Days prior to the consummation of such sale or disposition, or commencement of such liquidation and a detailed summary of the net proceeds expected to be received therefrom; provided that nothing in this Section is intended to be, or shall be deemed to be, a waiver of any restriction on such disposition of assets set forth elsewhere in this Agreement, including, without limitation, Section 4.14.

(v) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of Casual Male and each of the other Loan Parties (qua such shareholders).

5.4. BORROWING BASE CERTIFICATE. The Borrowers’ Representative shall provide the Administrative Agent on the fourth Business Day of each Fiscal Month as of the close of business the last day of the immediately preceding month, with a Borrowing Base Certificate; provided that, upon the occurrence and during the continuance of an Accelerated Borrowing Base Delivery Event, at the election of the Administrative Agent, such Borrowing Base Certificate shall be delivered weekly on Thursday of each week as of the close of business for the immediately preceding week. Such Certificate may be sent to the Administrative Agent by facsimile transmission or by electronic mail, provided that the original thereof is forwarded to the Administrative Agent on the date of such transmission.

5.5. MONTHLY REPORTS. Monthly, within thirty (30) days following the end of each Fiscal month of the Loan Parties, the Borrowers’ Representative shall provide the Administrative Agent with the following:

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

(b) The Compliance Certificate described in Section 5.8.

5.6. QUARTERLY REPORTS. Quarterly, within fifty (50) days following the end of each Fiscal quarter of the Loan Parties, the Borrowers’ Representative shall provide the Administrative Agent with the following:

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

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(b) The Compliance Certificate described in Section 5.8.

5.7. ANNUAL REPORTS.

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

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

(ii) The following Consolidated financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.

(b) Each annual financial statement shall be accompanied by such accountant’s certificate certifying such annual financial statement.

(c) Annually within thirty (30) days following the end of each of the Loan Parties’ Fiscal years, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.

(d) Documents required to be delivered pursuant to this Section 5.7 and Sections 5.5 and 5.6 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date: (i) on which the Borrowers’ Representative posts such documents, or provides a link thereto, on the Borrowers’ Representative’s website on the Internet at the website address from time to time provided by the Borrowers’ Representative to the Administrative Agent; or (ii) on which such documents are posted on the Borrowers’ Representative’s behalf on an Internet or intranet website, if any, to which each Revolving Credit Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers’ Representative shall deliver paper copies of such documents to the Administrative Agent or any

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

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

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

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

(ii) Material Accounting Changes.

(b) Indicate either that (i) no Default has occurred and is continuing, or (ii) if a Default has occurred and is continuing, its nature (in reasonable detail) and the steps (if any) being taken or contemplated by the Loan Parties to be taken on account thereof.

5.9. INVENTORIES, APPRAISALS, AND AUDITS.

(a) The Administrative Agent may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one (1) physical inventory per Store and one (1) cycle count per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories or cycle counts by or of the Loan Parties; provided, however, the Administrative Agent may do so if a Default has occurred and is continuing.

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

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results of each such physical inventory and cycle count (as well as of any other physical inventory or cycle count undertaken by any Loan Party) within ten (10) days following the completion of such physical inventory and such cycle count.

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

(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional physical inventories and cycle counts to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties).

(b) The Administrative Agent may obtain appraisals of the Collateral conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent shall be entitled to obtain one (1) appraisal (at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, conducted by such appraisers as are satisfactory to the Administrative Agent; provided that, if Excess Availability at any time is less than fifty percent (50%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to two (2) appraisals of the Loan Parties’ Inventory in the following twelve (12) month period at the Loan Parties’ expense; provided further that, if Excess Availability at any time is less than fifteen percent (15%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to three (3) appraisals of the Loan Parties’ Inventory in the following twelve (12) month period at the Loan Parties’ expense. In addition, the Administrative Agent may obtain additional appraisals at its own expense; provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional appraisals to be undertaken at the Loan Parties’ expense.

(c) The Administrative Agent may obtain commercial finance audits of the Loan Parties’ books and records, conducted by such examiners as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent shall be entitled to conduct one (1) commercial finance audit (at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in effect, conducted by such examiners as are satisfactory to the Administrative Agent; provided that, if Excess Availability at any time is less than fifty percent (50%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to two (2) commercial finance audits of the Loan Parties’ books and records in the following twelve (12) month period at the Loan Parties’ expense; provided further that, if Excess Availability at any time is less than fifteen percent (15%) of the Loan Cap, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake up to three (3) commercial finance audits of the Loan Parties’ books and records in the following twelve (12) month period at the Loan Parties’ expense. In addition, the Administrative Agent may obtain

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additional commercial finance audits at its own expense; provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional commercial finance audits to be undertaken at the Loan Parties’ expense.

5.10. ADDITIONAL FINANCIAL INFORMATION.

(a) In addition to all other information required to be provided pursuant to this Article 5, the Borrowers’ Representative promptly shall provide the Administrative Agent with such other and additional information concerning the Loan Parties (and any guarantor of the Liabilities), the Collateral, the operation of the Loan Parties’ business, and the Loan Parties’ financial condition, including original counterparts of financial reports and statements, as the Administrative Agent reasonably may from time to time request, in its reasonable discretion.

(b) Each Loan Party recognizes that all appraisals, inventories, analyses, financial information, and other materials which the Administrative Agent may obtain, develop, or receive with respect to the Loan Parties are confidential to the Administrative Agent and that, except with the consent of the Administrative Agent, no Loan Party is entitled to receipt of any of such appraisals, inventories, analyses, financial information, and other materials, nor copies or extracts thereof or therefrom.

5.11. EXCESS AVAILABILITY COVENANT. The Loan Parties shall maintain Excess Availability at all times of not less than the greater of (a) ten percent (10%) of the Loan Cap or (b) $5,000,000.00.

ARTICLE 6 - USE OF COLLATERAL:

6.1. USE OF INVENTORY COLLATERAL.

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

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

(ii) Sales or other dispositions to creditors.

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

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

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

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Administrative Agent, unless, in the case of Inventory consigned by a Loan Party to another Person, (i) such Loan Party has filed against the third party consignee a UCC financing statement or such other registration (which UCC financing statement or other registration shall be assigned to the Collateral Agent) as the Administrative Agent may reasonably determine to be necessary to perfect and protect its security interest in such consigned Inventory, and (ii) as to which such Loan Party has delivered to each secured party of the third party consignee (if any) notice of such Loan Party’s interest in such Inventory to the extent required pursuant to the UCC or other Applicable Law.

6.2. INVENTORY QUALITY. All Inventory now owned or hereafter acquired by a Loan Party is and will be of good and merchantable quality and free from defects (other than defects within customary trade tolerances), other than Inventory owned or acquired for outlet stores, which in the ordinary course sell manufacturer’s overruns, discontinued lines, and irregulars.

6.3. ADJUSTMENTS AND ALLOWANCES. Each Loan Party may grant such allowances or other adjustments to that Loan Party’s Account Debtors (exclusive of extending the time for payment of any material Account or Account Receivable, which shall not be done without first obtaining the Administrative Agent’s prior written consent in each instance) as that Loan Party may reasonably deem to accord with sound business practice, provided, however, at any time that a Default has occurred and is continuing, the authority granted the Loan Parties pursuant to this Section 6.3 may be limited or terminated by the Administrative Agent at any time in the Administrative Agent’s reasonable discretion.

ARTICLE 7 - CASH MANAGEMENT. PAYMENT OF LIABILITIES:

7.1. DEPOSITORY ACCOUNTS.

(a) Annexed hereto as EXHIBIT 7.1 is a schedule of all present DDA’s, which schedule includes, with respect to each depository: (i) the name and address of that depository; (ii) the account number(s) of the account(s) maintained with such depository; and (iii) a contact person at such depository.

(b) The Borrowers’ Representative shall deliver to the Administrative Agent, as a condition to the effectiveness of this Agreement, a Blocked Account Agreement with each Blocked Account Bank.

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

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7.2. CREDIT CARD RECEIPTS.

(a) Annexed hereto as EXHIBIT 7.2 is a schedule which describes all arrangements to which each Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card charges for sales by such Loan Party.

(b) The Borrowers’ Representative shall deliver to the Administrative Agent, as a condition to the effectiveness of this Agreement, notification, executed on behalf of the relevant Loan Party, to each of such Loan Party’s credit card clearinghouses and processors (in form satisfactory to the Administrative Agent), which notice provides that payment of all credit card charges submitted by any Loan Party to that clearinghouse or processor and any other amount payable to any Loan Party by such clearinghouse or processor shall be directed to (i) a Blocked Account or (ii) after the occurrence and during the continuance of a Cash Dominion Event, the Administrative Agent’s Account or as otherwise designated from time to time by the Administrative Agent. No Loan Party shall change such direction or designation except upon and with the prior written consent of the Administrative Agent.

7.3. THE ADMINISTRATIVE AGENT’S, BLOCKED, AND OPERATING ACCOUNTS.

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

(i) The “Administrative Agent’s Account” (so referred to herein): Established by the Administrative Agent with Bank of America.

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

(iii) The “Operating Account” (so referred to herein): Established by the Borrowers’ Representative with Bank of America.

(b) The contents of each DDA and of the Blocked Accounts constitutes Collateral and Proceeds of Collateral. The contents of the Administrative Agent’s Account constitutes the Administrative Agent’s property.

(c) The Loan Parties shall pay all fees and charges of, and maintain such impressed balances as may be required by the depository in which any account is opened as required hereby (even if such account is opened by and/or is the property of the Administrative Agent).

7.4. PROCEEDS AND COLLECTIONS.

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

(i) Constitute Collateral and proceeds of Collateral.

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(ii) Shall be held in trust by the Loan Parties for the Administrative Agent.

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

(iv) Shall be deposited in a DDA or a Blocked Account and, after the occurrence and during the continuance of a Cash Dominion Event, shall be transferred only to a Blocked Account and/or the Administrative Agent’s Account.

(b) The Borrowers’ Representative shall cause by ACH or wire transfer to a Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account), the following:

(i) The entire contents (net of any minimum required balance not in any event to exceed $2500) of each DDA (but excluding any Exempt DDA).

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

So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts.

(c) After the occurrence and during the continuance of a Cash Dominion Event, the Borrowers’ Representative shall cause by ACH or wire transfer to the Administrative Agent’s Account, no less frequently than daily (and whether or not any Liabilities are then outstanding), of the entire ledger balance (net of any minimum required balance not in any event to exceed $2500) of each Blocked Account.

(d) In the event that, notwithstanding the provisions of this Section 7.4, any Loan Party receives or otherwise has dominion and control of any Receipts, or any other proceeds or collections of any Collateral, after the occurrence and during the continuance of a Cash Dominion Event, such Receipts, proceeds, and collections shall be held in trust by that Loan Party for the Administrative Agent, shall not be commingled with any of that Loan Party’s other funds or deposited in any account of any Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Administrative Agent’s Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent.

7.5. PAYMENT OF LIABILITIES.

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

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the continuance, of an Event of Default, unless the Borrower Representative otherwise instructs the Administrative Agent, the balance of the Administrative Agent’s Account shall not be applied to any LIBOR Loans until the end of the applicable Interest Period therefor.

(b) The following rules shall apply to deposits and payments under and pursuant to this Section 7.5:

(i) Funds shall be deemed to have been deposited to the Administrative Agent’s Account on the Business Day on which deposited, provided that such deposit is delivered to the Administrative Agent by 2:00 PM on that Business Day.

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

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

(iv) All deposits to the Administrative Agent’s Account and other payments to the Administrative Agent are subject to clearance and collection.

(c) The Administrative Agent shall transfer to the Operating Account any surplus in the Administrative Agent’s Account remaining after the application towards the Liabilities referred to in Section 7.5(a) above (less those amount which are to be netted out, as provided therein); provided, however, in the event that

(i) a Default has occurred and is continuing; and

(ii) one or more L/C’s are then outstanding;

then the Administrative Agent may establish a funded reserve of up to 103% of the aggregate of the Stated Amounts of such L/C’s. Such funded reserve shall either be (i) returned to the Borrowers’ Representative at such time that no Default has occurred and is continuing or (ii) applied towards the Liabilities following Acceleration.

7.6. THE OPERATING ACCOUNT. Except as otherwise specifically provided in, or permitted by, this Agreement, all checks shall be drawn by the Borrowers’ Representative upon, and other disbursements shall be made by the Borrowers’ Representative solely from, the Operating Account.

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ARTICLE 8 - GRANT OF SECURITY INTEREST:

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

(a) All Accounts and accounts receivable.

(b) All Inventory.

(d) All Equipment.

(e) All Goods.

(f) All Farm Products.

(g) All Fixtures.

(h) All Chattel Paper.

(i) All Letter-of-Credit Rights.

(j) All Payment Intangibles.

(k) All Supporting Obligations.

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

(m) All Leasehold Interests.

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

(o) Commercial Tort Claims

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(p) All insurance proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and credit insurance, whether any of such proceeds, refunds, and premium rebates arise out of any of the foregoing (8.1(a) through 8.1(n)) or otherwise.

(q) All liens, guaranties, rights, remedies, and privileges pertaining to any of the foregoing (8.1(a) through 8.1(p)), including the right of stoppage in transit.

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

8.2. EXTENT AND DURATION OF SECURITY INTEREST; NOTICE.

(a) The security interest created and granted herein is in addition to, and supplemental of, any security interest previously granted by any Borrower to the Collateral Agent and shall continue in full force and effect applicable to all Liabilities until both (a) all Liabilities have been paid and/or satisfied in full and (b) the security interest created herein is specifically terminated in writing by a duly authorized officer of the Collateral Agent.

(b) It is intended that the Collateral Interests created herein extend to and cover all assets of each Borrower.

(c) If a Borrower shall at any time acquire a Commercial Tort Claim, the Borrowers’ Representative shall promptly notify the Administrative Agent in writing of the details thereof and the Borrower shall take such actions as the Collateral Agent shall request in order to grant to the Collateral Agent, for the benefit of the Revolving Credit Lenders as their interests may appear herein, a perfected and first priority security interest therein and in the Proceeds thereof.

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

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

(a) Prosecute, defend, compromise, or release any action relating to the Collateral.

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(b) Sign change of address forms to change the address to which each Borrower’s mail is to be sent to such address as the Collateral Agent shall designate; receive and open each Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrowers’ Representative or to any trustee in bankruptcy or receiver of the Borrowers’ Representative, or other legal representative of a Borrower whom the Collateral Agent determines to be the appropriate person to whom to so turn over such mail.

(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.

(d) Sign the name of the relevant Borrower on any notice to that Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts.

(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Borrower is a beneficiary.

(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.

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

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

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ARTICLE 10 - EVENTS OF DEFAULT:

The occurrence of any event described in this Article 10 respectively shall constitute an “Event of Default” herein.

10.1. FAILURE TO PAY THE REVOLVING CREDIT FACILITY. The failure by any Loan Party to pay when due any principal of, interest on, or fees in respect of, the Revolving Credit Facility.

10.2. FAILURE TO MAKE OTHER PAYMENTS. The failure by any Loan Party to pay within five (5) Business Days when due (or upon demand, if payable on demand) any payment Liability other than any payment liability on account of the principal of, or interest on, or fees in respect of, the Revolving Credit Facility.

10.3. FAILURE TO PERFORM COVENANT OR LIABILITY (NO GRACE PERIOD). The failure by any Loan Party to promptly, punctually, faithfully and timely perform, discharge, or comply with any covenant or Liability not otherwise described in Section 10.1 or Section 10.2 hereof, and included in any of the following provisions hereof:


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

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


REPORT / STATEMENT	REQUIRED BY SECTION	GRACE PERIOD	NUMBER OF GRACE PERIODS
Borrowing Base Certificates	5.4	One Business Day	Three per Fiscal Quarter
Monthly Reports (30 Days)	5.5	Three Business Days	Three in any 12 months

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10.5. FAILURE TO PERFORM COVENANT OR LIABILITY (GRACE PERIOD). The failure by any Loan Party, within fifteen (15) days following the earlier of any Loan Party’s knowledge of a breach of any covenant or Liability not described in any of Sections 10.1, 10.2, 10.3, or 10.4, or of the Borrowers’ Representative’s receipt of written notice from the Administrative Agent of the breach of any such covenants or Liabilities.

10.6. MISREPRESENTATION. The determination by the Administrative Agent that any representation or warranty at any time made by any Loan Party to any Agent or any Revolving Credit Lender was not true or complete in all material respects when given.

10.7. ACCELERATION OF OTHER DEBT; BREACH OF LEASE. The occurrence of any event such that any Indebtedness of any Loan Party in excess of $5,000,000.00 to any creditor other than the Agent or any Revolving Credit Lender could be accelerated or, without the consent of a Loan Party, Leases with aggregate monthly rents of at least $1,000,000.00 could be terminated prior to the stated termination date thereof (whether or not the subject creditor or lessor takes any action on account of such occurrence).

10.8. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any breach or default under any agreement between the Agent or any Revolving Credit Lender and any Loan Party or instrument or paper given the Agent or any Revolving Credit Lender by any Loan Party not constituting a Loan Document, whether such agreement, instrument, or paper now exists or hereafter arises, with respect to Indebtedness in excess of $5,000,000.00 (notwithstanding that the Agent or the subject Revolving Credit Lender may not have exercised its rights upon default under any such other agreement, instrument or paper).

10.9. UNINSURED CASUALTY LOSS. The occurrence of any uninsured loss, theft, damage, or destruction of or to any material portion of the Collateral.

10.10. ATTACHMENT; JUDGMENT; RESTRAINT OF BUSINESS.

(a) The service of process upon any Agent or any Revolving Credit Lender or any Participant of a court order or order of any other applicable governmental authority attaching, by trustee, mesne, or other process, any funds of any Loan Party on deposit with, or assets of any Loan Party in the possession of, that Agent or that Revolving Credit Lender or such Participant.

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

(c) The entry of any order or the imposition of any other process having the force of law, the effect of which is to restrain in any material way the conduct by any Loan Party of its business in the ordinary course.

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

10.12. CHALLENGE TO LOAN DOCUMENTS.

(a) Any challenge by or on behalf of the Borrowers’ Representative, any Loan Party to the validity of any Loan Document or the applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Document’s terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest created by or in any Loan Document or any payment made pursuant thereto.

(b) Any determination by any court or any other judicial or government authority that any Loan Document is not enforceable strictly in accordance with the subject Loan Document’s terms or which voids, avoids, limits, or otherwise adversely affects any security interest created by any Loan Document or any payment made pursuant thereto.

10.13. CHANGE IN CONTROL. Any Change in Control.

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

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accomplish a reorganization or arrangement with creditors; and/or the initiation by or on behalf of any Loan Party of the liquidation or winding up of all or any part of any Loan Party’s business or operations.

10.15. BANKRUPTCY. The failure by any Loan Party to generally pay the debts of that Loan Party as they mature; adjudication of bankruptcy or insolvency relative to any Loan Party; the entry of an order for relief or similar order with respect to any Loan Party in any proceeding pursuant to the Bankruptcy Code or any other federal bankruptcy law; the filing of any complaint, application, or petition by any Loan Party initiating any matter in which any Loan Party is or may be granted any relief from the debts of that Loan Party pursuant to the Bankruptcy Code or any other insolvency statute or procedure; the filing of any complaint, application, or petition against any Loan Party initiating any matter in which that Loan Party is or may be granted any relief from the debts of that Loan Party pursuant to the Bankruptcy Code or any other insolvency statute or procedure, which complaint, application, or petition is not timely contested in good faith by that Loan Party by appropriate proceedings or, if so contested, is not dismissed within ninety (90) days of when filed.

10.16. TERMINATION OF BUSINESS. Unless subject to the prior written consent of the Agent, the determination of the Loan Parties, whether by vote of the Loan Parties’ board of directors or otherwise to: suspend the operation of the Loan Parties’ business in the ordinary course, liquidate all or a material portion of the Loan Parties’ assets or Stores, or employ an agent or other third party to conduct any so-called store closing, store liquidation or “Going-Out-Of-Business” sales (other than in connection with a Permitted Asset Disposition).

10.17. PAYMENT OF OTHER INDEBTEDNESS. The Loan Parties shall prepay or discharge any Indebtedness prior to its maturity date except as expressly permitted hereunder.

10.18. DEFAULT BY GUARANTOR; TERMINATION OF GUARANTY. The occurrence of any Guarantor Default and/or the termination or attempted termination of any Guaranty Agreement by any Person.

10.19. MATERIAL ADVERSE CHANGE. An event shall have occurred or failed to occur, which occurrence or failure is or could have a materially adverse effect upon the financial condition of Casual Male and its Subsidiaries when compared with such financial condition as of July 31, 2010.

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ARTICLE 11 - RIGHTS AND REMEDIES UPON DEFAULT:

11.1. ACCELERATION. Upon the occurrence of any Event of Default, the Administrative Agent may (and on the issuance of Acceleration Notice(s) requisite to the causing of Acceleration, the Administrative Agent shall) declare all Indebtedness of the Loan Parties to the Revolving Credit Lenders to be immediately due and payable and may exercise all of the Administrative Agent’s Rights and Remedies (and the Collateral Agent may likewise exercise all of its rights and remedies upon default) as the Administrative Agent from time to time thereafter determines as appropriate.

11.2. RIGHTS OF ENFORCEMENT. The Collateral Agent shall have all of the rights and remedies of a secured party upon default under the UCC, in addition to which the Collateral Agent shall have all and each of the following rights and remedies:

(a) To give notice to any bank at which any DDA or Blocked Account is maintained and in which Proceeds of Collateral are deposited, to turn over such Proceeds directly to the Collateral Agent.

(b) To give notice to any customs broker of any of the Loan Parties to follow the instructions of the Collateral Agent as provided in any written agreement or undertaking of such broker in favor of the Collateral Agent.

(d) To take possession of all or any portion of the Collateral.

(e) To sell, lease, or otherwise dispose of any or all of the Collateral, in its then condition or following such preparation or processing as the Collateral Agent deems advisable and with or without the taking of possession of any of the Collateral.

(f) Subject to the terms of store leases and provisions of applicable law, to conduct one or more going out of business sales which include the sale or other disposition of the Collateral.

(g) To apply the Receivables Collateral or the Proceeds of the Collateral towards (but not necessarily in complete satisfaction of) the Liabilities.

(h) To exercise all or any of the rights, remedies, powers, privileges, and discretions under all or any of the Loan Documents.

11.3. SALE OF COLLATERAL.

(a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’s disposition of the Collateral.

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(b) The Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies upon default, may, subject to the terms of store leases and provisions of applicable law, conduct, or may require the Loan Parties to conduct, one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents and contractors. Subject to the terms of store leases such sale(s) may be conducted upon any premises owned, leased, or occupied by any Loan Party. Subject to applicable law, the Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). The Borrowers shall have no responsibility or liability for any such augmented inventory. Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and reasonable expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither any Loan Party nor any Person claiming under or in right of any Loan Party shall have any interest therein. The proceeds of any such going out of business sale which is conducted by a Loan Party at the request of the Collateral Agent shall be first applied to the direct costs of such sale.

(c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Borrowers’ Representative such notice as may be practicable under the circumstances), the Collateral Agent shall give the Borrowers’ Representative at least ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Collateral Agent’s rights and remedies upon default.

(d) The Collateral Agent, the Administrative Agent, and any Revolving Credit Lender may purchase the Collateral, or any portion of it at any sale held under this Article.

(e) If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent.

(f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of the exercise by the Collateral Agent of its rights and remedies under this Article 11. The Administrative Agent shall apply the proceeds of the Collateral Agent’s exercise of its rights and remedies upon default pursuant to this Article 11 in accordance with Sections 13.5 and 13.6.

11.4. OCCUPATION OF BUSINESS LOCATION. In connection with the Collateral Agent’s exercise of the Collateral Agent’s rights under this Article 11, the Collateral Agent may enter upon, occupy, and use any premises owned or occupied by each Loan Party, and may exclude each Loan Party from such premises or portion

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

11.5. GRANT OF NONEXCLUSIVE LICENSE. Except to the extent prohibited by a Borrower’s contractual obligations, which prohibition has been disclosed to the Administrative Agent, each Borrower hereby grants to the Collateral Agent a royalty free, nonexclusive and irrevocable license to use, apply, and affix any trademark, trade name, logo, or the like in which any Borrower now or hereafter has rights, such license being with respect to the Collateral Agent’s exercise of the rights hereunder including, without limitation, in connection with any completion of the manufacture of Inventory or sale or other disposition of Inventory.

11.6. ASSEMBLY OF COLLATERAL. The Collateral Agent may require any Borrower to assemble the Collateral and make it available to the Collateral Agent at the Loan Parties’ sole risk and expense at a place or places which are reasonably convenient to both the Collateral Agent and the Borrowers’ Representative.

11.7. RIGHTS AND REMEDIES. The rights, remedies, powers, privileges, and discretions of the Administrative Agent hereunder (herein, the “Agents’ Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No delay or omission by an Agent in exercising or enforcing any of the Agents’ Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by an Agent of any Event of Default or of any default under any other agreement shall operate as a waiver of any other default hereunder or under any other agreement. No single or partial exercise of any of the Agents’ Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between any Agent and any person, at any time, shall preclude the other or further exercise of the Agents’ Rights and Remedies. No waiver by any Agent of any of the Agents’ Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Agents’ Rights and Remedies may be exercised at such time or times and in such order of preference as the Agents may determine. The Agents’ Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Liabilities.

ARTICLE 12 - LOAN FUNDINGS AND DISTRIBUTIONS:

12.1. FUNDING PROCEDURES.

(a) The Administrative Agent shall advise each Revolving Credit Lender, no later than 3:00 PM on the date on which any Revolving Credit Loan (other than a SwingLine

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Loan) is requested, that such Revolving Credit Loan is to be made. Such advice, in each instance, may be by telephone or facsimile transmission; provided that, if such advice is by telephone, it shall be confirmed in writing. Advice of a Revolving Credit Loan shall include the amount of and interest rate applicable to the subject Revolving Credit Loan.

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

12.2. SWINGLINE LOANS.

(a) In the event that, when a Revolving Credit Loan is requested, the aggregate unpaid balance of the SwingLine Loan is less than the SwingLine Loan Ceiling, then the SwingLine Lender may in its sole discretion advise the Administrative Agent that the SwingLine Lender has determined to include up to the amount of the requested Revolving Credit Loan as part of the SwingLine Loan. In such event, the SwingLine Lender shall Transfer the amount of the requested Revolving Credit Loan to the Administrative Agent.

(b) The SwingLine Loan shall be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate as follows:

(i) At any time and from time to time, the SwingLine Lender may advise the Administrative Agent that all, or any part, of the SwingLine Loan is to be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate, provided that if the Administrative Agent is not so advised by the SwingLine Lender, then all SwingLine Loans shall be converted no less frequently than weekly to Revolving Credit Loans in which all Revolving Credit Lenders participate.

(ii) At the initiation of a Liquidation, the then entire unpaid principal balance of the SwingLine Loan shall be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate.

In either such event, the Administrative Agent shall advise each Revolving Credit Lender of such conversion as if, and with the same effect as if, such conversion were the making of a Revolving Credit Loan as provided in Section 13.1.

(d) The SwingLine Lender, in its capacity as SwingLine Lender, is not a “Revolving Credit Lender” for any of the following purposes:

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

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(ii) Determination of whether the requisite Revolving Credit Lenders have Consented to action requiring such Consent.

12.3. ADMINISTRATIVE AGENT’S COVERING OF FUNDINGS:

(a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of the following:

(i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of the Revolving Credit Loans.

(ii) Up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of each L/C Drawing (to the extent that such L/C Drawing is not “covered” by a Revolving Credit Loan as provided herein).

(b) In all circumstances, the Administrative Agent may:

(i) Assume that each Revolving Credit Lender, subject to Section 12.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s Revolving Credit Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 and shall make available, to the extent not “covered” by a Revolving Credit Loan, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of any honoring of an L/C.

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

(iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents.

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

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

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(ii) All interest paid by the Loan Parties on account of the Revolving Credit Loan or coverage of the subject honoring of any L/C which consists of the Administrative Agent’s Cover shall be retained by the Administrative Agent until the Administrative Agent’s Cover, with interest, has been paid. At the option of the Administrative Agent, all other amounts payable to a Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of such Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender in respect of any Revolving Credit Loan or existing or future participating interest in any SwingLine Loan or L/C.

(iii) The Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing Federal Funds Rate on any Administrative Agent’s Cover in respect of that Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender.

(iv) The Administrative Agent shall have succeeded to all rights to payment to which the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties on account of the Administrative Agent’s Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s Cover was provided and only then towards amounts in which the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a) (which relates to ordinary course distributions) or Section 13.5 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender, as applicable (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled), at the highest level of distribution (if applicable) at which the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution.

(v) The Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s right to participate in the administration of, or decision-making rights related to, the Liabilities, this Agreement or the other Loan Documents shall be suspended during the pendency of its status as a Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender.

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

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Lenders, without any further action by the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender for no cash consideration (pro rata, based on the respective Revolving Credit Percentage Commitment of those non-Deteriorating Revolving Credit Lenders and non-Delinquent Revolving Credit Lenders electing to exercise such right), of the Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s Revolving Credit Dollar Commitment to fund future Revolving Credit Loans. Upon any such assignment of the Revolving Credit Dollar Commitment of any Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender to one or more of the non-Deteriorating Revolving Credit Lenders or the non-Delinquent Revolving Credit Lenders, the Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s share in future Revolving Credit Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of assignment, and the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance.

(d) The Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) through (vi) hereinabove shall be restored only upon the payment by the Delinquent Revolving Credit Lender of the amounts set forth in Section 12.3(f) or upon the cure by the Deteriorating Revolving Credit Lender of its status as a Deteriorating Revolving Credit Lender, as applicable.

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

(f) A Delinquent Revolving Credit Lender may cure its status as a Delinquent Revolving Credit Lender by paying the Administrative Agent the aggregate of the following:

(i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Section 12.3(c)(iv), above) with respect to that Delinquent Revolving Credit Lender.

Plus

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

Plus

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

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(g) Each Deteriorating Revolving Credit Lender and Delinquent Revolving Credit Lender shall indemnify the Administrative Agent and each non-Deteriorating Revolving Credit Lender and non-Delinquent Revolving Credit Lender from and against any and all loss, damage or expenses, including, but not limited to, reasonable attorneys’ fees and funds advanced by the Administrative Agent or by any non-Deteriorating Revolving Credit Lender or non-Delinquent Revolving Credit Lender, on account of a Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s failure to timely fund its Revolving Credit Percentage Commitment of a Revolving Credit Loan or to otherwise perform its obligations under the Loan Documents.

12.4. ORDINARY COURSE DISTRIBUTIONS: REVOLVING CREDIT FACILITY. (This Section 12.4 applies unless the provisions of Section 13.5 (which relates to distributions in the event of a Liquidation) become operative).

(a) Weekly, on such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent’s option), the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit Facility and collected funds received in the Administrative Agent’s Account.

(b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender such Person’s respective Pro-Rata share of interest payments on the Loans when actually received and collected by the Administrative Agent (excluding the one Business Day for settlement provided for in Section 7.5(a) which shall be for the account of the Administrative Agent only). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Loan Parties. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its Pro-Rata share thereof.

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

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

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

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(d) No Revolving Credit Lender shall have any interest in or right to receive any part of the following:

(i) Any interest which reflects “float” as described in the proviso included in Section 7.5(a), all of which float shall be for the account of the Administrative Agent only.

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

(iii) Fees described in Section 2.19(b) (which relates to fees associated with, among other things, the issuance of L/C’s): Retained by the Issuer.

(iv) The Arrangement Fee which shall be retained by BAS.

(e) Any amount received by the Administrative Agent or the Collateral Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys’ fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, Pro-Rata determined as of the date on which the expense, in respect of which such reimbursement is being made, was incurred).

(f) Each distribution pursuant to this Section 12.4 is subject to Section 12.3(c), above (which relates to the effect of the failure of any Revolving Credit Lender to have Transferred to the Administrative Agent any amount which that Revolving Credit Lender is then obligated to so Transfer pursuant to the within Agreement).

ARTICLE 13 - ACCELERATION AND LIQUIDATION:

13.1. ACCELERATION NOTICES.

(a) The Administrative Agent may give the Collateral Agent and Revolving Credit Lenders an Acceleration Notice at any time following the occurrence of an Event of Default.

(b) The Majority Revolving Credit Lenders may give the Administrative Agent an Acceleration Notice at any time following the occurrence of an Event of Default. Such notice may be by multiple counterparts.

13.2. ACCELERATION. Unless stayed by judicial or statutory process, the Administrative Agent shall Accelerate the Liabilities within a commercially reasonable time following:

(a) The Administrative Agent’s giving of an Acceleration Notice to the Collateral Agent and the Revolving Credit Lenders as provided in Section 13.1(a).

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(b) The Administrative Agent’s receipt of an Acceleration Notice from the Majority Revolving Credit Lenders, in compliance with Section 13.1(b).

13.3. INITIATION OF LIQUIDATION. Unless stayed by judicial or statutory process, a Liquidation shall be initiated by the Collateral Agent within a commercially reasonable time following Acceleration of the Liabilities.

13.4. ACTIONS AT AND FOLLOWING INITIATION OF LIQUIDATION.

(a) At the initiation of a Liquidation:

(i) The unpaid principal balance of the SwingLine Loan (if any) shall be converted to a Revolving Credit Loan in which all Revolving Credit Lenders participate.

(ii) The Administrative Agent and the Revolving Credit Lenders shall “net out” each Revolving Credit Lender’s respective contributions towards the Revolving Credit Loans, so that each Revolving Credit Lender holds that Revolving Credit Lender’s Revolving Credit Percentage Commitment of the Revolving Credit Loans and advances.

(b) Following the initiation of a Liquidation, each Revolving Credit Lender shall contribute, towards any L/C thereafter honored and not immediately reimbursed by the Loan Parties, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of such honoring.

(c) Following the initiation of a Liquidation, each Revolving Credit Lender shall contribute, towards any L/C thereafter honored and not immediately reimbursed by the Loan Parties, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of such honoring.

13.5. DISTRIBUTION OF LIQUIDATION PROCEEDS.

(a) The Collateral Agent may establish one or more reasonably funded reserve accounts into which proceeds of the conduct of any Liquidation may be deposited in anticipation of future expenses which may be incurred by any Agent in the exercise of rights as a secured creditor of the Loan Parties and prior claims which the Agents anticipate may need to be paid.

(b) The Collateral Agent shall distribute the proceeds of any Liquidation to the Administrative Agent.

(c) The Administrative Agent shall distribute the net proceeds of Liquidation, as distributed to the Administrative Agent by the Collateral Agent pursuant to Section 13.5(b), in accordance with the relative priorities set forth in Section 13.6.

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(d) Each Revolving Credit Lender, on the written request of the Administrative Agent and/or any Nominee, not more frequently than once each month, shall reimburse the Agents and/or any Nominee, Pro-Rata, for any cost or expense reasonably incurred by the Agents and/or the Nominee in the conduct of a Liquidation, which amount is not covered out of current proceeds of the Liquidation, which reimbursement shall be paid over to and distributed by the Administrative Agent.

13.6. RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. All distributions of proceeds of a Liquidation shall be applied by the Administrative Agent in the following order:

(a) First, to payment of that portion of the Liabilities (excluding the Banking Services Obligations) constituting fees, indemnities, Costs of Collection and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent and amounts payable under Sections 2.11(e), 2.19(c) and 19.8) payable to the Administrative Agent and the Collateral Agent, each in its capacity as such;

(b) Second, to payment of that portion of the Liabilities (excluding the Banking Services Obligations) constituting indemnities, Costs of Collection, and other amounts (other than principal, interest and fees) payable to the Revolving Credit Lenders and the Issuer (including Costs of Collection to the respective Revolving Credit Lenders and the Issuer and amounts payable under Sections 2.11(e), 2.19(c) and 19.8), Pro-Rata in proportion to the amounts described in this clause Second payable to them;

(c) Third, to the extent not previously reimbursed by the Revolving Credit Lenders, to payment to the Agent of that portion of the Liabilities constituting principal and accrued and unpaid interest on any Permitted Protective OverAdvances;

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

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

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

(g) Seventh, to payment of that portion of the Liabilities constituting unpaid principal of the Revolving Credit Loans and L/C Borrowings, Pro-Rata among the Revolving Credit Lenders and the Issuer in proportion to the respective amounts described in this clause Seventh held by them;

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(h) Eighth, to the Administrative Agent for the account of the Issuer, as cash collateral for the aggregate undrawn amount of L/Cs;

(i) Ninth, to payment of all other Liabilities (including, without limitation, the cash collateralization of unliquidated indemnification obligations as provided in Section 19.9(d), but excluding any Banking Services Obligations), Pro-Rata among the Secured Parties in proportion to the respective amounts described in this clause Ninth held by them;

(j) Tenth, to payment of all Banking Services Obligations, Pro-Rata among the Secured Parties in proportion to the respective amounts described in this clause Tenth held by them; and

(k) Last, the balance, if any, after all of the Liabilities have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Applicable Law.

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

ARTICLE 14 - THE AGENTS:

14.1. APPOINTMENT OF THE AGENTS.

(a) Each Revolving Credit Lender appoints and designates Bank of America as the “Administrative Agent” hereunder and under the Loan Documents.

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

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

(ii) To take such action on behalf of the Revolving Credit Lenders and to exercise all such powers as are expressly delegated to that Agent hereunder and in the Loan Documents and all related documents, together with such other powers as are reasonably incident thereto.

(d) Reserved.

(e) Wells Fargo Capital Finance, LLC and JPMorgan Chase Bank, N.A. have been granted the title of “Co-Syndication Agents”, and PNC Bank, National Association has been granted the title of “Documentation Agent” in which capacity none shall have any rights nor any responsibilities. Any of the foregoing may resign such position at any time by written notice to the Administrative Agent and, in any event, shall cease to be Co-Syndication Agent or Documentation Agent, as the case may be, contemporaneously with its ceasing to be a Revolving Credit Lender.

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14.2. RESPONSIBILITIES OF AGENTS.

(a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of the Revolving Credit Facility contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority.

(b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation.

(c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement.

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

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

(ii) Any appraisals or other assessments of the assets of any Loan Party or of any other Person responsible for or on account of the Liabilities.

(iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein.

(iv) Any failure by any Loan Party or any other Person (other than the subject Agent) to perform its obligations under the Loan Documents.

(e) Each Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the subject Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person.

(f) Neither Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of their respective counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial

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determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct.

(g) Neither Agent shall have any responsibility in any event for more funds than that Agent actually receives and collects.

(h) The Agents, in their separate capacities as Revolving Credit Lenders, shall have the same rights and powers hereunder as any other Revolving Credit Lender.

14.3. CONCERNING DISTRIBUTIONS BY THE AGENTS.

(a) Each Agent, in that Agent’s reasonable discretion based upon that Agent’s determination of the likelihood that additional payments will be received, expenses incurred, and/or claims made by third parties to all or a portion of such proceeds, may delay the distribution of any payment received on account of the Liabilities.

(b) Each Agent may disburse funds prior to determining that the sums which that Agent expects to receive have been finally and unconditionally paid to that Agent. If and to the extent that Agent does disburse funds and it later becomes apparent that the Agent did not then receive a payment in an amount equal to the sum paid out, then any Revolving Credit Lender to whom the Agent made the funds available, on demand from the Agent, shall refund to the Administrative Agent the sum paid to that person.

(c) If, in the opinion of an Agent, the distribution of any amount received by that Agent might involve that Agent in liability, or might be prohibited hereby, or might be questioned by any Person, then that Agent may refrain from making distribution until that Agent’s right to make distribution has been adjudicated by a court of competent jurisdiction.

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

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

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

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14.4. DISPUTE RESOLUTION. Any dispute among the Revolving Credit Lenders and/or any Agent concerning the interpretation, administration, or enforcement of the financing arrangements contemplated by this or any other Loan Document or the interpretation or administration of this or any other Loan Document which cannot be resolved amicably shall be resolved in the United States District Court for the District of Massachusetts, sitting in Boston or in the Superior Court of Suffolk County, Massachusetts, to the jurisdiction of which courts each Revolving Credit Lender hereby submits.

14.5. DISTRIBUTIONS OF NOTICES AND OF DOCUMENTS. The Administrative Agent will forward to each Revolving Credit Lender, promptly after the Administrative Agent’s receipt thereof, a copy of each notice or other document furnished to the Administrative Agent pursuant to this Agreement, including monthly, quarterly, and annual financial statements received from the Borrowers’ Representative pursuant to Article 5 of this Agreement, other than any of the following:

(a) Routine communications associated with requests for Revolving Credit Loans and/or the issuance of L/C’s.

(b) Routine or nonmaterial communications.

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

(d) Any notice or document of which the Administrative Agent has knowledge that such notice or document had been forwarded to the Revolving Credit Lenders other than by the Administrative Agent.

14.6. CONFIDENTIAL INFORMATION.

(a) Each Revolving Credit Lender will maintain, as confidential (other than to their respective attorneys, agents, accountants, Participants and prospective Participants) all of the following:

(i) Proprietary approaches, techniques, and methods of analysis which are applied by the Administrative Agent in the administration of the Revolving Credit Facility contemplated by this Agreement.

(ii) Proprietary forms and formats utilized by the Administrative Agent in providing reports to the Revolving Credit Lenders pursuant hereto, which forms or formats are not of general currency.

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

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

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

14.8. NON-RELIANCE ON AGENTS AND OTHER REVOLVING CREDIT LENDERS.

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

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

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

(b) Each Revolving Credit Lender agrees that such Revolving Credit Lender, independently and without reliance upon any Agent or any other Revolving Credit Lender, and based upon such documents and information as such Revolving Credit Lender shall deem appropriate at the time, will continue to make such Revolving Credit Lender’s own appraisals of the financial condition and affairs of the Loan Parties when determining whether to take or not to take any discretionary action under this Agreement.

(c) Neither Agent in the discharge of that Agent’s duties hereunder, shall be required to make inquiry of, or to inspect the properties or books of, any Person.

(d) Except for notices, reports, and other documents and information expressly required to be furnished to the Revolving Credit Lenders by the Administrative Agent pursuant to Section 14.5, the Agents shall not have any affirmative duty or responsibility to provide any Revolving Credit Lender with any credit or other information concerning any Person, which information may come into the possession of Agents or any Affiliate of an Agent.

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

14.10. RESIGNATION OF AGENT.

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

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to the (resigning) Agent within seven (7) Business Days notice of such proposed appointment). If a successor Agent shall not have been so appointed and accepted such appointment within 30 days after the giving of notice by the resigning Agent, then the resigning Agent may appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $500,000,000.00. The consent of the Borrowers’ Representative otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred.

(b) Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so replaced, and the (resigning) Agent shall be discharged from the (resigning) Agent’s duties and obligations hereunder, other than on account of any responsibility for any action taken or omitted to be taken by the (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner or in bad faith.

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

ARTICLE 15 - ACTION BY AGENTS - CONSENTS - AMENDMENTS - WAIVERS:

15.1. ADMINISTRATION OF REVOLVING CREDIT FACILITY.

(a) Except as otherwise specifically provided in this Agreement, each Agent may take any action with respect to the Revolving Credit Facility contemplated by the Loan Documents as that Agent determines to be appropriate within their respective areas of responsibility and authority, as set forth in Sections 14.2(a) and 14.2(b); provided, however, neither Agent is under any affirmative obligation to take any action which it is not required by this Agreement or the Loan Documents specifically to so take.

(b) Except as specifically provided in Sections 15.2 and 15.3 of this Agreement, whenever a Loan Document or this Agreement provides that action may be taken or omitted to be taken in an Agent’s discretion or reasonable discretion, as applicable, that Agent shall have the sole right to take, or refrain from taking, such action without, and notwithstanding, any vote of the Revolving Credit Lenders.

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

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15.2. ACTIONS REQUIRING OR ON DIRECTION OF MAJORITY REVOLVING CREDIT LENDERS. Except as otherwise provided in this Agreement, the Consent or direction of the Majority Revolving Credit Lenders is required for any amendment, waiver, or modification of any Loan Document. Without limiting the foregoing:

(a) If any Default has occurred and is continuing, the Majority Revolving Credit Lenders may direct the Administrative Agent to suspend the Revolving Credit Facility, whereupon, as long as a Default shall have occurred and be continuing, the only Loans which may be made are the following:

(i) Revolving Credit Loans made to “cover” the honoring of L/C’s.

(ii) Permitted Protective OverAdvances.

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

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

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

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

15.3. ACTION REQUIRING CERTAIN CONSENT. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no Consent to any departure by any Loan Party therefrom, shall:

(a) extend or increase the Revolving Credit Dollar Commitment of any Revolving Credit Lender (or reinstate any Revolving Credit Dollar Commitment previously terminated pursuant to this Agreement) without the written Consent of such Revolving Credit Lender;

(b) as to any Revolving Credit Lender, postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (including the Maturity Date) of principal, interest, fees or other amounts due hereunder or under any of the other Loan Documents without the written Consent of such Revolving Credit Lender, without the written Consent of such Revolving Credit Lender;

(c) as to any Revolving Credit Lender, reduce the principal of, or the rate of interest specified herein on, any Revolving Credit Loan, or (subject to clause (iv) of the proviso to this Section 15.3) any fees or other amounts payable hereunder or under any other Loan Document, without the written Consent of such Revolving Credit Lender; provided, however, that only the Consent of the Majority Revolving Credit Lenders shall be necessary (i) to amend Section 2.12(f) or to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 2.12(f) or L/C fees at the rate set forth in Section 2.19(a);

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

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

(f) except as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the Unanimous Consent;

(g) except for Permitted Asset Dispositions (or as otherwise provided in Section 4.14(d)) or to facilitate a Liquidation, release all or substantially all of the Collateral from the Encumbrances of the Loan Documents without Unanimous Consent;

(h) except as provided in Section 2.24, increase the Revolving Credit Commitments without Unanimous Consent;

(i) change the definition of the term “Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased without Unanimous Consent; provided that the foregoing shall not (i) limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or (ii) prevent the Administrative Agent, in its administration of the Revolving Credit Facility, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value;

(j) make any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvance; provided, however, (i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/C, and (ii) each Revolving Credit Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value);

(k) modify the definition of Permitted Protective OverAdvance so as to increase the time period for a Permitted Protective OverAdvance, except as otherwise provided in the definition thereof, without Unanimous Consent; and

(l) except as expressly permitted herein or in any other Loan Document, subordinate the Liabilities hereunder or the Encumbrances granted hereunder or under the other Loan Documents, to any other Indebtedness or Encumbrance, as the case may be without Unanimous Consent;

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

15.4. MISCELLANEOUS ACTIONS.

(a) Notwithstanding any other provision of this Agreement, no single Revolving Credit Lender independently may exercise any right of action or enforcement against or with respect to any Loan Party.

(b) Each Agent shall be fully justified in failing or refusing to take action under this Agreement or any Loan Document on behalf of any Revolving Credit Lender unless that Agent shall first:

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

(ii) be indemnified to that Agent’s satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by that Agent by reason of taking or continuing to take any such action, unless such action had been grossly negligent, in willful misconduct, or in bad faith.

(c) Each Agent may establish reasonable procedures for the providing of direction and instructions from the Revolving Credit Lenders to that Agent, including its reliance on multiple counterparts, facsimile transmissions, and time limits within which such direction and instructions must be received in order to be included in a determination of whether the requisite Revolving Credit Lenders have provided their direction, Consent, or instructions.

15.5. ACTIONS REQUIRING BORROWERS’ REPRESENTATIVE’S CONSENT.

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

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(b) The Borrowers’ Representative’s consent to the amendment of those provisions referenced in Section 15.5(a) (i) shall be deemed given unless written objection is made, within seven (7) Business Days following the Administrative Agent’s giving notice to the Borrowers’ Representative of the proposed amendment, and (ii) shall not be required following the occurrence of any Event of Default.

15.6. NONCONSENTING REVOLVING CREDIT LENDER.

(a) In the event that a Revolving Credit Lender (in this Section 15.6, a “NonConsenting Revolving Credit Lender”) does not provide its Consent to a proposal by the Administrative Agent to take action which requires Unanimous Consent and that has been approved by the Majority Revolving Credit Lenders, then the Borrowers’ Representative may require the assignment, without recourse and in accordance with the procedures outlined in Section 16.1, below, of the NonConsenting Revolving Credit Lender’s Revolving Credit Dollar Commitment hereunder to one or more Eligible Assignees on five (5) days written notice to the Administrative Agent and to the NonConsenting Revolving Credit Lender.

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

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

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

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

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

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

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

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

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

ARTICLE 16 - ASSIGNMENTS BY REVOLVING CREDIT LENDERS:

16.1. ASSIGNMENTS AND ASSUMPTIONS.

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

(a) Unless such assignment is to a Person that is a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund, the Administrative Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any Assignee Revolving Credit Lender having a Revolving Credit Dollar Commitment of less than the “minimum hold” amount specified in Section 16.1(c).

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

(c) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender’s Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender’s Revolving Credit Dollar Commitment) shall not be less than $5,000,000.00.

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

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

(a) The parties to such an assignment shall execute and deliver to the Administrative Agent, for recording in the Register, an Assignment and Acceptance substantially in the form of EXHIBIT 16.1, annexed hereto (an “Assignment and Acceptance”).

(b) The Assigning Revolving Credit Lender shall deliver to the Administrative Agent, with such Assignment and Acceptance, the Revolving Credit Note held by the subject Assigning Revolving Credit Lender and the Administrative Agent’s processing fee of $3,000.00; provided, however, no such processing fee shall be due where the Assigning Revolving Credit Lender is one of the Revolving Credit Lenders at the initial execution of this Agreement.

(c) The Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of the Revolving Credit Lenders and of the Revolving Credit Dollar Commitment and Revolving Credit Percentage Commitment of each Revolving Credit Lender. The Register shall be available for inspection by the Revolving Credit Lenders at any reasonable time and from time to time upon reasonable prior notice. In the absence of manifest error, the entries in the Register shall be conclusive and binding on all Revolving Credit Lenders. The Administrative Agent and the Revolving Credit Lenders may treat each Person whose name is recorded in the Register as a “Revolving Credit Lender” hereunder for all purposes of this Agreement.

(d) The Assigning Revolving Credit Lender and Assignee Revolving Credit Lender, directly between themselves, shall make all appropriate adjustments in payments for periods prior to the effective date of an Assignment and Assumption.

16.3. EFFECT OF ASSIGNMENT.

(a) From and after the effective date specified in an Assignment and Acceptance which has been executed, delivered, and recorded (which effective date the Administrative Agent may delay by up to five (5) Business Days after the delivery of such Assignment and Acceptance):

(i) The Assignee Revolving Credit Lender:

(A) Shall be a party to this Agreement and the other Loan Documents (and to any amendments thereof) as fully as if the Assignee Revolving Credit Lender had executed each.

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

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

(iii) The Administrative Agent shall undertake to obtain and distribute replacement Revolving Credit Notes to the subject Assigning Revolving Credit Lender and Assignee Revolving Credit Lender.

(b) By executing and delivering an Assignment and Acceptance, the parties thereto confirm to and agree with each other and with all parties to this Agreement as to those matters which are set forth in the subject Assignment and Acceptance.

ARTICLE 17 - NOTICES:

17.1. NOTICE ADDRESSES. All notices, demands, and other communications made in respect of any Loan Document (other than a request for a loan or advance or other financial accommodation under the Revolving Credit Facility) shall be made to the following addresses, each of which may be changed upon seven (7) days written notice to all others given by certified mail, return receipt requested:

If to either Agent:

Bank of America, N.A.

100 Federal Street, 9^th Floor

Boston, Massachusetts 02110


Attention:		Kathleen Dimock
		Managing Director

Fax: 617-434-4312


E-Mail:		kathleen.dimock@baml.com

With a copy to:

Riemer & Braunstein LLP

Three Center Plaza

Boston, Massachusetts 02108


Attention:		Kevin J. Simard Esquire

Fax: 617-880-3456


E-Mail:		ksimard@riemerlaw.com

If to the Borrowers’ Representative and all Loan Parties:

Casual Male Retail Group, Inc.

555 Turnpike Street

Canton, Massachusetts 02021


Attention:		Dennis Hernreich
		Chief Financial Officer

Fax: 781-828-3221


E-Mail:		dhernreich@cmal.com

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With a copy to:

Greenberg Traurig LLP

One International Place

Boston, Massachusetts 02110


Attention:		Jonathan Bell, Esquire

Fax: 617-310-6001


E-Mail:		bellj@gtlaw.com

17.2. NOTICE GIVEN.

(a) Except as otherwise specifically provided herein, notices shall be deemed made and correspondence received, as follows (all times being local to the place of delivery or receipt):

(i) By mail: the sooner of when actually received or three (3) days following deposit in the United States mail, postage prepaid.

(ii) By recognized overnight express delivery: the Business Day following the day when sent.

(iii) By hand: If delivered on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, when delivered. Otherwise, at the opening of the then next Business Day.

(iv) By facsimile transmission (which must include a header on which the party sending such transmission is indicated): If sent on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, one (1) hour after being sent. Otherwise, at the opening of the then next Business Day.

(v) By electronic communication (including e-mail and Internet or intranet websites): unless the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (B) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (A) of notification that such notice or communication is available and identifying the website address therefor.

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(b) Rejection or refusal to accept delivery and inability to deliver because of a changed address or Facsimile Number for which no due notice was given shall each be deemed receipt of the notice sent.

17.3. WIRE INSTRUCTIONS. Subject to change in the same manner that a notice address may be changed (as to which, see Section 17.1), wire transfers to the Administrative Agent shall be made in accordance with the following wire instructions:


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

ARTICLE 18 - TERM:

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

18.2. ACTIONS ON TERMINATION.

(a) On the Termination Date, the Loan Parties shall pay the Administrative Agent (whether or not then due), in immediately available funds, all then Liabilities including, without limitation: the following:

(i) The entire balance of the Loan Account (including the unpaid principal balance of the Loans and SwingLine Loan).

(ii) Any then remaining unpaid installments of the Commitment Fees.

(iii) Any then remaining unpaid installments of the Administrative Agent’s Fee.

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

(v) Any accrued and unpaid Unused Line Fee.

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

(b) On the Termination Date, the Loan Parties shall also shall make such arrangements concerning any L/C’s then outstanding as are reasonably satisfactory to the Administrative Agent (such as their being cash collateralized at 103 % of their then Stated Amount).

(c) Until such payment (Section 18.2(a)) and arrangements concerning L/C’s (Section 18.2(b)), all provisions of this Agreement, other than those included in Article 2 which place any obligation on the Administrative Agent or any Revolving Credit Lender to make any loans or advances or to provide any financial accommodations to any Borrower shall remain in full force and effect until all Liabilities shall have been paid in full.

(d) The release by the Collateral Agent of the Collateral Interests granted the Collateral Agent by the Loan Parties hereunder may be upon such conditions and indemnifications as the Administrative Agent reasonably may require.

ARTICLE 19 - GENERAL:

19.1. PROTECTION OF COLLATERAL. No Agent has any duty as to the collection or protection of the Collateral beyond the safe custody of such of the Collateral as may come into the possession of that Agent.

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

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

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

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19.5. AMENDMENTS. COURSE OF DEALING.

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

(b) Each Loan Party may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Administrative Agent. Subject to Article 16, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Administrative Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Administrative Agent shall be in reliance upon all representations and warranties theretofore made to the Administrative Agent by or on behalf of the Loan Parties (and any other guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

19.6. POWER OF ATTORNEY. In connection with all powers of attorney included in this Agreement, each Loan Party hereby grants unto the Administrative Agent (acting through any of its officers) full power to do any and all things necessary or appropriate in connection with the exercise of such powers as fully and effectually as that Loan Party might or could do, hereby ratifying all that said attorney shall do or cause to be done by virtue of this Agreement. No power of attorney set forth in this Agreement shall be affected by any disability or incapacity suffered by any Loan Party and each shall survive the same. All powers conferred upon the Administrative Agent or the Collateral Agent by this Agreement, being coupled with an interest, shall be irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Administrative Agent.

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

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19.8. INCREASED COSTS. If, as a result of any Requirement of Law, or of the interpretation or application thereof by any court or by any governmental or other authority or entity charged with the administration thereof, whether or not having the force of law, which on and after the Closing Date:

(a) subjects any Revolving Credit Lender to any taxes or changes the basis of taxation, or increases any existing taxes, on payments of principal, interest or other amounts payable by any Loan Party to the Administrative Agent or any Revolving Credit Lender under this Agreement (except for taxes on the Administrative Agent or any Revolving Credit Lender based on net income or capital imposed by the jurisdiction in which the principal or lending offices of the Administrative Agent or that Revolving Credit Lender are located);

(b) imposes, modifies or deems applicable any reserve, cash margin, special deposit or similar requirements against assets held by, or deposits in or for the account of or loans by or any other acquisition of funds by the relevant funding office of any Revolving Credit Lender;

(d) imposes on any Revolving Credit Lender a requirement to maintain or allocate capital in relation to the Liabilities;

and the result of any of the foregoing, in such Revolving Credit Lender’s reasonable opinion, is to increase the cost to that Revolving Credit Lender of making or maintaining any loan, advance or financial accommodation or to reduce the income receivable by that Revolving Credit Lender in respect of any loan, advance or financial accommodation by an amount which that Revolving Credit Lender deems to be material, then upon written notice from the Administrative Agent, from time to time, to the Borrowers’ Representative (such notice to set out in reasonable detail the facts giving rise to and a summary calculation of such increased cost or reduced income), the Loan Parties shall forthwith pay to the Administrative Agent, for the benefit of the subject Revolving Credit Lender, upon receipt of such notice, that amount which shall compensate the subject Revolving Credit Lender for such additional cost or reduction in income.

19.9. COSTS AND EXPENSES OF AGENTS AND REVOLVING CREDIT LENDERS.

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

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(b) The Loan Parties shall pay from time to time on demand all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Revolving Credit Lenders to Lenders’ Special Counsel.

(c) Each Loan Party authorizes the Administrative Agent to pay all such fees and expenses and in the Administrative Agent’s reasonable discretion, to add such fees and expenses to the Loan Account.

(d) In connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Agent may require such indemnities and collateral security as it shall reasonably deem necessary and appropriate to protect the Secured Parties against (i) loss on account of credits previously applied to the Liabilities that may subsequently be reversed or revoked, (ii) any obligations that may thereafter arise with respect to the Banking Services Obligations, and (iii) any Liabilities that may thereafter arise under this Section 19.9 and Section 19.12 hereof.

(e) The undertaking on the part of each Loan Party in this Section 19.9 shall survive payment of the Liabilities and/or any termination, release, or discharge executed by any Agent in favor of any Loan Party, other than a termination, release, or discharge which makes specific reference to this Section 19.9.

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

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

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19.12. INDEMNIFICATION. The Borrowers’ Representative and each Loan Party shall indemnify, defend, and hold each Agent and each Revolving Credit Lender and any of their respective employees, officers, or agents (each, an “Indemnified Person”) harmless of and from any claim brought or threatened against any Indemnified Person by any Loan Party, any other guarantor or endorser of the Liabilities, or any other Person (as well as from reasonable attorneys’ fees, expenses, and disbursements in connection therewith) on account of the relationship of the Borrowers’ Representative, the Loan Parties or of any other guarantor or endorser of the Liabilities, including all costs, expenses, liabilities, and damages as may be suffered by any Indemnified Person in connection with (x) the Collateral; (y) the occurrence of any Event of Default; or (z) the exercise of any rights or remedies under any of the Loan Documents (each of claims which may be defended, compromised, settled, or pursued by the Indemnified Person with counsel of the Administrative Agent’s selection, but at the expense of the Borrowers’ Representative and the Loan Parties) other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and any other Indemnified Person has had an opportunity to be heard), which determination includes a specific finding that the Indemnified Person seeking indemnification had acted in a grossly negligent manner or in actual bad faith or willful misconduct. This indemnification shall survive payment of the Liabilities and/or any termination, release, or discharge executed by the Administrative Agent in favor of the Borrowers’ Representative and/or the Loan Parties, other than a termination, release, or discharge duly executed on behalf of the Administrative Agent which makes specific reference to this Section 19.12.

19.13. RULES OF CONSTRUCTION. The following rules of construction shall be applied in the interpretation, construction, and enforcement of this Agreement and of the other Loan Documents:

(a) Unless otherwise specifically provided for herein, interest and any fee or charge which is stated as a per annum percentage shall be calculated based on a 360 day year and actual days elapsed.

(b) Words in the singular include the plural and words in the plural include the singular.

(c) Any reference, herein, to a circumstance or event’s having “more than a de minimis adverse effect” and any similar reference is to a circumstance or event which (x) in a well managed enterprise, would receive the active attention of senior management with a view towards its being reversed or remedied; or (y) if not reversed or remedied could reasonably be expected to lead to its becoming a material adverse effect.

(d) Titles, headings (indicated by being underlined or shown in SMALL CAPITALS) and any Table of Contents are solely for convenience of reference; do not constitute a part of the instrument in which included; and do not affect such instrument’s meaning, construction, or effect.

(e) The words “includes” and “including” are not limiting.

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(f) Text which follows the words “including, without limitation” (or similar words) is illustrative and not limitational.

(g) Text which is shown in italics (except for parenthesized italicized text), shown in bold, shown IN ALL CAPITAL LETTERS, or in any combination of the foregoing, shall be deemed to be conspicuous.

(h) The words “may not” are prohibitive and not permissive.

(i) Any reference to a Person’s “knowledge” (or words of similar import) are to such Person’s knowledge assuming that such Person has undertaken reasonable and diligent investigation with respect to the subject of such “knowledge” (whether or not such investigation has actually been undertaken).

(j) Terms which are defined in one section of any Loan Document are used with such definition throughout the instrument in which so defined.

(k) “Dollars” and the symbol “$” refers to United States Dollars.

(l) Unless limited by reference to a particular Section or provision, any reference to “herein”, “hereof”, or “within” is to the entire Loan Document in which such reference is made.

(m) References to “this Agreement” or to any other Loan Document is to the subject instrument as amended to the date on which application of such reference is being made.

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

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

(i) Unless otherwise provided (I) the day of the act, event, or default from which the designated period of time begins to run shall not be included and the last day of the period so computed shall be included unless such last day is not a Business Day, in which event the last day of the relevant period shall be the then next Business Day and (II) the period so computed shall end at 5:00 PM on the relevant Business Day.

(ii) The word “from” means “from and including”.

(iii) The words “to” and “until” each mean “to, but excluding”.

(iv) The word “through” means “to and including”.

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

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19.14. INTENT. It is intended that:

(a) This Agreement take effect as a sealed instrument.

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

(c) All Collateral Interests created in favor of the Collateral Agent at any time and from time to time by any Loan Party secure all Liabilities, whether now existing or contemplated or hereafter arising.

(d) All reasonable costs, expenses, and disbursements incurred by any Agent, and, to the extent provide in Section 19.9 each Revolving Credit Lender, in connection with such Person’s relationship(s) with any Loan Party shall be borne by the Loan Parties.

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

19.15. PARTICIPATIONS. Each Revolving Credit Lender may sell participations to one or more financial institutions (each, a “Participant”) in that Revolving Credit Lender’s interests herein, provided that no such participation shall include any provision which accords that Participant with any rights, vis a vis any Agent, with respect to any requirement herein for approval by a requisite number or proportion of the Revolving Credit Lenders. No such sale of a participation shall relieve a Revolving Credit Lender from that Revolving Credit Lender’s obligations hereunder nor obligate any Agent to any Person other than a Revolving Credit Lender.

19.16. RIGHT OF SET-OFF. Any and all deposits or other sums at any time credited by or due to any Loan Party from any Agent or any Revolving Credit Lender or any Participant or from any Affiliate of any of the foregoing, and any cash, securities, instruments or other property of any Loan Party in the possession of any of the foregoing, whether for safekeeping or otherwise (regardless of the reason such Person had received the same) to the extent permitted by law, shall at all times constitute security for all Liabilities and for any and all obligations of each Loan Party to each Agent and such Revolving Credit Lender or any Participant or such Affiliate and following the occurrence of an Event of Default may be applied or set off against the Liabilities and against such obligations at any time, whether or not such are then due and whether or not other collateral is then available to any Agent or that Revolving Credit Lender.

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19.17. PLEDGES TO FEDERAL RESERVE BANKS. Nothing included in this Agreement shall prevent or limit any Revolving Credit Lender, to the extent that such Revolving Credit Lender is subject to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act (12 U.S.C. §341) from pledging all or any portion of that Revolving Credit Lender’s interest and rights under this Agreement; provided, however, neither such pledge nor the enforcement thereof shall release the pledging Revolving Credit Lender from any of its obligations hereunder or under any of the Loan Documents.

19.18. MAXIMUM INTEREST RATE. Regardless of any provision of any Loan Document, neither any Agent nor any Revolving Credit Lender shall be entitled to contract for, charge, receive, collect, or apply as interest on any Liability, any amount in excess of the maximum rate imposed by Applicable Law. Any payment which is made which, if treated as interest on a Liability would result in such interest’s exceeding such maximum rate shall be held, to the extent of such excess, as additional collateral for the Liabilities as if such excess were “Collateral.”

19.19. WAIVERS.

(a) The Borrowers’ Representative and each Loan Party (and all guarantors, endorsers, and sureties of the Liabilities) make each of the waivers included in Section 19.19(b), below, knowingly, voluntarily, and intentionally, and understands that each Agent and each Revolving Credit Lender, in establishing the facilities contemplated hereby and in providing loans and other financial accommodations to or for the account of the Loan Parties as provided herein, whether not or in the future, is relying on such waivers.

(b) THE BORROWERS’ REPRESENTATIVE, EACH LOAN PARTY, AND EACH SUCH GUARANTOR, ENDORSER, AND SURETY RESPECTIVELY WAIVES THE FOLLOWING:

(i) Except as otherwise specifically required hereby, notice of non-payment, demand, presentment, protest and all forms of demand and notice, both with respect to the Liabilities and the Collateral.

(ii) Except as otherwise specifically required hereby or under applicable law, the right to notice and/or hearing prior to an Agent’s exercising of that Agent’s rights upon default.

(iii) THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH ANY AGENT OR ANY REVOLVING CREDIT LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST ANY AGENT OR ANY REVOLVING CREDIT LENDER OR IN WHICH ANY AGENT OR ANY

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

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

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

19.20. ADDITIONAL WAIVERS.

(a) The Liabilities are the joint and several obligations of each Borrower. To the fullest extent permitted by Applicable Law, the obligations of each Borrower hereunder shall not be affected by (i) the failure of any Agent or any Revolving Credit Lender to assert any claim or demand or to enforce or exercise any right or remedy against any other Borrower under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, or any release of the obligations of any other Borrower from any of the terms or provisions of, this Agreement, any other Loan Document, or any other agreement, or (iii) the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Collateral Agent or any Revolving Credit Lender.

(b) The obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of any Agent or any Revolving Credit Lender to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any default, failure or delay, willful or otherwise, in the performance of the Liabilities, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the indefeasible payment in full in cash of all the Liabilities).

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

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

(d) Upon payment by any Borrower of any Liabilities, all rights of such Borrower against any other Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Liabilities. In addition, any indebtedness of any Borrower now or hereafter held by any other Borrower is hereby subordinated in right of payment to the prior payment in full of the Liabilities. None of the Borrowers will demand, sue for, or otherwise attempt to collect any such indebtedness. If any amount shall erroneously be paid to any Borrower on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Borrower, such amount shall be held in trust for the benefit of the Agent and the Revolving Credit Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Liabilities, whether matured or unmatured, in accordance with the terms of the Loan Documents.

19.21. REPLACEMENT OF REVOLVING CREDIT LENDERS.

(a) If any Revolving Credit Lender (i) is a Deteriorating Revolving Credit Lender or a Delinquent Revolving Credit Lender or (ii) requests compensation under Section 2.19(c) or Section 19.8, then the Borrowers’ Representative may, at its sole expense and effort, upon notice to such Revolving Credit Lender and the Administrative Agent, require such Revolving Credit Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 16.2), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Revolving Credit Lender, if a Revolving Credit Lender accepts such assignment), provided that:

(i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 16.2(b);

(ii) such Revolving Credit Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); and

-131-

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

A Revolving Credit Lender shall not be required to make any such assignment or delegation if, prior thereto, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each Revolving Credit Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Revolving Credit Lender, as assignor, any Assignment and Acceptance or other agreement necessary to effectuate any assignment of such Revolving Credit Lender’s interests hereunder in the circumstances contemplated by this Section 19.21 in the event any such Revolving Credit Lender fails to execute the agreements required under Article 16 in connection with an assignment pursuant to this Section 19.21, and any such agreements so executed by the assignee and Administrative Agent shall be effective for purposes of this Section 19.21 and for Article 16.

(b) In the event that such Revolving Credit Lender fails to deliver to the Administrative Agent the Revolving Credit Note held by such Revolving Credit Lender (or a lost note affidavit containing customary indemnification provisions), then:

(i) Unless otherwise approved by the Borrowers’ Representative and the Administrative Agent, the amounts otherwise to be paid to such Revolving Credit Lender as described above shall be paid to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to such Revolving Credit Lender upon delivery of the Revolving Credit Note (or a lost note affidavit containing customary indemnification provisions) held by such Revolving Credit Lender.

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

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

(iv) The assignee shall have succeeded to all rights and become subject to all of the obligations of such Revolving Credit Lender as “Revolving Credit Lender”.

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

-132-

19.23. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Article 3, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, pdf or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

19.24. EXISTING LOAN AGREEMENT AMENDED AND RESTATED. Upon satisfaction of the conditions precedent to the effectiveness of this Agreement, (a) this Agreement shall amend and restate the Existing Loan Agreement in its entirety (except to the extent that definitions from the Existing Loan Agreement are incorporated herein by reference) and (b) the rights and obligations of the parties under the Existing Loan Agreement shall be subsumed within, and be governed by, this Agreement; provided, however, that the Borrowers hereby agree that (i) the L/Cs outstanding under, and as defined in, the Existing Loan Agreement on the Closing Date shall be L/Cs outstanding hereunder, and (ii) all Liabilities of the Loan Parties under, and as defined in, the Existing Loan Agreement shall remain outstanding, shall constitute continuing Liabilities secured by the Collateral, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities.

[SIGNATURE PAGES FOLLOW]

-133-


THE BORROWERS’ REPRESENTATIVE:

CASUAL MALE RETAIL GROUP, INC.

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

BORROWERS:

CASUAL MALE RETAIL GROUP, INC.

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

CMRG APPAREL, LLC

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

S-1


ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

BANK OF AMERICA, N.A.

By:		/s/ Kahtleen A. Dimock
Name:		Kathleen A. Dimock
Title:		Managing Director

THE REVOLVING CREDIT LENDERS:

BANK OF AMERICA, N.A.
(REVOLVING CREDIT LENDER)

By		/s/ Kahtleen A. Dimock
Name:		Kathleen A. Dimock
Title:		Managing Director

S-2


PNC BANK, NATIONAL ASSOCIATION
(REVOLVING CREDIT LENDER)

By:		/s/ Dean Newman
Name:		Dean Newman
Title:		Relationship Manager

S-3


WELLS FARGO BANK, NATIONAL ASSOCIATION
(REVOLVING CREDIT LENDER)

By: /s/ Connie Lin
Name: Connie Lin
Title: Vice President

S-4


JPMORGAN CHASE BANK, N.A.
(REVOLVING CREDIT LENDER)

By: /s/ Kelly G. Maier
Name: Kelly G. Maier
Title: Vice President

1247018.10

S-5

Exhibit 1.0(a)

Casual Male Companies


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

EXHIBIT 1.0(a)

CASUAL MALE COMPANIES

LOGO

Exhibit 1.0(b)

Guarantors


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

Exhibit 1.1

Permitted Encumbrances

Debtor Name

Jurisdiction

Type

File Date

File No.

Secured Party Name

Status

Description

Casual Male Retail Group, Inc.

Delaware

UCC-1

08/03/04

42171181

NMHG Financial Services, Inc.

Active

Sweeper/Scrubber

Casual Male Retail Group, Inc.

Delaware

UCC-1

04/13/05

51144345

Siemens Financial Services, Inc.

Active

RapidSORT Controller

Casual Male Retail Group, Inc.

Delaware

UCC-1

09/21/05

52915453

De Lage Landen Financial Services, Inc.

Active

DMX2000 for AS400 System

Casual Male Retail Group, Inc.

Delaware

UCC-1

09/22/05

52937432

Xerox Corporation

Active

Color Copier

Casual Male Retail Group, Inc.

Delaware

UCC-1

12/01/05

53712156

Cisco Systems Capital Corporation

Active

Routers and Ethernet Computer Networking and Telecommunications Equipment

Casual Male Retail Group, Inc.

Delaware

UCC-1

05/01/06

61457340

IOS Capital

Active

Copiers/Scanners/Fax

Casual Male Retail Group, Inc.

Delaware

UCC-1

08/07/07

3172516

Banc of America Leasing & Capital, LLC

Active

Store equipment and fixtures, signage, distribution equipment and POS Equipment

Casual Male Retail Group, Inc.

Delaware

UCC-1

09/11/07

3439402

IKON Financial Services

Active

IKON (Generic) CPP650 Copier & Canon IR 5000

Casual Male Retail Group, Inc.

Delaware

UCC-1

09/11/07

3447181

IKON Financial Services

Active

Copier/Scanner

Casual Male Retail Group, Inc.

Delaware

UCC-1

12/28/07

4907001

De Lage Landen Financial Services, Inc.

Active

Clarion CX500 and Celerra NS502G-FD Storage Devices

Casual Male Retail Group, Inc.

Delaware

UCC-1

01/16/08

0202315

Banc of America Leasing & Capital, LLC

Active

Store equipment and fixtures, signage, distribution equipment and POS Equipment

Casual Male Retail Group, Inc.

Delaware

UCC-1

02/04/09

0385184

IBM Credit LLC

Active

IBM Value Plan Lease Reseller Software, Value Plan Lease Optical Storage Device

Exhibit 2.8

AMENDED AND RESTATED SWINGLINE NOTE


$15,000,000.00				November 10, 2010

				Boston, Massachusetts

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

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

The Administrative Agent’s books and records concerning loans and advances pursuant to the SwingLine, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness hereunder.

The principal of, and interest on, this SwingLine Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.

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

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

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

This SwingLine Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the SwingLine Lender and its successors, endorsees, and assigns.

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

This SwingLine Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument.

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

[Signatures on Next Page]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

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

Witness:	CMRG APPAREL, LLC

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

1250979.2

EXHIBIT 2.10

AMENDED AND RESTATED REVOLVING CREDIT NOTE


$17,500,000.00		November , 2010

		Boston, Massachusetts

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

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

The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.

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

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

The Borrowers, and each endorser and guarantor of this Revolving Credit Note, respectively waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent with respect to this Revolving Credit Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Revolving Credit Note.

This Revolving Credit Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the Revolving Credit Lender and its successors, endorsees, and assigns.

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

This Revolving Credit Note is delivered at the offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof), and shall take effect as a sealed instrument.

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

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

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

Witness:	CMRG APPAREL, LLC

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

1250966.2

AMENDED AND RESTATED REVOLVING CREDIT NOTE


$17,500,000.00		November , 2010

		Boston, Massachusetts

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

The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

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

Witness:	CMRG APPAREL, LLC

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

1250966.2

AMENDED AND RESTATED REVOLVING CREDIT NOTE


$17,500,000.00		November , 2010

		Boston, Massachusetts

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

The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

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

Witness:	CMRG APPAREL, LLC

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

1250966.2

AMENDED AND RESTATED REVOLVING CREDIT NOTE


$22,500,000.00		November , 2010

		Boston, Massachusetts

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

The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.

[Remainder of page left intentionally blank]


	The Borrowers:

Witness:	CASUAL MALE RETAIL GROUP, INC.

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

Witness:	CMRG APPAREL, LLC

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

1250966.2

EXHIBIT 2.23

Revolving Credit Lenders’ Commitments


Revolving Credit Lender	Revolving Credit Dollar Commitment		Revolving Credit Percentage Commitment
Bank of America, N.A.	$	22,500,000		30.000000000	%

PNC Bank, National Association	$	17,500,000		23.333333333	%

JPMorgan Chase Bank, N.A.	$	17,500,000		23.333333333	%

Wells Fargo Bank, National Association	$	17,500,000		23.333333333	%

Total	$	75,000,000		100	%

Exhibit 3.8(b)

Existing Defaults under Material Contracts

None.

Exhibit 4.2

Loan Parties’ Information


Name	Jurisdiction of Organization	Federal Tax ID #

Casual Male Retail Group, Inc.	Delaware	04-2623104

CMRG Apparel, LLC	Delaware	02-0525277

Casual Male RBT, LLC	Delaware	20-1653061

Casual Male RBT (U.K.) LLC	Delaware	20-1653147

Casual Male CANADA Inc.	Ontario, Canada	BN 86224-0074

Capture, LLC	Virginia	33-1003155

Casual Male Store, LLC	Delaware	20-1627444

Casual Male Retail Store, LLC	Delaware	20-1628392

Casual Male Direct, LLC	Delaware	20-1628414

Think Big Products LLC	Delaware	20-5572744

Canton PL Liquidating Corp.	Nevada	13-4222128

Casual Male (Europe) LLC	Delaware	26-0854419

CMRG Holdco, LLC	Delaware	26-1530177

CMRG Apparel Management, Inc.	Delaware	26-1530263

CMXL Apparel, LP	Delaware	26-153065

CMRG Global Holdings, Ltd.	Cayman Islands	TR-208869

CMRG Europe B.V.	Netherlands	NL8194.91.524.B01

EXHIBIT 4.3

TRADE NAMES

(a)(i)

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

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

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

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

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

Rochester Sport (not used)

California Big & Tall (not used)

Rochester Big & Tall Newark Park, Inc. *

Rochester Big & Tall Stevens Creek, Inc. *

* In use until (circa) July 1991

** By way of assignment pursuant to acquisition of Rochester Big & Tall Clothing on 10/29/04

TRADE NAMES ACQUIRED FROM INTELLIGENT TECHNOLOGIES, INC. d/b/a “SUPERSIZEWORLD” *

SuperSizeWorld (10/18/06 – 10/31/06) **

Big Lou Toilet Seat (not used)

MegaBand (not used)

MegaTowel (not used)

SuperSize Towel (not used)

SuperValue Towel (not used)

MegaHanger (not used)

Hangerzilla (not used)

* By way of assignment pursuant to acquisition of supersizeworld.com business of Intelligent Technologies, Inc. on 10/18/06

** The business and operations of SuperSizeWorld is conducted by Think Big Products, LLC d/b/a Living XL

TRADE NAMES USED BY CASUAL MALE RETAIL GROUP, INC.

Designs, Inc. (01/29/76 – 08/07/02)

Casual Male Retail Group, Inc. (08/08/02 – Pres.)

Levi’s Outlet by Designs *

Dockers Outlet by Designs *

Designs Exclusively Levi Strauss & Co. *

Designs Exclusively Levi’s *

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

TRADE NAMES USED BY CASUAL MALE STORE, LLC & CASUAL MALE RETAIL STORE, LLC

Casual Male (in use since 11/01/73)

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

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

Destination XL (in use since 07/08/10)

DXL (in use since 07/08/10)

TRADE NAMES USED BY THINK BIG PRODUCTS, LLC

LivingXL (in use since 11/01/06)

TRADE NAMES USED BY CASUAL MALE DIRECT, LLC

ShoesXL (in use since 01/01/07)

Think Big (in use since 01/01/93)

Think Big Direct (in use since 01/01/93)

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

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

TRADE NAMES USED BY CASUAL MALE CANADA INC.

Casual Male (in use since 05/07/04)

Casual Male Big & Tall (in use since 05/07/04)

Casual Male XL (in use since 03/24/06)

(a)(ii)

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

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


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

Exhibit 4.4(b)

Exceptions to Property Rights

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

Exhibit 4.5

Locations, Leases and Landlords

Casual Male Retail Group, Inc. (“CMRG”) leases its headquarters office, at 555 Turnpike Street, Canton, Massachusetts from Spirit SPE Canton, LLC, a Delaware limited liability company, a wholly-owned subsidiary of Spirit Finance Corporation, with a corporate address of 1431 N. Scottsdale Road, Suite 200, Scottsdale, Arizona 85254-2711. The property consists of a 1-building, 2-story multi-tenant warehouse/flex industrial facility containing 755,992 gross square feet on approximately 27.3-acre parcel of land.

As of July 31, 2010, CMRG leases and operates approximately 451 Casual Male XL stores, 1 Destination XL store and 19 Rochester Big and Tall stores. See attached schedule for leases of CMRG.

Exhibit 4.5

Locations, Leases, and Landlords

STORE

LANDLORD

Store Address

City

State

Zip

LL Name

LL Address

City

State

Zip

4295

463 SEVENTH AVE

NEW YORK CITY

New York

10018

ADAMS & COMPANY REAL ESTATE LLC

411 5TH AVENUE

NEW YORK

New York

10016-2203

5000

700 MISSION STREET

SAN FRANCISCO

California

94103

706 MISSION STREET CO LLC

JMA VENTURES

FOUR EMBARCADERO CENTER SUITE 3100

SAN FRANCISCO

California

94111

5008

9737 WILSHIRE BLVD., SUITE 100-E

BEVERLY HILLS

California

90212

BEVERLY HILLS GATEWAY, LP

OFFICE OF THE BUILDING

9777 WILSHIRE BLVD SUITE 815

BEVERLY HILLS

California

90212

5011

840 N. MICHIGAN AVENUE

CHICAGO

Illinois

60611

PMUDI, LLC

US EQUITIES ASSET MANAGEMENT, LLC

20 NORTH MICHIGAN AVE., SUITE 325

CHICAGO

Illinois

60602

5012

399 BOYLSTON STREET

BOSTON

Massachusetts

02116

SRI EIGHT 399 BOYLSTON LLC

SHORENSTEIN COMPANY LLC/CORP SECRETARY

235 MONTGOMERY ST., 16TH FLOOR

SAN FRANCISCO

California

94104

5013

1301 AVENUE OF THE AMERICAS

NEW YORK

New York

10019

1301 PROPERTIES OWNER LP

c/o PARAMOUNT GROUP, INC

1633 BROADWAY, SUITE 1801

NEW YORK

New York

10019

5014

11661 PRESTON FOREST VILLAGE RD. STE 101

DALLAS

Texas

75230

KIMCO REALTY CORPORATION

PO BOX 5020

3333 NEW HYDE PARK ROAD

NEW HYDE PARK

New York

11042-0020

5015

3157 PEACHTREE ROAD

ATLANTA

Georgia

30305

GEORGE E. MAYER & PHILIP OSBOURNE

PO BOX 2006

HIGHLANDS

North Carolina

28741

5015

3157 PEACHTREE ROAD

ATLANTA

Georgia

30305

GEORGE E. MAYER & PHILIP OSBOURNE

PO BOX 2006

HIGHLANDS

North Carolina

28741

5016

1020 CONNECTICUT AVE, NW

WASHINGTON

20036

WASHINGTON SQUARE LP, LLP

LERNER CORP, MANAGING AGENT/ LEGAL

2000 TOWER OAKS BLVD., 8TH FL

ROCKVILLE

Maryland

20852

5022

901-H SOUTH COAST DRIVE

COSTA MESA

California

92626

METRO POINTE RETAIL ASSOCIATES II

COMMERCIAL RETAIL DEPT

949 SOUTH COAST DR., SUITE 600

COSTA MESA

California

92626

5025

BISCAYNE (US1) & NE 187TH STREET

AVENTURA

Florida

33180

PRUDENTIAL INSURANCE CO. OF AMERICA

SEC COMMERCIAL REALTY GROUP, INC

7284 W. PALMETTO PARK RD. STE 210S

BOCA RATON

Florida

33433-3414

5028

1801 5TH AVENUE

SEATTLE

Washington

98101

TIMES SQUARE BUILDING LLC

VANCE CORP

1809 7TH AVE., SUITE 300

SEATTLE

Washington

98101-1313

5029

1625 NORTHERN BOULEVARD

MANHASSET

New York

11030

G&M BAHAR CORP

BAHAR CORP

108-18 QUEENS BLVD, SUITE 705

FOREST HILLS

New York

11375

5033

150 ALLENDALE RD., BLG 1, 2N FL

KING OF PRUSSIA

Pennsylvania

19406

CPW GRAT TRUSTS U/A 4/19/99, PA TRUST

WILLNER PROPERTIES

150 ALLENDALE ROAD

KING OF PRUSSIA

Pennsylvania

19406

5101

1337 NORTH MAIN STREET

WALNUT CREEK

California

94596

STOW PARTNERS

MAJORIE FREDERICKS

16 PARK AVE

WALNUT CREEK

California

94595

5103

2301 GLADES ROAD, BAY 700

BOCA RATON

Florida

33431

GLADES-BUTTS ASSOCIATES, LTD

SCHMIER & FEURRING PROPERTIES, INC. C/O

7777 GLADES ROAD, SUITE 310

BOCA RATON

Florida

33434

5401

202 RED APPLE COURT

CENTRAL VALLEY

New York

10917

CPG PARTNERS, LP

CHELSEA PROPERTY GROUP, INC

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

59059

25000 SOUTHFIELD ROAD

SOUTHFIELD

Michigan

48075

PLATINUM ASSOCIATES, L.L.C.

VELICK PROPERTIES, INC. C/O

30701 W. TEN MILE ROAD #500

FARMINGTON HILLS

Michigan

48336

59180

443 ROUTE 17 SOUTH

PARAMUS

New Jersey

07652-

ROBERT WELLS

19 SCARSDALE FARM ROAD

SCARSDALE

New York

10583

59412

150 WORCESTER ROAD

FRAMINGHAM

Massachusetts

01701-

FRAMINGHAM-150 FR REALTY LP

1051 RESERVOIR AVE.

CRANSTON

Rhode Island

02910

9052

605 NORTH 98TH STREET

OMAHA

Nebraska

68114

LUND COMPANY

120 REGENCY PARKWAY

SUITE 116

OMAHA

Nebraska

68114

9053

8721 METCALF AVENUE

OVERLAND PARK

Kansas

66212

METCALF 87 ASSOCAITES, LLC

MARKS, NELSON, VOHLAND & CAMPBELL

7701 COLLEGE BLVD., SUITE 150

OVERLAND PARK

Kansas

66210

9054

445 EAST TOWNLINE ROAD

VERNON HILLS

Illinois

60061

445 TOWNLINE INVESTMENTS, LLC

C/O TERRACO INC

3201 OLD GLENVIEW RD., SUITE 300

WILMETTE

Illinois

60091

9055

1113 KENNY CENTRE

COLUMBUS

Ohio

43220

SCHOTTENSTEIN PROPERTY GROUP

1798 FREBIS AVENUE

COLUMBUS

Ohio

43206

9056

847 S. WHITE STATION ROAD

MEMPHIS

Tennessee

38117

UNION REALTY COMPANY

BELZ ENTERPRISES

100 PEABODY PLACE SUITE 1400

MEMPHIS

Tennessee

38103

9058

1026 SOUTH BRENTWOOD BLVD.

RICHMOND HEIGHT

Missouri

63117

WAGNER ENTERPRISES, LLC

4604 SE 20TH PL

CAPE CORAL

Florida

33904

9059

26300 SOUTHFIELD ROAD

LATHRUP VILLAGE

Michigan

48076

26300 INVESTMENTS LP

C/O TERESA KARLAVAGE

30600 TELEGRAPH RD-SUITE 3244

BINGHAM FARMS

Michigan

48025

9060

3480 FAIRLANE DRIVE

ALLEN PARK

Michigan

48101

GREEN DRIVE LLC

LORMAX STERN DEVELOPMENT CO

6755 DALY ROAD

WEST BLOOMFIELD

Michigan

48322

9063

43115 CRESCENT BLVD.

NOVI

Michigan

48375

NOVI TOWN CENTER INVESTORS LLC

242 TRUMBULL STREET

HARTFORD

Connecticut

06156

9064

13967 LAKESIDE CIRCLE

STERLING HEIGHTS

Michigan

48313

LAKE BELLAIRE, LLC

MICHIGAN PROPERTY GROUP

34355 GLOUSTER CIRCLE

FARMINGTON HILLS

Michigan

48331

9066

540 US HIGHWAY 46

TOTOWA

New Jersey

07512

ABLAR ASSOCIATES, LLC

19195 MYSTIC POINTE DRIVE

UNIT 2001

AVENTURA

Florida

33180

9067

236 LAFAYETTE ROAD

MENLO PARK

New Jersey

08837

MILLED FAMILY LIMITED PARTNERSHIP

499 ERNSTON ROAD

PO BOX 741

PARLIN

New Jersey

08859

9069

7939 S. ORANGE BLOSSOM TRAIL

ORLANDO

Florida

32809

DDRM SKYVIEW PLAZA LLC

DEVELOPERS DIVERSIFIED REALTY CORP

3300 ENTERPRISE PARKWAY

BEACHWOOD

Ohio

44122

9070

11503A ROCKVILLE PIKE

ROCKVILLE

Maryland

20852

11503 ROCKVILLE PIKE LLC

c/o SAUL HOLDINGS LP

7501 WISCONSIN AVE, SUITE 1500 EAST

BETHESDA

Maryland

20814-6522

9071

1457 W. SOUTHERN AVE., SUITE 13

MESA

Arizona

85202

HJ MESA, LLC

JAKOSKY PROEPRTIES

503 32nd ST., STE 200

NEWPORT BEACH

California

92663

9072

1725 NORTH TOWN EAST BLVD., SUITE 205

MESQUITE

Texas

75150

MESQUITE EMPORIUM, LP

QUINE & ASSOCIATES, INC

PO BOX 833009

RICHARDSON

Texas

75083-3009

9073

1025 N. CENTRAL EXPRESSWAY

PLANO

Texas

75075

RREEF ASSET MANAGER

200 CRESCENT COURT

SUITE 560

DALLAS

Texas

75201

9074

5393-A WESTHEIMER

HOUSTON

Texas

77056

UPTOWN JOINT VENTURE

105 TOWN CENTER ROAD

PO BOX 60851

KING OF PRUSSIA

Pennsylvania

19406-2394

9076

4100 S. COOPER STREET

ARLINGTON

Texas

76015

GRAVLEE COMMERCIAL

5956 SHERRY LANE

SUITE 1000

DALLAS

Texas

75225

9080

1004 WEST VALLEY PARKWAY #23

ESCONDIDO

California

92025

MC STRAUSS COMPANY

990 HIGHLAND DRIVE #200

SOLANA BEACH

California

92075

9081

340 N. GLENDALE AVENUE, #340

GLENDALE

California

91206

GLENDALE GARDEN CENTER, LLC

1101 EAST 18TH STREET

LOS ANGELES

California

90021

9082

19422 NORDHOFF STREET

NORTHRIDGE

California

91324

19420 NORDOFF LLC

KELLER WILLIAMS REALTY

2701 OCEAN PARK BLVD, SUITE 140

SANTA MONICA

California

90405

9083

11075 IH-10 WEST SUITE 302

SAN ANTONIO

Texas

78230

INLAND SOUTHWEST MANAGEMENT LLC #35105

ATTN: CLAUDETTE ZOCH

5741 LEGACY DRIVE, STE 315

PLANO

Texas

75024

9084

10300 LITTLE PATUXENT PKWY, SPACE #1870

COLUMBIA

Maryland

21044

GENERAL GROWTH PROPERTIES, INC

COLUMBIA REGIONAL OFFICE/LAW/LEASING

10275 LITTLE PATUXENT PARKWAY

COLUMBIA

Maryland

21044

9105

800 BALD HILL ROAD

WARWICK

Rhode Island

02893

AIRPOST ASSOCIATES, LLC

JAN COMPANIES

35 SOCKANOSSET CROSS RD

CRANSTON

Rhode Island

02920

9106

6222 LITTLE RIVER TURNPIKE

ALEXANDRIA

Virginia

22312-

LANDMARK HHH, LLC

C/O HHH PROPERTIES CORP.

4001 WILLIAMSBURG COURT

FAIRFAX

Virginia

22032

9112

21 FAUNCE CORNER ROAD

NORTH DARTMOUTH

Massachusetts

02747-

R&D MANAGEMENT CORPORATION

810 SEVENTH AVE 10TH FLOOR

NEW YORK

New York

10019

9114

2209 W. I 240 SERVICE ROAD, SUITE 318

OKLAHOMA CITY

Oklahoma

73159-8252

WALNUT SQUARE SHOPPING CENTER LLC

C/O PRICE EDWARDS &

COMPANY

210 PARK AVE, STE 1000

OKLAHOMA CITY

Oklahoma

73102

9117

440 MIDDLESEX ROAD

TYNGSBORO

Massachusetts

01879-1021

TJ MIDDLESEX LLC & TJ MIDDLESEX II LLC

WINSLOW PROPERTY

MGMT INC

5 MILITIA DRIVE

LEXINGTON

Massachusetts

02421

9119

8735 SOUTH CICERO AVE

HOMETOWN

Illinois

60456-1018

2300 W. ST. PAUL, LLC & VISION EQUITY GROUP, LLC

KASS MANAGEMENT

SERVICES, INC

2000 N RACINE, SUITE 4400

CHICAGO

Illinois

60614

9120

17 W 180 22ND STREET

OAKBROOK TERRACE

Illinois

60181

ROSSI REAL ESTATE CORP

1015 BUTTERFIELD ROAD

DOWNERS GROVE

Illinois

60515

9123

1044 W. MERCURY BLVD.

HAMPTON

Virginia

23666-

RIVERDALE PLAZA SC LLC

RIVERDALE MANAGEMENT CO

2013 CUNNINGHAM DR., SUITE 301

HAMPTON

Virginia

23666

9124

1138 SILAS DEANE HIGHWAY

WETHERSFIELD

Connecticut

16109-

PRIME DEVELOPMENT GROUP, LLC

FIELD BROTHERS-C/O

101 MERRITT BLVD, SUITE 101

TRUMBULL

Connecticut

06611

9127

884 NORTH U.S. 31

GREENWOOD

Indiana

46142-

GREENWOOD ASSOCIATES

SKINNER&BROADBENT CO, INC THE

117 EAST WASHINGTON ST., SUITE 300

INDIANAPOLIS

Indiana

46204

Exhibit 4.5

Locations, Leases, and Landlords

STORE

LANDLORD

Store Address

City

State

Zip

LL Name

LL Address

City

State

Zip

9131

1228-1230 NIAGARA FALLS BLVD.

TONAWANDA

New York

14150-

MARVIN GARDENS PLAZA

MJ PETERSON REAL ESTATE

501 JOHN JAMES AUDUBON PARKWAY

WEST AMHERST

New York

14228

9133

5030 EAST INDEPENDENCE BLVD

CHARLOTTE

North Carolina

28212

NORTHLAKE ASSOCIATES, LLC

MR. ROBERT NEEDLE

5201 VILLAGE BLVD

WEST PALM BEACH

Florida

33407

9137

1005 BOWER PARKWAY

COLUMBIA

South Carolina

29212

DDRTC COLUMBIANA STATION II LLC

3300 ENTERPRISE PARKWAY

BEACHWOOD

Ohio

44122

9139

7800 RIVERS AVENUE

NORTH CHARLESTON

South Carolina

29406-4016

KIMCO NORTH RIVERS 692, INC

3333 NEW HYDE PARK ROAD, SUITE 100

PO BOX 5020

NEW HYDE PARK

New York

11042-0020

9142

1410 WASHINGTON STREET

HANOVER

Massachusetts

02339-

DOUGLAS T. & STEVEN J. SHER LLC AND ZFT LLC

MARTIN E. SHER

3589 LAKEVIEW DRIVE

DELRAY BEACH

Florida

33445

9144

223-227 MEMORIAL AVENUE

WEST SPRINGFIELD

Massachusetts

01089-

CIC REALTY TRUST

73 STATE STREET

SPRINGFIELD

Massachusetts

01103

9149

110 WOLF ROAD

ALBANY

New York

12205-

WILLARD ANDERSON PROPERTIES

125 WOLF ROAD

ALBANY

New York

12205

9152

4630 FACTORY STORES BLVD

MYRTLE BEACH

South Carolina

29579

COROC/MYRTLE BEACH LLC

LEASE ID#002685

3200 NORTHLINE AVE, SUITE 360

GREENSBORO

North Carolina

27408

9155

3617 NORTHWEST EXPRESSWAY

OKLAHOMA CITY

Oklahoma

73132-

DESERT HOME COMMUNITIES LLC

7911 HERSCHEL AVE.

SUITE #306

LA JOLLA

California

92037

9157

1596 GALLATIN PIKE NORTH

MADISON

Tennessee

37115-

RIVERGATE SQUARE STATION INC

ATTN: R. MARK ADDY

11501 NORTHLAKE DRIVE

CINCINNATI

Ohio

45242-1669

9159

13289 WORTH AVENUE

WOODBRIDGE

Virginia

22192

KIMCO REALTY CORP

170 W. RIDGELY ROAD SUITE 210

PO BOX 5678

LUTHERVILLE

Maryland

21093

9160

735 PROVIDENCE HIGHWAY

DEDHAM

Massachusetts

02026-

FEDERAL REALTY INVESTMENT TRUST

ATTN: LEGAL DEPARTMENT

1626 EAST JEFFERSON STREET

ROCKVILLE

Maryland

20852-4041

9161

87 BROADWAY

SAUGUS

Massachusetts

01906-

87 BROADWAY LLC

c/o HIATT

80 LITTLE BAY ROAD

NEWINGTON

New Hampshire

03801

9166

1630 MILITARY ROAD

NIAGARA FALLS

New York

14304

FASHION OUTLETS OF NIAGARA, LLC

TALISMAN NIAGARA PROPERTIES CORP

4000 PONCE DE LEON BLVD,STE 420

CORAL GABLES

Florida

33146

9168

984 POQUONNOCK RD., ROUTE 12

GROTON

Connecticut

06340-

SYRAWEISS REALTY LLC, c/o

WEICORP., INC.

P.O. BOX 577

GALES FERRY

Connecticut

06335

9171

2217A EAST 80TH AVENUE

MERRILLVILLE

Indiana

46410-

CROSSINGS AT HOBART-I, LLC

SCHOTTENSTEIN PROPERTY GRP/LEASE ADM

4300 E. FIFTH AVE

COLUMBUS

Ohio

43219

9172

5728 INTERNATIONAL DR.

ORLANDO

Florida

32819

INTERNATIONAL SHOPPES, LLC

1701 PARK CENTER DRIVE

SUITE 100

ORLANDO

Florida

32832

9174

3333 WEST HENRIETTA ROAD

HENRIETTA

New York

14623

SOUTHTOWN PLAZA ASSOCIATES

2975 BRIGHTON-HENRIETTA TOWN L

ROCHESTER

New York

14623

9175

1501 BOSTON POST ROAD

MILFORD

Connecticut

06460

SHEMITZ ASSOCIATES LP

598 PROSPECT STREET

NEW HAVEN

Connecticut

06511

9176

3806-A HIGH POINT RD., SPACE G

GREENSBORO

North Carolina

27407-

ED KELLEY PLAZA ASSOCIATES

102 W. THIRD STREET

SUITE 470

WINSTON SALEM

North Carolina

27107

9177

4664 WEST 38TH STREET

INDIANAPOLIS

Indiana

46254-

LAFAYETTE ASSOCIATES

THE SKINNER&BROADBENT CO, INC

117 EAST WASHINGTON ST., SUITE 300

INDIANAPOLIS

Indiana

46204

9178

6109 E. VIRGINIA BEACH BLVD., SUITE C

NORFOLK

Virginia

23502-

SHEPHERD INVESTMENTS, LLC

LONG AND FOSTER RE/ATTN: DOUG SHEPHERD

317 30TH STREET

VIRGINIA BEACH

Virginia

23451

9180

450 NORTH STATE ROUTE 17

PARAMUS

New Jersey

07652

PARAMUS ROLLER SKATING ARENA, INC

450 RIVER DRIVE

GARFIELD

New Jersey

07026

9181

6217 BALTIMORE NATIONAL PIKE

BALTIMORE

Maryland

21228-

GIANT OF MARYLAND

THE STOP & SHOP SUPERMARKET CO LLC

PO BOX 55888

BOSTON

Massachusetts

02205

9185

686 FELLS WAY

MEDFORD

Massachusetts

02155-

FELLSWAY PLAZA LIMITED PARTNERSHIP

BERENSON ASSOCIATES, INC

ONE EXETER PLAZA 10TH FLOOR

BOSTON

Massachusetts

02116

9186

2456 U.S. HIGHWAY 22

UNION

New Jersey

07083-

ISLAND HOME CENTER

C/O JAMES NOSTE

P. O. BOX 1536

UNION

New Jersey

07083-1536

9187

2195B SNELLING AVENUE SOUTH

ROSEVILLE

Minnesota

55113

MARCO PROPERTIES MANAGEMENT

21393 NOVAK AVE NORTH

SCANDIA

Minnesota

55073

9188

8000 RICHMOND ROAD

LIGHTFOOT

Virginia

23090-

6401 RICHMOND ROAD LLLP

W.H.H.TRICE & CO

4029 IRONBOUND ROAD, SUITE 300

WILLIAMSBURG

Virginia

23188

9190

4751 SOUTH 76TH STREET

GREENFIELD

Wisconsin

53220-

4739 S. 76TH LLC

ELSA’S ON THE PARK

833 NORTH JEFFERSON STREET

MILWAUKEE

Wisconsin

53202

9191

346 SO. BROADWAY

SALEM

New Hampshire

03079-

DOROTHY M. DI ORIO

24 GORDAN MOUNTAIN ROAD

WINDHAM

New Hampshire

03087

9193

2049 MIDDLE COUNTRY RD.

CENTEREACH

New York

11720-

FIVE M REALTY COMPANY

PO BOX 2213

ST JAMES

New York

11780

9194

17430-17680 W. BLUEMOUND ROAD, #11

BROOKFIELD

Wisconsin

53005

BB&K/BROWNSTONES, INC

c/o MID-AMERICA ASSET MGMT, INC

1 PARK VIEW PLAZA, 9TH FL

OAKBROOK TERRACE

Illinois

60181

9196

1845 E. COUNTY ROAD D, SUITE 180

MAPLEWOOD

Minnesota

55109-

MAPLEWOOD 2007, LLC

H.J. DEVELOPMENT INC

15600 WAYZATA BLVD., SUITE 201

WAYZATA

Minnesota

55391

9197

91 MIDDLESEX TURNPIKE

BURLINGTON

Massachusetts

01803-4914

HERITAGE BURLINGTON SQUARE LLC

CENTRO PROPERTIES GROUP

420 LEXINGTON AVE 7TH FL

NEW YORK

New York

10170

9199

HOOPER AVENUE

TOMS RIVER

New Jersey

08753

MARX REALTY & IMPROVEMENT CO., INC.

708 THIRD AVENUE, 15TH FLOOR

NEW YORK

New York

10017-4146

9200

2949 WEST ADDISON STREET

CHICAGO

Illinois

60618-

ADDISON MALL L.L.C.

FIRST AMERICAN PROPERTIES, LLC

1731 N.MARCEY STREET, SUITE 520

CHICAGO

Illinois

60614

9201

6601 NICOLLET AVENUE SOUTH

RICHFIELD

Minnesota

55423-

RICHFIELD SHOPPES, LLC

MIDWEST MANAGEMENT, INC

750 PENNSYLVANIA AVE

MINNEAPOLIS

Minnesota

55426

9202

11601 108 STREET, SUITE 528

PLEASANT PRAIRIE

Wisconsin

53158

PRIME RETAIL, LP

217 EAST REDWOOD STREET

20TH FLOOR

BALTIMORE

Maryland

21202

9204

38 ROCKLAND PLAZA

NANUET

New York

10954

CENTRO NP HOLDINGS 11 SPE, LLC

420 LEXINGTON AVE, 7TH FLOOR

NEW YORK

New York

10170

9205

5776 GRAPE ROAD

MISHAWAKA

Indiana

46545-

CHASE PROPERTIES LTD

3333 RICHMOND ROAD

SUITE 320

BEACHWOOD

Ohio

44122

9206

35592 WEST WARREN ROAD

WESTLAND

Michigan

48185-

WESTWAY PLAZA ASSOCIATES, LP

c/o TRICAP HOLDINGS

PO BOX 784

WALLED LAKE

Michigan

48390

9207

2369 CENTRAL PARK AVENUE

YONKERS

New York

10710-

B.T.M.I. LTD

ELISABETH BRENHOUSE

1045 FIFTH AVE

NEW YORK

New York

10028

9208

3576 WASHTENAW AVE., SUITE B

ANN ARBOR

Michigan

48104-

RENKEN ASSOCIATES XVI LP

230 COLLINGWOOD, SUITE 160B

ANN ARBOR

Michigan

48103

9210

2637 WEST 95TH STREET

EVERGREEN PARK

Illinois

60642-

EVERGREEN PARTNERS, LLC

PO BOX 0323

NORTHBROOK

Illinois

60065

9211

2435 FLATBUSH AVENUE

BROOKLYN

New York

11234-

PRINCE PLAZA DEVELOPMENT CORPORATION

EQUITY MANAGEMENT, LLC

1407 BROADWAY, SUITE 2100

NEW YORK

New York

10018

9213

625 COMMERCE BLVD

FAIRLESS HILLS

Pennsylvania

19030

OXFORD VALLEY ROAD ASSOCIATES, LP

C/O THE GOLDENBERG GROUP, INC

350 SENTRY PARKWAY, BLDG 630,STE 300

BLUE BELL

Pennsylvania

19422

9214

100 WEST 12 MILE ROAD

MADISON HEIGHTS

Michigan

48071-2416

MADISON PLAZA LLC

4036 TELEGRAPH ROAD

SUITE 206

BLOOMFIELD HILLS

Michigan

48302

9217

1154 POLARIS PARKWAY

COLUMBUS

Ohio

43240

CASTO SANCUS RETAIL NORTH, INC

CASTO

191 WEST NATIONWIDE BLVD., SUITE 200

COLUMBUS

Ohio

43215

9220

25180 LORAIN ROAD

NORTH OLMSTEAD

Ohio

44070

B&G PROPERTIES LP

26565 MILES ROAD 200

CLEVELAND

Ohio

44128-5929

9221

5295 HICKORY HOLLOW PARKWAY

ANTIOCH

Tennessee

37013

DEVELOPERS DIVERSIFIED REALTY CORPORATION

3300 ENTERPRISE PARKWAY

ATTN: EXECUTIVE VP - LEASING

BEACHWOOD

Ohio

44122

9223

8303 EAST KELLOGG DRIVE

WICHITA

Kansas

67207

TMC EASTGATE, LLC

1707 N. WATERFRONT PARKWAY

WICHITA

Kansas

67206

9224

4434 BAY ROAD

SAGINAW

Michigan

48603

LYNN KIRK TRUSTEE

FOR PETER ANDREW KIRK

1524 1/2 STATE STREET

SANTA BARBARA

California

93101-2514

9225

6710 GOVERNOR RITCHIE HIGHWAY

GLEN BURNIE

Maryland

21061-2319

FEDDER MANAGEMENT CORP

AUTHORIZED AGENT FOR CHESAPEAKE SQ

10096 RED RUN BLVD. SUITE 300

OWINGS MILLS

Maryland

21117

9227

23007 EUREKA ROAD

TAYLOR

Michigan

48180

SOUTH PLAZA COMPANY, LLC

DR. WILLIAM A ATHENS

19545 PARKE LANE

GROSSE ILE

Michigan

48138

9229

101 SOUTH 48TH STREET

LINCOLN

Nebraska

68510-

TAYLOR ENTERPRISES, INC.

BOX 5711 STATION C

LINCOLN

Nebraska

68505

Exhibit 4.5

Locations, Leases, and Landlords

STORE

LANDLORD

Store Address

City

State

Zip

LL Name

LL Address

City

State

Zip

9232

5106 - 5108 WHIPPLE N.W.

CANTON

Ohio

44718-

GUS & HELEN PETRAKIS

4130 50TH STREET, N.W.

CANTON

Ohio

44718

9235

G4365 MILLER ROAD

FLINT

Michigan

48507-

MARVIN HEIDENRICH

900 CYPRESS GROVE DR.

POMPANO BEACH

Florida

33069

9236

220 BALTIMORE PIKE

SPRINGFIELD TOWNSHIP

Pennsylvania

19064

JEROME & RUTH ROSOFF

LANARD & AXILBUND-C/O

399 MARKET STREET

PHILADELPHIA

Pennsylvania

19106-2183

9237

2577 SO. HAMILTON ROAD

COLUMBUS

Ohio

43232-

EASTLAND PLAZA LIMITED PARTNERSHIP

LANDMARK PROPERTIES GROUP

4848 ROUTE 8, UNIT 2

ALLISON PARK

Pennsylvania

15101

9241

7565 GREENBELT RD.

GREENBELT

Maryland

20770

COMBINED PROPERTIES, INC

1255 22ND ST. NW, 6TH FLOOR

ATTN: LEGAL DEPARTMENT

WASHINGTON

20037

9242

R1492 Rte. 9

LAKE GEORGE

New York

12845-9735

GORDON DEVELOPMENT CO, LLC

50 STATE STREET,6TH FL

ALBANY

New York

12207

9250

319 LINCOLN HWY.

FAIRVIEW HEIGHTS

Illinois

62208

GM FAIRVIEW HEIGHTS PROPERTY, LLC

PO BOX 8323

ST LOUIS

Missouri

63132

9251

ORE BANK ROAD EXTENDED

PIGEON FORGE

Tennessee

37863-

BELZ ENTERPRISES

TOWER AT PEABODY PLACE

100 PEABODY PLACE SUITE 1400

MEMPHIS

Tennessee

38103

9252

76TH & DODGE

OMAHA

Nebraska

68114

QUAPAW OMAHA LLC

PRIORITY PROPERTIES

1045 S.WOODS MILL RD., SUITE 1

TOWN & COUNTRY

Missouri

63017

9254

1359 N. LARKIN ST.

JOLIET

Illinois

60435

CREATIVITY CIRCLE, INC

MATANKY REALTY GROUP C/O

200 N. LaSALLE ST., SUITE 2350

CHICAGO

Illinois

60601-1014

9256

3256 BRUNSWICK PIKE - ROUTE 1

LAWRENCEVILLE

New Jersey

08648

LAWRENCE REALTY CO

ARTHUR ALLEN

2319 FIRST AVENUE, ROOM #206

SEATTLE

Washington

98121

9257

4755 NORTHFIELD ROAD

NORTH RANDALL

Ohio

44128-

BERTRAM LEFKOWICH

C/O MOTOR COURT CO.

30195 CHAGRIN BLVD SUITE 102W

PEPPER PIKE

Ohio

44124

9258

5212 MONROE STREET

TOLEDO

Ohio

43623

WONG PROPERTIES, INC

PO BOX 5580

TOLEDO

Ohio

43613

9260

6815 PEACH STREET, SPACE A-13

ERIE

Pennsylvania

16509

BALDWIN/RUBINO ASSOCIATES

BALDWIN BROTHERS, INC

2540 VILLAGE COMMON DRIVE

ERIE

Pennsylvania

16506-7202

9267

10027 E. WASHINGTON STREET

INDIANAPOLIS

Indiana

46229-

WASHINGTON SHOPPES LTD

THE BROADBENT COMPANY

117 EAST WASHINGTON ST., SUITE 300

INDIANAPOLIS

Indiana

46204-3614

9270

1407 N. VETERAN’S PARKWAY

BLOOMINGTON

Illinois

61704-

SSC LAKEWOOD PLAZA, LLC

191 W. NATIONWIDE BLVD

SUITE 200

COLUMBUS

Ohio

43215-2568

9271

4744 W. LINCOLN HWY.

MATTESON

Illinois

60443

EDGEMARK ASSET MANAGEMENT LLC

ROSE PLAZA

2215 YORK ROAD SUITE 503

OAKBROOK

Illinois

60523

9272

LITCHFIELD ROAD, SUITE 1

KITTERY

Maine

03904-

BRADFORD REALTY TRUST

529 ROUTE 1

SUITE 101

YORK

Maine

03909

9273

3931 28TH STREET S.E.

GRAND RAPIDS

Michigan

49512

EAST PARIS SHOPPES

THE BROADBENT COMPANY

117 EAST WSHINGTON ST/. SUITE 300

INDIANAPOLIS

Indiana

46204

9274

2450 WABASH SPACE 101

SPRINGFIELD

Illinois

62704

TROY COLLIDGE NO. 51, LLC

KMART CORP REF#3241 SPRINGFIELD, IL

3333 BEVERLY ROAD

HOFFMAN ESTATES

Illinois

60179

9278

11003 MIDLOTHIAN TURNPIKE

RICHMOND

Virginia

23235

11001 MIDLOTHIAN, LLC

15621 GENITO ROAD

AMELIA

Virginia

23002

9280

7515 McKNIGHT ROAD

PITTSBURGH

Pennsylvania

15108

RUCO ENTERPRISES

249 NORTH CRAIG STREET

LEGAL COUNSEL

PITTSBURGH

Pennsylvania

15213

9286

1819 DIXWELL AVENUE

HAMDEN

Connecticut

06514

CW PARKWAY PLAZA LLC

CENTRO PROPERTIES GROUP

420 LEXINGTON AVE., 7TH FL

NEW YORK

New York

10170

9291

351 S. COLLEGE RD, SPACE D-19

WILMINGTON

North Carolina

28403-1617

CENTRO HERITAGE SPE 4 LLC

CENTRO PROPERTIES GROUP

420 LEXINGTON AVE, 7TH FL

NEW YORK

New York

10170

9292

804 SOUTH ROAD SQUARE

POUGHKEEPSIE

New York

12601-

KEMPNER CORPORATION

257 MAMARONECK AVE

WHITE PLAINS

New York

10605

9298

1037 N. DUPONT HWY.

DOVER

Delaware

19901

CW DOVER LLC

CENTRO PROPERTY GROUP

420 LEXINGTON AVE., 7TH FL

NEW YORK

New York

10170

9299

670 COUNTY ROAD 10 NE

BLAINE

Minnesota

55432-

NORTHCOURT COMMONS RETAIL, LLC

KRAUS-ANDERSON REALTY CO

4210 WEST OLD SHAKOPEE ROAD

BLOOMINGTON

Minnesota

55437

9302

1216 S. UNIVERSITY AVENUE

LITTLE ROCK

Arkansas

72204-

BOYLE REALTY CO

6705 WEST 12TH ST. #2

LITTLE ROCK

Arkansas

72204

9304

5743 SOUTH WESTNEDGE AVENUE

PORTAGE

Michigan

49002

JAYESH C. SHARMA

6804 VERONICA STREET

KALAMAZOO

Michigan

49009

9306

677 H. KIDDER STREET

WILKES BARRE

Pennsylvania

18702

W.B. PROPERTIES, L.P.

LAWRENCE REAL ESTATE LLC/L. E. LEBENSON

1167 N. WASHINGTON ST., SUITE B

WILKES-BARRE

Pennsylvania

18705

9309

8801 UNIVERSITY AVENUE

CLIVE

Iowa

50325

UNIVERSITY PARK IMPROVEMENT, LLC

DLC MANAGEMENT CORP

PO BOX 7053

YONKERS

New York

10710

9311

3832 WILLIAM PENN HWY.

MONROEVILLE

Pennsylvania

15146-

DDK REAL ESTATE PARTNERSHIP, LP

317 MAPLE AVE

PITTSBURGH

Pennsylvania

15218

9312

109 FEDERAL ROAD

DANBURY

Connecticut

109 FEDERAL ROAD LLC

C/O SCALZO PROPERTY MANAGEMENT, INC

2 STONY HILL ROAD, SUITE 201

BETHEL

Connecticut

06801

9316

35 SO. WILLOWDALE DR. BOX 807

LANCASTER

Pennsylvania

17602-

ROCKVALE OUTLET CENTER

dba ROCKVALE SQUARE OUTLETS

35 SOUTH WILLOWDALE DR., STE 127

LANCASTER

Pennsylvania

17602

9319

3500 W 41ST STREET

SIOUX FALLS

South Dakota

57106-

NWE MANAGEMENT CO.

THE HEGG COMPANIES, C/O

1300 W. 57TH STREET

SIOUX FALLS

South Dakota

57108

9323

2400 INDUSTRIAL PARK DRIVE SPACE 450

SMITHFIELD

North Carolina

27577-

CPG FINANCE I LLC

C/O PREMIUM OUTLETS

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9324

4340 13TH AVE. SW

FARGO

North Dakota

58103-

HALLMARK VILLAGE APTS

SCHOTTENSTEIN PROPERTY GROUP

1798 FREBIS AVENUE

COLUMBUS

Ohio

43206

9327

30160 GRATIOT AVENUE

ROSEVILLE

Michigan

48066-

GRIDIRON PROPERTIES COMPANY

370 EAST MAPLE ROAD

FOURTH FLOOR

BIRMINGHAM

Michigan

48009

9330

160 GLEN COVE ROAD UNIT #1

CARLE PLACE

New York

11514-

MURRAY H. MILLER MANAGEMENT COMPANY

143 OLD COUNTRY ROAD

CARLE PLACE

New York

11514

9331

4016 LEMAY FERRY ROAD

ST LOUIS

Missouri

63129

CHOI AND LEE INVESTMENTS, LLC

14196 MANCHESTER ROAD

BALLWIN

Missouri

63011

9333

4083 VETERANS MEMORIAL PKWY

ST. PETERS

Missouri

63376

HOFGRIT, LC

727 CRAIG ROAD

SUITE 100

ST. LOUIS

Missouri

63141

9334

16819 TORRENCE AVENUE

LANSING

Illinois

60438-

KFS LANDINGS LLC

JOSEPH FREED & ASSOCIATES LLC

33 SOUTH STATE ST., SUITE 400

CHICAGO

Illinois

60603-2802

9336

220 MAIN MALL ROAD

SOUTH PORTLAND

Maine

04106-

GINN REAL ESTATE LLC

220 MAINE MALL ROAD

SOUTH PORTLAND

Maine

04106

9339

449-56 SUNRISE HWY. BLDG. K

PATCHOGUE

New York

11772-

PERGAMENT/FELDMAN REALTY, INC

1500 OLD NORTHERN BLVD

ROSLYN

New York

11576

9340

5736 SILVER HILL RD.

DISTRICT HEIGHTS

Maryland

20747-

PENN STATION SC, LLC

THE RAPPAPORT COMPANIES, C/O

8405 GREENSBORO DRIVE, SUITE 830

McLEAN

Virginia

22102-5121

9343

6528 STEUBENVILLE PIKE

PITTSBURGH

Pennsylvania

15205

McROBIN, LTD & MOSITES FAMILY GST TRUST

d/b/a ROBINSON COURT

4839 CAMPBELL’S RUN ROAD

PITTSBURGH

Pennsylvania

15205

9347

8228 E. 61ST ST., SUITE 101

TULSA

Oklahoma

74133-

DIXON REAL ESTATE COMPANY

4870 S. LEWIS

SUITE 100

TULSA

Oklahoma

74105

9348

970 LOUCKS RD.

YORK

Pennsylvania

17404

BRANDYWINE CENTER LP

BENNETT WILLIAMS, INC-C/O

110 N GEORGE ST 4TH FLOOR

YORK

Pennsylvania

17401

9349

1530 N. GREEN RIVER ROAD - BLDG. A

EVANSVILLE

Indiana

47715

PHILLIPS EDISON & CO

R. MARK ADDY, COO / PELP PROPERTIES

11501 NORTHLAKE DRIVE

CINCINNATI

Ohio

45242

9351

5799 BRAINERD ROAD

CHATTANOOGA

Tennessee

37411-

RAINES GROUP, INC

1200 MOUNTAIN CREEK ROAD

SUITE 100

CHATTANOOGA

Tennessee

37405

9356

6898 SOUTHWEST FREEWAY

HOUSTON

Texas

77074-

PHCG INVESTMENTS

P.O. BOX 41567

HOUSTON

Texas

77241

9360

5849 W. SAGINAW HWY.

LANSING

Michigan

48917-

GALILEO DELTA CENTER, LLC

ERT AUSTRALIAN MANAGEMENT, LP

420 LEXINGTON AVE, 7TH FLOOR

NEW YORK

New York

10170

9361

501 COLISEUM BLVD. EAST

FORT WAYNE

Indiana

46805-

COLISEUM SHOPPES, LP

THE BROADBENT COMPANY

117 EAST WASHINGTON ST., SUITE 300

INDIANAPOLIS

Indiana

46204

9363

527 86TH STREET

BROOKLYN

New York

11209-

DEVELOPERS REALTY CORP

CORPORATE CENTER WEST

433 SOUTH MAIN ST. SUITE 310

WEST HARTFORD

Connecticut

06110

9365

7592 FM 1960 WEST

HOUSTON

Texas

77070

COMMONS AT WILLOWBROOK, INC

CB RICHARD ELLIS/LESLIE M. LOPEZ

2800 POST OAK BLVD., SUITE 2300

HOUSTON

Texas

77056

Exhibit 4.5

Locations, Leases, and Landlords

STORE

LANDLORD

Store Address

City

State

Zip

LL Name

LL Address

City

State

Zip

9366

8704A AIRPORT FREEWAY

HURST

Texas

76053-

B.G. RENTALS LLC

3811 FOX GLEN

PO BOX 140426

IRVING

Texas

75014-0426

9367

5060A SUNRISE HWY.

MASSAPEQUA

New York

11762-

FOLKSAN REALTY ASSOCIATES

JEFFREY MANAGEMENT CORP-C/O

7 PENN PLAZA, SUITE 618

NEW YORK

New York

10010

9368

4120 BUCKEYE PARKWAY

GROVE CITY

Ohio

43123

OUTLOT 41, LLC

CONTINENTAL REAL ESTATE COMPANIES

150 EAST BROAD ST., SUITE 800

COLUMBUS

Ohio

43215

9370

7341 25TH STREET

NORTH RIVERSIDE

Illinois

60546-

IG RIVERSIDE, LLC

3607 WEST FULLERTON AVENUE

CHICAGO

Illinois

60630

9371

1692 CLEMENTS BRIDGE ROAD

WOODBURY

New Jersey

08096

LOCUST GROVE PLAZA LLC

275 N. FRANKLIN TPKE

P O BOX 369

RAMSEY

New Jersey

07446

9374

2094 BARTOW AVE. SPACE #2

BRONX

New York

10475-

BAY PLAZA WEST, LLC

PRESTIGE PROP&DEV CO, INC-C/O

546 FIFTH AVE, 15TH FLOOR

NEW YORK

New York

10036

9375

129 E. KEMPER ROAD

SPRINGDALE

Ohio

45246-

KIMCO 420, INC.

KIMCO REALTY CORP.-C/O, P.O. BOX 5020

3333 NEW HYDE PARK RD, SUITE 100

NEW HYDE PARK

New York

11042-0020

9376

7324 KENWOOD ROAD

CINCINNATI

Ohio

45236

NISBET INVESTMENT COMPANY c/o

8041 HOSBROOK ROAD

CINCINNATI

Ohio

45236

9377

6024 EAST 82ND STREET

INDIANAPOLIS

Indiana

46250-

CASTLETON SHOPPES ASSOCIATES

THE BROADBENT COMPANY

117 EAST WASHINGTON ST., SUITE 300

INDIANAPOLIS

Indiana

46204

9378

4176 NORTH 56TH STREET

MILWAUKEE

Wisconsin

53216

INLAND WESTERN MILWAUKEE MIDTOWN, LLC

INLAND US MANAGEMENT, LLC

2901 BUTTERFIELD ROAD

OAK BROOK

Illinois

60523

9379

112 BOSTON TURNPIKE

SHREWSBURY

Massachusetts

01545

DOUGLAS REALTY CO

BARRIE SHORE/MARJORIE GILBERT

245 WATERMAN ST, RM 406

PROVIDENCE

Rhode Island

02906

9380

3376 CRAIN HIGHWAY (ROUTE 301)

WALDORF

Maryland

20603

ROUTE 301 LIMITED PARTNERSHIP

UNIWEST COMMERICAL REALTY

8191 STRAWBERRY LANE SUITE 3

FALLS CHURCH

Virginia

22042

9381

4607 SHELBYVILLE RD

LOUISVILLE

Kentucky

40207

SOVEREIGN COMPANY

4053 SHELBYVILLE ROAD

PO BOX 7066

LOUISVILLE

Kentucky

40257-0066

9383

2375 COTTMAN AVE.

PHILADELPHIA

Pennsylvania

19149-

CENTRO NP ROOSEVELT MALL OWNERS, LLC

420 LEXINGTON AVE, 7TH FLOOR

NEW YORK

New York

10170

9384

7924 SPRINGBORO PIKE

MIAMISBURG

Ohio

45342-

LEVINE REALTY COMPANY

72 W. MAIN STREET

PO BOX 1848

SPRINGFIELD

Ohio

45501

9387

926 BOARDMAN-POLAND RD.

BOARDMAN

Ohio

44512-

926 PROPERTIES, LLC

926 BOARDMAN-POLAND ROAD

BOARDMAN

Ohio

44512

9388

2325 RICHMOND AVE

STATEN ISLAND

New York

10314

HEARTLAND CENTRE COMPANY

C/O INTERSTATE MGMT. CORP.

2555 OCEAN AVENUE

BROOKLYN

New York

11229

9390

3209 W. CAMP WISDOM ROAD

DALLAS

Texas

75237-2052

MACLAY PROPERTIES COMPANY, INC

7557 RAMBLER ROAD

SUITE 965

DALLAS

Texas

75231

9391

3924 KIRKWOOD HWY.

WILMINGTON

Delaware

19808-

FUSCO ENTERPRISES LLC

PO BOX 665

200 AIRPORT RD, PO BOX 665

NEW CASTLE

Delaware

19720

9393

2221 I-40 WEST

AMARILLO

Texas

79109-

BOSTON & MAYS LLC

WOLFIN SQUARE SHOPPING CENTER

914 TYLER STREET

AMARILLO

Texas

79101

9395

7619 MENTOR AVENUE

MENTOR

Ohio

44060-

NORMAN J KOTOCH

355 BISHOP ROAD

HIGHLAND HTS

Ohio

44143

9396

445 W. DEKALB PIKE - RTE. 202

KING OF PRUSSIA

Pennsylvania

19406-

COMMERCE LIMITED PARTNERSHIP

COMMERCE GROUP (THE)

1280 W. NEWPORT CENTER DRIVE

DEERFIELD BEACH

Florida

33442

9400

200 MILL CREEK DRIVE

SECAUCUS

New Jersey

HARTZ MOUNTAIN DEVELOPMENT CORP.

dba 300 LIGHTING WAY , LLC

400 PLAZA DRIVE,PO BOX 1515

SECAUCUS

New Jersey

07096-1515

9401

310 REYNOLDS ROAD SUITE A

JOHNSON CITY

New York

13790

B&F DEVELOPMENT

8927 CENTER POINTE DRIVE

BALDWINSVILLE

New York

13027

9402

8251 AGORA PARKWAY, SUITE 101

SELMA

Texas

78154

ROSE-FORUM ASSOCIATES, LP

AVR REALTY COMPANY/LEGAL DEPT

ONE EXECUTIVE BLVD

YONKERS

New York

10701

9403

19723 EASTEX FREEWAY

HOUSTON

Texas

77338-

WRI RETAIL POOL I LP

WEINGARTEN REALTY INVESTORS

PO BOX 924133

HOUSTON,

Texas

77292-4133

9404

4408 50TH STREET

LUBBOCK

Texas

79414-

STEVE COX REAL ESTATE

PO BOX 270479

FLOWER MOUND

Texas

75027

9405

7834 KINGSTON PIKE

KNOXVILLE

Tennessee

37919-

PEROULAS PARTNERSHIP

C/O AL PEROULAS

4931 KINGSTON PIKE

KNOXVILLE

Tennessee

37919

9406

3526-3528 N. UNIVERSITY AVE.

PEORIA

Illinois

61604

FLORENCE STREET PARTNERS, LP

121 NE JEFFERSON STREET

SUITE 200

PEORIA

Illinois

61602

9407

10610-D CENTRUM PARKWAY

PINEVILLE

North Carolina

28134-

KIMCO REALTY CORPORATION

3333 NEW HYDE PARK ROAD, SUITE 100

PO BOX 5020

NEW HYDE PARK

New York

11042-0020

9408

13061 LEE JACKSON MEMORIAL HWY

FAIRFAX

Virginia

22030-

REGENCY CENTERS, LP

REGENCY CENTERS CORPORATION

ONE INDEPENDENT DRIVE, SUTIE 114

JACKSONVILLE

Florida

32202-5019

9409

712 W. COUNTY ROAD #42

BURNSVILLE

Minnesota

55337-

BURNHAVEN SIX, LLC

ANDERSON PROPERTY MANAGEMENT

6205 PARKWOOD ROAD

EDINA

Minnesota

55436

9411

4500 CITY LINE AVE., BLDG. A

PHILADELPHIA

Pennsylvania

19131-

CITY CENTRE PHILADELPHIA, PA LP

FIRST ALLIED CORPORATION

270 COMMERCE DRIVE

ROCHESTER

New York

14623

9412

1400 WORCESTER STREET

NATICK

Massachusetts

01760

NATICK ASSOCIATES, LLC

39 BRIGHTON AVE

ALLSTON

Massachusetts

02134

9413

7334 SAN PEDRO BLVD.

SAN ANTONIO

Texas

78216

MWM COMMERCIAL SP LTD

REATA PROPERTY MANAGEMENT

7330 SAN PEDRO, SUITE 720

SAN ANTONIO

Texas

78216

9414

6601 MENUAL N.E.

ALBUQUERQUE

New Mexico

87110

MORIMOTO PARTNERSHIP, LLC

13625 GLENCLIFF WAY

SAN DIEGO

California

92130

9415

320 W. SUNRISE HWY.

VALLEY STREAM

New York

11581-

TOYS “R” US, INC

1 GEOFFREY WAY

WAYNE

New Jersey

07470-2030

9416

1110 PENNSYLVANIA AVENUE

BROOKLYN

New York

11207

NBO REALTY INC

666 OLD COUNTRY ROAD

GARDEN CITY

New York

11530

9417

5118-C STAPLES STREET

CORPUS CHRISTI

Texas

78411-

C.C. QUALITY CONSTRUCTION, INC

C/O CORPUS CHRISTI REALTY MGMT

4646 CORONA, P.O. BOX 81281 (78468-1281)

CORPUS CHRISTI,

Texas

78411

9419

5504 SAN BERNADO AVE. STE. 100

LAREDO

Texas

78041-

GEMINI RIO NORTE

GEMINI PROPERTY MANAGEMENT, LLC

16740 BIRKDALE COMMONS PKY, STE 301

HUNTERSVILLE

North Carolina

28078

9420

7839 EASTPOINT MALL

BALTIMORE

Maryland

21224

THOR EASTPOINT MALL LLC

THOR EQUITIES, LLC

25 WEST 39TH ST, 11TH FL

NEW YORK

New York

10018

9421

4621 S. HULEN STREET

FORT WORTH

Texas

76132

JAMES H PARKINSON FAMILY TRUST

800 EIGHT AVE, SUITE 340

FORT WORTH

Texas

76104

9422

13398 PRESTON ROAD

DALLAS

Texas

75240-

PRESTON VALLEY VIEW, LTD

VISTA PROPERTY COMPANY

8750 N. CENTRAL EXPWY, STE 625

DALLAS

Texas

75231

9424

4425 JONESTOWN ROAD

HARRISBURG

Pennsylvania

17109

DAVENPORTS, INC.

1205 MANOR DRIVE SUITE 201

PO BOX 2055

MECHANICSBURG

Pennsylvania

17055

9428

708 N. CASALOM DR., STE. 10

GRAND CHUTE (APPLETO

Wisconsin

54915-

APPLETON EXCHANGE HOLDINGS, LLC

230 OHIO STREET

SUITE 200

OSHKOSH

Wisconsin

54902

9429

1111 HAWKINS BLVD.

EL PASO

Texas

79925-

PAISANO JOINT VENTURE

1525 CAMINO ALTO

EL PASO

Texas

79902

9430

350 TARRYTOWN ROAD RTE 119

WHITE PLAINS

New York

10607-

ROGER BRADLEY REALTY ASSOC.

18 OLD MILL ROAD

REDDING

Connecticut

06896

9431

3984 EASTERN BLVD.

MONTGOMERY

Alabama

36116

REX RADIO AND TELEVISION, INC.

2875 NEEDMORE ROAD

DAYTON

Ohio

45414

9432

62 - 74 BLANDING BLVD.

ORANGE PARK

Florida

32073

DOUGLAS GROUP OF CO.

951 MATHESON BLVD. EAST

MISSISSAUGA

Ontario

L4W2R7

9433

9402 ARLINGTON EXPRESSWAY

JACKSONVILLE

Florida

32225-

JACKSONVILLE REGENCY REAL ESTATE ASSOCIATES, LLC

YALE REALTY SERVICES CORP

10 NEW KING ST., SUITE 102

WHITE PLAINS

New York

10604

9434

1755 NE 163RD STREET

NORTH MIAMI

Florida

33162

PROMENADE PROPERTY ASSOCIATES

111 S. 17TH AVE

HOLLYWOOD

Florida

33020-6801

9435

5370 US HWY 78, SUITE 5

STONE MOUNTAIN

Georgia

30087-

STONE MOUNTAIN IMPROVEMENTS, LLC

DLC MANAGEMENT CORP

1720 PEACHTREE STREET, STE 220

ATLANTA

Georgia

30309

9440

1601 WEST EDGAR RD/

LINDEN

New Jersey

07036

WHARTON REALTY GROUP, INC

ATTN: ISAAC D. MASSRY

8 INDUSTRIAL WAY EAST, 2ND FL

EATONTOWN

New Jersey

07724

9442

861 WILLISTON ROAD

S BURLINGTON

Vermont

05403

BURLINGTON INTERSTATE CENTER, LLC

EASTERN DEVELOPMENT,LLC

120 PRESIDENTIAL WAY SUITE 300

WOBURN

Massachusetts

01801

9444

RTE. 6 SCRANTON-CARBONDALE HWY

SCRANTON

Pennsylvania

18505

BD CARBONDALE LP

1518 PARKSIDE DRIVE

LAKEWOOD

New Jersey

08701

Exhibit 4.5

Locations, Leases, and Landlords

STORE

LANDLORD

Store Address

City

State

Zip

LL Name

LL Address

City

State

Zip

9445

1757 SUNRISE HWY.

BAYSHORE (L.I.)

New York

11706-

TRIANGLE PROPERTIES #3

30 JERICHO EXECUTIVE PLAZA

SUITE 300C

JERICHO

New York

11753

9447

216 HADDONFIELD ROAD

CHERRY HILL

New Jersey

08002

KIN PROPERTIES, INC.

185 NW SPANISH RIVER BLVD

SUITE 100

BOCA RATON

Florida

33431-4231

9449

8372-8374 SUDLEY ROAD

MANASSAS

Virginia

22109

COOPERSMITH VA PROPERTIES, LLC

BORGER MANAGEMENT, INC

1111 14TH STREET, NW, SUITE 200

WASHINGTON

20005

9451

1985 E. GOLF ROAD

SCHAUMBURG

Illinois

60173

INLAND SCHAUMBURG PROMENADE LLC

INLAND COMMERCIAL PROPERTY MGMT, INC

2901 BUTTERFIELD ROAD

OAK BROOK

Illinois

60523

9454

2367 MACARTHUR ROAD

WHITEHALL (ALLENTOWN

Pennsylvania

18052-

CHARLES KASYCH, JR

3330 MACARTHUR ROAD

WHITEHALL

Pennsylvania

18052

9456

2130 WALDEN AVENUE

CHEEKTOWAGA

New York

14225

DDR MDT CHEEKTOWAGA WALDEN PLACE LLC

DEVELOPERS DIVERSIFIED REALTY CORP

3300 ENTERPRISE PARKWAY

BEECHWOOD

Ohio

44122

9457

913 W. CENTRAL ENTRANCE

DULUTH

Minnesota

55811-

WATSON CENTERS, INC.

3100 WEST LAKE STREET

SUITE 215

MINNEAPOLIS

Minnesota

55416

9458

288 RTE. 10 W

SUCCASUNNA

New Jersey

07876

WESCO, INC

214 ROUTE 10

E HANOVER

New Jersey

07936

9460

7111 W. BROAD STREET

RICHMOND

Virginia

23294

T-H FAMILY LIMITED PARTNERSHIP

6606 WEST BROAD STREET

SUITE 400

RICHMOND

Virginia

23230

9461

326 RTE. 18

E. BRUNSWICK

New Jersey

08816

HARRY M. SCHNEIDER FAMILY TRUST

ELIAS L. SCHNEIDER, TRUSTEE

49 WEST PROSPECT STREET

E BRUNSWICK

New Jersey

08816

9464

RIDGE ROAD EAST

IRONDEQUOIT

New York

14621

PDQ TOPS, LLC

BALDWIN REAL ESTATE CORP, SUITE 200

1950 BRIGHTON HENRIETTA TOWNLINE RD

ROCHESTER

New York

14623

9465

695 NO. LEXINGTON-SPRINGMILL

MANSFIELD

Ohio

44906-

PAYLESS SHOE SOURCE, INC.

RETAIL PROPERTY #7023

P.O. BOX 3591

TOPEKA

Kansas

66601-3560

9466

2128 SAGAMORE PKWY. SOUTH

LAFAYETTE

Indiana

47905

BRAND INVESTMENTS

6274 EAST 375 SOUTH

LAFAYETTE

Indiana

47905

9468

2300 SOUTH ONEIDA

GREEN BAY

Wisconsin

54304

CITIZENS BANK

PFEFFERLE COMPANIES

200 E. WASHINGTON STREET, SUITE 2A

APPLETON

Wisconsin

54911

9469

4410 N. MIDKIFF ROAD

MIDLAND

Texas

79705-

PILCHERS GROUP

7001 PRESTON RD, STE 200 LB18

DALLAS

Texas

75205

9470

4815 OUTER LOOP BROWNSVILLE SQUARE

LOUISVILLE

Kentucky

40219

BROWN, NOLTEMEYER CO.

c/o CHARLES A. BROWN

2424 EAGLES EYRIE COURT

LOUISVILLE

Kentucky

40206

9471

3501 AMBASSADOR CAFFERY

LAFAYETTE

Louisiana

70503

EQUITY ONE, INC.

LOUISIANA PORTFOLIO, LLC

1600 N.E. MIAMI GARDENS DRIVE

NORTH MIAMI BEACH

Florida

33179

9472

2704 LYNNHAVEN PARKWAY, S. 105

VIRGINIA BEACH

Virginia

23452-

JLP-LYNNHAVEN VA, LLC

c/o SCHOTTENSTEIN PROP GROUP/LEASE ADM

4300 E. FIFTH AVE

COLUMBUS

Ohio

43219

9473

507 NORTH ACADEMY BOULEVARD

COLORADO SPRINGS

Colorado

80909

CITADEL CROSSING ASSOCIATES

SUMMIT COMMERCIAL GROUP, INC

1902 WEST COLORADO AVE, SUITE B

COLORADO SPRINGS

Colorado

80904

9477

1001 W.49th St., SUITE 1

HIALEAH

Florida

33012-

PALM SPRINGS MILE ASSOC, LTD

PHILIPS INTERNATIONAL HOLDING CORP

295 MADISON AVE, 2ND FL

NEW YORK

New York

10017

9478

9490 AIRLINE HIGHWAY

BATON ROUGE

Louisiana

70815-

COMMERCE GROUP, INC.

1280 W. NEWPORT CENTER DRIVE

DEERFIELD BEACH

Florida

33442

9482

S.R. 60 & I-75 #100B

BRANDON

Florida

33511-

KIMCO REALTY CORP

PO BOX 5020

3333 NEW HYDE PARK ROAD

NEW HYDE PARK

New York

11042-0020

9484

1006 W. ANTHONY DR. SUITE A&B

CHAMPAIGN

Illinois

61820-

BLOOMFIELD 2005, LLC

BLOCK & COMPANY, INC. C/O

605 W. 47TH ST., SUITE 200

KANSAS CITY

Missouri

64112

9486

9705 RESEARCH BLVD HWY. 183

AUSTIN

Texas

78759

DICK FERRELL & COMPANY

7557 RAMBLER ROAD

SUITE 1407

DALLAS

Texas

75231

9487

5755 N.W. LOOP 410 SUITE 103

SAN ANTONIO

Texas

78238-

LINEAGE GROUP, INC

ATTN: JOHN MANNIX

435 BURR ROAD

SAN ANTONIO

Texas

78209-5907

9488

4304 U.S. HIGHWAY 98 NORTH

N. LAKELAND

Florida

33809-

RLV VILLAGE PLAZA LP

RAMCO/LION VENTURE LP/STE 300

31500 NORTHWESTERN HWY, STE 300

FARMINGTON HILLS

Michigan

48334

9489

618 SOUTH ROUTE 59, SUITE 112

NAPERVILLE

Illinois

60540-

INLAND COMMERCIAL

PROPERTY MANAGEMENT, INC

2901 BUTTERFIELD RD

OAK BROOK

Illinois

60523

9490

7681 N. POINT PKWY., SUITE 500

ALPHARETTA

Georgia

30202-

CENTRO WATT OPERATING PARTNERSHIP 2, LLC

CENTRO PROPERTIES GROUP

420 LEXINGTON AVE, 7TH FL

NEW YORK

New York

10170

9491

9875 SO. DIXIE HIGHWAY

MIAMI

Florida

33156-

SHOE BANK INC.

C/O B. HANNA

9241 S.W. 140TH STREET

MIAMI

Florida

33176

9494

355 E. ALTAMONTE DR. #1000

ALTAMONTE SPRINGS

Florida

32701-

KIMCO REALTY CORP

PO BOX 5020

3333 NEW HYDE PARK RD STE 100

NEW HYDE PARK

New York

11042-0020

9500

565 E. HIGHWAY 3040,SUITE# 201

LEWISVILLE

Texas

75067-

GRE VISTA RIDGE LP

P.O’B MONTGOMERY & CO

13760 NOEL ROAD, SUITE 1150

DALLAS

Texas

75240

9501

1414 E. BATTLEFIELD

SPRINGFIELD

Missouri

65804-

MD DEVELOPMENT CO.

C/O MCLOUD & CO.

1949 E. SUNSHINE, SUITE 1-206

SPRINGFIELD

Missouri

65804

9502

12150 SOUTH BEYER ROAD, SPACE F050

BIRCH RUN

Michigan

48415-

BIRCH RUN OUTLETS II, LLC

105 EISENHOWER PARKWAY

7961CASMA1/

ROSELAND

New Jersey

07068

9503

135 BLOOMFIELD AVE.

BLOOMFIELD

New Jersey

07003-

BLOOMFIELD PLAZA ASSOCIATES

275 MADISON AVE, 30 th FL

NEW YORK

New York

10016

9504

3270 NICHOLASVILLE RD.

LEXINGTON

Kentucky

40503

CROSSROADS ASSOCIATES

EQUITY MGMT GROUP, INC-C/O

840 E HIGH ST, SUITE 110

LEXINGTON

Kentucky

40502

9505

6010 GLENWOOD AVENUE

RALEIGH

North Carolina

27612

MUNFORD PROPERTIES, LLC

GEORGE T. MUNFORD

5509 MUNFORD ROAD

RALEIGH

North Carolina

27612

9506

RT. 200 & PLANK RD

ALTOONA

Pennsylvania

16602-

CW PARK HILLS PLAZA LP

CENTRO PROPERTY GROUP/SALES AUDIT DEPT

PO BOX 962

NEW YORK

New York

10108

9507

3514 W. GENESEE ST.

SYRACUSE

New York

13219-

IRWIN & ANN KLEIN

THE SUTTON CO.

525 PLUM STREET, SUITE 100

SYRACUSE

New York

13204

9508

3301 NORTH EVERBROOK LANE

MUNCIE

Indiana

47304-

RONALD D. CLARK

CONSOLIDATED PROPERTY MANAGEMENT

1801 MAIN STREET

LAFAYETTE

Indiana

47904

9509

2091 WEST STREET, PAROLE

ANNAPOLIS

Maryland

21401-

ANNAPOLIS STATION L.L.C.

ROBERT W. DOUGLAS

10 LEIGH DRIVE

OCEAN PINES

Maryland

21811

9510

1950 PLEASANT HILL RD. STE. B

DULUTH

Georgia

30136-

COMMERCE GROUP, INC.

1280 W. NEWPORT CENTER DRIVE

DEERFIELD BEACH

Florida

33442

9513

815 GOUCHER BLVD.

TOWSON

Maryland

21286

VORNADO REALTY TRUST

210 ROUTE 4 EAST

PARAMUS

New Jersey

07652-0910

9516

4455 CLEVELAND AVE.

FT. MYERS

Florida

33901-

COMMERCE LIMITED PARTNERSHIP #9408

1280 W.NEWPORT CENTER DRIVE

DEERFIELD BEACH

Florida

33442

9518

89-55 QUEENS BLVD

ELMHURST

New York

11373-

HARMEN INVESTMENT CO., LP

91-31 QUEENS BLVD

ELMHURST

New York

11373

9521

3435 WRIGHTSBORO ROAD #1206

AUGUSTA

Georgia

30909-

RICHMOND PLAZA INVESTORS, LP

CB RICHARD ELLIS

3100 BRECKINRIDGE BLVD,SUITE 185

DULUTH

Georgia

30096

9522

7929 ABERCORN ST., SUITE 640-650

SAVANNAH

Georgia

31406-
3443

OGLETHORPE ASSOCIATES, LLLP

TRI-KELL INVESTMENTS, INC/1 OVERTON PARK

3625 CUMBERLAND BLVD, STE 530

ATLANTA

Georgia

30339

9523

1990 N. MILITARY TRAIL

WEST PALM BEACH

Florida

33409-

TIME EQUITIES, INC AS AGENT

CLINTON HILLS WPB EQUITIES, LLC

55 5TH AVE., 15TH FLOOR

NEW YORK

New York

10003

9524

3558 SOUTH WEST COLLEGE ROAD

OCALA

Florida

34474-

SELECT SITES OF ATTLEBOROUGH, INC

3109 GRAND AVE. #326

COCONUT GROVE

Florida

33133

9526

1707 MONTGOMERY HIGHWAY

BIRMINGHAM

Alabama

35244-

DEVELOPERS DIVERSIFIED REALTY CORPORATION

3300 ENTERPRISE PARKWAY

ATTN: EXECUTIVE VP - LEASING

BEACHWOOD

Ohio

44122

9527

698 SOUTH WHITNEY WAY

MADISON

Wisconsin

53711-

TRI-BELL PARTNERS, LLP

2625 RESEARCH PARK DRIVE

FITCHBURG

Wisconsin

53711-4908

9528

4199 EAST JERICHO TURNPIKE

EAST NORTHPORT

New York

11731-

EMPIRE ASSOCIATES REALTY CO

ESTATE OF SOL GOLDMAN

640 FIFTH AVE 3rd FLOOR

NEW YORK

New York

10019

9529

300 TANGER OUTLET CENTER

BRANSON

Missouri

65616

TANGER PROPERTIES LIMITED PARTNERSHIP

3200 NORTHLINE AVE

SUITE 360

GREENSBORO

North Carolina

27408

9530

2410 LAURENS ROAD

GREENVILLE

South Carolina

29607-

L.C. JULIAN, JR., LLC

P.O. BOX 2610

GREENVILLE

South Carolina

29602

9533

4130 SOUTH TAMIAMI TRAIL

SARASOTA

Florida

34231-

D-SHARON CORP 1,a FLORIDA CORP

2011 W. CLEVELAND STREET

SUITE E

TAMPA

Florida

33606

9534

936 ROUTE 22 EAST

SOMERVILLE

New Jersey

08876-

STRATIS CORP

PARK & MOUNTAIN AVENUES

SCOTCH PLAINS

New Jersey

07076

Exhibit 4.5

Locations, Leases, and Landlords

STORE

LANDLORD

Store Address

City

State

Zip

LL Name

LL Address

City

State

Zip

9540

291 THIRD AVENUE

NEW YORK

New York

MANHATTAN SKYLINE MANAGEMENT CORP

103 WEST 55TH STREET

NEW YORK

New York

10019

9541

11090 PINES BOULEVARD

PEMBROKE PINES

Florida

33026-

CP PEMBROKE PINES, LLC

SELECT STRATEGIES-BROKERAGE, FL DIV LLC

4124 TOWN CENTER BLVD

ORLANDO

Florida

32837

9545

4217 SOUTH BROADWAY AVE

TYLER

Texas

75701-

NOLAN E. AND PAUL MANZIEL

P.O. BOX 6005

110 WEST EIGHT ST

TYLER

Texas

75711

9551

3196 NORTH STATE ROAD

LAUDERDALE LAKES

Florida

33319-

KIMCO CORP

3194 SFLL0120/LCASUMA00

3333 NEW HYDE PARK ROAD

NEW HYDE PARK

New York

11042

9553

1111 LEAGUE LINE RD STE #121

CONROE

Texas

77303-

CRAIG REALTY GROUP-CONROE, LP

ATTN:MANAGER- LEASE ADM & GEN COUNSEL

4100 MACARTHUR BLVD, SUITE 200

NEWPORT BEACH

California

92660

9554

1170 WEST PATRICK ST., S. G&H

FREDERICK

Maryland

21702-

ROUTE 40 LP

ROBERT BEGELMAN-C/O

15942 SHADY GROVE ROAD

GAITERSBURG

Maryland

20877

9557

2033 LEBANON CHURCH RD SUITE C

WEST MIFFLIN

Pennsylvania

15122-

TRUMBULL CORP

1020 LEBANON ROAD

WEST MIFFLIN

Pennsylvania

15122

9558

SUITE 60 455 BELWOOD RD. S.E.

CALHOUN

Georgia

30701-

CALHOUN OUTLETS LLC

105 EISENHOWER PARKWAY

7962CASMA1/

ROSELAND

New Jersey

07068

9564

13003 WEST CENTER ROAD, S. #28

OMAHA

Nebraska

68144-

WESTWOOD PLAZA LIMITED PARTNERSHIP

MONTCLAIR PROFESSIONAL CENTER

13057 W CENTER ROAD

OMAHA

Nebraska

68144-3790

9566

5732 MCWHINNEY BOULEVARD, #E-40

LOVELAND

Colorado

80538-

CRAIG REALTY GROUP-LOVELAND, LLC

ATTN:MANAGER-LEASE ADM&GENERAL COUNSEL

4100 MACARTHUR, SUITE 200

NEWPORT BEACH

California

92660

9567

2110 WEST INTL. SPEEDWAY

DAYTONA BEACH

Florida

32114-

RICHARD J. SCHILDHORN, TRUSTEE

C/O SRA INVESTMENTS, INC.

4140 N.W. 60TH CIRCLE

BOCA RATON

Florida

33496

9568

64 TUNNEL ROAD

ASHEVILLE

North Carolina

28805-

PATCO REALTY

222 GRAND AVE

ENGLEWOOD

New Jersey

07631

9571

8115 FACTORY SHOPS BLVD

JEFFERSONVILLE

Ohio

43128

OHIO FACTORY SHOPPS PARTNERSHIP

105 EISENHOWER PARKWAY

7971CASMA1/

ROSELAND

New Jersey

07068

9573

1470 PLEASANT VALLEY RD.

MANCHESTER

Connecticut

06040

PLAZA AT BUCKHILLS, LLC

SIMON PROPERTY GROUP

225 W. WASHINGTON STREET

INDIANAPOLIS

Indiana

46204-3438

9576

11747 NORTH EXECUTIVE DRIVE, #880

EDINBURGH

Indiana

46124

CPG PARTNERS, L.P.

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9577

3040 SOUTH EVANS STREET, #103

GREENVILLE

North Carolina

27834

CENTRO HERITAGE UC GREENVILLE LLC

1 FAYETTE ST #300

CONSHOHOCKEN

Pennsylvania

19428-2064

9581

4710-B UNIVERSITY DRIVE

HUNTSVILLE

Alabama

35816

BROOKHILL MANAGEMENT CORPORATION

501 MADISON AVENUE

NEW YORK

New York

10022

9582

46220 POTOMAC RUN PLAZA

STERLING

Virginia

20164

KIMCO REALTY CORPORATION

3333 NEW HYDE PARK ROAD

SUITE 100 PO BOX 5020

NEW HYDE PARK

New York

11042-0020

9583

199 NORTH ROUTE 73, STE. A

WEST BERLIN

New Jersey

08091

ACCREDITED AUTOBALE CORP

235A N. ROUTE 73

WEST BERLIN

New Jersey

08091

9584

2778 COBB PARKWAY

ATLANTA

Georgia

30339

PEARLE VISION, INC.

LUXOTTICA RETAIL/ATTN: RETAIL LEASE DEPT

4000 LUXOTTICA PLACE

MASON

Ohio

45040

9585

1475 NORTH BURKHART RD. STE. D180

HOWELL

Michigan

48855

TANGER PROPERTIES LIMITED PARTNERSHIP

PO BOX 10889

3200 NORTHLINE AVENUE SUITE 360

GREENSBORO

North Carolina

27404

9587

320 SOUTH COLORADO BOULEVARD

GLENDALE

Colorado

80246

METROPLEX ASSET MANAGEMENT CO

BETTY HALL-C/O

PO BOX 33715

DENVER

Colorado

80233-0715

9588

655 ROUTE 318, STE. A005

WATERLOO

New York

13165

WATERLOO PREMIUM OUTLETS, LLC

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9589

1919 VALLEY VIEW BLVD., NW

ROANOKE

Virginia

24012

ROANOKE VENTURE, LLC

GOODMAN PROPERTIES INC

2870 PEACHTREE ROAD # 889

ATLANTA

Georgia

30305

9591

311 WEST MORELAND RD

WILLOW GROVE

Pennsylvania

19090

WCK LIMITED PARTNERSHIP

THE SUTTON CO

525 PLUM STREET, SUITE 100

SYRACUSE

New York

13204

9592

2522 SCOTTSVILLE ROAD

BOWLING GREEN

Kentucky

42104

J-MAR PROPERTIES, LLC

2530 SCOTTSVILLE ROAD SUITE 21

BOWLING GREEN

Kentucky

42104

9595

1039 EAST COUNTY LINE ROAD

JACKSON

Mississippi

39211

CENTRO HERITAGE COUNTY LINE LLC

c/o CENTRO PROPERTY GROUP

420 LEXINGTON AVE 7TH FL

NEW YORK

New York

10170

9596

8362 TAMARACK VILLAGE

WOODBURY

Minnesota

55125

TAMARACK VILLAGE SC, LP

ROBERT MUIR CO

7650 EDINBOROUGH WAY SUITE 375

EDINA

Minnesota

55435

9598

1757 94TH DRIVE

VERO BEACH

Florida

32966

VERO FASHION OUTLETS, LLC

IRWIN TAUBER

9551 EAST BAY HARBOR DRIVE

BAY HARBOR

Florida

33154

9604

9396 WEST 159TH STREET

ORLAND PARK

Illinois

60462

ROCKSIDE, LLC

C/O TERRACO, INC

3201 OLD GLENVIEW RD., SUITE 300

WILMETTE

Illinois

60091

9605

120 LACONIA ROAD

TILTON

New Hampshire

03276

TANGER PROPERTIES LIMITED PARTNERSHIP

3200 NORTHLINE AVE

SUITE 360

GREENSBORO

North Carolina

27408

9610

6376 EAST STATE STREET

ROCKFORD

Illinois

61108

SUNIL PURI, LLC/6370 STATE, LLC

FIRST ROCKFORD GROUP, INC/

6801 SPRING CREEK RD

ROCKFORD

Illinois

61114

9612

19504 KATY FREEWAY

HOUSTON

Texas

77094

PACIFIC SIERRA ASSOCIATES WESTGATE, LLC

WULFE MGMT SERVICES, INC/6 BLVD PLACE

1800 POST OAK BLVD, SUITE 6400

HOUSTON

Texas

77056

9613

8725 SHERIDAN BLVD. (UNIT B)

WESTMINSTER

Colorado

80030

SPRINT

14631 NORTH SCOTTSDALE RD, SUITE 200

ATTN: COMPLIANCE DEPT

SCOTTSDALE

Arizona

85254-2711

9615

4015 INTERSTATE HWY. 35, STE. 214

SAN MARCOS

Texas

78666

TANGER PROPERTIES LIMITED PARTNERSHIP

PO BOX 10889

3200 NORTHLINE AVENUE SUITE 360

GREENSBORO

North Carolina

27404

9616

800 STEVEN B. TANGER BLVD #310

COMMERCE

Georgia

30529

TANGER PROPERTIES LIMITED PARTNERSHIP

PO BOX 10889

3200 NORTHLINE AVENUE SUITE 360

GREENSBORO

North Carolina

27404

9617

6715 JONESBORO ROAD, STE. H

MORROW

Georgia

30260

SOUTH POINT SHOPPING CENTER ET. AL.

WIEDMAYER +CO. LLC c/o LEASE ADM.

PO BOX 49623

ATLANTA

Georgia

30359

9618

430 CONSUMER SQUARE

HAMILTON

New Jersey

08330

BENDERSON-WAINBERG ASSOCIATES, LP

DEVELOPERS DIVERSIFIED REALTY CORP

3300 ENTERPRISE PARKWAY

BEACHWOOD

Ohio

44122

9620

3600 SW ARCHER ROAD , #A1

GAINESVILLE

Florida

32608

S. CLARK BUTLER PROPERTIES, LTD

2306 SW 13TH ST., SUITE 1206

PO BOX 1122

GAINESVILLE

Florida

32602

9621

9600 S IH-35 SUITE 1-100

AUSTIN

Texas

78748

INLAND SOUTHWEST MANAGEMENT LLC/35102

ATTN: BRUCE SPENCER

125 NW LOOP 410, SUITE 440

SAN ANTONIO

Texas

78216

9623

1930 SOUTH WEST WANAMAKER RD.

TOPEKA

Kansas

66604

CB RICHARD ELLIS, INC

400 SW 8TH STREET

SUITE 110

TOPEKA

Kansas

66603

9624

3200 PLANK ROAD

FREDERICKSBURG

Virginia

22407

COMMERCE GROUP, INC.

1280 W. NEWPORT CENTER DRIVE

DEERFIELD BEACH

Florida

33442

9625

1041 WEST BAY AREA BLVD.

WEBSTER

Texas

77598

NP/SSP BAYBROOK, LLC

420 LEXINGTON AVE, 7TH FLOOR

LEGAL DEPT

NEW YORK

New York

10170

9627

622 WEST LINMAR LANE SUITE D25

JOHNSON CREEK

Wisconsin

53038

CPG PARTNERS, L.P.

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9629

6415 LABEAUX AVENUE NE, SUITE B-65

ALBERTVILLE

Minnesota

55301

CPG PARTNERS, LP

C/O CHELSEA PROPERTY GROUP, INC.

105 EISENHOWER PKWY

ROSELAND

New Jersey

07068

9630

2601 SOUTH MCKENZIE STREET SUITE 476

FOLEY

Alabama

36535

TANGER PROPERTIES LIMITED PARTNERSHIP

3200 NORTHLINE AVE

SUITE 360

GREENSBORO

North Carolina

27408

9631

131 NUT TREE ROAD, SUITE K

VACAVILLE

California

95687

CPG FINANCE I LLC

C/O PREMIUM OUTLETS

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9632

2700 STATE ROAD 16, STE 815

ST. AUGUSTINE

Florida

32092

CPG PARTNERS, LP

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9633

112-A TANGER DRIVE

WILLIAMSBURG

Iowa

52361

TANGER PROPERTIES LIMITED PARTNERSHIP

PO BOX 10889

3200 NORTHLINE AVENUE SUITE 360

GREENSBORO

North Carolina

27404

9635

1863 GETTYSBURG DRIVE SUITE 250

GETTYSBURG

Pennsylvania

17325

GETTYSBURG OUTLET CENTER LP

THE OUTLETS SHOPPES AT GETTYSBURG

5000 HAKES DRIVE, SUITE 500

MUSKEGON

Michigan

49441

9636

1000 ROUTE 611, UNIT A19

TANNERSVILLE

Pennsylvania

18372

CHELSEA POCONO FINANCE, LLC

105 EISENHOWER PARKWAY

TENANT ID #7852 CASMA3/

ROSELAND

New Jersey

07068

9640

13000 FOLSOM BOULEVARD, SUITE 1440

FOLSOM

California

95630

CHELSEA FINANCING PARTNERSHIP, LP

FOLSOM PREMIUM OUTLETS

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9642

550 PRIME OUTLETS BOULEVARD

HAGERSTOWN

Maryland

21740

OUTLET VILLAGE OF HAGERSTOWN LP

7969CASMA1

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9643

1911 LEESBURG GROVE CITY RD/SUITE 315

GROVE CITY

Pennsylvania

16127

PRIME RETAIL, LP

217 EAST REDWOOD STREET

20TH FLOOR

BALTIMORE

Maryland

21202

9644

314 FLAT ROCK PLACE, SUITE A135

WESTBROOK

Connecticut

06498

TANGER PROPERTIES LIMITED PARTNERSHIP

3200 NORTHLINE AVE

SUITE 360

GREENSBORO

North Carolina

27408

Exhibit 4.5

Locations, Leases, and Landlords

STORE

LANDLORD

Store Address

City

State

Zip

LL Name

LL Address

City

State

Zip

9662

5091 E. MAIN STREET

COLUMBUS

Ohio

43213

WYANDOTTE CENTER

P.O. BOX 09601

3016 MARYLAND AVE

COLUMBUS

Ohio

43209

9664

4320 EAST MILLS CIRCLE RD UNIT H

ONTARIO

California

91764

MILL CIRCLE PARTNERS, LLC

23 CORPORATE PLAZA #247

NEWP0RT BEACH

California

92660

9665

4540 HIGHWAY 54, SUITE N4

OSAGE BEACH

Missouri

65065

CPG PARTNERS, L.P.

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9668

1230 REHOBOTH OUTLETS, HIGHWAY 1

REHOBOTH BEACH

Delaware

19971

TANGER PROPERTIES LIMITED PARTNERSHIP

3200 NORTHLINE AVE

SUITE 360

GREENSBORO

North Carolina

27408

9670

10737 FACTORY SHOPS BOULEVARD

GULFPORT

Mississippi

39503

GULFPORT FACTORY SHOPS LP

7968CASMA1/

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9676

2400 TANGER BOULEVARD, STE 152

GONZALES

Louisiana

70737

TANGER PROPERTIES LIMITED PARTNERSHIP

3200 NORTHLINE AVE

SUITE 360

GREENSBORO

North Carolina

27408

9677

640 BOARDWALK BLVD

BOSSIER CITY

Louisiana

71111

LOUISIANA RIVERWALK LLC

O&S HOLDINGS, LLC - ATTN: GARY M. SAFADY

340 THE BRIDGE ST., SUITE 206

HUNTSVILLE

Alabama

35806

9680

1483 RETHERFORD STREET

TULARE

California

93274

THE WOODMONT COMPANY

ATTN: FREDERICK J. MENO

2100 W.7TH STREET

FORT WORTH

Texas

76107

9683

537 MONMOUTH RD, SPACE 322

JACKSON

New Jersey

CPG PARTNERS, L.P.

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9685

100 CITADEL DRIVE, SUITE 660

COMMERCE

California

90040

CRAIG REALTY GROUP CITADEL, LLC

ATTN: MANAGER-LEASE ADM & GENERAL COUNSE

4100 MACARTHUR BLVD, SUITE 200

NEWPORT BEACH

California

92660

9686

1740 LIGHTHOUSE PLACE

MICHIGAN CITY

Indiana

46360

CHELSEA PROPERTY GROUP

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9689

820 WEST STACY ROAD, SUITE 330

ALLEN

Texas

75013

CHELSEA ALLEN DEVELOPMENT, LP

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9690

1955 SOUTH CASINO DRIVE, SUITE 207

LAUGHLIN

Nevada

89029

PRE LAUGHLIN (NV) LLC

c/o FREDERICK J. MENO, RECEIVER

2100 W 7TH STREET

FORT WORTH

Texas

76107

9691

5001 EAST EXPRESSWAY 83, SUITE 230

MERCEDES

Texas

78570

CPG MERCEDES, LP

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9692

4840 TANGER OUTLET BLVD, SUITE 966

NORTH CHARLESTON

South Carolina

29418

TANGER PROPERTIES LIMITED PARTNERSHIP

3200 NORTHLINE AVE

SUITE 360

GREENSBORO

North Carolina

27408

9693

4401 NORTH IH 35, SUITE 869

ROUND ROCK

Texas

78664

CPG ROUND ROCK, LP

CHELSEA PROPERTY GROUP

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9694

7051 SOUTH DESERT BLVD, SUITE C-333

CANUTILLO

Texas

79835

HORIZON GROUP PROPERTIES INC

5000 HAKES DRIVE

SUITE 500

MUSKEGON

Michigan

49441

9696

18 LIGHTCAP ROAD, SUITE 167

POTTSTOWN

Pennsylvania

19464

CHELSEA LIMERICK HOLDINGS, LLC

CHELSE PROPERTY GROUP

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9697

29300 HEMPSTEAD ROAD, STE #804

CYPRESS

Texas

77433

CPG HOUSTON HOLDINGS, LP

CHELSEA PROPERTY GROUP

105 EISENHOWER PARKWAY

ROSELAND

New Jersey

07068

9698

2200 TANGER BLVD, SUITE 725

WASHINGTON

Pennsylvania

15301

TANGER PROPERTIES LIMITED PARTNERSHIP

3200 NORTHLINE AVE

SUITE 360

GREENSBORO

North Carolina

27408

9701

6433 CANOGA AVE

WOODLAND HILLS

California

91367-

PACIFIC/YOUNGMAN WOODLAND HILL

PACIFIC DEVELOPMENT GROUP

1 CORPORATE PLAZA

NEWPORT BEACH

Florida

92658

9702

2860 W. PEORIA AVENUE

PHOENIX

Arizona

85029-

GOLDBERG & OSBORNE

4707 EAST BELL ROAD

SUITE 1

PHOENIX

Arizona

85032

9703

16129 S. HAWTHORNE BLVD #F

LAWNDALE

California

90260-

MIRACLE PROPERTIES LTD

8484 WILSHIRE BLVD, SUITE 725

BEVERLY HILLS

California

90211-3270

9704

350 GELLERT BOULEVARD

DALY CITY

California

94015

EDM REALTY CORP

EDM INVESTMENTS

170 PACIFIC AVE SUITE 42

SAN FRANCISCO

California

94111

9705

319 S. WINCHESTER BLVD

SAN JOSE

California

95128

MOSCOVITZ PROPERTIES

C/O ROBERT L SOCKOLOV

188 KING STREET #303

SAN FRANCISCO

California

94107

9706

358/366 S. MOUNTAIN AVE

UPLAND

California

91786-

CT RETAIL PROPERTIES FINANCE II, LLC

KIMCO REALTY

1631-B S.MELROSE DRIVE

VISTA

California

90266

9708

675 CONTRA COSTA BLVD.

PLEASANT HILL

California

94523

KRAUSZ FAMILY TRUST

THE KRAUSZ COMPANIES, INC

44 MONTGOMERY ST., SUITE 3300

SAN FRANCISCO

California

94104

9709

1111 40TH STREET

EMERYVILLE

California

94608-

CATELLUS FINANCE 1, LLC

PROLOGIS

4545 AIRPORT WAY

DENVER

Colorado

80239

9710

1745 & 1749A ARDEN WAY

SACRAMENTO

California

95815-

F & M PARTNERSHIP

1530 J. STREET

SUITE 200

SACRAMENTO

California

95814-2053

9711

8000 AMADOR VALLEY BLVD.

DUBLIN

California

94568-

GROWERS PROPERTIES #24 LTD

c/o CARDOZA PROPERTIES, INC

101 ELLINWOOD DRIVE

PLEASANT HILL

California

94523

9712

776 NORTHRIDGE MALL

SALINAS

California

93906-

MACERICH PROPERTY MANAGEMENT CO, LLC

MACERICH BRISTOL ASSOC & NORTHRIDGE FAS*

401 WILSHIRE BLVD STE 700

SANTA MONICA

California

90401

9713

3200 SISK ROAD #G

MODESTO

California

95356-

BELCO DEVELOPMENT & INVESTMENT

P.O. BOX 727

TEMECULA

California

92593

9714

5048 N. BLACKSTONE AVE

FRESNO

California

93710-

MANCO ABBOT, INC

PO BOX 9440

FRESNO

California

93792-9440

9715

798 INLAND CENTER DRIVE

SAN BERNARDINO

California

92408

H/INLAND ENTERPRISES

WAGNER & SCUDERI

15315 MAGNOLIA BLVD.

SHERMAN OAKS

California

91403

9716

3240 EAST CAMELBACK ROAD

PHOENIX

Arizona

85018

DNS, LLC

3240 EAST CAMELBACK ROAD

PHOENIX

Arizona

85018

9717

12847 N. TATUM BLVD.

PHOENIX

Arizona

80532-

FINANCIAL TRADING AND TRANSACTING, LLC

1790 EAST RIVER ROAD, SUITE 310

TUCSON

Arizona

85718

9718

1911 SANTA ROSA AVENUE

SANTA ROSA

California

95407-

KAREN LYNN BASSO

PO BOX 1635

WINDSOR

California

95492

9719

3867 FOOTHILL BOULEVARD

PASADENA

California

91107-

HASTINGS RANCH SHOPPING CENTER, L.P.

RIVIERA CENTER MANAGEMENT COMPANY

1815 VIA EL PRADO, SUITE 300

REDONDO BEACH

California

90277

9720

1152 W. SUNSET RD

HENDERSON

Nevada

89014-

SUN SUNSET PLAZA, LLC

GRUBB & ELLIS/ LAS VEGAS

3930 HOWARD HUGES PARKWAY, SUITE 180

LAS VEGAS

Nevada

89109

9721

3699 MING AVE

BAKERSFIELD

California

93309-

MING PLAZA ASSOCIATES, LLC

121 SPEAR STREET

SUITE 250

SAN FRANCISCO

California

94105

9722

5700 E. BROADWAY

TUCSON

Arizona

85711-

S.LEONARD SCHEFF AND SUSAN SCHEFF

2720 E. BROADWAY

TUCSON

Arizona

85716

9723

3638 SOUTH BRISTOL STREET

SANTA ANA

California

92704-

METRO TOWN SQUARE, LLC

3719 SOUTH PLAZA DRIVE

SANTA ANA

California

92704

9724

1302 N. TUSTIN STREET

ORANGE

California

92667-

TUSKATELLA, LLC

PO BOX 5544

ORANGE

California

92863-5544

9726

1705 S. DECATUR BLVD.

LAS VEGAS

Nevada

89102-

PAUL & HAYA REISBORD

4540 NOELINE WAY

ENCINO

California

91436

9727

5756 PACIFIC AVENUE

STOCKTON

California

95207

STONE BROTHERS & ASSOC

5757A PACIFIC AVE, SUITE 200

STOCKTON

California

95207

9728

2220 S. 37TH STREET, SUITE#8

TACOMA

Washington

98409-

METRO PLAZA ASSOCIATES

3620 100th St. SW #A

PO BOX 98922

LAKEWOOD

Washington

98498

9729

4898 EL CAMINO REAL

LOS ALTOS

California

94022-

LOS CAMINOS ALTOS, LP

TRANS-CONTINENTAL PROPERTY MANAGEMENT

500 S. MURPHY AVE

SUNNYVALE

California

94086

9730

14725 NORTH EAST 20TH AVE

BELLEVUE

Washington

98007-

STERNCO CENTER

10510 NORTHRUP WAY N.E.

SUITE 130

KIRKLAND

Washington

98033

9731

4211 PARADISE ROAD

LAS VEGAS

Nevada

89169

DURPAT, LLC

6730 S. LAS VEGAS BLVD

LAS VEGAS

Nevada

9732

1620 S. HARBOR BLVD., SUITE A

FULLERTON

California

92632-

HARBOR 91 FREEWAY PTN

12550 WHITTIER BLVD.

WHITTIER

California

90602

9733

K-MART CTR/882 BLOSSOM HILL RD

SAN JOSE

California

95123-

SAMPSON FAMILY TRUST

8225 Vineyard Dr.

PO BOX 1887

PASO ROBLES

California

93446

9734

1101 SUPERMALL WAY

AUBURN

Washington

98001-

GLIMCHER SUPERMALL VENTURE LLC

GLIMCHER PROPERTIES LP

180 EAST BROAD STREET, 21ST FLOOR

COLUMBUS

Ohio

43215

9735

8705 SOUTH WEST HALL BLVD

BEAVERTON

Oregon

97008-

HALL BLVD.INVESTORS an OREGON

JOINT VENTURE

520 SW YAMHILL SUITE 444

PORTLAND

Oregon

97201

9736

330 SOUTH VINCENT AVE.

WEST COVINA

California

91790-

VERNON L. WILLIAMS

35391 CAMINO CAPISTRANO BEACH

CAPISTRANO

California

92624

9737

15099 HESPERIAN BLVD

SAN LEANDRO

California

94578-

HALCYON PLACE L.P.

3650 MT. DIABLO BLVD STE 103

PO BOX 1059

LAFAYETTE

California

94549

Exhibit 4.5

Locations, Leases, and Landlords

STORE

LANDLORD

Store Address

City

State

Zip

LL Name

LL Address

City

State

Zip

9738

1845 WESTWOOD BLVD

LOS ANGELES

California

90025-

10860 SANTA MONICA LLC

ATTN: F. MARIE WILLIAMS, MANAGER

10680 PICO BLVD., SUITE 315

LOS ANGELES

California

90064

9739

4055 NORTH ORACLE ROAD #101

TUCSON

Arizona

85705-

RICK MCGARREY

2920 N. SANTA ROSA PLACE

TUCSON

Arizona

85712

9742

N-6010 DIVISION ST

SPOKANE

Washington

99208-

POLAR ENTERPRISES, LLC

5426 S. QUAIL RIDGE CIRCLE

SPOKANE

Washington

99223-6386

9743

1005 PESCADARO AVE-SUITE 179

TRACY

California

95376-

KLP PROPERTIES, INC

1343 LOCUST STREET #203

WALNUT CREEK

California

94596

9744

72216 HIGHWAY 111, STE F5,F6

PALM DESERT

California

92260-

REALTY TRUST GROUP, INC

THE REMM GROUP/JAN MELANO PROP MGR

505 S. VILLA REAL, SUITE 201

ANAHEIM HILLS

California

92807

9745

17600 COLLIER AVENUE SUITE H184

LAKE ELSINORE

California

92530

CASTLE & COOKE LAKE ELSINORE OUTLET CENTERS, INC

ATTN:MANAGER-LEASE ADM AND GENERAL COUNS

4100 MACARTHUR BLVD, SUITE 200

NEWPORT BEACH

California

92660

9746

5195 LAKEWOOD BLVD

LAKEWOOD

California

90712-

LAKEWOOD ASSOCIATES, LLC

DJM CAPITAL PARTNERS/ATTN: ERIC SAHN

60 S. MARKET STREET - SUITE 1120

SAN JOSE

California

95113

9747

2990 MIDWAY DRIVE

SAN DIEGO

California

92110-

WELLS FARGO BANK, NA

333 MARKET STREET, 11TH FL

MAC #A0109-11

SAN FRANCISCO

California

94105

9748

5592 S. SEPULVEDA BLVD.

CULVER CITY

California

90230

ROBERT H. THOMPSON

TRUSTEE OF THE THOMPSON FAMILY

6317 W. SLAUSON AVENUE

CULVER CITY

California

90230

9752

1416 JANTZEN BEACH CENTER

PORTLAND

Oregon

97217

JANTZEN DYNAMIC CORPORATION

c/o JANTZEN MANAGER, LLC/MALL MGMT OFFIC

1405 JANTZEN BEACH CENTER

PORTLAND

Oregon

97217

9753

39121 FREMONT BOULEVARD

FREMONT

California

94538

KIMCO REALTY CORP

3333 NEW HYDE PARK RD #100

PO BOX 5020

NEW HYDE PARK

New York

11042-0020

9756

12544-B AMARGOSA ROAD

VICTORVILLE

California

92392

DIVERSIFIED INVESTMENT COMPANY

30240 RANCH VIEJO ROAD

SUITE B

SAN JUAN CAPISTRANO

California

92675

9757

1132 LANCASTER DRIVE, NE

SALEM

Oregon

97301

ACADEMY SQUARE LLC

TED DURANT AND ASSOCIATES

7000 SW HAMPTON ST. SUITE 130

TIGARD

Oregon

97223

9759

6160 FLORIN ROAD - SUITE B

SACRAMENTO

California

95823

G&S PROPERTIES

18 SUNNYSIDE LANE

ORINDA

California

94563

9760

5000 SOUTH ARIZONA MILLS CIRCLE

TEMPE

Arizona

85282

SIMON PROPERTY GROUP

225 WEST WASHINGTON STREET

INDIANAPOLIS

Indiana

46204

9761

5595 SOUTH VIRGINIA STREET - SUITE A

RENO

Nevada

89502

SHANKER NEVADA LLC

EUGENE BURGER MANAGEMENT CORP.

5011 MEADOWOOD MALL WAY, SUITE 200

RENO

Nevada

89502

9768

25640 THE OLD ROAD

STEVENSON RANCH

California

91381

VALENCIA MARKETPLACE I, LLC

101 N. WESTLAKE BLVD #201

WESTLAKE VILLAGE

California

91362

9769

440 BARRETT PARKWAY, SUITE 17

KENNESAW

Georgia

30144

URBAN RETAIL PROPERTIES, LLC

111 EAST WACKER DRIVE

SUITE 2400

CHICAGO

Illinois

60601

9775

2108 SOUTH CARAWAY

JONESBORO

Arkansas

72401

PHILLIPS INVESTMENTS INC.

P.O. BOX 19298

3406 STADIUM BLVD.

JONESBORO

Arkansas

72402

9777

19110A EAST 39TH STREET

INDEPENDENCE

Missouri

64057

BEST BUY STORES LP

BEST BUY CORPORATE

7601 PENN AVE SOUTH

RICHFIELD

Minnesota

55423-3645

9778

2560 WEST CHANDLER BOULEVARD, SUITE 5

CHANDLER

Arizona

85224

WESTCOR PARTNERS

11411 NORTH TATUM BOULEVARD

PHOENIX

Arizona

85028-2399

9780

7634 MALL ROAD

FLORENCE

Kentucky

41042

LAMAR ASSET MANAGEMENT & REALTY, INC

365 SOUTH STREET

MORRISTOWN

New Jersey

07960

9782

1916 SKIBO ROAD, SUITE 341

FAYETTEVILLE

North Carolina

28314-

GULFSIDE DEVELOPMENT COMPANY, INC

PO BOX 431260

SO. MIAMI

Florida

33243

9783

3272 SILAS CREEK PARKWAY

WINSTON-SALEM

North Carolina

27103

ZAREMBA GROUP, LLC

14600 DETROIT AVE.

SUITE 1500

LAKEWOOD

Ohio

44107

9787

7601 CARSON BOULEVARD

LONG BEACH

California

90808

VESTAR PROPERTY MANAGEMENT

2425 E. CAMELBACK RD

SUITE 750

PHOENIX

Arizona

85016

9788

1400 SOUTH WASHINGTON STREET

NORTH ATTLEBORO

Massachusetts

02760

NORTH ATTLEBORO MARKETPLACE III, LLC

CARPIONATO PROPERTIES, INC

1414 ATWOOD AVENUE

JOHNSTON

Rhode Island

02919

9789

301 W. ESPLANADE DRIVE

OXNARD

California

93030

CENTRO WATT PROPERTY OWNER I, LLC

C/O CENTRO PROPERTIES GROUP

420 LEXINGTON AVE., 7TH FLOOR

NEW YORK

New York

10170

9790

1457 NEW BRITAIN AVENUE

WEST HARTFORD

Connecticut

06110

FW CT-CORBINS CORNER SHOPPING CENTER, LLC

REGENCY CENTERS CORP/ATTN LEGAL DEPT

ONE INDEPENDENT DRIVE , SUITE 114

JACKSONVILLE

Florida

32203-5019

9791

2101 W. BROADWAY

COLUMBIA

Missouri

65203

RAUL WALTER PROPERTIES

1021 ASHLAND ROAD #1405

COLUMBIA

Missouri

65201-7595

9792

902 WEST KIMBERLY ROAD

DAVENPORT

Iowa

52806

DAVENPORT CENTER LIMITED PARTNERS

CHASE PROPERTIES LTD

3333 RICHMOND ROAD, SUITE 320

BEECHWOOD

Ohio

44122

9793

1392 TWIXT TOWN ROAD

MARION

Iowa

52302

COLLINS SQUARE, LLC

TRINITY PROPERTY GROUP

244 CALIFORNIA ST., SUITE 210

SAN FRANCISCO

California

94111

9795

23600 EL TORO ROAD, SUITE A

LAKE FOREST

California

92630

WALF, LLC

c/o PROPERTY MANAGEMENT

2535 TOWNSGATE RD., SUITE 310

WESTLAKE VILLAGE

California

91361

9797

10113 HOLE AVENUE

RIVERSIDE

California

92503

KERA RIVERSIDE, LLC & ARCE RIVERSIDE, LLC

AS TENANTS IN COMMON dba OFF THE MALL

390 BRIDGE PARKWAY, SUITE C

REDWOOD SHORES

California

94065

9798

700 N. JOHNSON AVENUE, SUITE 1

EL CAJON

California

92020

PACIFIC COAST COMMERCIAL

6050 SANTO ROAD

SUITE #200

SAN DIEGO

California

92124

9799

90 RHL BOULEVARD

SOUTH CHARLESTON

West Virginia

25309

WSG TRACE FORK, LP

WSG DEVELOPMENT CO

400 ARTHUR GODFREY ROAD STE200

MIAMI BEACH

Florida

33140

9800

9078 WESTVIEW ROAD

LONE TREE

Colorado

80124

SPRING VALLEY-CAMPO ROAD LLC & HOROWITZ FAMILY TRUST OF 1993

FULLER MANAGEMENT SERVICE

1515 ARAPAHOE ROAD, SUITE 1200

DENVER

Colorado

80202

9801

10359 ULMERTON ROAD

LARGO

Florida

33771

REAL GLOBAL INVESTMENTS, LLC

c/o BART R. SAUNDERS

7232 W. SAND LAKE ROAD, SUITE 202

ORLANDO

Florida

32819

9802

2733 PAPERMILL ROAD, STE X-15

WYOMISSING

Pennsylvania

19610

SPRING RIDGE, LP

C/O S RIDGE MANAGEMENT, LLC

1000 NORTH FRONT ST., SUITE 500

WORMLEYSBURG

Pennsylvania

17043

9804

945 WOLCOTT STREET

WATERBURY

Connecticut

06705

VORNADO REALTY TRUST

210 ROUTE 4 EAST

PARAMUS

New Jersey

07652-0910

9805

3737 WEST MARKET STREET, UNIT L

FAIRLAWN

Ohio

44333

ROBERT L. STARK ENTERPRISES, INC

1350 W. 3RD AVE

CLEVELAND

Ohio

44113

9806

19075 INTERSTATE 45 SOUTH, STE 400

SHENANDOAH

Texas

77385

OZ/CLP PORTOFINO, LP

SELECT STRATEGIES BROKERAGE

19075 INTERSTATE 45 SOUTH, STE 225

SHENANDOAH

Texas

77385

9807

5579 FAIRMONT PARKWAY

PASADENA

Texas

77505

FIDELIS REALTY PARTNERS

19 BRIAR HOLLOW LANE

SUITE 100

HOUSTON

Texas

77027

9808

1730 WEST FULLERTON AVENUE, UNIT 22

CHICAGO

Illinois

60614

CENTRUM PROPERTIES INC.

225 WEST HUBBARD STREET

4TH FLOOR

CHICAGO

Illinois

60610

9809

900 CAPITAL CENTER BLVD, UNIT G

LARGO

Maryland

20774

CAPITAL CENTER LLC

CAROLINE DVORAK/INLAND NW MGMT CORP

6564 REISTERSTOWN RD

BALTIMORE

Maryland

21215

9810

962 SOUTH RANDALL ROAD, UNITE B

ST. CHARLES

Illinois

60174

FUNAI, LLC dba 962 RANDALL ROAD, LLC

CARLO DiCARLO

223 WEST SPRING DR.

TWIN LAKES

Wisconsin

53181-9366

9811

2790 NW FEDERAL HIGHWAY

STUART

Florida

34994

PENN JENSEN BEACH PROPERTY, LLC

5825 SUNSET DRIVE

SUITE 210

SOUTH MIAMI

Florida

33143

9813

2306 WEST OREGON AVENUE, SPACE F-3

PHILADELPHIA

Pennsylvania

19145

FC QUARTERMASTER ASSOCIATES, L.P.

FOREST CITY RATNER COMPANIES

1 METRO TECH CENTER - 22nd FLOOR

BROOKLYN

New York

11201

9814

1208 GALLERIA BOULEVARD, STE 150

ROSEVILLE

California

95678

CREEKSIDE TOWN CENTER, LLC

CB RICHARD ELLIS

1512 EUREKA RD SUITE 100

ROSEVILLE

California

95661

9816

89 ROUTE 17 SOUTH

EAST RUTHERFORD

New Jersey

07073

LIBERTY COMMONS, LLC

FSIG , LLC

2025 ROUTE 27 SUITE 220

EDISON

New Jersey

08817

9817

8015 CITRUS PARK DRIVE

TAMPA

Florida

33625

WSG DEVELOPMENT CO

400 ARTHUR GODFREY ROAD

SUITE 200

MIAMI BEACH

Florida

33140

9818

9410-A SKOKIE BOULEVARD

SKOKIE

Illinois

60077

INLAND SKOKIE FASHION SQUARE II

INLAND COMMERCIAL PROPERTY MGMT, INC

2901 BUTTERFIELD ROAD

OAK BROOK

Illinois

60523

9820

8401A NORTH MERCIER STREET

KANSAS CITY

Missouri

64155

BTGSI COMMERCIAL, LLC

MD MANAGEMENT, INC

5201 JOHNSON DRIVE, SUITE 450

MISSION

Kansas

66205

9821

19220 ALDERWOOD MALL PARKWAY, STE 130

LYNNWOOD

Washington

98036

ALDERWOOD PARKWAY DEVELOPMENT, LLC

18323 BOTHELL EVERETT HIGHWAY

SUITE 380

MILL CREEK

Washington

98012

9822

17227 CHESTERFIELD AIRPORT ROAD, #203

CHESTERFIELD

Missouri

63005

THF CHESTERFIELD VILLAGE DEVELOPMENT, LLC

THF REALTY

2127 INNERBELT BUSINESS CTR DR,STE 200

ST. LOUIS

Missouri

63114

9823

10260 COORS BYPASS NW, SUITE B

ALBUQUERQUE

New Mexico

87114

LF II COTTONWOOD LP

c/oNORTH AMERICAN REALTY SERVICES, LLLP

7373 N. SCOTTSDALE RD, SUITE A-250

SCOTTSDALE

Arizona

85253

Exhibit 4.5

Locations, Leases, and Landlords

STORE

LANDLORD

Store Address

City

State

Zip

LL Name

LL Address

City

State

Zip

9826

2872 HIGHWAY 35 SOUTH

HAZLET

New Jersey

07730

JACKAPINO-TOLLEVSEN LLC

33 SCHANCK ROAD

HOLMDEL

New Jersey

07733

9828

40620 WINCHESTER ROAD, SUITE A

TEMECULA

California

92591-5504

PANDA EXPRESS, INC

PANDA RESTAURANT GROUP, INC

1683 WALNUT GROVE AVENUE

ROSEMEAD

California

91770

9829

5240 ROUTE 30

GREENSBURG

Pennsylvania

15601

CBL/WESTMORELAND MALL, LP

CBL & ASSO.MGMT, INC/CBL CENTER STE 500

2030 HAMILTON PLACE BLVD

CHATTANOOGA

Tennessee

37421-6000

9831

18 MARCH AVENUE

MANCHESTER

New Hampshire

03103

JDC/MANCHESTER LP

THE CW COMPANIES, INC

ONE ELM SQUARE, SUITE 2C

ANDOVER

Massachusetts

01810

9832

2448 WEST LOOP 340, SUITE 27

WACO

Texas

76711

INLANDWESTERN WACO CENTRAL LP

INLAND SW MGMT, LLC/BLDG. #35101

2201 N. CENTRAL EXPRESSWAY STE 260

RICHARDSON

Texas

75080

9833

1125-A VALLEY RIVER DRIVE

EUGENE

Oregon

97401

VALLEY RIVER NORTH LLC

G GROUP, LLC

PO BOX 529

EUGENE

Oregon

97440

9834

39445 10TH STREET WEST, SUITE E

PALMDALE

California

93551

AMARGOSA PALMDALE INVESTMENTS, LLC

433 NORTH CAMDEN DRIVE

SUITE 500

BEVERLY HILLS

California

90210

9835

790 IYANOUGH RD., SUITE 22A

HYANNIS

Massachusetts

02601

CAPE L.L.C.

1807 MARKET BLVD.

PMB 330

HASTINGS

Minnesota

55033

9840

3750 VETERANS MEMORIAL BLVD

METAIRIE

Louisiana

70002-

3750 VETERANS, LLC

450 WOODVINE AVENUE

METAIRIE

Louisiana

70005

9841

2365 NE 26TH STREET

FORT LAUDERDALE

Florida

33305

BOCA RIO CENTER ASSOCIATES

S&F3 MANAGEMENT COMPANY LLC

7777 GLADES RD, STE 212

BOCA RATON

Florida

33434

9842

12136 LAKEWOOD BOULEVARD

DOWNEY

California

90242

DOWNEY LANDING SPE, LLC

INVESTEC MANAGEMENT CORPORATION

200 EAST CARRILLO ST., SUITE 200

SANTA BARBARA

California

93101-2144

9843

17401 SOUTHCENTER PARKWAY, SUITE 141

TUKWILA

Washington

98188

WINNERS 3 LLC

117 EAST LOUISA STREET #230

SEATTLE

Washington

98102

9844

464 N. ALAFAYA TRAIL, SUITE 109

ORLANDO

Florida

32828

DENO P. DIKEOU

543 WYMORE ROAD NORTH

MAITLAND

Florida

32751

9846

444 ROUTE 211 EAST

MIDDLETOWN

New York

10940

NATIONAL REALTY & DEVELOPMENT CORP.

3 MANHATTANVILLE ROAD

PURCHASE

New York

10577-2117

9847

1444 UNION TURNPIKE

NEW HYDE PARK

New York

11040

LAKE SUCCESS SHOPPING CENTER, LLC

1526-A UNION TURNPIKE

NEW HYDE PARK

New York

11040

9848

29611 PLYMOUTH ROAD

LIVONIA

Michigan

48150

MIDDLEBELT PLYMOUTH VENTURE LLC

SCHOSTAK BROTHERS & COMPANY, INC

17800 LAUREL PARK DRIVE N. STE 200C

LIVONIA

Michigan

48152

9849

8110 WEST BELL ROAD

GLENDALE

Arizona

85308

ARROWHEAD CENTER 01, LLC

ACF PROPERTY MANAGEMENT

12411 VENTURA BLVD

STUDIO CITY

California

91604

9850

8864 S.E. SUNNYSIDE ROAD

CLACKAMAS

Oregon

97015

KIMCO REALTY CORPORATION

3333 NEW HYDE PARK ROAD

SUITE 100 PO BOX 5020

NEW HYDE PARK

New York

11042-0020

9851

12455 VICTORIA GARDENS LANE SUITE #170

RANCHO CUCAMONGA

California

91739

MONET IN RANCHO DEVELOPMENT, LLC

7914 NORTH SHADELAND AVENUE #200

ATTN: JOHN B. URBAHNS

INDIANAPOLIS

Indiana

46250

9852

4175 BALDWIN ROAD, SPACE #9

AUBURN HILLS

Michigan

48326

BALDWIN ROAD ASSOCIATES, LLC

755 WEST BIG BEAVER ROAD

SUITE 2301

TROY

Michigan

48084

9854

4615 WEST FLAMINGO

LAS VEGAS

Nevada

89103

ALLAN L DAHLE, TRUSTEE OF THE ALLAN L. DAHLE TRUST

DATED DECEMBER 27, 1993

388 E. CROSS CREEK LANE

MURRAY

Utah

84107

9855

4001 RIVERDALE ROAD

OGDEN

Utah

84405

DAHLE INVESTMENTS, LTD

6575 SO. REDWOOD ROAD

SUITE 100

TAYLORSVILLE

Utah

84123

9856

6170 SOUTH STATE STREET

MURRAY

Utah

84107

DAHLE INVESTMENTS, LTD

6575 SO. REDWOOD ROAD

SUITE 100

TAYLORSVILLE

Utah

84123

9857

1756 SOUTH STATE STREET

OREM

Utah

84097

DAHLE INVESTMENTS, LTD

6575 SO. REDWOOD ROAD

SUITE 100

TAYLORSVILLE

Utah

84123

9858

7615 FAIRVIEW AVE

BOISE

Idaho

83704

DAHLE INVESTMENTS, LTD

6575 SO. REDWOOD ROAD

SUITE 100

TAYLORSVILLE

Utah

84123

9859

585 SOUTH 24 WEST

BILLINGS

Montana

59102

DAHLE INVESTMENTS, LTD

6575 SO. REDWOOD ROAD

SUITE 100

TAYLORSVILLE

Utah

84123

9860

2285 EAST BASELINE ROAD

GILBERT

Arizona

85234

DAHLE INVESTMENTS, LTD

6575 SO. REDWOOD ROAD

SUITE 100

TAYLORSVILLE

Utah

84123

9861

14115 E. SPRAGUE AVE

SPOKANE

Washington

99216

DAHLE INVESTMENTS, LTD

6575 SO. REDWOOD ROAD

SUITE 100

TAYLORSVILLE

Utah

84123

9862

1505 POST ROAD EAST

WESTPORT

Connecticut

06880

NEW ENGLAND VIDEO OF WESTPORT, INC

860 CANAL STREET

STAMFORD

Connecticut

06902

Exhibit 4.7(b)

Consigned Inventory

None.

Exhibit 4.7(c)(ii)

Equipment Usage Agreement

Date

Bank of America, N.A.,

Administrative and Collateral Agent

MA5-100-09-09

100 Federal Street, 9^th Floor

Boston, Massachusetts 02110


Attention:		Ms. Kathy Dimock
		Managing Director

Dear Madam:

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

As an inducement for the Lenders to establish that Loan Agreement and the Lessor to lease the Leased Equipment, the Lessor and the Agent agree as follows:

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

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

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

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


		Very truly yours,

		Casual Male Retail Group, Inc.

By:

Name:

Title:

		CMRG Apparel, LLC

By:

Name:

Title:


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

By:

Name:

Title:

Schedule 1

Casual Male Retail Group, Inc.

CMRG Apparel, LLC

Exhibit 4.9

Insurance Policies

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
Workers’ Compensation	Wausau Underwriters Insurance Company	7/01/10 – 7/01/11	Statutory Requirements	Workers Compensation
	***		$1,000,000	Employers Liability - Bodily Injury By Accident – Each Accident
	******* (Premium)		$1,000,000	Employers Liability - Bodily Injury By Disease – Policy Limit
			$1,000,000	Employers Liability - Bodily Injury By Disease – Each Employee

				Federal Employer’s Liability Act
			$10,000	Bodily Injury By Accident – Each Accident
			$10,000	Bodily Injury By Disease – Policy Limit
				US Longshore & Harbor Workers’ Compensation Act
			$1,000,000	Bodily Injury By Accident – Each Accident
			$1,000,000	Bodily Injury By Disease – Each Employee
			$1,000,000	Bodily Injury By Disease – Policy Limit

				Voluntary Compensation
			$1,000,000	Bodily Injury By Accident – Each Accident
			$1,000,000	Bodily Injury By Disease – Each Employee
			$1,000,000	Bodily Injury By Disease – Policy Limit

Business Travel Accident	Federal Insurance Company (Chubb)	March 10, 2010 to March 1, 2013	$5,000,000 per Aircraft Accident	Benefit amounts varies depending on class of employee, from $75,000 to $1,000,000
	Policy # ***

General Liability	Wausau Business Insurance Company	7/01/10 – 7/01/11	$2,000,000	General Aggregate Limit
DOMESTIC	***		$2,000,000	Products & Completed Operations Limit
	******* (Premium)		$1,000,000	Personal & Advertising Injury Limit

***

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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
			$1,000,000	Each Occurrence Limit
			$1,000,000	Damage to Premises Rented to You (Any One Fire)
			$10,000	Medical Expense Limit (Any One Person)
				Employee Benefits Liability
			$2,000,000	Limits of Insurance Aggregate
			$1,000,000	Limits of Insurance – Each Employee
			7/1/02	Retro Active Date

Automobile Liability	Wausau Business Insurance Company	7/01/10 – 7/01/11	$1,000,000	Automobile Liability – Any One Accident
(All States)	***		$10,000	Auto Medical Protection – Per Person
	*** (Premium)		Statutory Minimum Limits	Personal Injury Protection
			$1,000,000	Uninsured Motorist/Underinsured Motorists

Lead Umbrella	Continental Casualty Company	7/01/10 – 7/01/11	$25,000,000	Each Incident/Aggregate
	***		$10,000	Retained Limit
	*** (Premium)

Excess Liability	Ohio Casualty Insurance Company	7/01/10 – 7/01/11	$25,000,000	Aggregate
	***		$25,000,000	Each Occurrence
	*** (Premium)		$25,000,000	Excess Lead Umbrella Limit

***

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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
Global Transit	Indemnity Insurance Co. of North America	6/30/10 – 6/30/11	$5,000,000 $500,000 $5,000,000	Per any one Conveyance Per any one Steamer/Connecting Conveyance – On Deck War Limit
	* * (Premium)			Deductible: $5,000 Deductible per claim, except losses caused by Theft/Pilferage/Hijacking/Shortage are subject to a deductible of 10% of the insured value of the shipment, which is further subject to a $10,000 minimum and no maximum deductible. Premium based on $475M Sales. Profit Sharing ⁵⁰/50

Special Contingency Coverage (K&R)	U.S. Specialty Insurance Company (PIA)	6/29/08 - 7/01/11	$10,000,000	Special Contingency Coverage
	***
	******* (Three-Year Prepaid)

All Risk Property US & Canada	Affiliated FM	6/30/10 – 6/30/11	$175,000,000	Policy Limit
	***		*******	Values
	******* (Premium)
			Included	Boiler & Machinery - Property Damage & Business Interruption
				Earth Movement, as follows:
			$175,000,000 Annual Aggregate	Scheduled Locations 1, 2 & 3
			$10,000,000 Annual Aggregate, $500,000 per location	All other locations

***

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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
			$250,000	Expediting Expenses
			$100,000 per occurrence $1,000 per item	Tree, Shrubs, Plants & Lawns
			$250,000	Pavements & Roadways
			$50,000 Annual Aggregate	Land & Water Clean Up Expense
			$250,000	Installation Floater
			$3,000,000	Newly Acquired Property (180 day reporting period)
			$3,000,000	Unnamed Locations Coverage
			$250,000	Fine Arts
			$1,000,000	Accounts Receivable
All Risk Property US & Canada (Cont)	Affiliated FM	6/30/10 – 6/30/11	$1,000,000	Valuable Papers & Records
			$1,000,000	Electronic Data Processing, Data & Media
			Policy Limit $5,000,000 Included in Item B Included in Item B	Demolition & Increased Cost of Construction, as follows: Item A: Undamaged Portion Item B: Demolition Item C: Compliance with the Law Item D: Business Interruption
			$2,000,000	Errors & Omissions
			$100,000	Transit Coverage
			$175,000,000	Terrorism Coverage & Supplemental US Certified Act of Terrorism
			$100,000	Terrorism Coverage for Locations Outside the United States
			$1,000,000	Fungus, Mold or Mildew
			$100,000	Deferred Payment
			$1,000,000	Off-Premises Service Interruption - Property Damage

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
			$10,000	Boiler & Machinery
			$25,000 48 Hours	Off-Premises Service Interruption, as follows: Property Damage Business Interruption
			48 Hours	Electronic Data Processing Equipment, Data & Media

All Risk Property UK Policy	Affiliated FM	6/30/10 – 6/30/11	$5,111,852	Policy Limit
	***		*******	Values
	******* (Premium)		Included	Boiler & Machinery – Property Damage & Business Interruption
			$5,111,852 Annual Aggregate	Earth Movement
			$5,111,852 Annual Aggregate	Flood
			$1,000,000/ 15% of reported BI values	Additional Increased Cost of Working (whichever is greater)

All Risk Property UK Policy (Cont)	Affiliated FM	6/30/10 – 6/30/11	$250,000	Seepage or influx of water
			$500,000	Brands & Labels
			$10,000	Precious Metals
			$100,000	Fire Fighting Materials & Expenses
			$250,000	Professional Fees

***

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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
			$250,000	Expediting Expenses
			$100,000 per occurrence $1,000 per item	Tree, Shrubs, Plants & Lawns not to exceed a limit of $1,000 per item
			$250,000	Paving & Roads
			$50,000 Annual Aggregate	Land & Water Clean Up Expense
			$250,000	Installation Floater
			$3,000,000	Newly Acquired Property (180 day reporting period)
			$3,000,000	Unnamed Locations Coverage
			$250,000	Fine Arts
			$1,000,000	Book Debts
			$1,000,000	Valuable Papers & Records
			$1,000,000	Electronic Data Processing, Data & Media
			Policy Limit $5,000,000 Included in Item B Included in Item B	Public Authorities, as follows: Item A: Undamaged Portion Item B: Demolition Item C: Compliance with the Law Item D: Business Interruption
			$2,000,000	Errors & Omissions
			$100,000	Transit Coverage
			Not Covered	Terrorism
			$1,000,000	Fungus, Mold or Mildew

All Risk Property UK Policy (Cont)	Affiliated FM	6/30/10 – 6/30/11	$100,000	Deferred Payment
			$1,000,000	Off-Premises Service Interruption – Property Damage
			$100,000	Arson or Theft Reward

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits

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

International Casualty	Ace American Insurance Co.	6/30/08 – 6/30/11
	***	Commercial GL	$1,000,000 each occurrence	BI/PD Coverage

***

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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
	*** (Premium)		$2,000,000 Aggregate Limit	Products/Completed Operations
			$1,000,000	Premises Damage
			$1,000,000 Aggregate Limit	Personal Injury & Advertising Injury Coverage
			$10,000	Medical Expense Limit
			$1,000,000 Each Claim	Employee Benefits Liability (subject to $1,000 deductible/claim)
			$1,000,000 Annual Aggregate	Employee Benefits Liability

		Commercial Auto	$1,000,000 Combined single limit BI/PD any one accident	Automobile Bodily Injury/Property Damage Liability Coverage
			$25,000 Any one accident	Hired Auto Physical Damage
			$25,000 Any one policy period	Hired Auto Physical Damage
			$10,000 each person	Medical Payments
			$20,000 each accident	Medical Payments

		Employers Responsibility Coverage	Voluntary Compensation Benefits:
			North Americans	State of Hire
			Third Country Nationals	Country of Origin

***

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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits

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

			$1,000,000 Policy Limit	Executive Assistance Services (including repatriation) – Medical Assistance Services
			$1,000,000 each accident	Contingent Employers Liability - BI by Accident
			$1,000,000 each employee	Contingent Employers Liability – BI by disease
			$1,000,000 policy limit	Contingent Employers Liability – BI by disease

		AD&D Coverage	$25,000 per covered persons	Employee AD&D Coverage
			$1,500,000 Aggregate Limit	Employee AD&D Coverage

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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits

Surety / Bonds	Fidelity & Deposit Company of Maryland ***	04/26/10 – 04/26/11	$76,500 Bond Amount	Sales and Use Tax, State of Nevada

Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits
Directors & Officers Liability	Chartis Insurance Company Policy No. ***	7/1/2010 – 7/1/2011	$10,000,000	Primary policy excess $250,000 Securities Claims Self Insured Retention

	St. Paul Travelers Policy No. ***	7/1/2010 – 7/1/2011	$10,000,000	Excess underlying $10,000,000

	Monitor Policy No. ***	7/1/2010 – 7/1/2011	$5,000,000	Excess underlying $20,000,000

	Allied World National Assurance Company Policy No. ***	7/1/2010 – 7/1/2011	$10,000,000	Excess underlying $25,000,000 – Side A w/Difference in Conditions

Employment Practices Liability	Chartis Insurance Company Policy No. ***	7/1/2010 – 7/1/2011	$5,000,000	Excess $250,000 Self Insured Retention

Fiduciary Liability	Chartis Insurance Company Policy No. ***	7/1/2010 – 7/1/2011	$5,000,000	$0 Self Insured Retention

Crime	Chartis Insurance Company Policy No. ***	7/1/2010 – 7/1/2011	$5,000,000	Excess $150,000 Self Insured Retention

Cyber Risk	Beazley Insurance Group Policy No.***	10/14/2009 – 10/14/2010	$2,000,000	Excess $100,000 Self Insured Retention Insuring Agreements:

***

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

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

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

Exhibit 4.9

Insurance Policies

Casual Male Retail Group, Inc.

Schedule of Insurance


Coverage	Insurance Carrier Policy Number	Policy Term	Policy Limits

				• Electronic Media Liability • Computer and Information Security Liability • Privacy Liability • Cyber Extortion • First Party Data Protection • First Party Network Business Interruption • Crisis Management Expenses* * Sublimits may apply

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

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

Exhibit 4.11

Capital Leases

Master List of Outstanding Leases with Equipment Lessors


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

Product Schedule #1012992A3: 1- Canon IR 7105 Copier

Product Schedule #1012992A4: 1 – Ricoh C900S Copier

Equipment under Lease commencing 02/01/10:

1 - Ricoh MPC4000 Color Copier

1 - Ricoh MPC3300 Color Copier

6 - Ricoh MC5000 B&W Copiers

3 - Ricoh MP6000 B&W Copiers

2 - Ricoh MP3350 B&W Copiers


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

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

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

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

(4)	Return equipment at end of Lease Term.

EMC CORPORATION

Supplement 4 includes:

1 -Storage Device

- Symmetrix DMX2000 for AS400 environment

Supplement 6 includes:

1 - NS42G-A

1 - CRNRK

1 - CX3-80

Supplement 7 includes:

15 - CS-4G15-300U

1 -CX-4PDAE-FD


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

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

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

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

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

IBM CREDIT LLC

Value Plan Lease Agreement No. VP0F82991:

2 -TS3310 Tape Library

2 - RS/6000 System Rack

1 - IBM 7042-CR4 HW Management

1 - Tape and Optical Storage Device

1 - Flat Panel Consol Kit

ValuePlan Lease Agreement No. VP0F92786:

1 - 9992-003 Reseller Sourced IBM SW


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

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

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

Exhibit 4.13(a)

Labor Relations

None.

Exhibit 4.19

Litigation

GENERAL LITIGATION - FISCAL YEAR 2010

Name of Case

Jurisdiction

Date Filed

Description of Claim

Amount Sought

CMRG’s Counsel

Status

Paul Kelly v. Casual Male Retail Group, Inc.

Superior Court, Los Angeles County. Case #BC413329

5/8/2009

Kelly filed a class action on behalf of himself and all others similarly situated alleging that CMRG violates the Beverly Song Act (Cal. Civil Code 1747.08) by obtaining and recording personal information when a credit card is used at point-of-sale. Invasion of privacy.

Unkown.

Matthew R. Orr, Esq.

Call Jensen & Ferrell

610 Newport Center Drive

Suite 700

Newport Beach, CA

92660

(949) 717-3000

morr@calljensen.com

***

Rowland, Deborah for herself and the Estate of Joe Rowland

District Court of Parker County, TX

9/27/2009

Personal Injury

$450,000 initial demand. Latest demand is $350,000. Defense latest offer was $160,000.

Michael Fox, Field Attorney for Liberty Mutual

***

Chapter 7 Trustee of the Estate of Block Corporation

N/A

Seeks reimbursement of $317,753.61 deduction.

$317,753.61

N/A

***

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

Exhibit 4.19

Litigation

EMPLOYMENT LITIGATION

Plaintiff

State

Date Filed

Docket #

Plaintiff’s Counsel

Charge

CMRG’s Counsel

Case Status

Drotar, Marie

7/9/2010

30-2010-00388534-CU-OE-CXC

Krutcik & Georggin 26021 Acero Mission

Viejo, CA 92691

On behalf of a statewide puntative class of Rochester store employees, illegal deduction of commissions owed/failure to pay meal and rest breaks

David Casey

Michael Mankes

Littler Mendelson

One International Place, Suite 2700

Boston, Massachusetts 02110

Casey Direct: (617) 378-6001

email: dcasey@littler.com

mmankes@littler.com

***

Jones, O’Nekola

“Nikki”

6/4/2009

37-2009-69721-CU-OE-CTL

Timothy Cohelan (Cohelan, Khoury & singer)

Wage and Hour Claims for CA Store Managers which spans from 2005-2008 for CA store managers.

David Casey

Michael Mankes

Littler Mendelson

One International Place, Suite 2700

Boston, Massachusetts 02110

Casey Direct: (617) 378-6001

email: dcasey@littler.com

mmankes@littler.com

***

Iskandaryan,

Agram

N/A

Grace & Hollis, LLP

San Diego, CA

On behalf of a statewide putative class of Casual Male store employees, /failure to pay meal and rest breaks and expenses

David Casey

Michael Mankes

Littler Mendelson

One International Place, Suite 2700

Boston, Massachusetts 02110

Casey Direct: (617) 378-6001

email: dcasey@littler.com

mmankes@littler.com

***

Richardson,

Patrick

N.C.

7/22/2010

W.D.N.C. Charlotte Div. 3:10-cv-396

Charles Ali Everage

Everage law firm,

PLLC, Charlotte, NC

Race and Gender Discrimination

Trish Holland

Jackson Lewis

***

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

Exhibit 4.19

Litigation

AGENCY CASES

Name

Date Filed

Case #

Charge

Plaintiff
Attorney

Status

CMRG’s Counsel

Comments

Garcia, Carmen

12/29/2005

520-2006-00324

Race, Sex,

National Origin

Self

Submitted to EEOC on 3/14/06

Robert Morsilli

Jackson Lewis

***

Kyle,

Booker T.

12/2/2008

550-2009-00461

Sex, Retaliation

Self

M. Kenney submitted position statement to EEOC on 1/26/09. No legal fees spent to date.

N/A

***

Vento, Friedel

9/20/2010

NYS Div. of Human

Rights

10144216

Retaliation/Age

Self

Response not yet filed.

N/A

***

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

Exhibit 4.28(b)

Contingent Obligations

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

On May 14, 2002, Casual Male completed the acquisition of substantially all of the assets of Casual Male Corp. and certain of its subsidiaries, for a purchase price of approximately $170 million. In connection with the acquisition, Casual Male assumed certain contingent liabilities, including, but not limited to, existing retail store lease arrangements and the existing mortgage for Casual Male Corp.’s corporate office located in Canton, Massachusetts, which Casual Male currently occupies as its corporate headquarters.

On January 30, 2006, Casual Male entered into a sale-leaseback transaction with Spirit Finance Corporation, a third party real estate investment trust (“Spirit”). In connection with the transaction, Casual Male sold its headquarters and distribution center property to Spirit for $56.0 million. At the closing on February 1, 2006 Casual Male entered into a twenty-year lease agreement with a wholly-owned subsidiary of Spirit whereby Casual Male agreed to lease the property back for an annual rent of $4.6 million.

Casual Male is subject to various legal proceedings and claims that arise in the ordinary course of business. Management believes that the resolution of these matters will not have an adverse impact on the results of operations or the financial position of Casual Male.

EXHIBIT 5.4

FAX TO: CHRIS SANTOS (617) 434-4131

LOGO

CALCULATION AT COST

Certificate #

Date:

Revolver Inventory Borrowing Base

—

(a)

Eligible Credit Card Receivables

Advance Rate

90%

—

(b)

Less Availability Reserves

Less Landlord Reserve: 2 months: PA. VA and Wash.

Less Gift Certificate Merchandise Credits

50%

Customer Deposits (TCM& Rochester)

100%

Total Reserves

—

(c)

Total Revolver Borrowing Base (uncapped) (a+b+c)

Total Revolver Borrowing Base (capped at $75MM for the Revolver)

AVAILABILITY CALCULATION

Beginning Principal Balance (excludes Last Out)

ADD:

Prior days Borrowing from BOA

ADD:

Fees charged today

Less:

Prior day’s pay down

Ending principal balance

—

ADD:

Estimated accrued interest month-to-date

—

ADD:

Outstanding Letters of Credit

Total loan balance prior to request (not to exceed)

—

Total availability (prior to today’s request)

—

Advance

ACCT# ***

Today’s Paydown (from account ***)

—

Today’s Principal Balance

—

Total availability (after today’s request)

—

Memo:

Less:

Minimum Excess Availability Covenant: Greater of

$5,000,000

5,000,000

10% of Loan Cap

—

Availability After Covenant

—



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

		Casual Male Retail Group, Inc.

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

***

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

CASUAL MALE (The “Borrower”)

REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION

FAX TO: CHRIS SANTOS (617) 434-4131

Certificate #

W/E Date:

COST

Beg. Inventory as of:

(Sourced from JDA Stock Ledger)

Hybrid/DXL Store Inventory

Beginning Inventory - Adjusted

—

ADD

Receiving/ Purchases

Purchase Accrual (ASN)

Reverse ASN Accrual

Freight

LESS

Net Sales @ Retail (memo only)

Cost of Goods Sold @ Cost

Total Adds/ (Reductions)

—

Ending Inventory as of:

—

Eligible LC Inventory

ADD:

At 85%

Eligible In-Transit Inventory

At 80%

—

LESS:

Shrinkage at Cost

(2.0% of sales since last physical Inv) × Cost Compliment)

RTV Inventory (loc #9996) exclusion

Eligible Inventory, as of:

—

Revolver Advance Rate (***% Dec. 16 - EOM Sep/ ***% Oct - Dec 15th)*

***

Total Casual Male Borrowing Base Inventory

*	Based on Most Recent Appraisal

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

ROCHESTER (The “Borrower”)

REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION

FAX TO: CHRIS SANTOS (617) 434-4131

Certificate #

W/E Date:

COST

Beg. Inventory as of:

(Sourced from JDA Stock Ledger)

Hybrid/DXL Store Inventory

Beginning Inventory - Adjusted

—

ADD

Receiving/ Purchases

Purchase Accrual (ASN)

Reverse ASN Accrual

Freight

LESS

Net Sales @ Retail (memo only)

Cost of Goods Sold @ Cost

Total Adds/ (Reductions)

—

Ending Inventory as of:

—

ADD:

Eligible LC Inventory

At 85%

—

Eligible In-Transit Inventory

At 80%

—

LESS:

Shrinkage (2.0% of sales)

(2.0% of sales since last physical Inv) × Cost Compliment

RTV Inventory (loc #5199) exclusion

Eligible Inventory, as of:

—

Revolver Advance Rate (***% Dec. 16 - EOM Sep/ ***% Oct - Dec 15th)*

***

Total Rochester Borrowing Base Inventory

*	Based on Most Recent Appraisal

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

EXHIBIT 5.8

None.

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK
ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE
ADDRESS

CITY

ZIP

CASUAL MALE STORES

9052

US BANK

440 REGENCY PARKWAY DRIVE

OMAHA

68114

(402) 392-3600

***

605 NORTH 98 ST

OMAHA

68114

9053

BANK OF AMERICA

9550 METCALF

OVERLAND PARK

66212

(816) 979-8945

***

8721 METCALF AVENUE

OVERLAND PARK

66212

9054

CHASE (JPMORGAN)

325 NORTH MILWAKEE AVENUE

VERNON HILLS

60061

(847) 821-8716

***

445 EAST TOWNLINE ROAD

VERNON HILS

60061

9055

CHASE (JPMORGAN)

2031 WEST HENDERSON ROAD

COLUMBUS

43220

(614) 248-2323

***

1113 KENNEY CENTRE

COLUMBUS

43220

9056

BANK OF AMERICA

5270 POPLAR AVENUE

MEMPHIS

38119

(901) 684-6000

***

847 SOUTH WHITE STATION RD

MEMPHIS

38117

9058

BANK OF AMERICA

8100 FORSYTH BLVD

ST LOUIS

63105

(314) 466-0482

***

1026 SOUTH BRENTWOOD BLVD

RICHMOND HEIGHTS

63117

9059

CHASE (JPMORGAN)

18100 WEST ELEVEN MILE ROAD

LATHRUP VILLAGE

48076

(248) 424-8720

***

26300 SOUTHFIELD ROAD

LATHRUP VILLAGE

48076

9060

CHASE (JPMORGAN)

1234 MONROE

DEARBORN

48124

(313) 565-8800

***

234000 MICHIGAN AVENUE

DEARBORN

48124

9063

CHASE (JPMORGAN)

43100 GRAND RIVER AVENUE

NOVI

48375

(248) 349-2424

***

43115 CRESCENT BLVD

NOVI

48375

9064

CHASE (JPMORGAN)

13999 LAKESIDE CIRCLE

STERLING HEIGHTS

48313

(586) 247-4900

***

13451 HALL ROAD

UTICA

48315

9066

BANK OF AMERICA

508 POMPTON AVE

CEDAR GROVE

07009

(800) 841-4000

***

540 US HIGHWAY 46

TOTOWA

07512

9067

BANK OF AMERICA

46 PARSONAGE RD

MENLO PARK

08837

(800) 841-4000

***

236 LAFAYETTE RD

EDISON

08837

9069

BANK OF AMERICA

2293 SANDLAKE ROAD

ORLANDO

32809

(407) 855-3181

***

7939 SO. ORANGE BLOSOM TRAIL

ORLANDO

32809

9070

BANK OF AMERICA

11800 ROCKVILLE PIKE

ROCKVILLE

20852

(301) 881-8390

***

11503-A ROCKVILLE PIKE

ROCKVILLE

20852

9071

CHASE (JPMORGAN)

431 WEST SOUTHERN AVENUE

MESA

85210

(480) 890-5343

***

1110 WEST SOUTHERN AVENUE

MESA

85210

9072

CHASE (JPMORGAN)

3235 NORTH MESQUITE

MESQUITE

75150

(972) 270-5481

***

1725 NORTH TOWN EAST BLVD

MESQUITE

75150

9073

CHASE (JPMORGAN)

2000 WEST 15TH STREET

PLANO

75075

(972) 423-6527

***

1025 NO CENTRAL EXPRESSWAY

PLANO

75075

9074

CHASE (JPMORGAN)

1337 GESSNER

HOUSTON

77055

(713) 751-6100

***

1005 GESSNER STREET

HOUSTON

77055

9076

BANK OF AMERICA

4040 SOUTH COOPER STREET

ARLINGTON

76015

(817) 468-4787

***

4110 SOUTH COOPER STREET

ARLINGTON

76015

9080

BANK OF AMERICA

220 SOUTH ESCONDIDO BLVD

ESCONDIDO

92025-4183

(760) 489-2001

***

1004 WEST VALLEY PARKWAY # 23

ESCONDIDO

92025

9081

BANK OF AMERICA

203 NORTH GLENDALE AVENUE

GLENDALE

91206

(818) 500-5096

***

340 NORTH GLENDALE AVE

GLENDALE

91206

9082

BANK OF AMERICA

19240 NORDHOFF STREET

NORTHRIDGE

91324

(818) 885-4060

***

19422 NORDOFF STREET (NORDHOFF PLAZA)

NORTHRIDGE

91324

9083

CHASE (JPMORGAN)

10999 HWY 10 WEST, # 100

SAN ANTONIO

78230

(210) 691-8200

***

11075 IH-10 WEST SUITE 302

SAN ANTONIO

78230

9084

BANK OF AMERICA

1108 THE MALL IN COLUMBIA

COLUMBIA

33401

(410) 730-8971

***

10300 LITTLE PATUXENT PKWY

COLUMBIA

21044

9102

BANK OF AMERICA

170 MAIN ST

EAST HAVEN

06512

(800) 841-4000

***

96 FRONTAGE RD

EAST HAVEN

06512

9105

BANK OF AMERICA

900 BALD HILL ROAD

WARWICK

02886

(401) 821-7588

***

800 BALD HILL RD

W WARWICK

02893

9106

BANK OF AMERICA

2747 DUKE STREET

ALEXANDRIA

22314

(703) 838-5920

***

6222 LITTLE RIVER TPKE

ALEXANDRIA

22312

9112

BANK OF AMERICA

71 FAUNCE CORNER RD

NORTH DARTMOUTH

02747

(800) 841-4000

***

21 FAUNCE CORNER RD

NORTH DARTMOUTH

02747

9114

CHASE (JPMORGAN)

7400 SOUTH PENNSYLVANIA

OKLAHOMA CITY

73159

(405) 231-6000

***

2209 SW 74 ST SUITE 318

OKLAHOMA CITY

73159

9117

BANK OF AMERICA

310 DANIEL WEBSTER HIGHWAY

NASHUA

03060

(800) 841-4000

***

440 MIDDLESEX RD

TYNGSBORO

01879

9119

CHASE (JPMORGAN)

4730 WEST 79th STREET

CHICAGO

60652

(773) 585-7700

***

8735 S CICERO AVE

HOMETOWN

60456

9120

CHASE (JPMORGAN)

215 ROUTE 83

ELMHURST

60126

(630) 834-7329

***

17 WEST 180 22ND STREET

OAKBROOK TERRACE

60181

9123

BANK OF AMERICA

2030 COLISEUM DRIVE SUIT A

HAMPTON

23666

(757) 896-3300

***

1044 W MERCURY BLVD

HAMPTON

23666

9124

BANK OF AMERICA

600 SILAS DEANE HIGHWAY

WETHERSFIELD

06109

(800) 841-4000

***

1138 SILAS DEANE HWY

WETHERSFIELD

06109

9127

CHASE (JPMORGAN)

1225 SOUTH PARK DRIVE

GREENWOOD

46143

(317) 321-4004

***

884 N US 31 GREENWOOD SHOPPES

GREENWOOD

46142

9131

BANK OF AMERICA

1188 NIAGARA FALLS BLVD

TONAWANDA

14150

(716) 833-3330

***

1228-1230 NIAGARA FALLS BLVD

TONAWANDA

14150

9133

BANK OF AMERICA

7207 EAST INDEPENDENCE BLVD

CHARLOTTE

28227

(704) 386-5865

***

5030 E INDEPENDENCE BLVD

CHARLOTTE

28212

9137

BANK OF AMERICA

330 BUSH RIVER ROAD

COLUMBIA

29210

(803) 765-4730

***

125 OUTLET POINT BLVD

COLUMBIA

29210

9139

BANK OF AMERICA

7420 RIVERS AVENUE

NORTH CHARLESTON

29406

(843) 720-4945

***

7800 RIVERS AVE SUITE 1440

CHARLESTON

29406

9142

BANK OF AMERICA

1774 WASHINGTON STREET

HANOVER

02339

(800) 841-4000

***

1410 WASHINGTON ST HANOVER SC

HANOVER

02339

9144

BANK OF AMERICA

225 MEMORIAL AVENUE

WEST SPRINGFIELD

01089

(413) 746-3263

***

223-227 MEMORIAL AVE

W SPRINGFIELD

01089

9147

BANK OF AMERICA

245 WEST DAVIS STREET

BURLINGTON

27216

(336) 222-3500

***

2397 CORPORATION PKWY

BURLINGTON

27215

9149

BANK OF AMERICA

133 WOLF RD

ALBANY

12205

(800) 841-4000

***

110 WOLF RD

ALBANY

12205

9152

BANK OF AMERICA

2501 NORTH OAK STREET

MYRTLE BEACH

29577

(843) 946-2100

***

TANGER OUTLET CENTER ON HIGHWAY 501, 4630 FACTORY STORES BLVD, SUITE A-105

MYRTLE BEACH

29579

9155

CHASE (JPMORGAN)

6303 N PORTLAND

OKLAHOMA CITY

73112

(405) 440-8575

***

3617 NORTHWEST EXWY

OKLAHOMA CITY

73112

9157

BANK OF AMERICA

756 TWO MILE PARKWAY

GOODLETESVILLE

37072

(615) 859-4158

***

1596 GALLATIN PIKE N

MADISON

37115

9159

BANK OF AMERICA

2850 PRINCE WILLIAM PARKWAY

WOODBRIDGE

22191

(703) 497-0801

***

SMOKETOWN STATION, 13289 WORTH AVE.

WOODBRIDGE

22192

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK
ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE
ADDRESS

CITY

ZIP

9160

BANK OF AMERICA

858 WASHINGTON ST

DEDHAM

02026

(800) 841-4000

***

735 PROVIDENCE HWY

DEDHAM

02026

9161

BANK OF AMERICA

ONE POST OFFICE SQUARE

LYNNFIELD

01940

(800) 841-4000

***

87 BROADWAY

SAUGUS

01906

9166

BANK OF AMERICA

1263 MILITARY RD

NIAGARA FALLS

14304

(716) 283-8783

***

1852 MILITARY RD

NIAGARA FALLS

14304

9168

BANK OF AMERICA

738 LONG HILL RD (RT 1)

GROTON

06340

(800) 841-4000

***

984 POQUONNOCK RD

GROTON

06340

9171

CHASE (JPMORGAN)

2325 SOUTHLAKE MALL

MERRILLVILLE

46410

(219) 738-4254

***

2217A E 80TH AVE

MERRILLVILLE

46410

9172

BANK OF AMERICA

7220 SAND LAKE RD

ORLANDO

32819

(407) 351-4220

***

5728 INTERNATIONAL DR

ORLANDO

32819

9174

BANK OF AMERICA

3333 WEST HENRIETTA RD

ROCHESTER

14623

(585) 475-1687

***

3333 W HENRIETTA RD SUITE 22

ROCHESTER

14623

9175

BANK OF AMERICA

1349 BOSTON POST ROAD

MILFORD

06460

(203) 876-3383

***

1501 BOSTON POST RD

MILFORD

06460

9176

BANK OF AMERICA

2105 PINECROFT ROAD

GREENSBORO

27407

(336) 805-3745

***

3806-A HIGH POINT RD

GREENSBORO

27407

9177

CHASE (JPMORGAN)

3501 LAFAYETTE RD

INDIANAPOLIS

46254

(317) 321-7156

***

4664 W. 38TH ST.

INDIANAPOLIS

46254

9178

BANK OF AMERICA

880 NORTH MILITARY HIGHWAY

NORFOLK

23502

(757) 466-5150

***

6109 E. VIGINIA BEACH BLVD.

NORFOLK

23502

9180

CHASE (JPMORGAN)

36 E MIDLAND AVE

PARAMUS

07652

(201) 634-1047

***

450 N STATE RT 17

PARAMUS

07652

9181

BANK OF AMERICA

702 NORTH ROLLING ROAD

BALTIMORE

21228

(410) 744-2166

***

6217 BALTIMORE NATIONAL PIKE

BALTIMORE

21228

9185

BANK OF AMERICA

684 FELLSWAY

MEDFORD

02155

(800) 841-4000

***

686 FELLSWAY

MEDFORD

02155

9186

BANK OF AMERICA

2500 ROUTE 22 CTR

UNION

07083

(908) 622-9324

***

2456 US HWY 22

UNION

07083

9187

US BANK

2690 SNELLING AVENUE NORTH

ROSEVILLE

55113

(631) 636-8300

***

1671 COUNTY RD C

ROSEVILLE

55113

9188

BANK OF AMERICA

1801 RICHMOND ROAD

WILLIAMSBURG

23185

(757) 259-5481

***

CENTER OF LIGHTFOOT, VA 23090

LIGHTFOOT

23090

9190

CHASE (JPMORGAN)

7606 WEST MORGAN AVENUE

MILWAUKEE

53220

(414) 546-7485

***

4751 S 76TH ST KOPP SHOP CTR

GREENFIELD

53220

9191

BANK OF AMERICA

99 ROCKINGHAM PARK BOULEVARD

SALEM

03079

(800) 841-4000

***

346 S BROADWAY

SALEM

03079

9193

BANK OF AMERICA

994 MIDDLE COUNTRY RD

SELDEN

11784

(800) 841-4000

***

2049 MIDDLE COUNTRY RD

CENTEREACH

11720

9194

CHASE (JPMORGAN)

2255 NORTH CALHOUN ROAD

BROOKFIELD

53005

(262) 821-4321

***

17500-A WEST BLUEMOND RD

BROOKFIELD

53005

9196

US BANK

1760 BEAM AVENUE

MAPLEWOOD

55109

(651) 747-2000

***

1845 COUNTY RD D

MAPLEWOOD

55109

9197

BANK OF AMERICA

75 MIDDLESEX TURNPKE

BURLINGTON

01803

(800) 841-4000

***

34 CAMBRIDGE ST

BURLINGTON

01803

9199

BANK OF AMERICA

1290 HOOPER AVENUE

TOMS RIVER

08753

(732) 240-3300

***

BEY LEA PLZ 1232 HOOPER AVE

TOM’S RIVER

08753

9200

CHASE (JPMORGAN)

3225 WEST ADDISON ST

CHICAGO

60618

(773) 604-7770

***

2949 W ADDISON ST ADDISON MALL

CHICAGO

60618

9201

US BANK

8000 LYNDALE AVENUE SOUTH

BLOOMINGTON

55420

(952) 887-6045

***

6601 NICOLLET AVE.

RICHFIELD

55423

9202

FIRST BANKING

7500 GREENBAY ROAD

KENOSHA

53142

(262) 697-7505

***

7700 120TH AVE UNIT 404

KENOSHA

53142

9204

PROVIDENT BANK

44 WEST ROUTE 59

NANUET

10954

(845) 627-6180

***

ROCKLAND PLAZA 38 ROCKLAND PLAZA

NANUET

10954

9205

CHASE (JPMORGAN)

2101 SOUTH BEND AVENUE

SOUTH BEND

46637

(574) 283-4150

***

INDIAN RIDGE SC 5776 GRAPE RD

MISHAWAKA

46545

9206

CHASE (JPMORGAN)

7750 NORTH WAYNE ROAD

WESTLAND

48185

(734) 425-8605

***

35592 W WARREN RD

WESTLAND

48185

9207

CHASE (JPMORGAN)

2368 CENTRAL PARK AVE

YONKERS

10710

(914) 337-0878

***

2369 CENTRal Park Ave

YONKERS

10710

9208

CHASE (JPMORGAN)

5485 EAST HURON RIVER DRIVE

YPSILANTI

48197

(734) 995-8094

***

3576 WASHTENAW AVE

ANN ARBOR

48104

9210

CHASE (JPMORGAN)

2310 WEST 95th STREET

CHICAGO

60643

(708) 445-1770

***

2637 WEST 95TH ST., EVERGREEN COMMONS

EVERGREEN PARK

60805

9211

WASHINGTON MUTUAL

5230 FLATBUSH AVENUE & AVENUE U

BROOKLYN

11234

(718) 692-5850

***

2435 FLATBUSH AVE

BROOKLYN

11234

9213

BANK OF AMERICA

195 BRISTOL OXFORD VALLEY ROAD

LANGHORNE

19047

(800) 841-4000

***

2500 E LINCOLN HWY

LANGHORNE

19047

9214

CHASE (JPMORGAN)

260 JOHN R

TROY

48083

(248) 524-6224

***

100 W 12 MILE RD SPACE K

MADISON HEIGHTS

48071

9217

CHASE (JPMORGAN)

833 SOUTH HIGH STREET

COLUMBUS

43206

(614) 248-2480

***

SANCUS RETAIL CENTER, 1154 POLARIS PKW

COLUMBUS

43240

9220

CHASE (JPMORGAN)

4763 GREAT NORTHERN BLVD

NORTH OLMSTED

44070

(440) 777-4888

***

25180 LORAIN RD

N OLMSTED

44070

9221

BANK OF AMERICA

2669 MURFREESBORO ROAD

NASHVILLE

37217

(615) 291-2945

***

5295 HICKORY HOLLOW PKWY #1015

ANTIOCH

37013

9223

BANK OF AMERICA

141 SOUTH ROCK RD

WICHITA

67207

(316) 261-4557

***

8303 KELLOGG ST SUITE 444

WICHITA

67207

9224

CHASE (JPMORGAN)

4144 BAY RD

SAGINAW

48603

(989) 771-2440

***

4434 BAY RD

SAGINAW

48603

9225

BANK OF AMERICA

6711 RITCHIE HIGHWAY

GLEN BURNIE

21061-2395

(410) 766-3500

***

6710 GOVERNOR RITCHIE HWY

GLEN BURNIE

21061

9227

CHASE (JPMORGAN)

17800 FORT STREET

RIVERVIEW

48192

(734) 284-0365

***

18700 EUREKA RD SPACE 1,2,3

SOUTHGATE

48195

9229

US BANK

100 NORTH 56TH STREET

LINCOLN

68504

(402) 467-8002

***

101 S 48TH SUITE 4

LINCOLN

68510

9232

CHASE (JPMORGAN)

4600 DRESSLER ROAD

CANTON

44718

(330) 492-4431

***

5106-5108 WHIPPLE NW

CANTON

44718

9235

CHASE (JPMORGAN)

SOUTH FLINT PLAZA 4841 FENTON RD

FLINT

48507

(810) 234-3557

***

G4365 MILLER RD

FLINT

48507

9236

UNITED SAVINGS BANK

301 BALTIMORE PIKE & WEST AVE

SPRINFFIELD

19064-3809

(610) 544-9090

***

220 BALTIMORE PIKE

SPRINGFIELD

19064

9237

CHASE (JPMORGAN)

2475 SOUTH HAMILTON ROAD

COLUMBUS

43232

(614) 248-2490

***

2577 S HAMILTON RD

COLUMBUS

43232

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK
ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE
ADDRESS

CITY

ZIP

9241

CHEVY CHASE BANK

7515 GREENBELT ROAD

GREENBELT

20770

(301) 614-2401

***

7565 GREENBELT RD SPACE 205

GREENBELT

20770

9242

BANK OF AMERICA

183 QUAKER RD

QUEENSBURY

12804

(800) 841-4000

***

1492 STATE ROUTE 9

LAKE GEORGE

12845

9247

US BANK

1493 ROBERT STREET SOUTH

WEST ST PAUL

55118

(651) 552-0420

***

1733 S ROBERTS ST

W ST PAUL

55118

9250

BANK OF AMERICA

910 TALON DRIVE

O’FALLON

62269

(618) 632-5500

***

319 LINCOLN HWY

FAIRVIEW HEIGHTS

62208

9251

CITIZENS NATIOANL BANK

PO BOX 4610 PIGEON FORGE OFFICE

SEVIERVILLE

37864-4610

(865) 429-7585

***

2655 TEASTER LANE

PIGEON FORGE

37863

9252

US BANK

72ND AND DODGE

OMAHA

68114

(402) 399-3733

***

7604 DODGE ST

OMAHA

68114

9254

CHASE (JPMORGAN)

120 NORTH SCOTT

JOLIET

60432

(815) 727-2601

***

1359 N LARKIN ST

JOLIET

60435

9256

BANK OF AMERICA

3371 US HWY 1

LAWRENCEVILLE

08648

(800) 432-1000

***

3256 BRUNSWICK PIKE

LAWRENCEVILLE

08648

9257

CHASE (JPMORGAN)

5435 NORTHFIELD ROAD

BEDFORD HEIGHTS

44146

(216) 475-5300

***

4755 NORTHFIELD RD

N RANDALL

44128

9258

HUNTINGTON BANK

4105 TALMADGE ROAD

TOLEDO

43623

(419) 254-7052

***

5212 MONROE ST SUITE B

TOLEDO

43623

9260

NORTHWEST SAVINGS BANK

8 MILLCREEK SQUARE

ERIE

16509

(814) 866-3900

***

7 MILLCREEK SQ

ERIE

16565

9267

CHASE (JPMORGAN)

9991 E WASHINGTON STREET

INDIANAPOLIS

46229

317-266-6737

***

10027 E WASHINGTON ST

INDIANAPOLIS

46229

9270

CHASE (JPMORGAN)

2404 EAST OAKLAND AVENUE

BLOOMINGTON

61701

(309) 433-9151

***

1407 N VETERANS PKWY

BLOOMINGTON

61704

9271

CHASE (JPMORGAN)

202 FOREST BLVD

PARK FOREST

60466

(708) 747-2400

***

4744 W LINCOLN PKWY

MATTESON

60443

9272

TD BANK

30 STATE ROAD

KITTERY

03904

207 - 439-2066

***

8 DEXTER LN

KITTERY

03904

9273

CHASE (JPMORGAN)

1935 BRETON ROAD SOUTHEAST

GRAND RAPIDS

49506

(616) 771-7025

***

3931 28TH ST SE

GRAND RAPIDS

49512

9274

CHASE (JPMORGAN)

1 EAST OLD STATE CAPITOL PLAZA

SPRINGFIELD

62701

(217) 525-9600

***

2450 WABASH SPACE 101

SPRINGFIELD

62704

9278

BANK OF AMERICA

10700 MIDLOTHIAN TURNPIKE

RICHMOND

23235

(804) 378-8675

***

11003 MIDLOTHIAN TPKE

RICHMOND

23225

9280

FIRST NAT’L BANK OF PA

5004 MCKNIGHT RD

PITTSBURG

15237

(412) 369-0990

***

7515 MCKNIGHT ROAD

PITTSBURGH

15237

9283

CHASE (JPMORGAN)

5400 MAYFIELD ROAD

LYNDHURST

44124

(440) 442-7800

***

5419 MAYFIELD RD

LYNDHURST

44124

9286

BANK OF AMERICA

1699 WHITNEY AVE

HAMDEN

06517

(800) 841-4000

***

1869 DIXWELL AVE

HAMDEN

06514

9291

BANK OF AMERICA

502 SOUTH COLLEGE ROAD

WILMINGTON

28403

(910) 251-5244

***

351 S COLLEGE RD SPACE D-19

WILMINGTON

28403

9292

BANK OF AMERICA

1469 ROUTE 9

WAPPINGERS FALLS

12590

(800) 841-4000

***

1955 SOUTH RD

POUGHKEEPSIE

12601

9298

PNC BANK

505 NORTH DUPONT HIGHWAY

DOVER

19901

(888) 762-2265

***

1037 N DUPONT HWY

DOVER

19901

9299

US BANK

231 COUNTY ROAD 10 NE

BLAINE

55434

(763) 785-3015

***

N CT COMMONS SP 13 670 HWY 10

BLAINE

55434

9302

BANK OF AMERICA

1123 SOUTH UNIVERSITY

LITTLE ROCK

72205

(501) 664-3613

***

1216 S UNIVERSITY AVE

LITTLE ROCK

72204

9304

CHASE (JPMORGAN)

2109 WEST CENTRE

PORTAGE

49002

(269) 323-0381

***

6749 S WESTNEDGE AVE

PORTAGE

49081

9306

M & T BANK

811 KIDDER STREET

WILKES-BARRE

18702

(570) 824-5915

***

TRIANGLE PLZ 677H KIDDER ST

WILKES BARRE

18702

9309

BANK OF AMERICA

3400 WESTOWN PARKWAY

WEST DES MOINES

50266

(515) 224-0615

***

8801 UNIVERSITY AVE

CLIVE

50325

9311

PNC BANK

32 MIRACLE MILE SHOPPING CENTER

MONROEVILLE

15146

(412) 373-2476

***

3832 WILLIAM PENN HWY

MONROEVILLE

15146

9312

BANK OF AMERICA

67 OLD NEWTOWN RD

DANBURY

06810

(800) 841-4000

***

100 NEWTOWN RD

DANBURY

06810

9316

M & T BANK

2421 OLD PHILADELPHIA PIKE

LANCASTER

17602

(717) 293-5505

***

35 S WILLOWDALE DR BOX 807

LANCASTER

17602

9319

US BANK

5501 WEST 41ST

SIOUX FALLS

57106

(605) 323-3580

***

3500 W 41ST ST

SIOUX FALLS

57106

9322

BANK OF AMERICA

19 RIDGEDALE AVE

EAST HANOVER

07936

(800) 841-4000

***

368 STATE ROUTE 10

EAST HANOVER

07936

9323

FIRST CITIZENS BANK

241 EAST MARKET ST, PO BOX 1377

SMITHFIELD

27577-1377

(919) 989-3274

***

2400 INDUSTRIAL PK DR SP 450

SMITHFIELD

27577

9324

US BANK

3802 13TH AVENUE SOUTH

FARGO

58103

(701) 281-0975

***

4340 13TH AVE SW

FARGO

58103

9327

CHASE (JPMORGAN)

30730 GROESBECK HIGHWAY

ROSEVILLE

48066

(586) 775-7800

***

30160 GRATIOT AVE

ROSEVILLE

48066

9330

WACHOVIA BANK

143 OLD COUNTRY RD

CARLE PLACE

11514

(516) 577-8317

***

152 GLEN COVE RD

CARLE PLACE

11514

9331

BANK OF AMERICA

4495 LEMAY FERRY ROAD

ST LOUIS

63129

(314) 284-3800

***

7328 S LINDBERGH BLVD

ST LOUIS

63125

9333

BANK OF AMERICA

4189 SOUTH SERVICE ROAD

ST PETERS

63376

(636) 939-1236

***

4083 VETERAN’S MEMORIAL PARKWAY

ST PETERS

63376

9334

CHASE (JPMORGAN)

3115 RIDGE ROAD

LANSING

60438

(708) 474-6161

***

16819 TORRENCE AVE

LANSING

60438

9336

BANK OF AMERICA

425 PHILBROOK AVE

SOUTH PORTLAND

04106

(800) 841-4000

***

220 MAINE MALL RD

S PORTLAND

04106

9339

BANK OF AMERICA

47 WEST MAIN ST

PATCHOGUE

11772

(800) 841-4000

***

49956 N SERVICE RD

PATCHOGUE

11772

9340

BANK OF AMERICA

7520 MARLBORO PIKE

FORESTVILLE

20747

(301) 817-7760

***

5736 SILVER HILL RD

DISTRICT HEIGHTS

20747

9343

PNC BANK

2101 PARK MANOR BLVD

PITTSBURGH

15205

(412) 787-5757

***

6528 STEUBENVILLE PIKE, ROBINSON COURT

PITTSBURGH

15205

9347

BANK OF AMERICA

6701 SOUTH MEMORIAL DRIVE

TULSA

74133

(918) 591-6865

***

8228 E 61ST ST SUITE 101

TULSA

74133

9348

M & T BANK

WEIS PLAZA 1802 ROOSEVELT AVE

YORK

17408

(800) 724-2440

***

MAPLE VLG II 970 LOUCKS RD

YORK

17404

9349

FIFTH THIRD BANK

1250 NORTH GREEN RIVER RD

EVANSVILLE

47715

(812) 474-2741

***

1530 N GREEN RIVER RD BLDG A

EVANSVILLE

47715

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK
ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE
ADDRESS

CITY

ZIP

9351

FIRST TENNESSEE

5526 BRAINERD RD

CHATTANOOGA

37411

(423) 954-2520

***

BRAINARD PK 5799 BRAINARD RD

CHATTANOOGA

37411

9356

CHASE (JPMORGAN)

8515 FONDREN

HOUSTON

77074

(713) 751-6100

***

6898 SOUTHWEST FREEWAY

HOUSTON

77074

9360

CHASE (JPMORGAN)

4530 WEST SAGINAW

LANSING

48917

(517) 323-7045

***

5849 W SAGINAW HWY DELTA CTR

LANSING

48917

9361

CHASE (JPMORGAN)

1414 WEST OAK STREET

ZIONSVILLE

46077

(317) 266-7316

***

501 COLISEUM BLVD E

FT WAYNE

46805

9363

CHASE (JPMORGAN)

8515 5TH AVE

BROOKLYN

11209

(718) 439-5648

***

527 86TH ST BAYRIDGE

BROOKLYN

11209

9365

CHASE (JPMORGAN)

19732 ST HWY 249

HOUSTON

77070

(281) 469-1687

***

THE COMMONS AT WILLOWBROOK, 7592 FM 1960 WEST

HOUSTON

77070

9366

CHASE (JPMORGAN)

7000 GRAPEVINE HIGHWAY

FORT WORTH

76180

(817) 884-4000

***

N EAST SC 8704A AIRPORT FREEWY

HURST

76053

9367

BANK OF AMERICA

5310 SUNRISE HIGHWAY

MASSAPEQUA

11762

(800) 841-4000

***

5060A SUNRISE HWY

MASSAPEQUA

11762

9368

CHASE (JPMORGAN)

2161 STRINGTOWN RD

GROVE CITY

43123

(614) 248-2270

***

PKWY CNTR E. BUCKEYE PARKWAY

GROVE CITY

43123

9370

CHASE (JPMORGAN)

1730 S HARLEM

N RIVERSIDE

60546

(708) 488-9537

***

7365 25TH ST N RIVERSIDE PLZ

N RIVERSIDE

60546

9371

BANK OF AMERICA

1355 N. DELSEA DRIVE

DEPTFORD

08096

(800) 841-4000

***

CENTER OF DEPTFORD, NJ 08096

DEPTFORD

08096

9374

CHASE (JPMORGAN)

BAY PLAZA, 2130 BARTOW AVE

BRONX

10475

(718) 862-9480

***

BAY PLAZA , 2094 BARTOW AVE

BRONX

10475

9375

CHASE (JPMORGAN)

633 NORTHLAND BLVD

CINCINNATI

45240

(513) 595-6410

***

CASINELLI SQ 129 E KEMPTER RD

SPRINGDALE

45246

9376

CHASE (JPMORGAN)

45 EAST FOURTH STREET

CINCINNATI

45202

(513) 784-0770

***

KENWOOD CTR 7324 KENWOOD RD

CINCINNATI

45236

9377

CHASE (JPMORGAN)

101 MONUMENT CIRCLE

INDIANAPOLIS

46204

(317) 321-7020

***

6024 E 82ND ST CASTLETON SHOPS

INDIANAPOLIS

46250

9378

US BANK

MIDTOWN WI OFFICE 5526 W CAPITOL DRIVE

MILWAUKEE

53216

(414) 873-8510

***

MIDTOWN CENTER 4176 NORTH 56TH STREET

MILWAUKEE

53209

9379

BANK OF AMERICA

188 BOSTON TURNPIKE ROAD

SHREWSBURY

01545

(800) 841-4000

***

80 80A BOSTON TPKE

SHREWSBURY

01545

9380

BANK OF AMERICA

3375 LEONARDTOWN ROAD

WALDORF

20602

(301) 645-8887

***

3376 CRAIN HIGHWAY

WALDORF

20601

9381

CHASE (JPMORGAN)

533 LYNDON LANE

LOUISVILLE

40222

(502) 566-2291

***

7635 SHELBYVILLE RD

LOUISVILLE

40222

9383

BANK OF AMERICA

1000 COTTMAN AVE

PHILADELPHIA

19111

(800) 841-4000

***

2375 COTTMAN AVE

PHILADELPHIA

19149

9384

CHASE (JPMORGAN)

7990 WASHINGTON VILLAGE DRIVE

DAYTON

45459

(937) 443-6290

***

7924 SPRINGBORO PIKE

MIAMISBURG

45342

9387

CHASE (JPMORGAN)

30 NORTH MAIN STREET

POLAND

44514

(330) 757-0852

***

926 BOARDMAN-POLAND RD

BOARDMAN

44512

9388

SOVEREIGN BANK

2655 RICHMOND AVE

STATEN ISLAND

10314

(718) 370-3623

***

2295 RICHMOND AVE SPACE 63

STATEN ISLAND

10314

9390

CHASE (JPMORGAN)

303 SOUTH MAIN

DUNCANVILLE

75116

(972) 780-4207

***

3209 CAMP WISDOM RD

DALLAS

75237

9391

CITIZENS BANK

2084 NAMANS ROAD

WILMINGTON

19808

(302) 421-2358

***

3924 KIRKWOOD HWY RTE 2

WILMINGTON

19808

9393

CHASE (JPMORGAN)

600 SOUTH TYLER STREET, SUITE 100

AMARILLO

79101

(806) 378-3100

***

WOFLIN SQ 2221 I-40 W

AMARILLO

79109

9395

CHASE (JPMORGAN)

7979 PLAZA BLVD

MENTOR

44060

(440) 352-5530

***

7619 MENTOR AVE

MENTOR

44060

9396

BANK OF AMERICA

236 WEST DEKALB PIKE

KING OF PRUSSIA

19406

(800) 841-4000

***

445 W DEKALB PIKE

KING OF PRUSSIA

19406

9398

BANK OF AMERICA

12400 NORTH FREEWAY

HOUSTON

77060

(281) 874-6166

***

GREENSPOINTE SQ 153 GREENS RD

HOUSTON

77060

9400

BANK OF AMERICA

700 PLAZA DRIVE

SECAUCUS

07094

(800) 841-4000

***

3 MILL CREEK DR

SECAUCUS

07094

9401

HSBC BANK USA

200 OAKDALE MALL

JOHNSON CITY

13790

800-975-4722

***

223 REYNOLDS RD OAKDALE MALL 3A

JOHNSON CITY

13790

9402

CHASE (JPMORGAN)

2921 PAT BOOKER, STE 100

UNIVERSAL CITY

78148

(210) 566-5750

***

8251 AGORA PARKWAY, SUITE 101

SELMA

78154

9403

CHASE (JPMORGAN)

19747 US HWY 59

HUMBLE

77338

(281) 540-6822

***

19723 EASTEX FREEWAY HWY 59

HUMBLE

77338

9404

BANK OF AMERICA

5144 82ND STREET

LUBBOCK

79424

(806) 798-4900

***

4408 50TH ST

LUBBOCK

79414

9405

BANK OF AMERICA

9375 KINGSTON PIKE

KNOXVILLE

37922

(865) 541-6130

***

7834 KINGSTON PIKE

KNOXVILLE

37919

9406

CHASE (JPMORGAN)

124 SOUTHWEST ADAMS STREET

PEORIA

61604

(309) 672-6123

***

3526-3528 N UNIVERSITY AVE

PEORIA

61604

9407

BANK OF AMERICA

9505 PINEVILLE-MATTHEWS ROAD

PINEVILLE

28134

(704) 386-3980

***

10610 D CENTRUM PKWY

PINEVILLE

28134

9408

BANK OF AMERICA

14001 METROTECH DRIVE

CHANTILLY

22021

(703) 502-3360

***

13061 LEE JACKSON MEMORIAL HWY

FAIRFAX

22033

9409

US BANK

900 WEST COUNT ROAD 42

BURNSVILLE

55337

(952) 435-3235

***

820 W COUNTY RD 42

BURNSVILLE

55337

9411

BANK OF AMERICA

50 MONUMENT RD

BALA CYNWYD

19004

(800) 841-4000

***

4510 CITY AVE

PHILADELPHIA

19131

9412

BANK OF AMERICA

41 BEACON STREET

FRAMINGHAM

01701

(800) 841-4000

***

1400 WORCESTER RD

NATICK

01760

9413

BANK OF AMERICA

601 N.W. LOOP 410

SAN ANTONIO

78216

(210) 525-5440

***

7334 SAN PEDRO BLVD

SAN ANTONIO

78216

9414

BANK OF AMERICA

6605 UPTOWN BLVD NE

ALBUQUERQUE

87110

(505) 282-3030

***

6601 MENAUL BLVD NE

ALBUQUERQUE

87110

9415

BANK OF AMERICA

241-42 S. CONDUIT BLVD

ROSEDALE

11422

(800) 841-4000

***

320 W SUNRISE HWY

VALLEY STREAM

11581

9416

CHASE (JPMORGAN)

2100 LINDEN BOULEVARD

BROOKLYN

11207

(718) 346-0087

***

1110 PENNSYLVANIA AVE STORE 18

BROOKLYN

11207

9417

BANK OF AMERICA

3802 S. ALAMEDA

CORPUS CHIRSTI

78404

(361) 851-6600

***

5118-C S STAPLES ST

CORPUS CHRISTI

78411

9419

BANK OF AMERICA

7676 MCPHERSON ROAD

LAREDO

78041

(956) 728-6830

***

5504 SAN BERNADO AVE STE 100

LAREDO

78041

9420

BANK OF AMERICA

7703 EASTPOINT MALL

BALTIMORE

21224

(410) 285-4780

***

7839 EASTPOINT MALL

E BALTIMORE

21224

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE
ADDRESS

CITY

ZIP

9421

CHASE (JPMORGAN)

4600 SOUTH HULEN STREET

FT WORTH

76132

(817) 884-4000

***

4613 S HULEN ST SUITE C

FT WORTH

76132

9422

CHASE (JPMORGAN)

5400 LBJ FREEWAY, STE 150

DALLAS

75240

(972) 934-7501

***

13398 PRESTON RD

DALLAS

75240

9424

WACHOVIA BANK

53 COLONIAL PARK MALL PA 6665

HARRISBURG

17109

(717) 657-4065

***

4425 JONESTOWN RD RTE 22

HARRISBURG

17109

9428

CHASE (JPMORGAN)

4401 WEST WISCONSIN AVE

APPLETON

54915

(920) 738-9000

***

SHOPS AT FOX RIVER 708 N CASALOMA DR STE 10 UNIT3

GRAND CHUTE (APPLETON)

54915

9429

BANK OF AMERICA

1212 HAWKINS BLVD

EL PASO

79925

(915) 590-4921

***

1111 HAWKINS BLVD

EL PASO

79925

9430

CHASE (JPMORGAN)

WHITE PLAINS COUNTY CTR 45 AQUEDUCT RD

WHITE PLAINS

10606

(914) 428-1701

***

350 TARRYTOWN RD RTE 119

GREENBURGH

10607

9431

COMPASS BANK

2811 EASTERN BLVD

MONTGOMERY

36116

(334) 409-7206

***

3984 EASTERN BLVD SUITE B

MONTGOMERY

36116

9432

BANK OF AMERICA

29 BLANDING BLVD

ORANGE PARK

32073

(904) 269-1770

***

66 BLANDING BLVD

ORANGE PARK

32073

9433

BANK OF AMERICA

9550 REGENCY SQUARE BLVD

JACKSONVILLE

32225

(904) 724-4445

***

9402 ARLINGTON EXWY

JACKSONVILLE

32225

9434

BANK OF AMERICA

1199 NE 163rd STREET

NORTH MIAMI

33162

(305) 947-0691

***

1749 NE 163RD ST

N MIAMI BEACH

33162

9435

BANK OF AMERICA

5330 HIGHWAY 78

STONE MOUNTAIN

30087

(770) 498-5250

***

5370 US HWY 78 SUITE 5

STONE MOUNTAIN

30087

9436

BANK OF AMERICA

2850 NO FEDERAL HWY

LIGHTHOUSE POINT

33064

(954) 784-2974

***

1800 N FEDERAL HWY STE 100

POMPANO BEACH

33062

9440

BANK OF AMERICA

821 NORTH STILES STREET

LINDEN

07036

(800) 841-4000

***

1601 W EDGAR RD

LINDEN

07036

9442

CHITTENDEN BANK

99 DORSET STREET

S BURLINGTON

05403

(802) 658-1444

***

861 WILLISTON RD STAPLES PLZ

S BURLINGTON

05403

9444

M & T BANK

640 SCRANTON CARBONDALE HWY

SCRANTON

18508

(570) 342-3047

***

CENTER OF SCRANTON, PA 18508

SCRANTON

18508

9445

BANK OF AMERICA

265 MONTAUK HIGHWAY

ISLIP

11751

(800) 841-4000

***

1757 SUNRISE HWY

BAY SHORE

11706

9447

BANK OF AMERICA

7811 MAPLE AVENUE

PENNSAUKEN

08109

(800) 841-4000

***

216 HADDONFIELD RD

CHERRY HILL

08002

9449

BANK OF AMERICA

8501 SUDLEY RD

MANASSAS

20109

(703) 331-3030

***

8372 SUDLEY RD

MANASSAS

22109

9451

CHASE (JPMORGAN)

323 SOUTH BARRINGTON ROAD

SCHAUMBURG

60193

(847) 895-3803

***

SCHAUMBURG PROMENADE 1985 EAST GOLF ROAD

SCHAUMBURG

60173

9454

BANK OF AMERICA

1459 MACARTHUR RD

WHITEHALL

18052

(800) 841-4000

***

2367 MACARTHUR RD

WHITEHALL

18052

9456

BANK OF AMERICA

600 DICK RD

DEPEW

14043

(800) 841-4000

***

2130 WALDEN AVE

CHEEKTOWAGA

14225

9457

US BANK

2400 MAPLE GROVE ROAD

DULUTH

55811

(218) 723-2938

***

913 W CENTRAL ENTRANCE

DULUTH

55811

9458

BANK OF AMERICA

15 COMMERCE BLVD

SUCCASUNNA

07876

(800) 841-4000

***

288 STATE ROUTE 10 W

SUCCASUNNA

07876

9460

BANK OF AMERICA

7101 WEST BROAD STREET

RICHMOND

23294

(804) 755-4500

***

7111 W BROAD ST

RICHMOND

23294

9461

BANK OF AMERICA

25 MAIN STREET

SOUTH RIVER

08882

(800) 841-4000

***

326 STATE ROUTE 18

E BRUNSWICK

08816

9464

BANK OF AMERICA

1381 EAST RIDGE ROAD

ROCHESTER

14621

(716) 467-7781

***

1381 E RIDGE RD

IRONDEQUOIT (ROCHESTER)

14621

9465

CHASE (JPMORGAN)

1331 PARK AVENUE WEST

MANSFIELD

44906

(419) 525-5715

***

695 N LEXINGTON SPRINGMILL RD

MANSFIELD

44906

9466

CHASE (JPMORGAN)

2207 SAGAMORE PARKWAY SOUTH

LAFAYETTE

47905

(765) 423-0140

***

2128 SAGAMORE PKWY S

LAFAYETTE

47905

9468

CHASE (JPMORGAN)

935 PILGRIM WAY

GREEN BAY

54304

(920) 497-6800

***

2300 S ONEIDA ST UNITED CTR

GREEN BAY (ASHWAUBEN)

54304

9469

CHASE (JPMORGAN)

3209 COURTYARD DRIVE

MIDLAND

79705

(432) 688-6353

***

4410 N MIDKIFF RD SUITE B-1

MIDLAND

79705

9470

CHASE (JPMORGAN)

1481 SOUTH SEVENTH STREET

LOUISVILLE

40208

(502) 566-2201

***

4814 OUTER LOOP BROWNSVL SQ SC

LOUISVILLE

40219

9471

CHASE (JPMORGAN)

5233 JOHNSTON STREET

LAFAYETTE

70503

(337) 236-7182

***

3501 AMBASSADOR CAFFREY

LAFAYETTE

70503

9472

BANK OF AMERICA

745 LYNNHAVEN PARKWAY

VIRGINIA BEACH

23452

(757) 498-6013

***

2704 N MALL DR SUITE 105-106

VIRGINIA BEACH

23452

9473

US BANK

1415 N ACADEMY BLVD

COLORADO SPRINGS

80909

(719) 597-9038

***

507 N ACADEMY BLVD CITADEL XG

COLORADO SPRINGS

80909

9477

BANK OF AMERICA

900 WEST 49TH STREET

HIALEAH

33012

(305) 364-8000

***

1001 W 49TH ST STE 1

HIALEAH

33012

9478

CHASE (JPMORGAN)

8578 GOODWOOD BLVD

BATON ROUGE

70806

(225) 332-4523

***

9490 AIRLINE HWY

BATON ROUGE

70815

9482

BANK OF AMERICA

2105 WEST BRANDON BLVD

BRANDON

33511

(813) 653-2235

***

103 BRANDON TOWN CENTER BLVD

BRANDON

33511

9484

CHASE (JPMORGAN)

303 SOUTH MATTIS AVENUE

CHAMPAIGN

61821

(217) 351-1600

***

1006 W ANTHONY DR SUITES A & B

CHAMPAIGN

61820

9486

CHASE (JPMORGAN)

221 WEST SIXTH STREET

AUSTIN

78701

(512) 479-1581

***

9705 RESEARCH BLVD HWY 183

AUSTIN

78759

9487

CHASE (JPMORGAN)

105 SOUTH ST. MARY’S

SAN ANTONIO

78205

(210) 271-8200

***

5755 NORTHWEST LOOP 410 #103

SAN ANTONIO

78238

9488

BANK OF AMERICA

4330 U S 98 NORTH

LAKELAND

33809-3821

(863) 816-1610

***

4304 HWY 98 N VILLAGE PLZ

N LAKELAND

33809

9489

CHASE (JPMORGAN)

55 SOUTH MAIN STREET, STE 175

NAPERVILLE

60540

(630) 305-6115

***

618 S RTE 59 NAPER W PLZ #112

NAPERVILLE

60540

9490

BANK OF AMERICA

6304 NORTH POINT PARKWAY

ALPHARETTA

30022

(710) 442-2476

***

7681 N POINT PKWY SUITE 500

ALPHARETTA

30202

9491

BANK OF AMERICA

9101 S DIXIE HWY

MIAMI

33156

(305) 663-5107

***

9875 S DIXIE HWY

MIAMI

33156

9494

BANK OF AMERICA

460 E ALTAMONTE DRIVE

ALTAMONTE SPRINGS

32701

(321) 207-2400

***

355 E ALTAMONTE DR SUITE 1000

ALTAMONTE SPRINGS

32701

9500

CHASE (JPMORGAN)

1201 WEST MAIN STREET

LEWISVILLE

75067

(214) 290-2000

***

565 E HWY 3040 SUITE 201

LEWISVILLE

75067

9501

BANK OF AMERICA

2940 S. GLENSTONE

SPRINGFIELD

65804

(417) 227-6251

***

1418 E BATTLEFIELD RD

SPRINGFIELD

65804

9502

NATIONAL CITY BANK

12010 CHURCH STREET LOCATOR R-H23-XX

BIRCH RUN

48415

(989) 797-9277

***

12150 SOUTH BEYER ROAD, SPACE F050

BIRCH RUN

48415

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE ADDRESS

CITY

ZIP

9503

VALLEY NATIONAL BANK

22 BLOOMFIELD AVENUE

BELLEVILLE

07109

(973) 759-1015

***

135 BLOOMFIELD AVE

BLOOMFIELD

07003

9504

CHASE (JPMORGAN)

4097 NICHOLS PARK DRIVE, SUITE 100

LEXINGTON

40503

(859) 273-1016

***

3270 NICHOLASVILLE RD

LEXINGTON

40503

9505

BANK OF AMERICA

6033 GLENNWOOD AVENUE

RALEIGH

27612

(919) 716-2237

***

6010 GLENWOOD AVE US 70 W

RALEIGH

27612

9506

FIRST COMMONWEALTH BANK

P.O. BOX 503

HOLLIDAYBURG

16648

(814) 944-4644

***

RT 200 & PLANK RD PARK HIL PLZ

ALTOONA

16602

9507

CHASE (JPMORGAN)

3508 W GENESEE STREET

SYRACUSE

13219

(315) 488-9255

***

3514 W GENESEE ST

SYRACUSE

13219

9508

CHASE (JPMORGAN)

3401 WEST FOX RIDGE LANE

MUNCIE

47304

(765) 747-4615

***

3301 N EVERBROOK LANE

MUNCIE

47304

9509

BANK OF AMERICA

2120 WEST STREET

ANNAPOLIS

21401-3058

(410) 224-3625

***

2091 WEST ST SUITE B

ANNAPOLIS

21401

9510

BANK OF AMERICA

3542 SATELLITE BLVD.

DULUTH

30136

(770) 497-3100

***

1950 PLEASANT HILL RD SUITE B

DULUTH

30096

9513

BANK OF AMERICA

825 DULVANEY VALLEY BLVD

TOWSON

21286

(410) 277-7471

***

815 GOUCHER BLVD

BALTIMORE

21286

9516

BANK OF AMERICA

1511 MATTHEW DRIVE

FORT MYERS

33907

(239) 939-1011

***

4455 CLEVELAND AVE

FT MYERS

33901

9518

CHASE (JPMORGAN)

8921 QUEENS BOULEVARD

ELMHURST

11373

(718) 803-5340

***

8955 QUEENS BLVD

ELMHURST

11373

9521

BANK OF AMERICA

3507 WHEELER RD

AUGUSTA

30909

(706) 737-4923

***

3435 WRIGHTSBORO RD SUITE 1206

AUGUSTA

30909

9522

BANK OF AMERICA

7802 ABERCORN STREET

SAVANNAH

31406

(912) 353-3960

***

OGLETHORPE PLAZA, 7929 ABERCORN STREET, SUITE 640-650

SAVANNAH

31406

9523

BANK OF AMERICA

1827 N MILITARY TRAIL

WEST PALM BEACH

33409-4715

(561) 697-3603

***

1990 N MILITARY TRAIL

W PALM BEACH

33409

9524

BANK OF AMERICA

3120 SW 34 th AVE

OCALA

34474-4433

(352) 861-1015

***

3558 SW COLLEGE RD, SUITE 200

OCALA

34474

9526

COMPASS BANK

1789 MONTGOMERY HIGHWAY

BIRMINGHAM

35244

(205) 297-3510

***

1707 MONTGOMERY HWY

HOOVER

35244

9527

CHASE (JPMORGAN)

22 EAST MIFFLIN STREET

MADISON

53703

(608) 282-6020

***

698 S WHITNEY WAY STERLING CTR

MADISON

53711

9528

BANK OF AMERICA

41 VETERANS MEMORIAL HIGHWAY

COMMACK

11725

(800) 841-4000

***

4199 JERICHO TPKE

E NORTHPORT

11731

9529

BANK OF AMERICA

510 VETERANS BOULEVARD

BRANSON

65616

(417) 336-6363

***

4370 GRETNA RD SUITE 2170

BRANSON

65616

9530

BANK OF AMERICA

498 SOUTH PLEASANTBURG DRIVE

GREENVILLE

29607

(864) 271-5740

***

2410 LAURENS RD

GREENVILLE

29607

9533

BANK OF AMERICA

3303 SOUTH TAMIAMI TRAIL

SARASOTA

34239

(941) 954-7800

***

4130 S TAMIAMI TRAIL

SARASOTA

34231

9534

BANK OF AMERICA

10 WEST HIGH STREET

BRIDGEWATER

08807

(908) 722-0601

***

936 RTE 22 E

SOMERVILLE

08876

9540

AMALGAMATED BANK NY

301 THIRD AVENUE

NEW YORK

10010

(212) 679-5305

***

291 THIRD AVE

NEW YORK

10010

9541

BANK OF AMERICA

10050 PINES BLVD

PEMBROKE PINES

33024

(954) 435-4114

***

11090 PINES BOULEVARD

PEMBROKE PINES

33026

9542

BANK OF AMERICA

100 EAST ELM STREET

HILLSBORO

76645

(254) 580-2300

***

104 NE I-35 SUITE 128

HILLSBORO

76645

9545

CHASE (JPMORGAN)

100 INDEPENDENCE PLACE

TYLER

75703

(903) 561-5000

***

4217 S BROADWAY AVE

TYLER

75701

9551

BANK OF AMERICA

3661 W OAKLAND PARK BLVD

LAUDERDALE LAKES

33311-1145

(954) 714-9079

***

3196 N STATE RD 7 REEF PLZ

LAUDERDALE LAKES

33319

9553

BANK OF AMERICA

2900 WEST DAVID ROAD

CONROE

77303

(936) 539-0299

***

1111 LEAGUE LINE RD. SUITE 121

CONROE

77303

9554

BANK OF AMERICA

1070 WEST PATRICK ST.

FREDERICK

21703

(301) 698-6080

***

1170 W PATRICK ST SUITES G & H

FREDERICK

21702

9557

FIRST NAT’L BANK

2204 LEBANON CHURCH ROAD

WEST MIFFLIN

15122

(412) 655-0900

***

2033 LEBANON CHURCH RD SUITE C

W MIFFLIN

15122

9558

BRANCH BK/TR (BB&T)

120 EAST HIGHWAY 53 SE

CALHOUN

30701

(706) 602-4003

***

455 BELWOOD RD SE SUITE 60

CALHOUN

30701

9564

US BANK

3410 SOUTH 143RD PLAZA

OMAHA

68144

(402) 330-1407

***

13003 W CENTER RD SUITE 28

OMAHA

68144

9566

COMPASS BANK

5275 MCWHINNEY

LOVELAND

80538

(970) 622-8080

***

5732 MCWHINNEY BLVD SPACE E-40

LOVELAND

80538

9567

BANK OF AMERICA

1025 INTERNATIONAL SPEEDWAY BLVD

DAYTONA BEACH

32114

(386) 947-3798

***

2110 W INTERNATL SPEEDWAY BLVD

DAYTONA BEACH

32114

9568

BANK OF AMERICA

162 COLLEGE STREET

ASHEVILLE

28801

(828) 251-8269

***

64 TUNNEL RD

ASHEVILLE

28805

9571

SECUTITY NATIONAL BANK

2 SOUTH MAIN STREET

JEFFERSONVILLE

43218

740-426-6384

***

8115 FACTORY SHOPS BLVD.

JEFFERSONVILLE

43128

9573

BANK OF AMERICA

354 1/2 WEST MIDDLE TURNPIKE

MANCHESTER

06040

(800) 841-4000

***

1470 PLEASANT VALLEY RD

MANCHESTER

06040

9576

MAIN SOURCE BANK

3880 W PRESIDENTIAL WAY PO Box 38

EDINBURGH

46124

(812) 526-0551

***

11747 N EXECUTIVE DR SPACE B80

EDINBURGH

46124

9577

BANK OF AMERICA

317 SE GREENVILLE BLVD.

GREENVILLE

27858

(252) 551-6218

***

3040 S EVANS ST SUITE 103

GREENVILLE

27834

9581

WACHOVIA BANK

4012 UNIVERSITY DRIVE

HUNTSVILLE

35816

(256) 551-5180

***

4710-B UNIVERSITY DRIVE

HUNTSVILLE

35816

9582

BANK OF AMERICA

45985 - 180 REGAL PLAZA

STERLING

20165

(703) 421-7533

***

46220 POTOMAC RUN PLAZA

STERLING

20164

9583

BANK OF AMERICA

140 ROUTE 73 NORTH

WEST BERLIN

08091

(856) 767-5800

***

199 NORTH ROUTE 73, SUITE A

WEST BERLIN

08091

9584

BANK OF AMERICA

3057 AKERS MILL ROAD

ATLANTA

30339

(770) 953-5640

***

2778 COBB PARKWAY

ATLANTA

30339

9585

CHASE (JPMORGAN)

2410 W. GRAND RIVER

HOWELL

48843

(517) 548-3827

***

1475 N BURKHART RD, SUITE D180

HOWELL

48843

9587

CHASE (JPMORGAN)

105 FILLMORE STREET

DENVER

80206

(303) 322-4799

***

320 SOUTH COLORADO BLVD

GLENDALE

80246

9588

FIVE STAR BANK

1940 US ROUTE 20

WATERLOO

13165

(315) 539-1000

***

655 RTE 318 SUITE A005

WATERLOO

13165

9589

BANK OF AMERICA

5002 WILLIAMSON ROAD NW

ROANOKE

24012

(540) 561-0943

***

1919 VALLEY VIEW BLVD NORTHWEST

ROANOKE

24012

9591

BANK OF AMERICA

101 E. MORELAND RD

WILLOW GROVE

19090

(800) 841-4000

***

311 W MORELAND RD

WILLOW GROVE

19090

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK
ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE ADDRESS

CITY

ZIP

9592

CHASE (JPMORGAN)

924 BROADWAY AVENUE

BOWLING GREEN

42101

(270) 781-9476

***

2522 SCOTTSVILLE RD

BOWLING GREEN

42104

9595

TRUSTMARK BANK

248 EAST CAPITOL STREET PO BOX 291

JACKSON

39205-0291

(601) 961-6071

***

1039 E COUNTRY LINE RD SUITE A

JACKSON

39211

9596

US BANK

8575 VALLEY CREEK ROAD

WOODBURY

55125

(651) 264-0200

***

8362 TAMARACK VILLAGE

WOODBURY

55125

9598

WACHOVIA BANK

8055 20TH STREET FL6584

VERO BEACH

32966

(561) 778-6081

***

1757 94TH DR SUITE D180

VERO BEACH

32966

9601

BANK OF AMERICA

1505 PUTT PUTT PLACE

CHARLOTTESVILLE

22901

(434) 974-4940

***

632 ALBEMARLE SQUARE

CHARLOTTESVILLE

22901

9604

CHASE (JPMORGAN)

6040 159TH STREET

OAK FOREST

60452

(708) 535-5440

***

9396 WEST 159TH STREET

ORLAND PARK

60462

9605

TD BANK

10 SHERWOOD DRIVE

TILTON

03276

(603) 286-2401

***

TANGER OUTLET CENTER, 120 LACONIA ROAD

TILTON

03276

9610

CHASE (JPMORGAN)

EAST STATE

ROCKFORD

61125-1086

(815) 398-6500

***

6376 EAST STATE STREET

ROCKFORD

61108

9612

CHASE (JPMORGAN)

1200 MCKINNEY, STE 433

HOUSTON

77010

(713) 751-6100

***

2346 SOUTH HIGHWAY 6

HOUSTON

77077

9613

CHASE (JPMORGAN)

9379 NORTH SHERIDAN BLVD

WESTMINSTER

80030

(303) 244-5060

***

8725 SHERIDAN BLVD UNIT B

WESTMINSTER

80030

9615

FROST NATIONAL BANK

221 WONDER WORLD DRIVE

SAN MARCOS

78666

(512) 393-5647

***

TANGER OUTLETS 4015 INTERSTATE HWY 35 STE 214

SAN MARCOS

78666

9616

COMMUNITY BANK & TRUST

800 STEVEN B TANGER BLVD

COMMERCE

30529

(706) 336-3202

***

800 STEVEN B TANGER BLVD S/310

COMMERCE

30529

9617

BANK OF AMERICA

1200 MT. ZION ROAD

MORROW

30260-2314

(770) 968-2000

***

6715 SUITE H JONESBORO H

MORROW

30260

9618

BANK OF AMERICA

115 ROUTE 50

MAYS LANDING

08330

(800) 841-4000

***

Center of Mays Landing, NJ 08330

Mays Landing

08330

9620

BANK OF AMERICA

7100 SW ARCHER ROAD

GAINESVILLE

32608

(352) 264-2929

***

3600 S.W. ARCHER ROAD UNIT A-1

GAINESVILLE

32608

9621

CHASE (JPMORGAN)

6800 WESTGATE BLVD. STE 111

AUSTIN

78745

(512) 479-5400

***

5601 BRODIE LANE

SUNSET VALLEY

78745

9622

BANK OF AMERICA

6727 NORTH DAVIS HIGHWAY

PENSACOLA

32504

(850) 478-3504

***

7000 N DAVIS HIGHWAY UNIT A

PENSACOLA

32504

9623

BANK OF AMERICA

5325 SW 21st STREET

TOPEKA

66604

(785) 295-3546

***

1930 S W WANAMAKER RD SUITE E

TOPEKA

66614

9624

BANK OF AMERICA

1481 CARL D SILVER PARKWAY

FREDERICKSBURG

22401

(540) 548-2827

***

3200 PLANK ROAD

FREDERICKSBURG

22407

9625

CHASE (JPMORGAN)

1441 WEST BAY AREA BLVD

WEBSTER

77546

(281) 557-7941

***

1041 WEST BAY AREA BLVD

WEBSTER

77598

9627

PREMIER BANK

100 GRELL LANE

JOHNSON CREEK

53038

(920) 699-6900

***

132 WEST LINMAR LANE, SUITE D25

JOHNSON CREEK

53038

9629

PREMIER BANK

11055 61ST STREET NORTH EAST

ALBERTVILLE

55301

(763) 497-8224

***

6415 LABEAUX AVENUE SUITE B-65

ALBERTVILLE

55301

9630

WACHOVIA BANK

700 SOUTH MACKENZIE STREET

FOLEY

36535

(251) 972-8823

***

2601 SOUTH MCKENZIE ST. SUITE 476

FOLEY

36535

9631

BANK OF AMERICA

150 PARKER ST

VACAVILLE

95688

(707) 449-4433

***

131 NUT TREE ROAD, SUITE K

VACAVILLE

95687

9632

Bank of ST. Augustine

900 STATE ROAD 16

ST. AUGUSTINE

32084

(904) 209-0078

***

2700 STATE RD 16 SUITE 815

ST. AUGUSTINE

32092

9633

US BANK

408 COURT STREET

WILLIAMSBURG

52361

(319) 668-9100

***

112-A TANGER DR.

WILLIAMSBURG

52361

9635

PNC BANK

1275 YORK ROAD

GETTYSBURG

17325

(717) 337-9333

***

1863 GETTYSBURG VILLAGE DRIVE, SUITE 250

GETTYSBURG

17325

9636

CITIZENS BANK OF PA

ROUTE 611 AND 715

TANNERSVILLE

18372

(570) 629-1631

***

1000 ROUTE 611, UNIT A19

TANNERSVILLE

18372

9640

BANK OF AMERICA

403 E. BIDWELL STREET

FOLSOM

95630

(916) 861-9900

***

13000 FOLSOM BLVD, SUITE 1440

FOLSOM

95630

9642

M & T BANK

10721 FAIRWAY LANE

HAGERSTOWN

21740

(301) 790-2326

***

495 PRIME OUTLETS BLVD.

HAGERSTOWN

21740

9643

NATIONAL CITY BANK

201 SOUTH BROAD ST LOCATOR 46-11-071

GROVE CITY

16127

(724) 458-9250

***

1911 LEESBURG GROVE CITY ROAD, SUITE 315

GROVE CITY

16127

9644

CITIZENS BANK

1187 BOSTON POST ROAD

WESTBROOK

06498

(860) 399-8511

***

314 FLAT ROCK PLACE, SUITE A135

WESTBROOK

06498

9662

CHASE (JPMORGAN)

4660 EAST MAIN STREET

WHITEHALL

43213

(614) 248-2600

***

5091 EAST MAIN STREET

COLUMBUS

43212

9664

US BANK

4621 INLAND EMPIRE ROAD

ONTARIO

91764

(909) 980-1485

***

4320 EAST MILLS CIRCLE UNIT H

ONTARIO

91764

9665

FIRST BANK OF THE LAKE

4558 HIGHWAY 54, SUITE 100

OSAGE BEACH

65065

(573) 348-2265

***

FACTORY OUTLET VILLAGE OSAGE BEACH, 4540 HWY 54, SUITE N4

OSAGE BEACH

65065

9668

WILMINGTON TRUST

4369 HIGHWAY ONE

REHOBOTH

19971

(302) 856-4491

***

REHOBOTH OUTLETS, 1230 OCEAN OUTLETS, HWY 1

REHOBOTH BEACH

19971

9670

REGIONS BANK

9420 HIGHWAY 49 NORTH

GULFPORT

39503

(228) 896-9519

***

10737 FACTORY SHOPS BOULEVARD

GULFPORT

39503

9676

CHASE (JPMORGAN)

425 AIRLINE HIGHWAY

GONZALES

70737

(225) 644-2575

***

TANGER OUTLE6T, 2400 TANGER BLVD. SUITE 152

GONZALES

70737

9677

CHASE (JPMORGAN)

2039 AIRLINE DRIVE

BOSSIER CITY

71111

(318) 226-2723

***

LOUISIANA BOARDWALK, 640 BOARDWALK BLVD.

BOSSIER CITY

71111

9680

BANK OF AMERICA

303 E. TULARE AVENUE

TULARE

93274

(559) 686-4900

***

1483 RETHFROD STREET

TULARE

93274

9683

CHASE (JPMORGAN)

525 MARKETPLACE BOULEVARD

HAMILTON

8691

(609) 585-3584

***

JACKSON OUTLET CENTER, 537 MONMOUTH ROAD, SPACE 322

JACKSON

08527

9685

BANK OF AMERICA

941 SOUTH ATLANTIC BLVD

LOS ANGELES

90022

(323) 415-8618

***

CITADEL OUTLETS, 100 CITADEL DRIVE, SUITE 660

COMMERCE

90040

9686

CHASE (JPMORGAN)

4365 FRANKLIN STREET

MICHIGAN CITY

46360

(219)-879-1122

***

1740 LIGHTHOUSE PLACE

MICHIGAN CITY

46360

9687

BANK OF AMERICA

7825 MONTEREY STREET

GILROY

95020

(800) 237-8052

***

GILROY PREMIUM OUTLETS, 8155 ARROYO Circl, Sp#A-108

GILROY

95020

9689

CHASE BANK

819 S ALLEN HEIGHTS

ALLEN

75002

(972) 747-3210

***

ALLEN PREMIUM OUTLETS 820 WEST STACY ROAD, SUITE 330

ALLEN

75013

9690

BANK OF AMERICA

1755 LAKESIDE DR

BULLHEAD CITY

86442

(520) 758-3981

***

1955 SOUTH CASINO DRIVE, SUITE 270

LAUGHLIN

89029

9691

LONE STAR NATIONAL BANK

RIO GRD V PREM OTL 5001 E. HIGHWAY83, SUITE 650C

MERCEDES

78541

(956) 544-3805

***

RIO GRANDE VALLEY PREM OUTLET 5001 E. EXPRESSWAY 83, SUITE 230

MERCEDES

78570

9692

BANK OF AMERICA

5900 CORE AVE

NORTH CHARLESTON

29406

(843) 745-8328

***

4840 TANGER OUTLET BOULEVARD, SUITE 966

NORTH CHARLESTON

29418

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK
ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE ADDRESS

CITY

ZIP

9693

CHASE BANK

1111 N. IH 35 At HIGHWAY 79

ROUND ROCK

78664

(512) 479-5400

***

4401 N. IH 35, SUITE 869

ROUND ROCK

78664

9694

CHASE BANK

7598 N MESA

EL PASO

79912

(915) 585-5012

***

THE OUTLET SHOPPES AT EL PASO 7051 SOUTH DESERT BOULEVARD, SUITE C-333

EL PASO

79932

9696

M & T BANK

2186 HIGH STREET

POTTSTOWN

19464

(610) 970-5051

***

PHILADELPHIA PREMIUM OUTLETS 18 LIGHTCAP ROAD, SUITE 167

POTTSTOWN

19464

9697

BANK OF AMERICA

17930 SPRING CYPRESS ROAD

CYPRESS

77429

(281) 256-4000

***

HOUSTON PREMIUM OUTLETS 29300 HEMPSTEAD ROAD, SUITE #804

CYPRESS

77433

9698

PNC BANK

319 Washington Rd

WASHINGTON

15301

(724) 225-1400

***

2200 TANGER BOULEVARD, SUITE 725

WASHINGTON

15301

9701

BANK OF AMERICA

5959 CANOGA AVENUE

WOODLAND HILLS

91367

(818) 712-6007

***

6443 CANOGA AVE STAPLES PLZ

WOODLAND HILLS (CANOGA PARK)

91367

9702

CHASE (JPMORGAN)

2950 WEST PEORIA

PHOENIX

85029

(602) 589-3888

***

2860 W PEORIA AVE

PHOENIX

85029

9703

BANK OF AMERICA

1603 HAWTHORNE BLVD

REDONDO BEACH

90247

(310) 214-7306

***

16129 S HAWTHORNE BLVD SUITE F

LAWNDALE

90260

9704

BANK OF AMERICA

391 SERRAMONTE CTR

DALY CITY

94015

(650) 615-4700

***

350 GELLERT BLVD

DALY CITY

94015

9705

BANK OF AMERICA

2905 STEVENS CREEK BLVD

SANTA CLARA

95050

(408) 983-0588

***

319 S.WINCHESTER BLVD

SAN JOSE

95128

9706

BANK OF AMERICA

901 NORTH MOUNTAIN AVENUE

ONTARIO

91762

(909) 865-2424

***

358/366 S MOUNTAIN AVE

UPLAND

91786

9708

BANK OF AMERICA

1053 WILLOW PASS RD

CONCORD

94520-5896

(925) 671-1563

***

675 CONTRA COSTA BLVD

PLEASANT HILL

94523

9709

BANK OF AMERICA

4120 SAN PABLO AVENUE

EMERYVILLE

94608

(510) 273-5690

***

1199 40TH ST EAST BAY SHOP CTR

EMERYVILLE

94608

9710

BANK OF AMERICA

3101 ARDEN WAY

SACRAMENTO

95825

(916) 861-9429

***

1743 ARDEN WAY

SACRAMENTO

95815

9711

BANK OF AMERICA

7496 DUBLIN BLVD

DUBLIN

94568-2416

(925) 833-9588

***

8000 AMADOR VALLEY BLVD

DUBLIN

94568

9712

BANK OF AMERICA

800 NORTHRIDGE CENTER

SALINAS

93906

(831) 443-7125

***

776 NORTHRIDGE MALL

SALINAS

93906

9713

BANK OF AMERICA

3401 DALE ROAD

MODESTO

95356

(209) 549-8280

***

3200 SISK ROAD UNIT G

MODESTO

95356

9714

BANK OF AMERICA

590 EAST SHAW AVENUE

FRESNO

93710

(559) 445-7346

***

5048 N BLACKSTONE AVE #101

FRESNO

93710

9715

BANK OF AMERICA

303 NORTH “D” STREET

SAN BERNARDINO

92401

(909) 381-8400

***

798 INLAND CTR DR

SAN BERNARDINO

92408

9716

CHASE (JPMORGAN)

5041 NORTH 16TH STREET

PHOENIX

85016

(602) 589-4340

***

3240 E CAMELBACK RD SUITE 100

PHOENIX

85018

9717

CHASE (JPMORGAN)

12240 NORTH TATUM BLVD

PHOENIX

85032

(602) 261-5230

***

12847-B N TATUM BLVD

PHOENIX

85032

9718

BANK OF AMERICA

10 SANTA ROSA AVENUE

SANTA ROSA

95404

(707) 525-2303

***

1911 SANTA ROSA AVE

SANTA ROSA

95407

9719

BANK OF AMERICA

3555 EAST FOOTHILL BLVD

PASADENA

91107

(626) 304-3175

***

3867 FOOTHILL BLVD

PASADENA

91107

9720

BANK OF AMERICA

641 MALL RING CIRCLE

HENDERSON

89014

(702) 654-3100

***

1152 W SUNSET RD SUNSET PLZ

HENDERSON

89014

9721

BANK OF AMERICA

3800 MING AVENUE

BAKERSFIELD

93309

(661) 395-2117

***

3699 MING AVE MING PLAZA

BAKERSFIELD

93309

9722

CHASE (JPMORGAN)

6257 EAST BROADWAY BLVD

TUCSON

85711

(877) 226-5663

***

5700 E BROADWAY

TUSCON

85711

9723

BANK OF AMERICA

3730 SOUTH BRISTOL STRET

SANTA ANA

92704

(714) 973-8495

***

3638 S BRISTOL ST METRO TWN SQ

SANTA ANA

92704

9724

BANK OF AMERICA

941 NORTH TUSTIN

ORANGE

92867

(714) 778-7304

***

1302 N TUSTIN ST

ORANGE

92667

9726

BANK OF AMERICA

4801 W. CHARLESTON BLVD

LAS VEGAS

89193

(702) 654-4310

***

1705 S DECATUR BLVD

LAS VEGAS

89102

9727

BANK OF AMERICA

503 W. BENHOLT DRIVE

STOCKTON

95207

(209) 944-5277

***

5779 PACIFIC AVE SHERWOOD PLZ

STOCKTON

95207

9728

BANK OF AMERICA

4002 TACOMA MALL BLVD

TACOMA

98409

(800) 253-0784

***

2220 S 37TH ST METRO PLZ S-8

TACOMA

98409

9729

BANK OF AMERICA

384 SAN ANTONIO RD

MOUNTAIN VIEW

94040-1273

(650) 324-4433

***

4898 EL CAMINO REAL

LOS ALTOS

94022

9730

BANK OF AMERICA

2400 148TH AVE. NORTHEAST

REDMOND

98052

(206) 358-2410

***

14725 NE 20TH AVE STERNCO CTR

BELLEVUE

98007

9731

BANK OF AMERICA

4795 SOUTH MARYLAND PARKWAY

LAS VEGAS

89119

(702) 654-4120

***

3993 S MARYLAND PKWY SUITE 101

LAS VEGAS

89119

9732

BANK OF AMERICA

401 N. HARBOR BLVD

FULLERTON

92832-1939

(714) 533-4470

***

1620 S HARBOR BLVD SUITE A

FULLERTON

92632

9733

BANK OF AMERICA

971 BLOSSOM HILL ROAD

SAN JOSE

95123

(408) 277-7730

***

882 BLOSSOM HILL RD K-MART CTR

SAN JOSE

95123

9734

BANK OF AMERICA

18 AUBURN WAY N

AUBURN

98002-5490

(253) 833-5310

***

1101 SUPERMALL WAY, 1069

AUBURN

98001

9735

BANK OF AMERICA

10101 SW WASHINGTON SQ RD

PORTLAND

97223

(503) 620-5515

***

8705 SW HALL BLVD

BEAVERTON

97008

9736

BANK OF AMERICA

150 SO. CALIFORNIA AVENUE

W. COVINA

91790

(626) 854-8047

***

330 S VINCENT AVE

W COVINA

91790

9737

BANK OF AMERICA

1200 FAIRMONT DRIVE

SAN LEANDRO

94578

(510) 614-6150

***

15099 HESPERIAN BLVD SUITE E&F

SAN LEANDRO

94578

9738

BANK OF AMERICA

11501 SANTA MONICA BLVD

LOS ANGELES

90025

(310) 996-7811

***

1845 WESTWOOD BLVD

W LOS ANGELES

90025

9739

BANK OF AMERICA

TUCSON

85705

(877) 226-5663

***

4055 N ORACLE RD SUITE 101

TUSCON

85705

9742

BANK OF AMERICA

30 E WELLESLEY AVE

SPOKANE

99207

(509) 353-6066

***

6010 N DIVISION ST

SPOKANE

99208

9743

BANK OF AMERICA

111 W 10th STREET

TRACY

95376

(209) 836-0944

***

1005 PESCADARO AVE SUITE 179

TRACY

95376

9744

BANK OF AMERICA

71-799 HIGHWAY 111

RANCHO MIRAGE

92270

(760) 341-4781

***

72216 HWY 111 SUITES F5 & F6

PALM DESERT

92260

9745

BANK OF AMERICA

2495 E. LAKESHORE DR

LAKE ELSINORE

92530-4446

(909) 679-6818

***

17600 COLLIER AVE SUITE H184

LAKE ELSINORE

92530

9746

BANK OF AMERICA

4705 SILVA

LAKEWOOD

90712

(562) 663-0525

***

5195 LAKEWOOD BLVD

LAKEWOOD

90712

9747

BANK OF AMERICA

1275 ROSECRANS DRIVE

SAN DIEGO

92106

(619) 221-6613

***

2990 MIDWAY DR ROSECRANS CTR

SAN DIEGO

92110

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK
ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE ADDRESS

CITY

ZIP

9748

BANK OF AMERICA

5541 SEPULVEDA BLVD

CULVER CITY

90230

(310) 397-7781

***

5592 S SEPULVEDA BLVD

CULVER CITY

90230

9752

BANK OF AMERICA

805 BROADWAY STREET

VANCOUVER

98660

(360) 696-5651

***

1416 JANTZEN BEACH CENTER

PORTLAND

97217

9753

BANK OF AMERICA

39300 FREMONT BLVD

FREMONT

94538

(510) 795-4110

***

39121 FREMONT BLVD

FREMONT

94538

9756

BANK OF AMERICA

12682 ARMAGOSA ROAD

SOUTH VICTORVILLE

92392

(760) 843-6615

***

12544-B AMARGOSA ROAD

VICTORVILLE

92392

9757

BANK OF AMERICA

1288 LANCASTER DR NE

SALEM

97301

(503) 945-2194

***

1132 LANCASTER DRIVE NE

SALEM

97301

9759

BANK OF AMERICA

7198 STOCKTON BLVD

SACRAMENTO

95823

(916) 732-4276

***

6160 FLORIN ROAD SUITE B

SACRAMENTO

95823

9760

CHASE (JPMORGAN)

2528 WEST SOTHERN AVENUE

TEMPE

85282

(480) 890-6256

***

5000 ARIZONA MILLS CIRCLE

TEMPE

85282

9761

BANK OF AMERICA

5905 S. VIRGINIA ST

RENO

89502-6029

(775) 688-8900

***

5595 SOUTH VIRGINIA ST, SUITE A

RENO

89502

9768

BANK OF AMERICA

24740 VALLEY STREET

NEWHALL

91321-2640

(661) 253-4600

***

VALENCIA MARKET PL. 25640 THE OLD RD

VALENCIA

91381

9769

BANK OF AMERICA

2597 GEORGE BUSBEE PKWY

KENNESAW

30144

(770) 423-5177

***

440 BARRETT PKWY, SUITE 17

KENNESAW

30144

9775

BANK OF AMERICA

2500 HIGHLAND

JONESBORO

72401

(870) 933-4352

***

2108 SOUTH CARAWAY

JONESBORO

72401

9777

BANK OF AMERICA

4041 LYNN COURT DRIVE

INDEPENDENCE

64055

(816) 979-6119

***

19110 A EAST 39TH STREET

INDEPENDENCE

64057

9778

BANK OF AMERICA

3410 WEST CHANDLER BLVD

CHANDLER

85226

(480) 224-2021

***

2560 W CHANDLER BLVD, SUITE 5

CHANDLER

85224

9780

CHASE (JPMORGAN)

4889 HOUSTON ROAD

FLORENCE

41042

(859) 647-6300

***

VILLAGE AT THE MALL, 7634 MALL RD

FLORENCE

41042

9782

BANK OF AMERICA

503 CROSS CREEK MALL

FAYETTEVILLE

28303

(910) 864-2020

***

1916 SKIBO RD SUITE 341

FAYETTEVILLE

28314

9783

BANK OF AMERICA

1391 SILAS CREEK ROAD PKWAY PLAZA

WINSTON SALEM

27127

(336) 805-3468

***

3272 SILAS CREEK PKWAY UNIT 33/34

WINSTON-SALEM

27127

9787

BANK OF AMERICA

11262 LOS ALAMITOS BLVD

LOS ALAMITOS

90720

(562) 624-4425

***

7601 CARSON BLVD.

LONG BEACH

90808

9788

BANK OF AMERICA

130 EMERALD SQUARE MALL

N. ATTLEBORO

2760

(508) 643-1182

***

1400 S. WASHINGTON ST. UNIT 3

N. ATTLEBORO

02760

9789

BANK OF AMERICA

1855 NORTH OXNARD BLVD

OXNARD

93030

(805) 278-4511

***

301 WEST ESPLANADE DRIVE

OXNARD

93030

9790

BANK OF AMERICA

1447 NEW BRITAIN AVE

WEST HARTFORD

06110

(860) 523-6151

***

1457 NEW BRITAIN AVENUE

WEST HARTFORD

06110

9791

BANK OF AMERICA

1729 WEST BROADWAY, SUITE 15

COLUMBIA

65203

(573) 876-6353

***

2101 WEST BROADWAY SUITE EE

COLUMBIA

65203

9792

US BANK

4004 NORTHWEST BLVD

DAVENPORT

52806

(563) 388-9223

***

902 WEST KIMBERLY ROAD

DAVENPORT

52806

9793

US BANK

4444 1ST AVENUE NE

CEDAR RAPIDS

52402

(319) 393-9156

***

1392 TWIXT TOWN ROAD

MARION

52302

9795

BANK OF AMERICA

23831 EL TORO

LAKE FOREST

92630

(949) 951-4024

***

THE ORCHARD AT SADDLEBACK 23600 EL TORO ROAD, SUITE A

LAKE FOREST

92630

9797

BANK OF AMERICA

10297 MAGNOLIA AVENUE

RIVERSIDE

92504

(909) 781-3312

***

10113 HOLE AVENUE

RIVERSIDE

92503

9798

BANK OF AMERICA

198 WEST MAIN STREET

EL CAJON

92020

(619) 401-1930

***

700 N JOHNSON AVE SUITE A

EL CAJON

92020

9799

CHASE (JPMORGAN)

505 D STREET

SOUTH CHARLESTON

25303

(304) 744-1835

***

90 RHL BLVD

SOUTH CHARLESTON

25309

9800

CHASE (JPMORGAN)

8283 SOUTH QUEBEC STREET

ENGLEWOOD

80112

(303) 244-5310

***

9078 WESTVIEW RD., SUITE 100

LONE TREE

80124

9801

BANK OF AMERICA

10900 SEMINOLE BLVD

LARGO

33778

(727) 319-4913

***

10357 ULMERTON ROAD

LARGO

33771

9802

BANK OF AMERICA

1101 WOODLAND ROAD

WYOMISSING

19610

(800) 841-4000

***

2733 PAPERMILL RD

WYOMISSING

19610

9804

BANK OF AMERICA

495 UNION STREET, SPACE 1000

WATERBURY

06706

(800) 841-4000

***

945 WOLCOTT ST

WATERBURY

06705

9805

CHASE (JPMORGAN)

3265 WEST MARKET STREET, SUITE 80

AKRON

44333

(330) 972-1930

***

3737 W. MARKET ST. UNIT L

FAIRLAWN

44333

9806

CHASE (JPMORGAN)

1400 WOODLOCH FOREST DRIVE

THE WOODLANDS

77380

(713) 751-6100

***

19075 I-45 SOUTH, SUITE 400, PORTOFINO CENTER

SHENANDOAH

77385

9807

CHASE (JPMORGAN)

4960 FAIRMONT PKWY

PASADENA

77505

(713) 751-6100

***

5579 FAIRMONT PKWY

PASADENA

77505

9808

CHASE (JPMORGAN)

1757 WEST FULLERTON

CHICAGO

60614

(773) 880-1376

***

1730 W. FULLERTON AVENUE UNIT 22

CHICAGO

60614

9809

CHEVY CHASE BANK

820 B. CAPITAL CENTRE BOULEVARD

LARGO

20774

(301) 350-6429

***

BLVD AT CAPITAL CENTRE, 900 G CAPITAL CENTER BLVD, SUITE D103

LARGO

20774

9810

CHASE (JPMORGAN)

575 SOUTH RANDALL ROAD

ST. CHARLES

60134

(630) 377-0808

***

962 SOUTH RANDALL RD. UNIT B

ST. CHARLES

60174

9811

BANK OF AMERICA

3321 NW FEDERAL HIGHWAY

JENSEN BEACH

34994

(772) 692-7821

***

2800NW FEDERAL HIGHWAY

STUART

34994

9813

BANK OF AMERICA

2330 WEST OREGON AVENUE

PHILADELPHIA

19145

(800) 432-1000

***

QUARTERMASTER PLAZA, 2306 OREGON AVENUE, SPACE F-3

PHILADELPHIA

19141

9814

BANK OF AMERICA

1188 GALLERIA BLVD

ROSEVILLE

95678

916-781-4582

***

CREEKSIDE TOWN CENTER, 1208 GALLERIA BLVD, STE 150

ROSEVILLE

95678

9816

BANK OF AMERICA

192 PATTERSON PLANK ROAD

CARLSTADT

07072

(800) 432-1000

***

89 ROUTE 17 SOUTH

EAST RUTHERFORD

07073

9817

BANK OF AMERICA

7805 GUNN HIGHWAY

TAMPA

33626

(813) 792-0342

***

8015 CITRUS PARK DRIVE

TAMPA

32828

9818

CHASE (JPMORGAN)

4200 DEMPSTER

SKOKIE

60076

(847) 674-1323

***

9410-A SKOKIE BLVD

SKOKIE

60077

9820

BANK OF AMERICA

8320 NORTH OAK TRAFFICWAY

KANSAS CITY

64155

(816) 979-4922

***

8401 NORTH MERCIER STREET

KANSAS CITY

64115

9821

BANK OF AMERICA

3220 188TH STREET, SW

LYNNWOOD

98037

(425) 744-1132

***

19220 ALDERWOOD MALL PKWY, SUITE 130

LYNNWOOD

98036

9822

BANK OF AMERICA

500 CHESTERFIELD CENTER DRIVE

CHESTERFIELD

63017

(636) 536-3670

***

17227 CHESTERFIELD AIRPORT ROAD, SPACE 203

CHESTERFIELD

63005

9823

BANK OF AMERICA

1704 NM HWY 528

ALBUQUERQUE

87111

(505) 282-4102

***

10260 COORS BYPASS NW, SUITE B

ALBUQUERQUE

87114

9826

BANK OF AMERICA

3010 ST HWY 35

HAZLET

07730

(800) 432-1000

***

2872 HIGHWAY 35 SOUTH

HAZLET

07730

Exhibit 7.1

DDA’s

STORE
NO.

BANK NAME

BANK
ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE ADDRESS

CITY

ZIP

9828

BANK OF AMERICA

27489 YNEZ ROAD

TEMECULA

92591

(951) 676-4114

***

40620 WINCHESTER ROAD, SUITE A

TEMECULA

92591

9829

CITIZENS BANK

1 NORTH MAIN STREET

GREENSBURG

15601

724-832-5900

***

WESTMORELAND MALL, 998 EAST PITTSBURGH STREET, SUITE A

GREENSBURG

15601

9831

BANK OF AMERICA

728 MASSABESIC STREET

MANCHESTER

03103

(800) 432-1000

***

TJ MAXX PLAZA, 18 MARCH AVENUE

MANCHESTER

03103

9832

CHASE (JPMORGAN)

320 NORTH NEW ROAD

WACO

76710

(254) 776-9500

***

2448 WEST LOOP 340

WACO

76711

9833

BANK OF AMERICA

201 EAST 11TH AVENUE

EUGENE

97401

(541) 342-5810

***

1125-A VALLEY RIVER DRIVE

EUGENE

97401

9834

BANK OF AMERICA

5038 WEST AVENUE NORTH

PALMDALE

93551

(661) 943-8927

***

AMARGOSA COMMONS, 39445 TENTH STREET WEST, SUITE E

PALMDALE

93551

9835

BANK OF AMERICA

749 MAIN STREET

HYANNIS

02601

(800) 432-1000

***

CAPETOWN PLAZA, 790 LYANNOUGH ROAD, SUITE 22A

HYANNIS

02601

9840

CHASE BANK

3783 VETERANS BLVD

METAIRIE

70002

(504) 455-9728

***

3750 VETERANS MEMORIAL BLVD

METAIRIE

70002

9841

BANK OF AMERICA

1601 EAST OAKLAND PARK BLVD

OAKLAND PARK

33334

(954) 568-4392

***

2365 NE 26TH ST WALGREENS PLZ

FT. LAUDERDALE

33305

9842

US BANK

10990 DOWNEY AVE

DOWNEY

90241

(562) 923-9891

***

12136 LAKEWOOD BLVD

DOWNEY

90242

9843

US BANK

151 ANDOVER PARK E

SEATTLE

98188

(206) 431-2580

***

17401 SOUTH CENTER PARKWAY, SUITE 141

TUKWILA

98188

9844

BANK OF AMERICA

700 ALAFAYA TRAIL

ORLANDO

32828

(407) 381-3980

***

464 N. ALAFAYA TRAIL, SUITE 109

ORLANDO

32828

9845

BANK OF AMERICA

433 BOSTON POST ROAD

PORT CHESTER

10573

(914) 934-1076

***

501-503 BOSTON POST ROAD

PORT CHESTER

10573

9846

CHASE (JPMORGAN)

12 LLOYDS LANE

MIDDLETOWN

10940

(845) 342-3310

***

444 ROUTE 211 EAST, SUITE # 3

MIDDLETOWN

10940

9847

CHASE (JPMORGAN)

2335 NEW HYDE PARK RD

NEW HIDE PARK

11042

(516) 355-2670

***

LAKE SUCCESS SHOPPING CENTER 1444 UNION TURNPIKE

NEW HYDE PARK

11040

9848

CHASE (JPMORGAN)

27901 PLYMOUTH RD

LIVONIA

48150

(734) 522-6350

***

WONDERLAND VILLAGE 29611 PLYMOUTH ROAD

LIVONIA

48150

9849

BANK OF AMERICA

8258 WEST BELL ROAD

GLENDALE

85308

(623) 487-5864

***

8110 WEST BELL ROAD

GLENDALE

85308

9850

US BANK

12000 SE 82nd AVE, SUITE 2001

PORTLAND

97266

(503) 275-7211

***

CLACKAMAS PROMENADE 8862 S.E. SUNNYSIDE ROAD

CLACKAMAS

97015

9851

BANK OF AMERICA

7387 DAY CREEK BLVD

RANCHO CUCAMONGA

91739

(909) 803-2724

***

VICTORIA CROSSROADS 12455 VICTORIA GARDENS LANE, SUITE #170

RANCHO CUCAMONGA

91739

9852

CHASE (JPMORGAN)

800 BROWN ROAD

AUBURN HILLS

48326

(248) 393-1276

***

SHOPS AT THE CROSSINGS 4175 BALDWIN ROAD, SPACE #9

AUBURN HILLS

48326

9854

BANK OF AMERICA

4080 SPRING MOUNTAIN RD

LAS VEGAS

89102

(702) 654-5050

***

4615 WEST FLAMINGO ROAD

LAS VEGAS

89103

9855

CHASE (JPMORGAN)

2910 WASHINGTON BLVD

OGDEN

84401

(801) 621-7266

***

4001 RIVERDALE ROAD # A

OGDEN

84405

9856

CHASE (JPMORGAN)

FASHION PLACE 6255 S STATE

MURRAY

84107

(801) 481-5070

***

6170 SOUTH STATE STREET

MURRAY

84107

9857

CHASE (JPMORGAN)

1115 S 800 E

OREM

84097

(801) 224-4500

***

1754 SOUTH STATE STREET

OREM

84097

9858

US BANK

7230 FAIRVIEW AVE

BOISE

83704

(208) 373-8950

***

7615 FAIRVIEW AVENUE

BOISE

83704

9859

US BANK

920 S 29th St W

BILLINGS

59102

(406) 651-1060

***

585 SOUTH 24 WEST

BILLINGS

59102

9860

BANK OF AMERICA

1845 EAST GUADALUPE RD

GILBERT

85234

(480) 539-5004

***

2285 EAST BASELINE RD

GILBERT

85234

9861

BANK OF AMERICA

12816 EAST SPRAGUE AVE

SPOKANE

99216

(509) 353-6030

***

14115 EAST SPRAGUE AVE

SPOKANE

99216

9862

CHASE (JPMORGAN)

292 PEQUOT AVE

SOUTHPORT

6490

(203) 227-0010

***

1505 POST ROAD EAST

WESTPORT

06880

460

***

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

Exhibit 7.1

DDA’s

ROCHESTER STORES

STORE
NO.

BANK NAME

BANK ADDRESS

CITY

ZIP

TELEPHONE

ACCOUNT #

ACH
ROUTING #

DEP.
ROUTING #

STORE
ADDRESS

CITY

ZIP

5000

BANK OF AMERICA

33 NEW MONTGOMERY STREET

SAN FRANCISCO

94103

415-624-0791

***

700 MISSION STREET

SAN FRANCISCO

94103

5008

BANK OF AMERICA

460 NORTH BEVERLY HILLS DRIVE

BEVERLY HILLS

90212

310-777-2746

***

9737 WILLSHIRE BLVD., SUITE 100 - E

BEVERLY HILLS

90212

5011

BANK OF AMERICA

601 NORTH DEARBORN STREET

CHICAGO

60611

312-274-9450

***

840 NORTH MICHIGAN AVENUE

CHICAGO

60611

5012

FLEET/BANK OF AMERICA

210 BERKLEY STREET

BOSTON

02116

617-859-8011

***

399 BOYLSTON STREET

BOSTON

02116

5013

JP MORGAN CHASE BANK

1251 AVENUE OF THE AMERICAS

NEW YORK

10019

***

1301 AVENUE OF THE AMERICAS

NEW YORK

10019

5014

BANK OF AMERICA

11868 PRESTON ROAD

DALLAS

75230

972-448-2750

***

11661 PRESTON ROAD, SUITE 101

DALLAS

75230

5015

BANK OF AMERICA

3116 PEACHTREE ROAD, NE

ATLANTA

30305

404-262-6340

***

3157 PEACHTREE ROAD, NE

ATLANTA

30305

5016

BANK OF AMERICA

1801 K STREET, NW

WASHINGTON

20036

202-624-5110

***

1101 CONNECTICUT AVENUE

WASHINGTON

20036

5018

BARCLAYS BLANK PLC

54 LOMBARD STREET

LONDON, ENGLAND

44-121-333-7722

***

90 BROMPTON ROAD

LONDON, ENGLAND

5022

BANK OF AMERICA

675 ANTON BLVD.

COSTA MESA

92626

714-850-6510

***

901-H SOUTH COAST DRIVE

COSTA MESA

92626

5025

BANK OF AMERICA

19645 BISCAYNE BLVD.

AVENTURA

33160

305-466-0436

***

BISCAYNE (US 1) & NE 187TH STREET

AVENTURA

33160

5028

BANK OF AMERICA

500 OLIVE WAY

SEATTLE

98101

206-358-1351

***

1801 5TH AVENUE

SEATTLE

98101

5029

BANK OF AMERICA

240 PLANDOME ROAD

MANHASSET

11030

800-841-4000

***

1625 NORTHERN BOULEVARD

MANHASSET

11030

5033

BANK OF AMERICA

236 WEST DEKALB PIKE

KING OF PRUSSIA

19406

***

150 ALENDALE ROAD BUILDING 1, 2ND FLOOR

KING OF PRUSSIA

19406

5101

BANK OF AMERICA

1330 NORTH MAIN STREET

WALNUT CREEK

94596

925-296-5931

***

1337 NORTH MAIN STREET

WALNUT CREEK

94596

5103

BANK OF AMERICA

2000 WEST GLADES ROAD

BOCA RATON

33431

561-447-8767

***

2301 GLADES ROAD, BAY 700

BOCA RATON

33431

5299

BANK OF AMERICA

CANTON

02021

***

CATALOG ACCOUNT

CANTON

02021

5401

JP MORGAN CHASE BANK

475 ROUTE 17M

MONROE

10917

845-783-8789

***

202 RED APPLE COURT

CENTRAL VALLEY

10917

***

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

Exhibit 7.2

Credit Card Arrangements

Merchant Services Bankcard Agreement, by and among Casual Male Retail Group, Inc.(“Casual Male”), The Chase Manhattan Bank and Chase Merchant Services, L.L.C.

The Casual Male entities operate under credit card arrangements with Chase Merchant Services, L.L.C. as follows:

•

Visa

•

MasterCard

•

American Express

•

Discover

Merchant Services Bankcard Agreement, by and among Casual Male and HSBC Bank Nevada, N.A. (“HSBC”).

Casual Male entities operate under credit card arrangements with HSBC with respect to a Private Label Credit Card for its Casual Male XL stores and Rochester Big & Tall stores.

EXHIBIT 16.1

ASSIGNMENT AND ACCEPTANCE

Dated:

Effective Date:

Re:

Sixth Amended and Restated Loan and Security Agreement dated , 2010 (as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”) between Bank of America, N.A., as Collateral Agent and Administrative Agent for the Revolving Credit Lenders, and the Revolving Credit Lenders, on the one hand, and Casual Male Retail Group, Inc., as Borrowers’ Representative for itself and the other Borrowers from time to time party thereto and as a Borrower, and each of the other Borrowers from time to time party thereto, on the other hand. (Terms used herein which are defined in the Loan Agreement have the same meaning herein as in the Loan Agreement).

Agreement By and Between:

(The “Assignor”) and

(The “Assignee”)


Wire Address for Assignee:

		ABA #:
		Account #:
		Attn:

Notice Address for Assignee:



		Attn:
		Fax:

1. ASSIGNMENT AND ACCEPTANCE: The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, as of the Effective Date (as hereinafter defined), the following portion (the “Assigned Commitment”) of the Assignor’s interest in the Revolving Credit Facility:

Revolving Credit Percentage Commitment: %

Revolving Credit Dollar Commitment: $

2. EFFECTIVE DATE: For purposes of this Assignment and Acceptance, the “Effective Date” is that date endorsed above by the Administrative Agent (which may be up to five (5) Business Days after the last to occur of: (a) the execution of this Assignment and Acceptance by the Assignor and the Assignee; (b) the assent of the Administrative Agent; (c) the obtaining of any other consent required by the Loan Agreement; and (d) the payment of any requisite processing fee.

3. REPRESENTATIONS BY ASSIGNOR: The Assignor represents that, as of the Effective Date:

(a) The Assignor is the legal and beneficial owner of the interest being assigned hereby free and clear of any liens and Encumbrances.

(b) The principal balance due to the Assignor on account of the Revolving Credit Note held by the Assignor is $ .

4. EXCLUSION OF WARRANTIES BY ASSIGNOR: The Assignor:

(a) Makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto or hereto.

(b) Makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any other Person primarily or secondarily liable in respect of any of the Liabilities, or the performance or observance by the Borrowers’ Representative or any Borrower or any other Person primarily or secondarily liable in respect of any of the Liabilities of any of their obligations under any Loan Documents or any other instrument or document furnished pursuant hereto or thereto.

(c) Attaches the Revolving Credit Note of which the Assignor is the holder and requests that the Administrative Agent cause the Borrowers’ exchange of such Revolving Credit Note for a new Revolving Credit Note payable to the Assignor and the Assignee reflecting the assignment referenced above.

5. ASSIGNEE’S REPRESENTATIONS, WARRANTIES AND AGREEMENTS: The Assignee:

(a) Confirms that it has received a copy of the Loan Agreement (and any amendment thereto), the most recent financial statements then to have been delivered pursuant to the Loan Agreement, and such other documents and information as the Assignee has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance.

(b) Confirms and represents that, independently and without reliance upon the Assignor, the Administrative Agent, or any other Revolving Credit Lender and based on such documents and information as the Assignee deems appropriate, has made such Person’s own credit decision to join in the credit facility contemplated by the Loan Documents and to become a “Revolving Credit Lender”.

(c) Confirms and represents that the Assignee will continue to make such Person’s own credit decisions in taking or not taking action under the Loan Agreement and other Loan Documents independently and without reliance upon the Assignor, the Administrative Agent or any other Revolving Credit Lender and based on such documents and information as the Assignee shall deem appropriate at the time.

(d) Appoints and authorizes the Agent to take such action on behalf of the Assignee and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto.

(e) Agrees that the Assignee will perform, in accordance with their terms, all of the obligations which, by the terms of the Loan Agreement and all other Loan Documents are required to be performed by it as a “Revolving Credit Lender” as if the Assignee had been a signatory thereto and to any amendments thereof.

(f) Represents and warrants that it is legally authorized to enter into this Assignment and Acceptance and to perform its obligations hereunder, under the Loan Agreement and under the Loan Documents.

6. EFFECT OF ASSIGNMENT AND ACCEPTANCE: Following delivery, acceptance and recording by the Administrative Agent of this Assignment and Acceptance, from and after the Effective Date:

(a) The Assignee shall be a party to the Loan Agreement and the other Loan Documents (and any amendments thereto) and to the extent of the Assigned Commitment, have the rights and obligations of a Revolving Credit Lender thereunder.

(b) The Assignor shall be released from the Assignee’s obligations under the Loan Agreement and the other Loan Documents to the extent of the Assigned Commitment.

(c) The Administrative Agent shall make all payments in respect of the interest in the Revolving Credit Loans assigned hereby (including payments of principal, interest, and applicable fees) to the Assignee.

(d) The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Administrative Agent or with respect to the making of this assignment directly between themselves.

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		ASSIGNEE

By:	By:
Name:	Name:
Title:	Title:
CONSENT The Administrative Agent hereby approves the foregoing assignment. BANK OF AMERICA, N.A. Administrative Agent
	By:
	Name:
	Title:

Acknowledged and, to the extent required under the Loan Agreement, consented to, this day of , .


CASUAL MALE RETAIL GROUP, INC.,
as Borrowers’ Representative

By
Name:		Dennis R. Hernreich
Title:		Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary