Common use of Conditions of Initial Credit Extension Clause in Contracts

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangers. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (where applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement, the Security Agreement, the Pledge Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerSubsidiary Guaranty; (ii) a Note Notes executed by the Borrowers Borrower in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage standing, as applicable in business in each jurisdiction where its ownership, lease or operation their respective jurisdictions of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a such executed documents as the Administrative Agent may reasonably require to perfect the Lenders’ first priority security interest in the Collateral, subject to the Liens set forth in Schedule 7.01, including notices of grants of security interests in intellectual property to be filed with the United States Patent and Trademark Office or United States Copyright Office, filings with the United States Surface Transportation Board and stock transfer powers; (vi) favorable opinion opinions of each of ▇▇▇▇ ▇▇▇▇▇▇▇▇ & LLP and ▇▇▇▇▇▇ ▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender Lender; (vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and as to such matters concerning approvals required in connection with the execution, delivery and performance by the Loan Parties and the validity against the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection Parties of the Liens Loan Documents, and such consents, licenses and approvals shall be in favor of the Collateral Agent)full force and effect, or (B) stating that, except as otherwise provided in Section 5.03, no such consents, licenses or approvals are so required; (viviii) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date;; and (viiix) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangers. (b) Not less than $100,000,000 At least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in Aggregate Commitments relation to the Borrower. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Revolving Credit Note executed by the Borrowers Borrower in favor of each Revolving Credit Lender requesting a Revolving Credit Note, a Term A-1 Note executed by the Borrower in favor of each Term A-1 Lender requesting a Term A-1 Note and a Term A-2 Note executed by the Borrower in favor of each Term A-2 Lender requesting a Term A-2 Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction of organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ McGuireWoods LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate of a Responsible Officer of Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2December 31, 2015, 2017 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (C) either that no action, suit, investigation or proceeding is pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority that (1) no consentsrelates to this Agreement or any other Loan Document, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party any of the Loan Documents to which it is a partytransactions contemplated hereby or thereby, or (2) that all such consents, licenses and approvals could reasonably be expected to have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effecta Material Adverse Effect; (viii) a certificate Solvency Certificate from the chief financial officer of the Lead BorrowerBorrower certifying that, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyto occur on the Closing Date (including, without limitation, all Credit Extensions to occur on the Closing Date), each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent; (ix) a duly completed Compliance Certificate, giving pro forma effect to the Security Documentstransactions to occur on the Closing Date (including, each duly executed by without limitation, all Credit Extensions to occur on the applicable Loan PartiesClosing Date) (such Compliance Certificate, the “Pro Forma Closing Date Compliance Certificate”); (x) all other Loan Documents, each duly executed by the applicable Loan Partiesfinancial statements referenced in Section 5.05(a) and (b); and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required hereunder or under the Fee Letter to be paid on or before the Closing Date shall have been paid. (c) Upon the reasonable request of any Lender made at least ten days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least five days prior to the Closing Date. (d) At least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced (which invoice may be in summary form) prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from Lenders other than such Lender prior to the Lead Lenders executing proposed Closing Date specifying its objection thereto. Notwithstanding anything contained elsewhere in this Agreement, each Lender that is a “Lender” (as defined in the Existing Credit Agreement) hereby waives any right to indemnification for any funding loss or expense that such Lender may sustain or incur as a result of a prepayment by the Borrower of any Loans outstanding under the Existing Credit Agreement on the Closing Date prior to the last day of the “Interest Period” (as defined in the Existing Credit Agreement) applicable thereto that is required to effect the refinancing of loans under the Existing Credit Agreement with Loans made under this Agreement or as a result of the allocation of any Loans to Lenders that were not “Lenders” under the Existing Credit Agreement.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement Agreement, all Collateral Documents and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a such Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel Parties acceptable to the Loan Parties, in each case, Agent addressed to the Administrative Agent and each Lender and Lender, as to such the matters set forth concerning the Loan Parties and the Loan Documents in the form attached hereto as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)Exhibit F; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis duly completed Compliance Certificate as of the Closing Date after giving effect last day of the fiscal quarter of Borrower most recently ended prior to the transactions contemplated herebyClosing Date, signed by a Responsible Officer of Borrower; (ix) evidence that all commitments under the Amended and Restated Revolving Credit, Term Loan and Security DocumentsAgreement dated August 8, each duly executed by 2003, as amended, among Borrower and certain of its Subsidiaries and PNC Bank National Association, as lender and as agent (the applicable Loan Parties“Existing Credit Agreement”) have been or concurrently with the Closing Date are being terminated, and all outstanding amounts thereunder paid in full and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (x) a forecast for the Borrower’s fiscal year ending May 31, 2007, in the same format as required for the 2008 fiscal year forecast, all other Loan Documents, each duly executed by the applicable Loan Partiesas described in Section 6.01(e); and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as Agent, the L/C Issuer or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Agent, Borrower shall have paid the reasonable fees, charges and disbursements of counsel to Agent (directly to such counsel if requested by Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that the aggregate amount of such fees, exclusive of disbursements, shall not exceed $65,000 for work performed prior to the Closing Date and that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent). (d) The Closing Date shall have occurred on or before November 30, 2006. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent, each Arranger and each of the Lenders: (i) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Principal Borrower; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party (provided that with respect to all of the above other than resolutions or is similar approval/authority documents, to the extent such materials were delivered in connection with the Existing Revolving Credit Agreement, the Loan Parties shall be a partypermitted to provide certificates of no change with respect to such items); (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownershipof such Loan Party’s incorporation, lease organization, or operation of properties or the conduct of its business requires such qualificationformation, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectas applicable; (v) a favorable opinion opinions of each of (1) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, and Cravath, Swaine & (2) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, general counsel of the Principal ▇▇▇▇▇▇▇▇, and (3) ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Loan PartiesAdministrative Agent, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower chief financial officer of the Principal Borrower: (A) either (1) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Loan Parties and the validity against the Loan Parties of the Loan Documents to which each is a party, and such consents, licenses and approvals shall be in full force and effect, or (2) stating that no such consents, licenses or approvals are so required; (B) certifying (A1) that immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (x) each Borrower is, and the Loan Parties, taken as a whole, are, Solvent, (y) no Default or Event of Default exists, and (z) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier), (2) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B3) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectEffect (except as qualified in clause (b) below), and (4) the current Credit Ratings; and (C) either that (1) no consentsdemonstrating compliance, licenses or approvals are required in connection as of the end of the fiscal period ended December 31, 2020, with the executionfinancial covenants contained in Section 7.08 by detailed calculation thereof (which calculation shall be in form satisfactory to the Administrative Agent and which shall include, delivery and performance by such Loan Party and the validity against such Loan Party among other things, an explanation of the Loan Documents to which it is methodology used in such calculation and a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization breakdown of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies components of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date;such calculation); and (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrowersuch other assurances, satisfactory in form and substance to certificates, documents, consents or opinions as the Administrative Agent, attesting to the Solvency of L/C Issuers or the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 There shall not have occurred a material adverse change since December 31, 2020 in Aggregate Commitments the business, assets, operations or financial condition of the Borrowers and the other Loan Parties, taken as a whole, or in the facts and information, taken as a whole, regarding such entities as represented to date. (c) There shall not exist any action, suit, investigation, or proceeding pending or threatened in writing, in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. (d) Any fees required to be paid on or before the Closing Date shall have been paid (or provisions reasonably satisfactory to the Administrative Agent shall have been made for the concurrent payment thereof). (e) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (f) (i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Closing Date; and (ii) at least five (5) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation effectiveness of the LC Issuer amendment and each Lender restatement of the Existing Credit Agreement as set forth herein and the obligations of the Lenders to make its initial Credit Extension hereunder is Loans on the Restatement Date are each subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement sufficient in number for distribution to from the Borrower, the Administrative Agent, Agent and each Lender and the Lead BorrowerLender; (ii) executed counterparts of the Reaffirmation Agreement from each Guarantor; (iii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iiiiv) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require and as are customary for transactions of this type to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (vvi) a favorable opinion of each of ▇▇▇▇▇▇ (A) Winston & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath(B) ▇▇▇▇▇ & Lardner LLP, Swaine Wisconsin counsel to the Loan Parties, (C) ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., Minnesota counsel to the Loan Parties, (D) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Georgia counsel to the Loan Parties, and (E) ▇▇▇▇▇ ▇▇▇▇ LLP, Missouri counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection are customary for financings of the Liens in favor of the Collateral Agent)this type; (vivii) an officer’s certificate prepared by the chief financial officer of the Borrower in the form of Exhibit H hereto certifying that the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, are Solvent; (viii) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) have been satisfied; and (ix) an initial Request for Credit Extension with respect to the Credit Extensions to be made on the Restatement Date in accordance with the requirements hereof. (b) All accrued costs, fees and expenses (including reasonable and documented legal fees and expenses and the fees and expenses of any other advisors) and other compensation payable to the Administrative Agent, the Arrangers or any Lender required to be paid on the Restatement Date pursuant to the BofA Fee Letter and/or the CoBank Fee Letter, in each case, to the extent invoiced at least two (2) Business Days prior to the Restatement Date (or such later date as the Borrower may reasonably agree), shall have been paid. (c) The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section 4.02 have been satisfied 5.05(a) and (after giving effect b), each in form and substance reasonably satisfactory to each of them. (d) There shall not exist any action, suit, investigation or proceeding pending or, to the consummation knowledge of the transactions contemplated Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. (e) The Administrative Agent shall have received, at least three (3) Business Days prior to the Restatement Date, all documentation and other information required by regulatory authorities under this Agreement applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent any such information or documentation was requested by the Lenders at least ten (10) days prior to the Restatement Date. (f) The Administrative Agent shall have received results of recent customary UCC lien searches with respect to the Borrower and the other Loan Documents Parties in their applicable jurisdictions of organization, and such searches shall reveal no Liens on any of the Closing assets of such parties except for Liens permitted by Section 7.01 or discharged on or prior to the Restatement Date pursuant to documentation satisfactory to the Administrative Agent. (including any Loans made or Letters of Credit issued hereunder))g) Since December 31, (B) that 2016, there has been no not occurred any event or circumstance since May 2, 2015, that has had or could be reasonably expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, (C) either that (1) no consents, licenses or approvals are required in connection for purposes of determining compliance with the executionconditions specified in this Section 4.01, delivery and performance each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by such Loan Party and or acceptable or satisfactory to a Lender unless the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off Administrative Agent shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant received notice from such Lender prior to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing proposed Restatement Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersspecifying its objection thereto. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement, the Security Agreement and all other Collateral Documents, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel Parties acceptable to the Loan Parties, in each case, Agent addressed to the Administrative Agent and each Lender and Lender, as to such the matters set forth concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect in form and substance satisfactory to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since June 30, 2010 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangers. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed as promptly as practicable by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be become a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of each of ▇▇▇▇▇▇▇ & ▇▇▇▇, S.C., ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇, P.C., counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)satisfied), (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate payoff letter from the chief financial officer of agent for the Lead Borrower, lenders under the Existing Credit Agreement satisfactory in form and substance to the Administrative Agent, attesting to Agent evidencing that the Solvency of the Loan Parties on a consolidated basis as of Existing Credit Agreement has been or concurrently with the Closing Date after giving effect to the transactions contemplated herebyis being terminated, all obligations thereunder are being paid in full; (ix) the Security DocumentsDocuments and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xi) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, (C) control agreements with respect to the Loan Parties’ securities and investment accounts, and (D) Collateral Agent and Access Agreements to the Arrangers.extent required hereunder; (b) Not After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately subsequent to, such establishment, (1) Exempted Debt does not exceed fifteen percent (15%) of Consolidated Net Tangible Assets, (2) Availability shall not be less than $100,000,000 in Aggregate Commitments 1,000,000,000 and (3) the Agent shall have been received from Lenders other than a certificate signed by a Responsible Officer of each of the Parent and Lead Borrower certifying to the foregoing (which certification shall include a reasonably detailed calculation evidencing satisfaction with this condition); (c) The Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended December 31, 2022, and executed by a Responsible Officer of the Lead Lenders executing this AgreementBorrower.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder enter into this Agreement is subject to satisfaction of the following conditions precedent: (a) The Receipt by the Administrative Agent’s receipt Agent of the following, each : (i) executed counterparts of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedthis Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (orParty and, in the case of certificates of governmental officialsthis Agreement, a recent date before the Closing Date) and by each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerLender; (ii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a Note executed recent date by the Borrowers in favor appropriate Governmental Authority of each Lender requesting the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Notesecretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, in-house counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)Lender; (vi) a certificate signed by a Responsible Officer of the Lead Borrower Company certifying (A) that the conditions specified that, except as described in clauses (a)any subsequent Form 10-Q or Form 8-K filing, (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto ; and (FB) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date;current Debt Ratings; and (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have Existing Credit Agreement has been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of or concurrently with the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersis being terminated. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel Parties acceptable to the Loan Parties, in each case, Agent addressed to the Administrative Agent and each Lender and Lender, as to such the matters set forth concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect in form and substance satisfactory to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are of third parties, if any, required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) evidence a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis duly completed Compliance Certificate as of the Closing Date after giving effect last day of the fiscal quarter of Borrower most recently ended prior to the transactions contemplated herebyClosing Date, signed by a Responsible Officer of Borrower; (ix) the Security Documentscommitment letters from RBS Citizens, each duly executed by the applicable Loan Parties; (x) all other Loan DocumentsN.A. and TD Bank, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction N.A. for their pro-rata share of the Collateral Agent and the Arrangers. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.Commitment;

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The With respect to the initial Credit Extensions under the U.S. Sub-facility, the Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (or, in the case of a Loan Party incorporated under the Laws of Australia, by two directors, a director and a secretary, or an attorney appointed by such Loan Party), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to each Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative each Agent, each Lender and the Lead BorrowerCompany and executed counterparts of each other Loan Document (other than the Loan Documents referred to in clause (b), below), sufficient in number for distribution to each Agent and the Company; (ii) a Note Notes executed by the Borrowers Company in favor of each U.S. Sub-facility Lender requesting a NoteNotes in the form of Exhibit C-1 and Exhibit C-2; (iiiA) in the case of a Loan Party organized under the Laws of any jurisdiction other than Australia, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is party, and (B) in the case of a Loan Party organized under the Laws of Australia, a certificate in relation to be the Loan Party given by a partydirector of the Loan Party substantially in the form of Exhibit K attached hereto, including all necessary attachments, dated not earlier than seven (7) days before the Closing Date; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Company, the Australian Borrower and each Subsidiary Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable an opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPDay, counsel to the Company and certain Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative each Agent and each Lender and Lender, as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) an opinion of special Kentucky counsel to the Company and certain Loan Parties reasonably satisfactory to the Administrative Agent, addressed to each Agent and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vii) an opinion of special Michigan counsel to the Company and certain Loan Parties reasonably satisfactory to the Administrative Agent, addressed to each Agent and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) opinion of Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel to the Agents, addressed to the Agents and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the parties to the documents referred to in clauses (i), (iii) and (iv), above, and those documents as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Lead Borrower Company certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2the date of the Audited Financial Statements, 2015with respect to the Company and its Subsidiaries, or since June 30, 2007, with respect to the Australian Borrower and its Subsidiaries that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, ; and (C) either that (1) no consentsa calculation of the Consolidated Leverage Ratio as of September 30, licenses or approvals are required in connection with 2007 on a pro forma basis adjusted to give effect to the execution, delivery and performance by such Loan Party consummation of the Acquisition and the validity against financings contemplated hereby as if such Loan Party transactions had occurred on such date; (xi) a duly completed Compliance Certificate as of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization last day of the Lead Borrower fiscal quarter of the Company ended on September 30, 2007, on a pro forma basis adjusted to give effect to the consummation of the Acquisition and the financings contemplated hereby as if such transactions had occurred on such date, signed by a Responsible Officer of the Company; (xii) a pro forma consolidated balance sheet, income statement and cash flow statement of the Company and its Subsidiaries from as of September 30, 2007, adjusted to give effect to the Initial Cap Table, (E) that executed copies consummation of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, Acquisition and the senior credit facilities of the B&N Parties have closed financings contemplated hereby as if such transactions had occurred on or substantially simultaneously such date, consistent in all material respects with the Closing Datesources and uses of cash as previously described to the Administrative Agent and the forecasts previously provided to the Administrative Agent; (viixiii) Subordination Agreements with respect to all Subordinated Debt, if any; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect, together with endorsements naming the applicable Agent, on behalf of the applicable Lenders, as an additional insured or loss payee, as the case may be, under all such insurance policies; (viiixv) a certificate from evidence that the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of Existing Credit Agreement has been or concurrently with the Closing Date after giving effect to is being terminated and all Liens securing obligations under the transactions contemplated herebyExisting Credit Agreement have been or concurrently with the Closing Date are being released; (ixxvi) the Security Documents, each duly a perfection certificate completed and executed by the Company with respect to each Loan Party and all documents and instruments required to perfect each applicable Loan PartiesAgent’s security interest in the Collateral (including title documents and signed blank transfer forms); (xxvii) certified copies of tax, judgment and Uniform Commercial Code search reports in each relevant jurisdiction dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Loan Party (under their present names and any previous names) as debtors, together with (a) copies of such financing statements, (b) payoff letters evidencing repayment in full of all Indebtedness to be repaid, the termination of all agreements relating thereto and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other Loan Documents, each duly executed appropriate termination statements and documents effective to evidence the foregoing (other than Liens permitted by Section 7.01) and (c) such other Uniform Commercial Code termination statements as the Administrative Agent may reasonably request; (xviii) any landlord waivers and access letters reasonably requested by the applicable Loan Parties; andAdministrative Agent with respect to real property interests of the Company and its Subsidiaries; (xixix) all documents and instruments, each document (including Uniform Commercial Code financing statements, ) required by the Loan Documents or under law or reasonably requested by the Collateral either Agent and the Arrangers to be filed, registered or recorded in order to create or perfect in favor of such Agent, for the first priority benefit of the applicable Lenders, a perfected Lien on the collateral described therein, prior to any other Liens intended (subject only to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recordedLiens permitted pursuant to Section 7.01), in each caseproper form for filing, to the reasonable satisfaction registration or recording with all filing and recording fees and taxes duly paid; (xx) consolidated audited financial statements of the Collateral Agent Australian Borrower and its Subsidiaries for the Arrangersfiscal years ended June 30, 2005, June 30, 2006, and June 30, 2007, and consolidated unaudited financial statements of the Australian Borrower for the three months ended September 30, 2007; (xxi) evidence that the Acquisition has closed or will close simultaneously on the Closing Date; and (xxii) such other assurances, certificates, documents, consents or opinions as the Agents, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Not less With respect to the initial Credit Extensions under the Australian Sub-facility, the Australian Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by two directors, a director and a secretary, or an attorney appointed by the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to each Agent and each of the Lenders: (i) Notes executed by the Australian Borrower in favor of each Australian Sub-facility Lender requesting Notes in the form of Exhibit C-3; (ii) a duly executed counterpart of an accession deed to the Australian Deed of Guarantee and Indemnity executed by each of Magnus Donners Pty Limited, Collotype International Holdings Pty Limited, Collotype Labels Pty Limited, Collotype iPack Pty Limited, Barossa Printmasters Pty Limited, Ever-Redi Press Pty Limited, Collotype Labels International Pty Limited, Collotype BSM Pty Limited, Colourcraft Labels Pty Limited and Nationwide Labels Pty Limited in the form of the annexure to the Australian Deed of Guarantee and Indemnity; (iii) a duly executed counterpart of a deed of charge executed by each of Magnus Donners Pty Limited, Collotype Labels Pty Limited, Collotype iPack Pty Limited and Ever-Redi Press Pty Limited in favor of the Australian Administrative Agent in its own capacity and as agent for the Australian Sub-facility Lenders substantially in the form of the deed of charge referred to in clause (f) of the definition of Australian Security Documents; (iv) a duly executed counterpart of a share mortgage executed by Collotype Labels International Pty Limited in favor of the Australian Administrative Agent in its own capacity and as agent for the Australian Sub-facility Lenders in respect of the entire share capital in Collotype Labels International (RSA) Pty Limited in form and substance satisfactory to the Australian Administrative Agent; (v) a certificate given by a director of each of each of Magnus Donners Pty Limited, Collotype International Holdings Pty Limited, Collotype Labels Pty Limited, Collotype iPack Pty Limited, Barossa Printmasters Pty Limited, Ever-Redi Press Pty Limited, Collotype Labels International Pty Limited, Collotype BSM Pty Limited, Colourcraft Labels Pty Limited and Nationwide Labels Pty Limited substantially in the form of Exhibit K with the attachments referred to and dated not earlier than $100,000,000 the later of the date of completion of the Acquisition and the date which is seven (7) days before the date of the documents referred to in Aggregate Commitments clauses (i) to (iv), above; (vi) evidence that the documents referred to in clauses (iii) and (iv), above, have been provisionally registered by the Australian Securities and Investments Commission or the Australian Administrative Agent or its counsel has been provided all necessary documents and funds required by them to attend to that registration; (vii) if any of the document referred to in clauses (iii) and (iv), above, is dutiable, evidence that it has been duly stamped or the Australian Administrative Agent or its counsel has been provided the funds required by them to attend to that stamping; and (viii) an opinion of Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel to the Agents, addressed to the Agents and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the parties to the documents referred to in clauses (i) to (iv), above, and those documents as the Required Lenders may reasonably request. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (d) Unless waived by the applicable Agent or the Arranger, as the case may be, the Company shall have paid all fees, charges and disbursements of counsel to such Agent or the Arranger (directly to such counsel if requested by such Agent or the Arranger) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and such Agent or the Arranger). (e) The Closing Date shall have occurred on or before March 31, 2008. (f) The Agents shall have completed a due diligence investigation of the Australian Borrower and its Subsidiaries in scope, and with results, satisfactory to the Agents and shall have been given such access to the management, records, books of account, contracts and properties of the Australian Borrower and its Subsidiaries. (g) The Agents shall be satisfied that no changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Agents or the Lenders regarding the Borrowers or their Subsidiaries or the transactions contemplated hereby after December 7, 2007 that (A) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (B) could reasonably be expected to adversely affect the Facilities or any other aspect of the transactions contemplated hereby, and nothing shall have come to the attention of the Lenders to lead them to believe that (x) the Confidential Information Memorandum dated December 2007 was or has become misleading, incorrect or incomplete in any material respect or (y) the transactions contemplated hereby will have a Material Adverse Effect. (h) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of any Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower Borrower, satisfactory in form and substance to the Administrative Agent, certifying (A) that the conditions specified in clauses (a), (bSections 4.02(a) and (c4.02(b) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had had, or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party Party, and the validity against such Loan Party Party, of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, effect and (D) there have not been any material change in to the capital structure and capitalization Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby; (vii) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with most recently ended prior to the Closing Date, signed by a Responsible Officer of the Lead Borrower; (viiviii) a Borrowing Base Certificate dated the Closing Date, relating to the month ended on March 31, 2008, and executed by a Responsible Officer of the Lead Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent Agents required under the Loan Documents have been obtained and are in effect; (viiix) a certificate payoff letter from the chief financial officer of agent for the Lead Borrower, lenders under the Existing Revolving Credit Loan Agreement satisfactory in form and substance to the Administrative Agent, attesting to Agent evidencing that the Solvency of the Existing Revolving Credit Loan Parties on a consolidated basis as of Agreement has been or concurrently with the Closing Date after giving effect to is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the transactions contemplated herebyExisting Revolving Credit Loan Agreement have been or concurrently with the Closing Date are being released; (ixxi) a payoff letter from the administrative agent for the lenders under the Existing Term Loan Agreement satisfactory in form and substance to the Administrative Agent evidencing that the Existing Term Loan Agreement has been or concurrently with the Closing Date is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Term Loan Agreement have been or concurrently with the Closing Date are being released; (xii) the Security DocumentsDocuments and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (xxiii) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xixiv) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law Law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Collateral Agent and (B) the ArrangersCredit Card Notifications and Blocked Account Agreements required pursuant to Section 6.13 hereof; and (xvi) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. (b) Not less than $100,000,000 in Aggregate Commitments The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent. (c) The Administrative Agent shall have received and be satisfied with such other information (financial or otherwise) reasonably requested by the Administrative Agent. (d) All necessary consents and approvals to the transactions contemplated hereby shall have been received from Lenders obtained and shall be reasonably satisfactory to the Administrative Agent, other than those which, individually or in the Lead aggregate, would not have, and would not reasonably be expected to have, a Material Adverse Effect. (e) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (f) After giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder), no Default or Event of Default shall exist. (g) There shall not have occurred any default of any Material Contract of any Loan Party which could reasonably be expected to have a Material Adverse Effect. (h) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (i) All fees required to be paid to the Agents on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders executing on or before the Closing Date shall have been paid in full. (j) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (k) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Closing Date. (1) There shall not have occurred any disruption or material adverse change in the United States financial or capital markets in general that has had, in the reasonable opinion of the Administrative Agent, a material adverse effect on the market for loan syndications or adversely affecting the syndication of the Loans. Without limiting the generality of the provisions of Section 9.04. for purposes of determining compliance with the conditions specified in this AgreementSection 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2April 30, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have BNED Credit Agreement has closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangers. (b) Not less than $100,000,000 in Aggregate Revolving Commitments shall have been received from Revolving Lenders other than the Lead Lenders executing this Agreement. (c) After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately subsequent to, such establishment (including, without limitation, the Existing Letters of Credit), Availability shall be not less than $300,000,000. (d) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date and relating to the fiscal month ended on July 4, 2015, duly executed by a Responsible Officer of the Lead Borrower. (e) All fees required to be paid to the Agents or the Arrangers on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (f) The Administrative Agent and each Lender 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”). (g) The Lead Lenders shall be reasonably satisfied with the terms and conditions, taken as a whole, of the Spin-Off Agreements to the extent material to the interests of the Lenders. (h) The Spin-Off shall have occurred, and the BNED Credit Agreement shall close on or substantially simultaneously with the Closing Date. (i) The payoff of the Existing Credit Agreement (including the termination of commitments thereunder and agreements to terminate, or assign to the Collateral Agent for the benefit of the Secured Parties, all Liens arising thereunder) shall be effected on the Closing Date in accordance with the terms and conditions of the Payoff Letter (including, if applicable, the provision of cash collateral or a Letter of Credit with respect to any Letters of Credit then issued and outstanding under the Existing Credit Agreement). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (iiA) a Committed Loan Note executed by the Borrowers in favor of each Lender requesting a Committed Loan Note, and (B) a Swing Line Loan Note executed by the Borrowers in favor of ▇▇▇▇▇ Fargo Retail Finance, LLC; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Marks & ▇▇▇▇▇▇▇, Chtd., counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (b) Sections 4.01 and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, and (D) there have not been any material change in to the capital structure and capitalization Solvency of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies Loan Parties on a Consolidated basis as of the Spin-Off Agreements are attached thereto and (F) that Closing Date after giving effect to the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Datetransactions contemplated hereby; (vii) a duly completed Compliance Certificate as of the last day of the Fiscal Month of the Parent and its Subsidiaries most recently ended prior to the Closing Date, signed by a Responsible Officer of the Lead Borrower; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent Agents required under the Loan Documents have been obtained and are in effect; (viiiix) a payoff letter from the lenders under the Existing Credit Agreement satisfactory in form and substance to the Administrative Agent evidencing that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations and other indebtedness thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (x) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ixxi) the Security DocumentsDocuments and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank (other than the certificate and stock powers being delivered pursuant to Section 6.22), each duly executed by the applicable Loan Parties; (xxii) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xixiii) the Disbursement Letter, duly executed by each of the parties thereto; (xiv) (A) appraisals (based on net liquidation value) by a third party appraiser acceptable to the Collateral Agent of all Inventory of the Borrowers, the results of which are satisfactory to the Collateral Agent and (B) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Collateral Agent; (xv) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (xvi) (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Collateral Agent Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, and (C) control agreements with respect to the ArrangersLoan Parties’ securities and investment accounts; (xvii) Collateral Access Agreement, as required by the Collateral Agent; and (xviii) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. (b) Not After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately subsequent to such establishment, Availability shall be not less than $100,000,000 40,000,000. (c) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on January 31, 2009, and executed by a Responsible Officer of the Lead Borrower. (d) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent. (e) The Administrative Agent shall have received and be satisfied with (i) a detailed business plan and forecast for the period commencing on the Closing Date and ending with the end of such Fiscal Year, which shall include an Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by quarter, each prepared in Aggregate Commitments conformity with GAAP and consistent with the Loan Parties’ then current practices and (b) such other information (financial or otherwise) reasonably requested by the Administrative Agent. (f) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) There shall not have occurred any default of any Material Contract of any Loan Party which could reasonably be expected to have a Material Adverse Effect. (h) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (i) All fees and expenses required to be paid to the Agents on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (j) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (k) 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, and shall be satisfied that the Loan Parties are in compliance with all Laws. (l) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Closing Date. (m) There shall not have occurred any disruption or material adverse change in the United States financial or capital markets in general that has had, in the reasonable opinion of the Administrative Agent, a material adverse effect on the market for loan syndications or adversely affecting the syndication of the Loans. (n) Each Lender shall have received final credit approval to enter into the Agreement and the other Loan Documents (to which it is a party) and for its applicable Commitment, and to perform its obligations thereunder. (o) The Agents shall have completed, and be satisfied with, its corporate and legal due-diligence of each Loan Party (including, but not limited to solvency), its examination of the Collateral, the Stores and distribution centers of the Loan Parties, and the capital structure of the Loan Parties. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement Agreement, all Collateral Documents and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note Notes executed by the Borrowers Borrower in favor of each Lender requesting a Notesuch Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel Parties acceptable to the Loan Parties, in each case, Agent addressed to the Administrative Agent and each Lender and Lender, as to such the matters set forth concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect in form and substance acceptable to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis duly completed Compliance Certificate as of the Closing Date after giving effect last day of the fiscal quarter of Borrower most recently ended prior to the transactions contemplated herebyClosing Date, signed by a Responsible Officer of Borrower; (ix) a forecast for the Security DocumentsBorrower’s fiscal year ending May 31, each duly executed by 2009, in the applicable Loan Parties;same format as required for the 2010 fiscal year forecast, all as described in Section 6.01(c); and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents, consents or opinions as Agent, the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law L/C Issuer or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Agent, Borrower shall have paid the reasonable fees, charges and disbursements of counsel to Agent (directly to such counsel if requested by Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, email (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Revolving A Note and/or Revolving B Note executed by the Borrowers Borrower in favor of each Lender requesting a such Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction of organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties and (ii) ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) evidence a certificate signed by a Responsible Officer of the Borrower certifying (A) that all insurance required to be maintained pursuant the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) only in the event that the Closing Date occurs prior to the Loan Documents and all endorsements in favor REIT IPO, (x) that there has been no event or circumstance since the date of the Collateral Agent required under Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (y) that no action, suit, investigation or proceeding is pending or, to the knowledge of any Loan Documents Party, threatened in writing in any court or before any arbitrator or Governmental Authority that (1) challenges the validity or enforceability of this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (2) would reasonably be expected to have been obtained and are in effecta Material Adverse Effect; (viii) a certificate Solvency Certificate from the chief financial officer of the Lead BorrowerBorrower certifying that, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyto occur on the Closing Date (including, without limitation, all Credit Extensions to occur on the Closing Date), the Loan Parties and their Subsidiaries, taken as a whole and on a consolidated basis, are Solvent; (ix) a duly completed Compliance Certificate, giving pro forma effect to the Security Documentstransactions to occur on the Closing Date (including, each duly executed by without limitation, all Credit Extensions to occur on the applicable Loan PartiesClosing Date); (x) evidence that at least $1.6 billion of Secured Indebtedness of the Consolidated Group, including all Indebtedness of any Unencumbered Property Subsidiary and all Indebtedness secured by or relating to any Unencumbered Eligible Property (including all unpaid principal, interest, fees, expenses and other Loan Documentsamounts owing thereunder or in connection therewith) shall have been repaid in full and all commitments therefor shall have been, each duly executed or concurrently with the Closing Date are being, terminated; (xi) evidence of a successful initial public offering by the applicable Loan PartiesREIT (“REIT IPO”), with minimum net proceeds of $2.0 billion therefrom after giving effect to concurrent payment of transaction expenses incurred in connection with the REIT IPO and the Revolving Credit Facility; (xii) the financial statements referenced in Section 5.05(a) and (b); and (xixiii) all documents and instruments, including Uniform Commercial Code financing statements, required by law such additional assurances or reasonably requested by the Collateral Agent and the Arrangers certifications with respect to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and conditions precedent in Article IV as the ArrangersAdministrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Not less than $100,000,000 in Aggregate Commitments The Administrative Agent and each Lender shall have been received from Lenders all documentation and other than information that the Lead Lenders executing this AgreementAdministrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies “PDFs” (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranties, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerCompany; (ii) a Note Notes executed by the Borrowers in favor of each Lender requesting that has requested a NoteNote at least two Business Days in advance of the Closing Date; (iii) such certificates of resolutions or other action, powers of attorney, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) such documents, certifications and other evidence (including relevant copies of each Loan Party’s Organization Documents trade and such other documents and certifications registers) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing (or the equivalent thereof with respect to Foreign Borrowers, to the extent applicable) and qualified to engage in business in each its jurisdiction where its ownershipof formation or in the case of a Borrower incorporated in Luxembourg, lease or operation of properties or an excerpt from the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectLuxembourg Trade and Companies Register; (v) a favorable opinion opinions of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPcounsel, counsel to the Loan Parties, including local and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Partiesspecial counsel, in each case, case addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and their capacity to enter into the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangers. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, or electronic copies or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) (A) a Committed Loan Note executed by the Borrowers in favor of each Lender requesting a Committed Loan Note, and (B) a Swing Line Loan Note executed by the Borrowers in favor of ▇▇▇▇▇ Fargo Retail Finance, LLC; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Blank Rome LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (b) Sections 4.01 and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, and (D) there have not been any material change in to the capital structure and capitalization Solvency of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies Loan Parties on a Consolidated basis as of the Spin-Off Agreements are attached thereto and (F) that Closing Date after giving effect to the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Datetransactions contemplated hereby; (vii) a duly completed Compliance Certificate as of November 30, 2008, signed by a Responsible Officer of the Lead Borrower; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent Agents required under the Loan Documents have been obtained and are in effect; (viiiix) a payoff letter from Wachovia Bank, National Association, the Parent, the Lead Borrower, Moorestown Finance, Inc., ▇▇▇▇▇▇▇▇▇ Assets, Inc. and Urban Renewal, satisfactory in form and substance to the Administrative Agent, evidencing that the Existing Facilities have been or concurrently with the Closing Date are being terminated, all indebtedness thereunder are being paid in full (or, in the case of obligations related to the Existing Letters of Credit, supported by a Letter of Credit), all commitments to make advances thereunder have been terminated, and all Liens securing obligations under the Existing Facilities have been or concurrently with the Closing Date are being released; (x) [intentionally omitted]; (xi) [intentionally omitted]; (xii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated Consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyhereby (which certificate may be included in the certificate described in clause (vi)(D) above); (ixxiii) the Security Documents, each duly executed by the applicable Loan Parties; (xxiv) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xixv) the Disbursement Letter, duly executed by each of the parties thereto; (xvi) (A) appraisals (based on net liquidation value) by a third party appraiser acceptable to the Collateral Agent of all Inventory of the Borrowers, the results of which are satisfactory to the Collateral Agent and (B) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Collateral Agent; (xvii) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements reasonably satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (xviii) (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents (subject only to Permitted Encumbrances) and all such documents and instruments shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Collateral Agent Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, and (C) control agreements with respect to the Loan Parties’ securities and investment accounts; (xix) Collateral Access Agreement covering all Real Estate owned by Urban Renewal, duly executed by Urban Renewal and the Arrangersapplicable Loan Parties; and (xx) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. (b) Not After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately subsequent to such establishment, Availability shall be not less than $100,000,000 25,000,000. (c) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on January 3, 2009, and executed by a Responsible Officer of the Lead Borrower. (d) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present in Aggregate Commitments all material respects the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent. (e) The Administrative Agent shall have received and be satisfied with (i) a detailed business plan and forecast for the period commencing on the Closing Date and ending with the end of such Fiscal Year, which shall include an Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by month, each prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices and (b) such other information (financial or otherwise) reasonably requested by the Administrative Agent. (f) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) There shall not have occurred any default of any Material Contract of any Loan Party which could reasonably be expected to have a Material Adverse Effect. (h) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (i) All fees and expenses required to be paid to the Agents on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (j) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (k) 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, and shall be satisfied that the Loan Parties are in compliance with all Laws. (l) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies “PDFs” (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each Lender: (i) executed counterparts of this Agreement Agreement, the Guaranties and the applicable Security Instruments, sufficient in number for distribution to the Administrative Agent, each Lender Lender, the Company and the Lead Foreign Borrower; (ii) a Note Notes executed by each of the Borrowers in favor of each Lender requesting a Notethat has requested Notes; (iii) such certificates of certificates, resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers Officers, secretaries or assistant secretaries (or other individuals performing similar functions) of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing or the equivalent thereof (to the extent applicable) and qualified to engage in business in each its jurisdiction where its ownership, lease of incorporation or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, Parties including special counsel to the Loan PartiesForeign Borrower in Luxembourg, and special counsel to the Foreign Guarantor in Poland, in each case, addressed to the Administrative Agent and each Lender (and expressly permitting reliance by successors and assigns of the Administrative Agent and each Lender), as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) a certificate for each Company and the Foreign Borrower, as applicable, signed by a Responsible Officer thereof certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (C) the current Debt Ratings; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) The Administrative Agent shall have received evidence that all satisfactory to it of the insurance required to be maintained by the Loan Parties pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect;Security Agreement. (viiic) The Administrative Agent shall have received the results of a certificate from the chief financial officer of the Lead BorrowerLien search (including a search as to judgments and tax matters), satisfactory in form and substance reasonably satisfactory thereto, made against the Loan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in assets of the same type as the Collateral of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Liens permitted pursuant to Section 7.01). (d) Any fees and expenses required to be paid on or before the Closing Date under the Fee Letters or under any Loan Document shall have been paid. (e) Unless waived by the Administrative Agent, attesting the Company and the Foreign Borrower, as applicable, each shall have paid all fees, charges and disbursements of counsel to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect Administrative Agent (directly to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably such counsel if requested by the Collateral Agent Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Arrangers Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be filedsatisfied with, registered each document or recorded to create or perfect the first priority Liens intended other matter required thereunder to be created under consented to or approved by or acceptable or satisfactory to a Lender unless the Loan Documents and all such documents and instruments Administrative Agent shall have been so filed, registered or recorded, in each case, received notice from such Lender prior to the reasonable satisfaction of the Collateral Agent and the Arrangersproposed Closing Date specifying its objection thereto. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (or, in the case of the Initial Designated Borrower, an officer of the Initial Designated Borrower authorized to represent the Initial Designated Borrower, as evidenced by a recent extract from the Dutch Trade Register or otherwise), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of (i) this Agreement executed by each Borrower and (ii) the Guaranty Agreement executed by each Borrower and each Material Domestic Subsidiary as of the Closing Date, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerCompany; (ii) a Note Notes executed by the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of each of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, U.S. counsel to the Loan Parties, and Cravath, Swaine & (ii) ▇▇▇▇▇▇▇ LLP▇. ▇▇▇▇▇▇, Assistant General Counsel of the Company, in each case addressed to the Administrative Agent and each Lender, in form and substance acceptable to the Administrative Agent and each Lender; (vi) a favorable opinion of NautaDutilh, Dutch counsel to the Loan Parties, in each caseAdministrative Agent, addressed to the Administrative Agent and each Lender Lender, in form and as substance acceptable to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)each Lender; (vivii) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effectso required; (viii) a certificate from the chief financial officer signed by a Responsible Officer of the Lead Borrower, satisfactory Company certifying (A) that the conditions specified in form Sections 4.02(a) and substance to (b) have been satisfied and (B) that there has been no event or circumstance since the Administrative Agent, attesting to the Solvency date of the Loan Parties on Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyMaterial Adverse Effect; (ix) a copy of each of (i) the Security Documents2006 Note Purchase Agreement and (ii) Amendment No. 1 to the 2003 Note Purchase Agreement, in each case duly executed by each party thereto and in form and substance satisfactory to the applicable Loan Parties;Administrative Agent and each Lender; and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents, consents or opinions as the applicable Loan Parties; and (xi) all documents and instrumentsAdministrative Agent, including Uniform Commercial Code financing statementsthe L/C Issuer, required by law the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Person of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers Persons of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer Person thereof authorized to act as a Responsible Officer Person in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel Parties acceptable to the Loan Parties, in each case, Agent addressed to the Administrative Agent and each Lender and Lender, as to such the matters set forth concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect in form and substance satisfactory to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer Person of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) a certificate signed by a Responsible Person of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that to the actual knowledge of Borrower there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viiiix) a certificate subordination agreements from the chief financial officer holders of the Lead BorrowerSubordinated Liabilities, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties;and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents, consents or opinions as Agent, the applicable Loan Parties; and (xi) all documents and instrumentsL/C Issuer, including Uniform Commercial Code financing statements, required by law Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Agent, Borrower shall have paid all Attorney Costs of Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent), but in no event to exceed $20,000 in the aggregate. (d) The Closing Date shall have occurred on or before February 28, 2007. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders (except to the extent expressly waived or postponed pursuant to the Side Letter Agreement of even date herewith among the Company and the Administrative Agent:): (i) executed counterparts of (A) this Agreement Agreement, (B) the Security Agreement, (C) the Pledge Agreement, (D) the Escrow and Security Agreement, (E) the Sonic Financial Pledge Agreement, (F) each Guaranty and (G) each other Security Instrument (other than Landlord Waivers, for which one (1) original counterpart shall be sufficient) required to be delivered in connection herewith, in each case, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerCompany; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions specified in Schedule 4.01, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit P (which shall include matters of Delaware, North Carolina, South Carolina and Federal Law) and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vii) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Lead Borrower and its Subsidiaries from the Initial Cap Table, Company certifying (E) that executed copies of the Spin-Off Agreements are attached thereto and (FA) that the Spin-Off shall conditions specified in Sections 4.02(a) and (b) have occurredbeen satisfied, and (B) that there has been no event or circumstance since the senior credit facilities date of the B&N Parties Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer (or in the case of Sonic Financial, a vice president) of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (x) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on September 30, 2005, signed by a Responsible Officer of the Company; (xi) a duly completed Revolving Borrowing Base Certificate dated as of the Closing Date certifying as to the Revolving Borrowing Base as of September 30, 2005, signed by a Responsible Officer of the Company; (xii) a duly completed Used Vehicle Borrowing Base Certificate dated as of the Closing Date certifying as to the Used Vehicle Borrowing Base as of September 30, 2005, signed by a Responsible Officer of the Company; (xiii) a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (xiv) duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xv) executed counterparts of intercreditor agreements between the Administrative Agent and the holders of Permitted Silo Indebtedness outstanding as of the Closing Date and evidence that all Liens securing obligations under the Permitted Silo Indebtedness (other than those Liens securing the property financed by such Permitted Silo Indebtedness) have closed on been or substantially simultaneously concurrently with the Closing Date are being released (unless arrangements have been made to the satisfaction of the Administrative Agent in its sole discretion for release of such Liens within a reasonable period after the Closing Date); (viixvi) executed counterparts of intercreditor agreements between the Administrative Agent and the holders of Interim Floorplan Indebtedness permitted hereunder outstanding on the Closing Date and evidence that all Liens securing obligations under the Interim Floorplan Indebtedness (other than those Liens securing the property financed by such Interim Floorplan Indebtedness) have been or concurrently with the Closing Date are being released (unless arrangements have been made to the satisfaction of the Administrative Agent in its sole discretion for the termination of such facilities and release of such Liens within a reasonable period after the Closing Date); (xvii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (viiixviii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released (unless arrangements have been made to the satisfaction of the Administrative Agent in its sole discretion for release of such Liens within a reasonable period after the Closing Date); (xix) evidence that the Existing New Vehicle Facilities have been or concurrently with the Closing Date are being terminated and all Liens securing obligations under the Existing New Vehicle Facilities have been or concurrently with the Closing Date are being released (unless arrangements have been made to the satisfaction of the Administrative Agent in its sole discretion for termination of such facilities and release of such Liens within a reasonable period after the Closing Date); (xx) consolidating balance sheets (including a separate line item for Eligible Used Vehicle Inventory) for the Company and each Subsidiary as at the end of September 30, 2005, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) all New Vehicle Borrowers and the portion of the Dual Subsidiaries not represented by Specified Franchises and (b) all Silo Subsidiaries and the portion of the Dual Subsidiaries represented by Specified Franchises, and in each case prior to intercompany eliminations; (xxi) forecasts (including assumptions) prepared by the management of the Company of consolidated balance sheets, income statements and cash flow statements in the form and substance reasonably satisfactory to the Administrative Agent for each of the first four years following the Closing Date; (xxii) If required by the Administrative Agent in its sole discretion, satisfactory results of audits of the Collateral, provided that, whether or not any such audit is performed, the Administrative Agent and the New Vehicle Swing Line Lender shall be entitled to rely on information provided by any existing lender of the Company or its Subsidiaries as to any Vehicles and Existing New Vehicle Facilities being refinanced or paid down on the Closing Date. (xxiii) (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to this Agreement, the Pledge Agreement or the Sonic Financial Pledge Agreement of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xxiv) UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a first priority Lien in and to such other Collateral as the Administrative Agent may require; (xxv) UCC search results with respect to the Borrowers showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Closing Date), (xxvi) such duly executed Landlord Waivers as may be requested by the Administrative Agent in its sole discretion; (xxvii) a certificate from the chief financial officer signed by a Responsible Officer of the Lead BorrowerCompany certifying as to the status of the Unrestricted Subsidiaries; (xxviii) such other assurances, satisfactory in form and substance to certificates, documents, consents or opinions as the Administrative Agent, attesting to the Solvency of L/C Issuer, the Loan Parties on a consolidated basis as of Revolving Swing Line Lender, the Closing Date after giving effect to New Vehicle Swing Line Lender, the transactions contemplated hereby; (ix) Used Vehicle Swing Line Lender or the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer, the LC Issuer Swing Line Lender, and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender Lender, and the Lead BorrowerBorrower for each Initial Unencumbered Property; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPDLA Piper LLP (US), counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vivii) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Lead Borrower and its Subsidiaries from the Initial Cap Table, certifying (E) that executed copies of the Spin-Off Agreements are attached thereto and (FA) that the Spin-Off shall conditions specified in Sections 5.02(a) and (b) have occurredbeen satisfied, and (B) that there has been no event or circumstance since the senior credit facilities date of the B&N Parties have closed on Audited Financial Statements that has had or substantially simultaneously could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower; (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing DateDate is being terminated and any Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (viixi) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viiixii) a certificate from the chief financial officer Disbursement Instruction Agreement effective as of the Lead BorrowerAgreement Date; (xiii) the Borrower shall have provided to the Administrative Agent and each Lender the documentation and other information requested by the Administrative Agent or such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, satisfactory including the PATRIOT Act, in form and substance each case at least five (5) Business Days prior to the Closing Date; (xiv) at least five days prior to the Closing Date, each Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, attesting and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan PartiesDate; and (xixv) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of (A) this Agreement, (B) the Guarantee and Collateral Agreement, (C) each Intellectual Property Security Agreement and (D) each other Collateral Document (other than any Mortgage), in each case sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (iiA) a Revolving Credit Note executed by the Borrowers Borrower in favor of each Revolving Credit Lender requesting a Revolving Credit Note, and (B) a Term Note executed by the Borrower in favor of each Term Lender requesting a Term Note; (iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of certified Organization Documents with respect to each Loan Party’s Organization Documents Party and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownershipof formation or organization, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectas applicable; (v) a favorable opinion of each customary opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPDay, as counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transactions to be consummated on the Closing Date and the execution, delivery and performance by such Loan Party, and the validity against such Loan Party, of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement satisfied, and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) the Audited Financial Statements, which shall be reasonably satisfactory to the Administrative Agent and the Lenders; (ix) a solvency certificate from signed by the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting Borrower as to the Solvency of the Loan Parties Borrower and its Subsidiaries, on a consolidated basis as of the Closing Date basis, after giving effect to the transactions contemplated hereby; (ixA) the Security entering into and making of the initial Credit Extensions under the Loan Documents to occur on the Closing Date, (B) the repayment and/or refinancing of the Existing Credit Agreement to occur on or prior to the Closing Date, (C) the payment of fees and expenses in connection with the Facilities and the Loan Documents, each duly executed by ; and (D) all other transactions related to the applicable Loan Parties;Facilities to occur on the Closing Date; and (x) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created securing obligations under the Loan Documents and all such documents and instruments shall Existing Credit Agreement have been so filedbeen, registered or recordedconcurrently with the Closing Date are being, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangers. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.released;

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder hereunder, and of each Existing L/C Issuer to continue the applicable Existing Letter(s) of Credit hereunder, is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (if applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Parent Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Request for Credit Extension relating to the initial Credit Extension and dated and delivered to the Administrative Agent at least two Business Days prior to the Closing Date; (iii) a Note (or Notes, as applicable) executed by the Borrowers Borrower in favor of each Lender requesting a NoteNote (or Notes, as applicable); (iiiiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and Safe Harbor as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable opinion of each of Jaffe, Raitt, Heuer and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, P.C., Michigan counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit F-1 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vivii) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇, LLP, New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F-2 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) an opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent; (ix) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Lead Borrower and its Subsidiaries from the Initial Cap Table, certifying (E) that executed copies of the Spin-Off Agreements are attached thereto and (FA) that the Spin-Off shall conditions specified in Sections 5.02(a) and (b) have occurredbeen satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on March 31, 2021, signed by a Responsible Officer of the Borrower; (xii) a duly completed Unencumbered Asset Certificate prepared on a pro forma basis to account for any acquisitions, dispositions or reclassifications of Properties, and the senior credit facilities incurrence or repayment of the B&N Parties any Indebtedness for borrowed money relating to such Properties, that have closed on or substantially simultaneously with the Closing Dateoccurred since March 31, 2021; (viixiii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viiixiv) a certificate from evidence that the chief financial officer Existing SHM Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing SHM Credit Agreement have been or concurrently with the Closing Date are being released (provided that evidence of such release shall be provided in accordance with Section 7.19); (xv) the Lead Borrowerdocumentation and other information reasonably requested by any Lender at least ten Business Days prior to the Closing Date in connection with applicable “know your customer” and Anti-Corruption Laws, satisfactory including, without limitation, the Patriot Act, the Trading with the Enemy Act and the Beneficial Ownership Regulation, in each case in form and substance reasonably satisfactory to such Lender and delivered at least five Business Days prior to the Closing Date; (xvi) completed requests for information dated a recent date, including UCC, judgment, tax, litigation and bankruptcy searches with respect to each applicable Loan Party, in each case except to the extent previously delivered to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xixvii) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lenders or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, the Guaranty, the Security Agreement, the Pledge Agreement, each Mortgage Property Support Document and each other Collateral Document, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ Block & ▇▇▇▇▇▇ Garden, LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and as to such matters concerning Lender, substantially in the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens form set forth in favor of the Collateral Agent)Exhibit I; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) evidence a certificate signed by a Responsible Officer of Holdings certifying (A) that all insurance required to be maintained pursuant to the Loan Documents conditions specified in Sections 4.02(a) and all endorsements in favor of the Collateral Agent required under the Loan Documents (b) have been obtained satisfied, and are (B) that there has been no event or circumstance since June 30, 2012, that has had or could be reasonably expected to have, either individually or in effectthe aggregate, a Material Adverse Effect; (viii) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a certificate filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ix) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (x) stock or membership certificates, if any, evidencing the Equity Interests pledged pursuant to the Collateral Documents and undated stock or transfer powers duly executed in blank; in each case to the extent such Equity Interests are certificated; (xi) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 4.01(a)(xi), such estoppel letters, consents and waivers from the landlords of such real property (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent); provided, however, that if the Borrowers fail to obtain any landlord waiver or other consent or document requested of any third party, then the requirements of this clause (xi) shall be deemed to be satisfied if the Borrowers used commercially reasonable efforts to obtain the same but were unable to do so; (xii) all Mortgaged Property Support Documents with respect to each Mortgaged Property, in form and substance satisfactory to the Administrative Agent and the Lenders; (xiii) copies of insurance policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required by the Administrative Agent, including, without limitation, (i) standard flood hazard determination forms and (ii) if any property is located in a special flood hazard area (A) notices to (and confirmations of receipt by) such Loan Party as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (B) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent; (xiv) a Solvency Certificate signed by the chief financial officer of the Lead Borrowereach of Holdings, satisfactory in form each Borrower and substance to the Administrative Agent, attesting each Guarantor as to the Solvency and related matters of each Borrower, individually, and of each Guarantor, taken together with the Loan Parties on a consolidated basis as of the Closing Date Borrowers and all Guarantors, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby; (ixxv) evidence that the Security DocumentsSeller Notes and all other existing indebtedness for borrowed money of Holdings and its Subsidiaries (other than Indebtedness permitted under this Agreement), each duly executed by and all obligations in respect of the applicable Loan PartiesSeller Notes, have been or concurrently with the Closing Date are being terminated and all Liens securing obligations thereunder have been or concurrently with the Closing Date are being released or (B) to the extent any of the Seller Notes are not paid in full concurrently with the Closing Date, such continuing Seller Notes are on terms and conditions, and are subject to subordination provisions, satisfactory to the Administrative Agent and the Lenders; (xxvi) all other Loan Documents, each duly executed evidence that the Indebtedness owed by the Company to W▇▇▇▇ Fargo Bank, National Association in the amount equal to approximately $1,200,000 has been or concurrently with the Closing Date is being repaid in full and all Liens securing obligations thereunder have been or concurrently with the Closing Date are being released; (xvii) the Administrative Agent and each Lender shall have received all documentation and other information requested by the Administrative Agent or such Lender, as applicable, in order to comply with its obligations under applicable Loan Parties“know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)); and (xixviii) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (including any local counsel) (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic transmissions by portable document format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerBorrowers; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of (1) M▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ Bockius, LLP, counsel to the Loan Parties, (2) local counsel to the Borrowers in each state where there is Eligible Real Estate and Cravath, Swaine & ▇▇▇▇▇ LLP, (3) local counsel to the Loan Parties, Parties in each casestate where such Loan Parties are organized, each addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Administrative Borrower certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (C) other than those which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent Agents required under the Loan Documents have been obtained and are in effect; (viii) a payoff letter from Bank of America, N.A., agent for the lenders under the Existing Credit Agreement evidencing that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (ix) a certificate from the chief financial officer of the Lead Administrative Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on taken as a consolidated basis whole as of the Closing Date after giving effect to the transactions contemplated hereby; (ixx) the Security DocumentsDocuments (including, without limitation, the Mortgages and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank), each duly executed by the applicable Loan Parties; (xxi) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xiA) appraisals by a third party appraiser engaged by the Collateral Agent of all Inventory and Prescription Files of the Borrowers, the results of which are reasonably satisfactory to the Collateral Agent and (B) a written report regarding the results of a field examination of the Borrowers, which shall be reasonably satisfactory to the Collateral Agent; (xiii) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any Mortgages, and releases or subordination agreements reasonably satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments (other than the Mortgages) shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Collateral Agent (or arrangements satisfactory to the Collateral Agent in its discretion for such filing, registration or recordation shall have been made), and (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof; (xv) evidence that all other actions that the Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (xvi) with respect to each parcel of Eligible Real Estate, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Collateral Agent, issued by First American Title Insurance Company or other title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all Liens (including, but not limited to, mechanics’ and materialmen’s Liens) excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) as the Collateral Agent may deem reasonably necessary or desirable; (xvii) With respect to each parcel of Eligible Real Estate, an environmental assessment report, in form and substance reasonably satisfactory to the Collateral Agent, from ARI Consultants, which report shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with any facilities of the Borrowers or any of their Subsidiaries, and the ArrangersCollateral Agent shall be reasonably satisfied with the nature and amount of any such matters; (xviii) an appraisal of each of the properties described in the Mortgages complying with the requirements of FIRREA by a third party appraiser engaged by the Collateral Agent and otherwise in form and substance reasonably satisfactory to the Collateral Agent; and (xix) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. (b) Not After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued (or deemed issued) at, or immediately subsequent to, such establishment, Excess Availability shall be not less than $100,000,000 78,000,000. (c) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the Fiscal Period ended on December 3, 2011 and executed by a Responsible Officer of the Administrative Borrower. (d) The Administrative Agent shall be reasonably satisfied with the capital structure (including outstanding indebtedness) of Parent and its Subsidiaries. (e) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present in Aggregate Commitments all material respects the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent. (f) The Administrative Agent shall have received and be reasonably satisfied with (i) forecasted consolidated financial statements of Parent and its Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, consisting of (A) balance sheets, income statements, and cash flow statements (including a calculation of Availability) on a monthly basis for fiscal year 2012, and (B) balance sheets, income statements, and cash flow statements (including a calculation of Availability) on an annual basis for each Fiscal Year thereafter through the Fiscal Year in which the Maturity Date occurs, and (ii) internally prepared balance sheets, income statements, and a cash flow statement as of the Fiscal Quarter ended October 8, 2011. (g) There shall not be pending any action, suit, investigation, litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (h) There shall not have occurred any default of any Material Contract of any Loan Party which could reasonably be expected to have a Material Adverse Effect. (i) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (j) All fees required to be paid to the Agents or the Arrangers on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (k) The Borrowers shall have paid all reasonable fees, charges and disbursements of the Agents, the Arrangers and the Lenders to the extent invoiced at least two (2) Business Days prior to the Closing Date. (l) The Agents and the Arrangers shall have received, at least ten (10) days prior to the Closing Date, all documentation and other information reasonably requested by the Agents and the Arrangers in writing and reasonably determined to be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (m) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Receipt by the Administrative Agent’s receipt Agent of the following, each : (i) executed counterparts of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedthis Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (orParty and, in the case of certificates of governmental officialsthis Agreement, a recent date before the Closing Date) and by each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerLender; (ii) copies of the Organizational Documents of each Loan Party certified to be true and complete as of a Note executed recent date by the Borrowers in favor appropriate Governmental Authority of each Lender requesting the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Notesecretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Company and each Loan Party Subsidiary Guarantor is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of each of Pillsbury ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, Parties and Cravath, Swaine & ▇▇▇▇▇▇ LLP▇. ▇▇▇▇▇▇▇, general counsel to for the Loan Parties, in each caseCompany, addressed to the Administrative Agent and each Lender and as party to such matters concerning this Agreement on the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)Closing Date; (vi) a certificate signed by a Responsible Officer of the Lead Borrower Company certifying (A) that the conditions specified in clauses (a), Sections 5.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement satisfied; and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date;; and (vii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, all insurance loans thereunder shall have been repaid and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (b) Any fees required to be maintained pursuant to paid on or before the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents Closing Date shall have been obtained and are in effect;paid. (viiic) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to Unless waived by the Administrative Agent, attesting the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Solvency of Administrative Agent to the Loan Parties extent invoiced prior to or on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the ArrangersDate. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement Agreement, all Collateral Documents and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note the Notes executed by the Borrowers Borrower in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ K + L Gates LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel acceptable to the Loan Parties, in each caseAgent, addressed to the Administrative Agent and each Lender and Lender, as to such the matters set forth concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect in form and substance satisfactory to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there have not has been any material change no event or circumstance since January 31, 2009 that has had or could be reasonably expected to have, either individually or in the capital structure aggregate, a Material Adverse Effect; and capitalization (C) that the calculation of the Lead Consolidated Leverage Ratio based on the unaudited consolidated and consolidating financial statements of the Borrower and its Subsidiaries from for its fiscal quarter ended January 31, 2009 previously provided to Administrative Agent pursuant to the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto Existing Credit Agreement is true and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Datecorrect; (viiviii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viiiix) a certificate from modification endorsement dated on or after the chief financial officer of date hereof to an ALTA extended coverage lender’s title insurance policy issued by a title insurance company acceptable to the Lead Agent, for the real property covered by the Indiana Mortgage in an amount equal to $1,750,000, insuring that fee simple title to such real property is vested in Borrower, satisfactory in form and substance to assuring the Administrative Agent, attesting to Agent that the Solvency of Indiana Mortgage creates a valid and enforceable lien on the Loan Parties on a consolidated basis real property covered thereby as of security for the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed obligations secured by the applicable Loan Parties;Indiana Mortgage prior and superior in right to any other person, subject only to exceptions approved by Agent in writing; and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents, consents or opinions as Agent, the applicable Loan Parties; and (xi) all documents and instrumentsL/C Issuer, including Uniform Commercial Code financing statements, required by law the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Agent (directly to such counsel if requested by Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent). (d) A favorable standard flood hazard determination for the real property covered by the Indiana Mortgage issued by LSI Flood Services. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranties, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerCompany; (ii) a Note Notes executed by the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions executed by a secretary, assistant secretary or other action, incumbency certificates and/or other certificates of Responsible Officers equivalent of each Loan Party as Party, which certify and attach true and complete copies of the Administrative Agent may require evidencing (A) the authority Organization Documents of each Loan Party Party, resolutions of its board of directors or equivalent governing body and incumbency of signatories (or equivalents) to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyDocuments; (iv) copies of each Loan Party’s Organization Documents and such other customary documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, existing and in good standing and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of (A) M▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ English, LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, (B) internal U.S. counsel to the Loan Parties, in each casecase addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of internal United Kingdom counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as Lender; (vii) a favorable opinion of internal German counsel to such matters concerning the Loan Parties Parties, addressed to the Administrative Agent and each Lender; (viii) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents as the Administrative Agent may reasonably request to which it is a party, if any, and certifying that such consents, licenses and approvals are in full force and effect, or (includingB) stating that no such consents, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)licenses or approvals are so required; (viix) a certificate signed by a Responsible Officer of the Lead Borrower Company certifying that (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), satisfied; (B) that with respect to the Company and its Subsidiaries, there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, ; and (C) either that (1) there is no consentsaction, licenses suit, investigation or approvals are required in connection with proceeding pending or, to the execution, delivery and performance by such Loan Party and the validity against such Loan Party knowledge of the Loan Documents Company, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to which it is have a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan PartiesMaterial Adverse Effect; (x) all such other Loan Documentsassurances, each duly executed by certificates, documents, consents or opinions as the applicable Loan Parties; and (xi) all documents and instrumentsAdministrative Agent, including Uniform Commercial Code financing statementsthe L/C Issuer, required by law the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments The Administrative Agent and each Lender shall have received all Patriot Act Disclosures requested by them prior to execution of this Agreement. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date and required to be paid or reimbursed by the Company pursuant to Section 10.04(a), plus such additional amounts of such fees, charges and disbursements as shall constitute the Administrative Agent’s reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC any L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Receipt by the Administrative Agent’s receipt Agent of the following, each : (i) executed counterparts of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedthis Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (orParty and, in the case of certificates of governmental officialsthis Agreement, a recent date before the Closing Date) and by each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerLender; (ii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a Note executed recent date by the Borrowers in favor appropriate Governmental Authority of each Lender requesting the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Notesecretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectjurisdiction; (v) a favorable opinion of each opinions of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, Parties and Cravath, Swaine & ▇▇▇▇▇▇▇▇▇▇▇ LLP▇. ▇▇▇▇▇▇▇, counsel to Senior Vice President, General Counsel and Secretary of the Loan PartiesBorrower and Holdings, in each case, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)Lender; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto Effect and (FB) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date;current Debt Ratings; and (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor a certificate signed by a Responsible Officer of the Collateral Agent required under Borrower certifying that the Loan Documents conditions specified in Sections 5.02(a) and (b) have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangerssatisfied. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been received from Lenders other than paid. (c) Unless waived by the Lead Lenders executing this AgreementAdministrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Closing Date.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerLoan Parties; (ii) a Revolving Note executed by the Borrowers Borrower in favor of each Lender requesting a Revolving Note; (iii) the Swing Line Note executed by the Borrower in favor of the Swing Line Lender; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvi) (A) a favorable opinion of each L▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, general counsel to the Borrower, and (B) a favorable opinion of A▇▇▇▇▇▇, S▇▇▇▇▇▇▇ & K▇▇▇▇▇▇ LLP, special Bermuda counsel to the Loan PartiesTMK, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vivii) a certificate signed by of a Responsible Officer or Secretary of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effectso required; (viii) a certificate from the chief financial officer signed by a Responsible Officer of the Lead BorrowerBorrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfactory in form and substance to (B) that there has been no event or circumstance since the Administrative Agent, attesting to the Solvency date of the Loan Parties on Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a consolidated basis as of Material Adverse Effect, and (C) the Closing Date after giving effect to the transactions contemplated hereby;current Debt Ratings. (ix) evidence that the Security Documents, each duly executed by Existing Credit Agreements have been or concurrently with the applicable Loan PartiesClosing Date is being terminated and all Liens securing obligations under the Existing Credit Agreements have been or concurrently with the Closing Date are being released; (x) all other any required regulatory approvals from any Governmental Authority with respect to the transactions contemplated by the Loan Documents, each including all hearing orders issued by any regulatory authority; (xi) a duly executed completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the applicable Loan PartiesBorrower; and (xixii) all documents and instrumentssuch other assurances certificates, including Uniform Commercial Code financing statementsdocuments, required by law consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuer, or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date. (d) The Closing Date shall have occurred on or before November 24, 2004. (e) There shall not have occurred a material adverse change (i) in the business, assets, properties, liabilities (actual or contingent), operations, conditions (financial or otherwise) or prospects of either of the Loan Parties, or the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003 or (ii) in the facts and information regarding such entities as represented by the Borrower or any of its Subsidiaries, or any representatives of any of them, to date. (f) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened, in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic transmissions by portable document format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of (1) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇, LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, (2) local counsel to the Loan Parties, Parties in each casestate where there is Eligible Real Estate and (3) local counsel to the Loan Parties in each state where such Loan Parties are organized, each addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (C) other than those which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent Agents required under the Loan Documents have been obtained and are in effect; (viii) a payoff letter from Deutsche Bank Trust Company Americas, as agent for the lenders under the Existing Credit Agreement evidencing that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (ix) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on taken as a consolidated basis whole as of the Closing Date after giving effect to the transactions contemplated hereby; (ixx) the Security DocumentsDocuments (including, without limitation, the Mortgages and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank), each duly executed by the applicable Loan Parties; (xxi) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xixii) (A) appraisals by a third party appraiser engaged by the Collateral Agent of all Inventory, Prescription Lists, and Rolling Stock of the Borrower, the results of which are reasonably satisfactory to the Collateral Agent and (B) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be reasonably satisfactory to the Collateral Agent; (xiii) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any Mortgages, and releases or subordination agreements reasonably satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments (other than the Mortgages) shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Collateral Agent (or arrangements satisfactory to the Collateral Agent in its discretion for such filing, registration or recordation shall have been made), and (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof; (xv) evidence that all other actions that the Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (xvi) with respect to each parcel of Eligible Real Estate, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Collateral Agent, issued by First American Title Insurance Company or other title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all Liens (including, but not limited to, mechanics’ and materialmen’s Liens) excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) as the Collateral Agent may deem reasonably necessary or desirable, (xvii) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid (or arrangements for payment reasonably satisfactory to the Collateral Agent have been made), and dated no more than 30 days before the day of the initial Credit Extension, certified to the Collateral Agent and the Arrangersissuer of the Mortgage Policies in a manner reasonably satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the Collateral Agent, showing all buildings and other improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than Permitted Encumbrances, encroachments and other defects reasonably acceptable to the Collateral Agent, (xviii) With respect to each parcel of Eligible Real Estate, an environmental assessment report, in form and substance reasonably satisfactory to the Collateral Agent, from ▇▇▇▇▇, which report shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with any facilities of the Borrower or any of its Subsidiaries, and the Collateral Agent shall be reasonably satisfied with the nature and amount of any such matters; (xix) an appraisal of each of the properties described in the Mortgages complying with the requirements of FIRREA by a third party appraiser engaged by the Collateral Agent and otherwise in form and substance reasonably satisfactory to the Collateral Agent; (xx) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. (b) Not After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued (or deemed issued) at, or immediately subsequent to, such establishment, Excess Availability shall be not less than $100,000,000 75,000,000. (c) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the Fiscal Period ended on February 23, 2008 and executed by a Responsible Officer of the Borrower. (d) The Administrative Agent shall be reasonably satisfied with the capital structure (including outstanding indebtedness) of the Borrower and its Subsidiaries. (e) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present in Aggregate Commitments all material respects the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent. (f) The Administrative Agent shall have received and be reasonably satisfied with (i) pro forma consolidated financial statements of the Borrower and its Subsidiaries, and forecasts prepared by management of the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent, consisting of (A) balance sheets, income statements, and cash flow statements (including a calculation of Availability) on a monthly basis for fiscal year 2008, and (B) balance sheets, income statements, and cash flow statements (including a calculation of Availability) on an annual basis for each Fiscal Year thereafter through the Fiscal Year in which the Maturity Date occurs, and (ii) an internally prepared balance sheets, income statements, and cash flow statement as of a date not more than 30 days prior to the Closing Date. (g) There shall not be pending any action, suit, investigation, litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (h) There shall not have occurred any default of any Material Contract of any Loan Party which could reasonably be expected to have a Material Adverse Effect. (i) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (j) All fees required to be paid to the Agents or the Arranger on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (k) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date. (l) 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. (m) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation effectiveness of this Agreement and the obligations of the LC Issuer Lenders and each Lender L/C Issuers to make its their initial Credit Extension Extensions hereunder is are subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement, the Security Agreement, the Guaranty Amendment, the Pledge Agreement Amendment and the Reaffirmation Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerBorrower Agent; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its state of incorporation, formation or organization, and each jurisdiction where state in which its ownershipprincipal offices are located, lease or operation as the case may be, as of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectrecent date; (v) a (A) favorable opinion opinions of (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, addressed to the Administrative Agent, each of L/C Issuer and each Lender, as to the matters set forth in Exhibit H-1, (ii) Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, Tennessee counsel to the Loan Parties, addressed to the Administrative Agent, each L/C Issuer and each Lender, as to the matters set forth in Exhibit H-2, (iii) Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Ohio counsel to the Loan Parties, addressed to the Administrative Agent, each L/C Issuer and Cravatheach Lender, Swaine & as to the matters set forth in Exhibit H-3, (iv) Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, LLC, Surface Transportation Board counsel to the Loan Parties, as to matters set forth in Exhibit H-4, and (v) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, each L/C Issuer and each Lender and Lender, as to such the matters concerning set forth in Exhibit H-5; (vi) (A) the Loan Parties unaudited balance sheets as of July 31, 2009 and the related statements of income and cash flow for such month and for the portion of the Fiscal Year then elapsed, on consolidated bases for Borrowers and Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and period, subject to normal year-end adjustments and the absence of footnotes, and (ii) the projections of Borrowers and the Subsidiaries for the period of August 1, 2009 through December 31, 2012 (presented on a monthly basis for the period of August 1, 2009 through December 31, 2010 and on an annual basis thereafter) evidencing Borrowers’ ability to comply with the financial covenant set forth in Section 7.12; (vii) a certificate of a Responsible Officer of each Loan Documents as the Administrative Agent may reasonably request Party certifying that all Governmental Approvals and all consents of other Persons, in each case that are necessary or advisable (including, without limitation, with respect to enforceability, due authorization and perfection the necessary consents of the Liens Existing Lenders to amend and restate the Existing Credit Agreement) in favor connection with the transactions contemplated by the Loan Documents and each of the Collateral Agent)foregoing shall be in full force and effect; (viviii) a certificate signed by a Responsible Officer of the Lead each Borrower certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement satisfied, and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2March 31, 2015, 2009 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, a certificate signed by a Responsible Officer of each duly executed by the applicable Loan PartiesBorrower certifying that such Borrower is Solvent; (xA) delivery to the Administrative Agent of the certificates, if any, evidencing the Equity Interests in the Borrowers’ Subsidiaries pledged under the Pledge Agreement on the Closing Date, together with undated stock powers duly executed in blank with respect thereto, (B) delivery to the Administrative Agent of a Global Intercompany Note executed by and among the Borrowers and their respective Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank and (C) acknowledgments of all filings or recordations necessary or desirable to perfect the Administrative Agent’s Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to the Administrative Agent that such Liens are the only Liens upon the Collateral (other than as expressly permitted by the Collateral Documents); (xi) duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to the Administrative Agent; (xii) (A) copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents and (B) the Insurance Assignment required under Section 6.07, in form and substance reasonably satisfactory to the Administrative Agent; (xiii) all field examinations, Equipment Appraisals and such other Loan Documentsreports, each duly executed audits or certifications as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; (xiv) such documentation and evidence as the Administrative Agent may reasonably request in order for it to carry out all “know your customer” or other checks (including checks with the Office of Foreign Assets Control of the U.S. Treasury Department) in relation to the identify of the Borrowers and their officers, that it is required to carry out in relation to the transactions contemplated by this Agreement, and the applicable Loan PartiesAdministrative Agent shall be satisfied with the results of all such “know your customer” or other checks; (xv) a Borrowing Base Certificate based on July 31, 2009 accounting records; and (xixvi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 Each Borrower shall have obtained all Governmental Approvals and all consents of other Persons, in Aggregate Commitments each case that are necessary or advisable (including, without limitation, the necessary consents of the Existing Lenders to amend and restate the Existing Credit Agreement) in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent. (c) There shall be no any action, suit, investigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (f) The Closing Date shall have occurred on or before August 31, 2009. (g) Upon giving effect to (i) all fees and expenses incurred in connection herewith that are required to be paid on or before the Closing Date and (ii) the prepayment of the Existing Loans with the remaining proceeds of the refund from SAP America, Inc. received in June 2009, Availability shall be at least $20,000,000. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedor electronic facsimiles, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement sufficient in number for distribution to Agreement, the Administrative Agent, each Lender Parent Guaranty and the Lead BorrowerOpco Guaranty; (ii) a Note executed by the Borrowers each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and each of its Subsidiaries is duly organized or formed, formed and that each Loan Party is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of each of B▇▇▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, a favorable opinion of the General Counsel of the General Partner, and Cravath, Swaine & ▇▇▇▇▇ LLP, a favorable opinion of special Colorado counsel to the Loan PartiesWIC, in each case, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit G-1, G-2 and G-3 respectively and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate of a Responsible Officer of the MLP either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Loan Parties and the validity against the Loan Parties of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Lead Borrower MLP certifying that (A) that the conditions specified in clauses (a), (b) both before and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of MLP Offering Closing, the transactions contemplated under this Agreement Initial Asset Acquisition and the other Loan Documents Borrowing on the Closing Date Date, (including a) the representations and warranties of the MLP and the Borrowers contained in Article V or any Loans made or Letters other Loan Document are true and correct in all material respects on and as of Credit issued hereunder))such date, and (b) no Default exists, and (B) that there has been no event or circumstance since May 2December 31, 2015, 2006 that has had or could be reasonably expected to have, either individually or in the aggregate, (a) a Material Adverse Effectmaterial adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (C) either that (1) no consentsactual or contingent), licenses or approvals are required financial condition of the businesses acquired by the MLP in connection with the executionInitial Asset Acquisition taken as a whole, delivery or the MLP and performance by such any of its Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party and the validity against such to perform its obligations under any Loan Party of the Loan Documents Document to which it is a party, ; or (2c) that all such consentsa material adverse effect upon the legality, licenses and approvals have been obtained and are in full force and effectvalidity, (D) there have not been binding effect or enforceability against any material change in the capital structure and capitalization Loan Party of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required any Loan Document to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effectwhich it is a party; (viii) a certificate from the chief financial officer signed by a Responsible Officer of the Lead BorrowerMLP certifying that (A) the MLP Offering Closing has been, satisfactory or substantially concurrently with delivery of such certificate is being, consummated on the Closing Date on the terms described in form the MLP Registration Statement and substance in compliance with applicable Laws; and (B) the Initial Asset Acquisition has been, or substantially concurrently with delivery of such certificate is being, consummated on the Closing Date on the terms described in the MLP Registration Statement and in compliance with applicable Laws and that after giving effect thereto, the MLP and its Restricted Subsidiaries shall own the Acquired Assets free and clear of all Liens other than Permitted Liens; (ix) a certificate signed by a Responsible Officer of the MLP (A) attaching a calculation of the pro forma Leverage Ratio of the MLP as of September 30, 2007 after giving effect to the Administrative AgentInitial Asset Acquisition and the Credit Extensions on the Closing Date, attesting to (B) certifying that the Solvency of the Loan Parties on a consolidated basis Available Amount as of the Closing Date after giving effect is not less than $40,000,000, and attaching a calculation of such amount; and (C) certifying as to the transactions contemplated hereby; (ix) the Security Documentscurrent Debt Ratings, each duly executed by the applicable Loan Parties;if any; and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents, consents or opinions as the applicable Loan Parties; and (xi) all documents and instrumentsAdministrative Agent, including Uniform Commercial Code financing statementsthe L/C Issuer, required by law the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees invoiced at least one Business Day before the Closing Date and required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead each Borrower; (ii) a Note executed by the Borrowers each Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of each of the other Loan Documents; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) and attaching thereto certified copies of the Organization Documents of each Loan Party’s Organization Documents and ; (v) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable opinion of (A) ▇▇▇▇▇▇▇ Procter LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of Lender and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan PartiesSaucony Canada, Inc., in each case, addressed in form and substance satisfactory to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vivii) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the Acquisition and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Lead Borrower and its Subsidiaries from the Initial Cap Table, Borrowers certifying (E) that executed copies of the Spin-Off Agreements are attached thereto and (FA) that the Spin-Off shall conditions specified in Sections 4.2(a) and (b) have occurred, been satisfied and (B) certifying as to the senior credit facilities calculation of the B&N Parties have closed on or substantially simultaneously with the Closing DateConsolidated EBITDA specified in clause (xvi) below; (viiix) a duly completed Compliance Certificate as of the last day of the last fiscal quarter ended for each of SRC and Target, with the Consolidated Leverage Ratio and Consolidated Tangible Net Worth therein to be calculated on a pro forma basis giving effect to the Acquisition, signed by a Responsible Officer of the Borrowers; (x) (A) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effecteffect and (B) certificates of insurance from an independent insurance broker dated as of the Closing Date, identifying insurers, types of insurance, insurance limits, and policy terms, and otherwise describing the insurance obtained in accordance with this Agreement; (viiixi) payoff letters evidencing that the Existing Credit Agreements have been or concurrently with the Closing Date are being terminated and all Liens securing obligations under the Existing Credit Agreements have been or concurrently with the Closing Date are being released; (xii) a certificate from the chief financial officer signed by a Responsible Officer of the Lead Borrower, satisfactory in form Borrowers attaching true and substance to the Administrative Agent, attesting to the Solvency complete copies of the Loan Parties on a consolidated basis Acquisition Documents; (xiii) the Audited Financial Statements, the unaudited pro forma financial statements and the forecasts, each referred to in Section 5.5; (xiv) an officer’s certificate signed by the treasurer of SRC and dated as of the Closing Date after giving effect as to the solvency of SRC and the Subsidiaries following the consummation of the Acquisition and the other transactions contemplated hereby; (ixxv) results of UCC searches (and the Security Documentsequivalent thereof in all foreign jurisdictions) with respect to the Collateral, each duly executed by indicating no Liens other than Liens permitted under Section 7.1 and otherwise in form and substance satisfactory to the applicable Loan PartiesAdministrative Agent; (xvi) satisfactory evidence that Consolidated EBITDA (calculated on a pro forma basis after giving effect to the Acquisition and the other transactions contemplated hereby) for the twelve months ended as of the last day of the last fiscal quarter ended for each of SRC and Target, was not less than $62,000,000; (xvii) all stock certificates and related instruments of transfer with respect to the Equity Interests of each Subsidiary pledged to the Administrative Agent pursuant to the Pledge Agreement; (xviii) (A) a certificate signed by a Responsible Officer of the Borrowers certifying (x) all other Loan Documents, each the value of SRC and the Subsidiaries of SRC existing immediately prior to the Acquisition and (y) the value of the Target and (B) a duly executed by the applicable Loan Partiescompleted Federal Reserve Form U-1; and (xixix) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 The Security Documents shall be effective to create in Aggregate Commitments favor of the Administrative Agent a legal, valid and enforceable first (except for Liens permitted by Section 7.1 entitled to priority under applicable law) security interest in and Lien upon the Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent. (c) The Acquisition shall have been consummated in accordance with the terms of the Acquisition Documents (as amended or modified with the consent of the Lenders as required below) and in compliance with applicable law and regulatory approvals and the terms and conditions of the Acquisition Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived without the prior written consent of the Lenders. (d) All applicable waiting periods without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on the Borrowers and the Subsidiaries in connection with the Acquisition and the other transactions contemplated hereby or that could seek or threaten any of the foregoing shall have expired. (e) No event or circumstance since June 1, 2005 shall have occurred that has had or could be reasonably expected to have, either individually or in the aggregate, a Closing Material Adverse Effect or a Target Material Adverse Effect. (f) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding any Borrower, the Target and/or their respective Subsidiaries or the Acquisition after June 1, 2005 that purports to materially and adversely affect the Acquisition or the other transactions contemplated hereby. (g) The Lenders shall have received satisfactory evidence of the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or governmental authority that would reasonably be expected to have a Material Adverse Effect. (h) The Lenders shall have received satisfactory evidence that all loans made by the Lenders to the Borrowers or any of its affiliates shall be in full compliance with the Federal Reserve’s margin regulations. (i) The Lenders shall be satisfied that (i) each Borrower, the Target and their respective Subsidiaries will be able to meet its obligations under all Plans, (ii) the Plans are, in all material respects, funded in accordance with the minimum statutory requirements, and (iii) no ERISA Event has occurred. (j) Any fees required to be paid on or before the Closing Date shall have been paid. (k) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (l) The Closing Date shall have occurred on or before November 30, 2005. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (iiA) a Committed Loan Note executed by the Borrowers in favor of each Lender requesting a Committed Loan Note, and (B) a Swing Line Loan Note executed by the Borrowers in favor of ▇▇▇▇▇ Fargo Retail Finance, LLC; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (b) Sections 4.01 and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, and (D) there have not been any material change in to the capital structure and capitalization Solvency of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies Loan Parties on a Consolidated basis as of the Spin-Off Agreements are attached thereto and (F) that Closing Date after giving effect to the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Datetransactions contemplated hereby; (vii) a duly completed Compliance Certificate as of the last day of the Fiscal Month of the Parent and its Subsidiaries most recently ended prior to the Closing Date, signed by a Responsible Officer of the Lead Borrower; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent Agents required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the certain Security DocumentsDocuments and certificates evidencing any stock being pledge thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xi) (A) appraisals (based on net liquidation value) by a third party appraiser acceptable to the Collateral Agent of all Inventory of the Borrowers, the results of which are satisfactory to the Collateral Agent and (B) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Collateral Agent; (xii) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Collateral Agent Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, and (C) control agreements with respect to the ArrangersLoan Parties’ securities and investment accounts; (xiv) Collateral Access Agreement, as required by the Collateral Agent; (xv) Freight forwarder agreements, as required by, and in form and substance satisfactory to, the Collateral Agent; and (xvi) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. (b) Not less than $100,000,000 The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date for the then most recently ended fiscal week, and executed by a Responsible Officer of the Lead Borrower. (c) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent. (d) The Administrative Agent shall have received and be satisfied with (i) a detailed Business Plan and forecast for the period commencing on the Closing Date and ending with the end of such Fiscal Year, which shall include an Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by month, each prepared in Aggregate Commitments conformity with GAAP and consistent with the Loan Parties’ then current practices and (b) such other information (financial or otherwise) reasonably requested by the Administrative Agent. (e) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (f) There shall not have occurred any default of any Material Contract or adverse change in the business, assets, operations, trade support, condition (financial or otherwise) or prospects of any Loan Party, which would reasonably be expected to have a Material Adverse Effect. (g) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (h) All fees and expenses required to be paid to the Agents pursuant to Sections 2.03, 2.09 and 10.04 and on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (i) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (j) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Closing Date. (k) There shall not have occurred any disruption or material adverse change in the United States financial or capital markets in general that has had, in the reasonable opinion of the Administrative Agent, a material adverse effect on the market for loan syndications or adversely affecting the syndication of the Loans. (l) Each Lender shall have received final credit approval to enter into the Agreement and the other Loan Documents (to which it is a party) and for its applicable Commitment, and to perform its obligations thereunder. (m) The Agents shall have completed, and be satisfied with, its corporate and legal due-diligence of each Loan Party (including, but not limited to solvency), its examination of the Collateral, the Stores and distribution centers of the Loan Parties, and the capital structure of the Loan Parties. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the LC Issuer each Lender and each Lender L/C Issuer to make its initial Credit Extension hereunder is are subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies e-mails (in a .pdf format) (followed promptly by originalsoriginals to the extent set forth below or otherwise requested by Administrative Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing each Loan PartyParty (as applicable), each dated on or before the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to Administrative Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement sufficient and the other Loan Documents, in such number for distribution to the as requested by Administrative Agent, each Lender and the Lead Borrower; (ii) a Note Notes executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) an executed Disbursement and Rate Management Authorization and Instruction Agreement; (iv) a copy of the fully executed Contribution Agreement; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each the Loan Party Parties as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such a Loan Party is a party or is to be a party; (ivvi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction of organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; (vvii) a favorable opinion of each of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan PartiesBorrower in New York, (B) Fragner ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to Borrower in California and Cravath, Swaine & (C) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Loan PartiesBorrower in Texas, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (viviii) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Lead Borrower and its Subsidiaries from the Initial Cap Table, certifying (E) that executed copies of the Spin-Off Agreements are attached thereto and (FA) that the Spin-Off shall conditions specified in Sections 4.02(a) and (b) have occurredbeen satisfied, (B) that there has been no event or circumstance since June 30, 2018 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) that, after giving effect to all requested Credit Extensions to be made on the senior credit facilities Closing Date, the Total Outstandings shall not exceed the lesser of (1) the Facility Amount, and (2) the Borrowing Base then in effect; (x) a duly completed Borrowing Base Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer, controller or other executive responsible for the financial affairs of Borrower, setting forth and certifying the amount of the B&N Parties have closed on or substantially simultaneously with Borrowing Base in effect as of the Closing Date; (viixi) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements financial statements referenced in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effectSection 5.05(a); (viiixii) a certificate from the chief financial officer such additional customary assurances or certifications with respect to satisfaction of the Lead Borrower, satisfactory conditions precedent in form and substance to the Article IV as Administrative Agent, attesting to the Solvency of L/C Issuers or the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan PartiesRequired Lenders reasonably may require; and (xixiii) Administrative Agent and each Lender shall have received all documents documentation and instrumentsother information that Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the ArrangersPatriot Act. (b) Not less than $100,000,000 in Aggregate Commitments [reserved]. (c) All fees required hereunder or under the Fee Letter to be paid on or before the Closing Date shall have been paid. (d) Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇▇ Day, outside counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced (which invoice may be in summary form) at least two (2) Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (e) Substantially concurrently with the Closing Date, all Indebtedness under the Existing Credit Facilities (including all unpaid principal, interest, fees, expenses and other amounts owing thereunder or in connection therewith) shall have been repaid in full and all commitments thereunder have been terminated. (f) Borrower shall have executed and delivered or caused to be executed and delivered all Project Information with respect to the Projects included in the Borrowing Base as of the Closing Date. (g) The Security Instruments covering each initial Borrowing Base Property delivered to Administrative Agent pursuant to Section 4.01(f) shall have been duly recorded (or have been delivered to the Title Company for recording) in the official records of the counties in which the initial Borrowing Base Properties are located. (h) The financing statements delivered to Administrative Agent pursuant to Section 4.01(f) above shall have been submitted for filing with all of the officials necessary, in Administrative Agent’s reasonable judgment, to perfect the security interests created by the collateral documents relating to the initial Borrowing Base Properties and all related personal property. (i) Administrative Agent shall have received satisfactory evidence that all other actions necessary, or in Administrative Agent’s reasonable judgment desirable, to perfect and protect the first priority security interests (subject to Permitted Encumbrances) for the benefit of Administrative Agent and Lenders created by the Security Instrument and the other Loan Documents have been taken. (j) Administrative Agent shall have received reasonably satisfactory evidence that Borrower has paid all title insurance premiums, documentary stamp taxes, recording fees and mortgage taxes payable in connection with the initial Borrowing Base Properties, the recording of the collateral documents relating to the initial Borrowing Base Properties or the issuance of the Title Policies relating thereto, including any sums due in connection with any future advances. (k) Administrative Agent shall have received a separate Title Policy, or evidence of a commitment therefor reasonably satisfactory to Administrative Agent, issued by Title Company, together with all endorsements thereto reasonably required by Administrative Agent, naming Administrative Agent as the insured, insuring that the Security Instrument encumbering each initial Borrowing Base Property is a valid first priority lien (subject to Permitted Encumbrances) upon such Borrowing Base Property, and showing such Borrowing Base Property subject only to such Security Instrument and Permitted Encumbrances. (l) Administrative Agent and Lenders shall have received evidence that all insurance policies required pursuant to Section 6.16 are being maintained by Borrower (with all premiums having been paid thereunder). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received written notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:): (i) executed counterparts of this Agreement sufficient in number for distribution to each properly executed by a Responsible Officer of the Administrative Agent, each Lender signing Loan Party and the Lead BorrowerLenders in such number as the Agent may request; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be become a partyparty and each in form and substance reasonably satisfactory to the Agent; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing standing, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇(i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, P.A. and (iii) general counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (includingrequest, without limitation, with respect in form and substance reasonably satisfactory to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (b) Sections 4.01 and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) to the knowledge of such Responsible Officer, that (1) no all consents, licenses or approvals are required in connection with the execution, delivery and performance by such the Loan Party and the validity against such Loan Party Parties of the Loan Documents to which it is a they are party, or (2) that all such consentsif any, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence reasonably satisfactory to the Agent that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate release from the chief financial officer of agent under the Lead Borrower, SHC Credit Agreement reasonably satisfactory in form and substance to the Administrative Agent, attesting Agent evidencing that the Loan Parties liable in respect of the SHC Credit Agreement immediately prior to the Solvency Separation have been or concurrently with the Closing Date are being released as Guarantors under the SHC Credit Agreement and the other “Loan Documents” (as defined in the SHC Credit Agreement), and all Liens securing obligations of the Loan Parties on a consolidated basis as of under the SHC Credit Agreement have been or concurrently with the Closing Date after giving effect to the transactions contemplated herebyare being released; (ix) the Security DocumentsDocuments and all other Loan Documents (to the extent to be executed on the Closing Date), each duly executed by the applicable Loan Parties; (xA) an appraisal (based on net liquidation value) by a third party appraiser acceptable to the Agent of all other Loan Documents, each duly executed by Inventory of the applicable Loan Parties; and, the results of which are satisfactory to the Agent, and (B) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be reasonably satisfactory to the Agent; (xi) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 7.01 and Liens for which termination statements satisfactory to the Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; (xii) evidence that the Loan Parties have established DDAs in the name of the Loan Parties into which amounts owed by Third Party Dealers and Third Party Franchisees will be deposited; (xiii) (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or statements reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Agent, (B) the Credit Card Notifications and Blocked Account Agreements to the extent required pursuant to Section 6.12 hereof shall have been obtained, and (C) control agreements with respect to the Loan Parties’ securities and investment accounts have been obtained to the extent required under the Security Documents; (xiv) the Agent shall have received a duly executed agreement from each applicable Subsidiary of SHC (other than Sears Canada Inc. and its Subsidiaries) which owns any Real Estate constituting a warehouse or distribution center that houses ABL Collateral or owns Related Intellectual Property, pursuant to which each such Subsidiary grants to the Agent a rent-free or royalty-free (as applicable) license to use such Real Estate and Related Intellectual Property in connection with the ArrangersAgent’s enforcement of its rights and remedies under the Loan Documents with respect to the ABL Collateral, during the occurrence and continuation of an Event of Default; and (xv) the Agent shall have received such other assurances, certificates, documents, consents or opinions as the Agent reasonably may require. (b) Not After giving effect to the initial Credit Extensions hereunder, Availability shall be not less than $100,000,000 100,000,000. (c) The Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on August 25, 2012, and executed by a Responsible Officer of the Lead Borrower. (d) The Agent shall be reasonably satisfied that any financial statements delivered to it and the Lenders fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the Audited Financial Statements. (e) The organizational and capital structure of the Parent and its Subsidiaries shall be as previously disclosed to the Agent and the Arranger, and the Agent and the Lenders shall have received and be satisfied with a Borrowing Base Availability analysis for the period from the Closing Date through January 31, 2013, on a monthly basis. (f) There shall not be pending any litigation or other proceeding, the result of which, either individually or in Aggregate Commitments the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) There shall not have occurred any default of any Material Contract of any Loan Party. (h) The consummation of the transactions contemplated hereby shall not violate any Law or any Organization Document of any Loan Party. (i) All fees required to be paid to the Agent or the Arranger on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (j) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent). (k) The Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (l) As of the Closing Date, SHC shall own and control legally and beneficially, either directly or indirectly, 100% of the Equity Interests of each Loan Party; Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, PDFs or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could qualify in any such jurisdiction would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, in each case as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower Borrower, certifying that (A) that the conditions specified in clauses (a), (bSections 4.02(a) and (c4.02(b) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party Party, and the validity against such Loan Party Party, of the Loan Documents to which it is a party, or except for (21) that all such consents, licenses and approvals have been obtained and by the Loan Parties prior to the Effective Date, each of which are in full force and effecteffect as of the Effective Date, or (D2) there have not been any material change those the failure of which to obtain, individually or in the capital structure aggregate, would not have, and capitalization would not reasonably be expected to have, a Material Adverse Effect, and (C) as of the Lead Borrower and its Subsidiaries from Effective Date after giving effect to the Initial Cap Tabletransactions contemplated hereby, (E) that executed copies of the Spin-Off Agreements Loan Parties on a Consolidated basis are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing DateSolvent; (vii) a Borrowing Base Certificate dated the Effective Date, relating to the month ended on December 1, 2012, and executed by a Responsible Officer of the Lead Borrower; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent Agents required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security DocumentsDocuments and copies of certificates evidencing any stock being pledged thereunder, together with copies of undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, [RESERVED]; (xi) results of searches (in each duly executed by case dated as of a date reasonably satisfactory to the applicable Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements reasonably satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; and (xiA) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers Law to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recordedrecorded or prepared in forms ready to be filed, in each case, registered or recorded and (B) the Credit Card Notifications and Blocked Account Agreements required pursuant to the reasonable satisfaction of the Collateral Agent and the ArrangersSection 6.13 hereof. (b) Not After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $100,000,000 30,000,000. (c) There shall not have occurred since September 30, 2010 any event or condition that has had or would be reasonably expected to have, either individually or in Aggregate Commitments the aggregate, a Material Adverse Effect. (d) [RESERVED] (e) [RESERVED] (f) There shall not have occurred any default of any Material Contract of any Loan Party which could reasonably be expected to have a Material Adverse Effect. (g) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (h) There shall be no Indebtedness of the Loan Parties outstanding immediately after the Effective Date other than the Obligations and the Indebtedness permitted pursuant to Section 7.03. (i) All fees required to be paid to any of the Agents or the Arrangers on or before the Effective Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Effective Date shall have been paid in full. (j) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and MLPFS to the extent invoiced at least one (1) Business Day prior to the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (k) 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”). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Effective Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentLender and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerCompany; (ii) if requested by the Lender, a Note executed by each of the Borrowers in favor of each Lender requesting a NoteBorrowers; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Lender may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrowers and each of the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of P▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPCoie, counsel to the Loan Parties, and Cravathof such foreign counsel as is reasonably required by the Lender, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Lender may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor a certificate signed by a Responsible Officer of each of the Collateral Agent required under Borrowers certifying that the Loan Documents conditions specified in Sections 4.02(a) and (b) have been obtained and are in effectsatisfied; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis Compliance Certificate dated as of the Closing Benchmark Date after giving effect to signed by a Responsible Officer of the transactions contemplated herebyCompany; (ix) evidence that the Security DocumentsExisting Credit Agreement has been or concurrently with the Closing Date is being terminated, each duly executed by all amounts thereunder having been paid, and all Liens securing obligations under the applicable Loan Parties;Existing Credit Agreement have been or substantially concurrently with the Closing Date are being released; and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents, consents or opinions as the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Lender reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been received from Lenders other than paid. (c) The Company shall have paid all Attorney Costs of the Lead Lenders executing this AgreementLender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Lender).

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be (to the extent applicable) originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerGuaranties; (ii) a Note Notes executed by the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing (as applicable) and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of each of ▇▇▇▇▇▇ (A) Gibson, Dunn & ▇▇▇▇▇▇ Crutcher LLP, counsel to the Loan Parties, and Cravath(B) Blake Feikema, Swaine & ▇▇▇▇▇ LLP, internal counsel to the Loan Parties, in each case, case addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)Lender; (vi) [Reserved]; (vii) a certificate signed by a Responsible Officer of the Lead Borrower Holdings certifying that (A) that the conditions specified representations and warranties of (i) Holdings and the Borrowers contained in clauses (a), (b) Article V and (cii) of Section 4.02 have been satisfied (after giving effect to the consummation each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))Date, (B) that no Default exists, or would result from such proposed Credit Extension or from the application of the proceeds thereof, (C) there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery ; and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effectcurrent Debt Ratings; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby;[Reserved]; and (ix) evidence that the Security Documents, each duly executed by Existing Credit Agreement has been or concurrently with the applicable Loan Parties; (x) Closing Date is being terminated and all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created securing obligations under the Loan Documents and all such documents and instruments shall Existing Credit Agreement (if any) have been so filed, registered or recorded, in each case, to concurrently with the reasonable satisfaction of the Collateral Agent and the ArrangersClosing Date are being released. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid by the Loan Parties on or before the Closing Date under the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers required to be reimbursed by this Agreement (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). (d) The Lenders shall have received, at least five Business Days prior to the Closing Date, all information they shall have requested under anti-terrorism and anti-money-laundering laws and regulations, including the Patriot Act, and, at least ten Business Days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies facsimile transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentLender: (i) executed counterparts of this Agreement sufficient in number for distribution Agreement, the Security Agreement, the Swap Contract relating to the Administrative Agent, each Lender Term Loan A and the Lead BorrowerPerfection Certificate; (ii) a Note the Notes executed by the Borrowers Borrower in favor of each Lender requesting a Notethe Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Lender may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and the Subsidiary Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇J▇▇▇▇ & ▇▇▇▇▇▇ LLPDay, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Lender may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor a certificate signed by a Responsible Officer of the Collateral Agent required under Borrower certifying (A) that the Loan Documents conditions specified in Sections 4.02(a) and (b) have been obtained satisfied, and are (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in effectthe aggregate, a Material Adverse Effect; (viii) all certificates, agreements or instruments representing or evidencing the Securities Collateral (as such term is defined in the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed, by an effective endorsement, in blank; (ix) all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts (other than p▇▇▇▇ cash accounts not exceeding $50,000 in aggregate cash balances at any time outstanding) and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (x) UCC financing statements in appropriate form for filing under the UCC, intellectual property documents in appropriate form for filing with the United States Patent and Trademark Office and United States Copyright Office or equivalent foreign office and such other documents under applicable Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (xi) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens permitted under Section 7.01); (xii) with respect to each location set forth on Schedule 4.01(a)(xii), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any real property that could not be obtained after the Loan Party that is the lessee or owner of the inventory stored with the applicable landlord or bailee thereof shall have used all commercially reasonable efforts to do so; (xiii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents; and (xiv) a copy of, or a certificate from as to coverage under, the chief financial officer insurance policies required by Section 6.07 and the applicable provisions of the Lead BorrowerSecurity Documents, satisfactory each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Collateral Agent, attesting . (b) With respect to the Solvency Acquisition, the Lender shall have reviewed, and be reasonably satisfied with, the final terms and conditions of the Loan Parties Acquisition Agreement and all documents related thereto and the Acquisition shall be consummated on the date hereof in all material respects in accordance with the terms hereof and of the Acquisition Agreement (as so reviewed and approved by the Lender), without waiver or amendment of any such terms that has not been previously approved by the Lender unless and to the extent that any such waiver or amendment could not reasonably be deemed to be materially adverse to the interests of the Lender. (c) The Lender shall have reviewed, and be reasonably satisfied with: (i) the Borrower’s calculation of Consolidated EBITDA for the Test Period ending on the first fiscal quarter end of the Borrower in 2005 on a consolidated Pro Forma combined basis as of the Closing Date (after giving effect to the transactions contemplated hereby; (ix) Borrower’s acquisition of the Security DocumentsTarget and of Telic), each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Partieswhich Pro Forma Consolidated EBITDA shall be in an amount of not less than $18,900,000; and (xiii) all documents the Borrower’s calculation of the Consolidated Fixed Charge Coverage Ratio for the Test Period ending on the first fiscal quarter end of the Borrower in 2005 on a Pro Forma combined basis (after giving effect to the Borrower’s acquisition of the Target and instrumentsof Telic), including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers which Pro Forma Consolidated Fixed Charge Coverage Ratio shall not be less than 1.15-to-1.00. (d) The total purchase price to be filedpaid by Borrower to acquire the shares of Target under the Acquisition Agreement shall not exceed $60,000,000 (exclusive of adjustments in an amount not in excess of $500,000). (e) The Closing Date shall occur on or prior to May 31, registered or recorded to create or perfect the first priority Liens intended 2005. (f) Any fees required to be created under paid on or before the Loan Documents and all such documents and instruments Closing Date shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangerspaid. (bg) Not less than $100,000,000 in Aggregate Commitments Unless waived by the Lender, the Borrower shall have been received from Lenders other than paid all fees, charges and disbursements of counsel to the Lead Lenders executing Lender to the extent invoiced in reasonable detail prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lender). The Borrower and the Lender acknowledge and agree that the Existing Credit Agreement shall be deemed terminated and of no further force and effect immediately upon the execution and delivery of this AgreementAgreement by the parties hereto, except that the Lender shall continue to be entitled to the benefits of Article IV (subject to the limitations in Section 4.7) and Sections 11.1, 12.1, 12.2 and 12.9 of the Existing Credit Agreement in accordance with the terms thereof.

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in accordance with Section 11.01) of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerCompany; (ii) Notes, if requested by a Note Lender at least three Business Days prior to the Closing Date, executed by the Borrowers each Borrower in favor of each Lender requesting a Notesuch Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of each of (A) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Canadian counsel to the Loan PartiesCompany, ▇▇▇▇ and Cravath, Swaine & LCHI and (C) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada counsel to the Loan PartiesLUSA, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower Company certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2the January 31, 2015, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery ; and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date;72 Lululemon Credit Agreement (vii) evidence that all insurance required such other information as has been reasonably requested in writing at least 10 days prior to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by Administrative Agent or the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, Lenders that they reasonably determine is required by law or reasonably requested by the Collateral Agent regulatory authorities under applicable “know your customer” and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents anti-money laundering rules and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersregulations. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or reasonably satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender and L/C Issuer to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerAgreement; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be become a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) a favorable an opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ (i) Blank Rome LLP, U.S. counsel to the Loan Parties, and Cravath, Swaine (ii) A▇▇▇▇ & M▇▇▇▇▇ LLP, Honduras counsel to the Loan PartiesAgent, in each case, addressed to the Administrative Agent and each Lender and Lenders, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (bSections 4.01 and 4.02(b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the most recent audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties, taken as a whole, as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate payoff letter from W▇▇▇▇ Fargo Capital Finance, LLC, agent for the chief financial officer of lenders under the Lead Borrower, Existing Credit Agreement reasonably satisfactory in form and substance to the Administrative Agent, attesting to Agent evidencing that the Solvency of the Loan Parties on a consolidated basis as of Existing Credit Agreement have been or concurrently with the Closing Date after giving effect to are being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the transactions contemplated herebyExisting Credit Agreement have been or concurrently with the Closing Date are being released; (ix) the Security DocumentsDocuments and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xi) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements reasonably satisfactory to the Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (xii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been been, or concurrently with the Closing Date are, so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Agent, (B) DDA Notifications and Blocked Account Agreements required pursuant to Section hereof, (C) control agreements with respect to the Loan Parties’ securities and investment accounts, (D) Collateral Access Agreements as required by the Agent for locations holding Collateral of a value in excess of $100,000, and (E) Customs Broker/Carrier Agreement as required by Agent for each of customs brokers, freight forwarders, consolidators and/or carriers used by the ArrangersLoan Parties; and (xiii) such other assurances, certificates, documents, consents or opinions as the Agent or its counsel reasonably may require. (b) Not After giving effect to (i) the first funding under the Loans, and (ii) (iii) all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $100,000,000 3,500,000. (c) The Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the period no later than the end of the previous week, and executed by a Responsible Officer of the Lead Borrower. (d) The Agent shall be reasonably satisfied that there has been no Material Adverse Effect since the date of the most recent audited financial statements. (e) The Agent shall have received and approved the Borrowers’ Business Plan. (f) The Agent shall have received and be reasonably satisfied with all background investigations reports received with respect to the owners of the Equity Interests of the Borrowers and the management of the Loan Parties. (g) There shall not be pending any litigation or other proceeding, the result of which, either individually or in Aggregate Commitments the aggregate, could reasonably be expected to have a Material Adverse Effect. (h) There shall not have occurred any default of any Material Contract of any Loan Party. (i) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (j) All fees and expenses required to be paid to the Agent on or before the Closing Date, including fees, charges and disbursements of counsel to the Agent to the extent invoiced prior to or on the Closing Date, shall have been paid in full, and all fees and expenses required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (k) The Agent and the Lenders shall have received from 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. (l) The Agent and the Lenders other than shall have received audited financial statements of the Lead Lenders executing Borrower and its Subsidiaries for the fiscal year ended December 31, 2012 and the fiscal year ended December 31, 2011. (m) Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this AgreementSection , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or reasonably satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Receipt by the Administrative Agent’s receipt Agent of the following, each : (i) executed counterparts of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedthis Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (orParty and, in the case of certificates of governmental officialsthis Agreement, a recent date before the Closing Date) and by each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerLender; (ii) copies of the Organizational Documents of each Loan Party certified to be true and complete as of a Note executed recent date by the Borrowers in favor appropriate Governmental Authority of each Lender requesting the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Notesecretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Company and each Loan Party Subsidiary Guarantor is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of each of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, Parties and Cravath, Swaine & ▇▇▇▇▇▇ LLP▇. ▇▇▇▇▇▇▇, general counsel to for the Loan Parties, in each caseCompany, addressed to the Administrative Agent and each Lender and as party to such matters concerning this Agreement on the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)Closing Date; (vi) a certificate signed by a Responsible Officer of the Lead Borrower Company certifying (A) that the conditions specified in clauses (a), Sections 5.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement satisfied; and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date;; and (vii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, all insurance loans thereunder shall have been repaid and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (b) Any fees required to be maintained pursuant to paid on or before the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents Closing Date shall have been obtained and are in effect;paid. (viiic) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to Unless waived by the Administrative Agent, attesting the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Solvency of Administrative Agent to the Loan Parties extent invoiced prior to or on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the ArrangersDate. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative the Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerAgreement; (ii) a Note executed by the Borrowers Company in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, formed and that the Company and each Loan Party is Guarantor is, validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel Parties acceptable to the Loan Parties, in each caseAgent, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as in form and substance satisfactory to the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor a certificate signed by a Responsible Officer of the Collateral Agent required under Company certifying (A) that the Loan Documents conditions specified in Sections 4.02(a) and (b) have been obtained satisfied, and are (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be expected to have a Material Adverse Effect, and (C) a calculation of the financial covenants set forth in effect;Section 7.12 as of the last day of the fiscal quarter of the Company ended January 2, 2016; and (viii) a certificate from evidence that the chief financial officer of commitments under the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis Credit Agreement dated as of May 31, 2013, as amended or modified, among the Company, JPMorgan Chase Bank, N.A., as agent and a syndicate of lenders (the “Existing Credit Agreement”) have been or concurrently with the Closing Date after giving effect are being terminated, and that all loans and obligations thereunder have been paid in full (except to the transactions contemplated hereby; (ixextent being so repaid with the initial Loans) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents any and all such documents and instruments liens thereunder shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersterminated. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Agent, the Company shall have paid all Attorney Costs of the Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, the Post-Closing Agreement, and each of the Collateral Documents (other than those specifically provided for in the Post-Closing Agreement), sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerBorrowers; (ii) a Revolving Credit Note executed by the Borrowers in favor of each Lender requesting a Revolving Credit Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPBRL Law Group LLC, as counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender Lender, in form and as substance reasonably acceptable to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer of the Lead each Borrower certifying either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the consummation by such Loan Party of the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) a certificate signed by a Responsible Officer of Holdings certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viii) a certificate from , together with the chief financial officer certificates of the Lead Borrowerinsurance, satisfactory in form and substance to naming the Administrative Agent, attesting on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the Solvency assets and properties of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebythat constitutes Collateral; (ix) the Security Documentsa Borrowing Base Certificate dated as of December 31, each 2009, duly executed certified by the applicable Loan Partieschief executive officer, chief financial officer, treasurer or controller of Holdings relating to the initial Credit Extension; (x) all other Loan Documentsa duly completed Compliance Certificate as of the last day of the fiscal quarter of Holdings ended October 31, each duly executed 2009, signed by chief executive officer, chief financial officer, treasurer or controller of Holdings; (xi) monthly financial statements as of December 31, 2009 in the applicable Loan Partiesform required by Section 6.01(b); and (xixii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and (ii) all documents fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and instruments, including Uniform Commercial Code financing statements, required by law or reasonably disbursements of counsel to the Administrative Agent and the Lenders (directly to such counsel if requested by the Collateral Administrative Agent or the Lenders) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Arrangers Lenders). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be filedsatisfied with, registered each document or recorded to create or perfect the first priority Liens intended other matter required thereunder to be created under consented to or approved by or acceptable or satisfactory to a Lender unless the Loan Documents and all such documents and instruments Administrative Agent shall have been so filed, registered or recorded, in each case, received notice from such Lender prior to the reasonable satisfaction of the Collateral Agent and the Arrangersproposed Closing Date specifying its objection thereto. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower or the Guarantor, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerGuaranty; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers a secretary or assistant secretary of each Loan Party or its general partner as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyDocuments; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the general partner of each Loan Party is validly existing, duly organized and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens set forth in favor of the Collateral Agent)Exhibit G; (vi) a favorable opinion of ▇▇▇▇▇ Lord Bissell & Liddell LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H; (vii) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all party and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effectso required; (viii) a certificate from the chief financial officer signed by a Responsible Officer of the Lead BorrowerBorrower certifying that (A) no Default exists, satisfactory in form (B) the representations and substance to the Administrative Agent, attesting to the Solvency warranties of the Loan Parties on a consolidated basis as Borrower contained in Article V are true and correct, and (C) there has been no event or circumstance since the date of the Closing Date after giving Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, (1) a material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; (2) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (3) a material adverse effect upon the transactions contemplated herebylegality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party; (ix) a certificate signed by a Responsible Officer of the Security DocumentsGuarantor certifying that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, each duly executed by either individually or in the applicable aggregate, (1) a material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Guarantor and its Subsidiaries taken as a whole; (2) a material impairment of the ability of the Guarantor to perform its obligations under any Loan PartiesDocument to which it is a party; or (3) a material adverse effect upon the legality, validity, binding effect or enforceability against the Guarantor of any Loan Document to which it is a party; (x) evidence of termination of all other Loan Documents, each duly executed by commitments to extend credit under the applicable Loan PartiesExisting Credit Agreement and repayment of all amounts owed thereunder prior to or simultaneously with the Closing Date; and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender, or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement sufficient and the Guaranty in such number for distribution to as the Administrative Agent, each Lender and the Lead BorrowerAgent may request; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ Faegre & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor a certificate signed by a Responsible Officer of the Collateral Agent required under Borrower certifying (A) that the Loan Documents conditions specified in Sections 4.02(a) and (b) have been obtained satisfied, and are (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in effectthe aggregate, a Material Adverse Effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis duly completed Compliance Certificate as of the Closing Date after last day of the fiscal quarter of the Borrower ended on June 30, 2011 (giving effect to the transactions contemplated herebyclosing of this Agreement and termination and repayment of the Existing Credit Agreement), signed by a Responsible Officer of the Borrower; (ix) evidence that the Security Documents, each duly executed by Existing Credit Agreement has been or concurrently with the applicable Loan PartiesClosing Date is being terminated; (x) all such UCC, tax and other Loan Documents, each duly executed by lien searches with respect to the applicable Loan PartiesBorrower and its Subsidiaries as the Administrative Agent may request; and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall will be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerCompany; (ii) a Note Notes executed by the Borrowers Company in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Company as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party it is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party the Company is duly organized or formed, and that each Loan Party the Company is validly existing, existing and in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectstanding; (v) a favorable opinion opinions of each the director, corporate counsel and assistant secretary of ▇the Company and ▇▇▇▇▇ & ▇▇▇▇▇▇ LLPDay, special outside counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each caseCompany, addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens set forth in favor of the Collateral Agent)Exhibit F; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Company and the validity against the Company of the Loan Documents to which it is a party, and such consents, licenses and approvals will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Lead Borrower Company certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, ; and (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party a calculation of the Loan Documents to which it is a partyConsolidated Fixed Charge Coverage Ratio as of July 2, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect2017; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis duly completed Compliance Certificate as of the Closing Date after giving effect to last day of the transactions contemplated herebyfiscal quarter of the Company ended on July 2, 2017, signed by a Responsible Officer of the Company; (ix) evidence that the Security DocumentsExisting Credit Agreement has been or concurrently with the Closing Date is being terminated and all amounts owing thereunder have been, each duly executed by the applicable Loan Parties;or concurrently therewith are being, paid in full; and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents, consents or opinions as the applicable Loan Parties; and (xi) all documents and instrumentsAdministrative Agent, including Uniform Commercial Code financing statements, required by law the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments shall Any fees required to be paid on or before the Closing Date will have been paid. (c) Unless waived by the Administrative Agent, the Company will have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as will constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate will not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement will be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent will have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Guarantee and Collateral Agreement (together with related UCC-1 financing statements, account control agreements, third party access agreements, insurance certificates naming the Administrative Agent as additional insured and all such other related documents, in each case, to the extent necessary to perfect the Lien on the Collateral granted pursuant to the Guarantee and Collateral Agreement), sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of 51 ▇▇▇▇▇ Corporation Credit Agreement its business requires such qualification, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of each of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., outside counsel to the Loan PartiesBorrower, and Cravath, Swaine & (B) ▇▇▇▇ ▇▇▇▇▇ LLP▇▇, counsel to General Counsel of the Loan PartiesBorrower, in each case, case addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit F and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Certificate as of April 30, 2004; (ix) a duly completed Compliance Certificate as of March 31, 2004, signed by a Responsible Officer of the Borrower; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viiixi) a certificate from evidence that, subject to the chief financial officer of initial Borrowing hereunder, the Lead BorrowerExisting Credit Agreement has been or concurrently with the Closing Date is being terminated, satisfactory in form all amounts owing thereunder have been prepaid and substance to all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, attesting the L/C Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the Solvency extent invoiced prior to or on the Closing Date. (d) All governmental and third party approvals (including landlords' and other consents) necessary in connection with the continuing operations of the Loan Parties and the 52 ▇▇▇▇▇ Corporation Credit Agreement transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Administrative Agent shall have received the results of a consolidated basis as recent lien, tax lien, judgment and litigation search in each of the jurisdictions or offices in which UCC financing statements or other filings or recordations should be made to evidence or perfect (with the priority required under the Loan Documents) security interests in the Collateral (or would have been made at any time during the five years immediately preceding the Closing Date after giving effect to perfect Liens on such assets of the Loan Parties), and such search shall be reasonably satisfactory to the transactions contemplated hereby;Lenders. (ixf) the Security DocumentsEach document (including, each duly executed without limitation, any UCC financing statement) required by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents Guarantee and instruments, including Uniform Commercial Code financing statements, required by Collateral Agreement or under law or reasonably requested by the Collateral Administrative Agent and the Arrangers to be filed, registered or recorded in order to create or perfect in favor of the first priority Liens intended Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to be created under the Loan Documents and all such documents and instruments any other Person (other than with respect to Permitted Liens), shall have been so filed, registered or recorded, in each case, recorded or shall have been delivered to the reasonable satisfaction of the Collateral Administrative Agent and the Arrangersin proper form for filing, registration or recordation. (bg) Not less than $100,000,000 There shall be no litigation, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, actual or threatened, that, singly or in Aggregate Commitments shall have been received from the aggregate, would reasonably be expected to result in a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole, or would materially and adversely affect the ability of the Borrower and its Subsidiaries to fully and timely perform their respective obligations under the Loan Documents, or the rights and remedies of the Administrative Agent or the Lenders other than under the Lead Lenders executing this AgreementLoan Documents.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iviii) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (viv) a favorable opinion opinions of each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, and Cravath, Swaine & of ▇▇▇▇ ▇. ▇▇▇▇▇ LLP▇▇▇, general counsel to of the Loan Parties, in each caseBorrower, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (includingrequest; provided that to the extent such matters relate to Pennsylvania and Utah law, without limitationsuch favorable opinion instead may be rendered on such matters by Dechert LLP and Prince Yeates & ▇▇▇▇▇▇▇▇▇▇, with respect to enforceabilitya professional corporation, due authorization and perfection of the Liens in favor of the Collateral Agent)respectively; (viv) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied satisfied, (after giving effect to B) that all approvals of shareholders of each of the Borrower and Apogent required for consummation of the transactions contemplated under this Agreement Merger have been obtained and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (BC) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to havehad, either individually or in the aggregate, a Material Adverse Effect, ; (Cvi) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party a duly completed Compliance Certificate as of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization fiscal quarter of the Lead Borrower and its Subsidiaries from the Initial Cap Tableended March 31, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date2004; (vii) evidence that all insurance required to be maintained pursuant a certificate signed by a Responsible Officer of the Borrower demonstrating in reasonable detail, in each case after giving pro forma effect to the Loan Documents and all endorsements in favor Merger, (A) compliance with each of the Collateral Agent required under the Loan Documents have been obtained covenants in clauses (a) and are in effect(c) of Section 7.10 and (B) a Consolidated Leverage Ratio of less than 4.20 to 1.00; (viii) a certificate from evidence that the chief financial officer credit facilities extended hereunder shall receive, upon consummation of the Lead BorrowerMerger, a rating of not less than Ba2 from ▇▇▇▇▇'▇ and BBB - from S&P; (ix) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to the Administrative Agent, attesting ) representing all Equity Interests pledged pursuant to the Solvency Pledge Agreement; (A) the results of a recent search, by a Person reasonably satisfactory to the Administrative Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Loan Party, together with copies of all such filings disclosed by such search, and (B) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement); 77 (xi) UCC financing statements with respect to the Pledged Collateral of such Loan Party, for filing in all jurisdictions as may be necessary or, in the opinion of the Loan Parties Administrative Agent, desirable to perfect the Liens created in such Pledged Collateral pursuant to the Pledge Agreement; (xii) releases duly executed (if necessary) of security interests by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective filings in any IP Filing Office in respect of any IP Collateral (other than any such filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement); (xiii) (A) pro forma financial statements consisting of consolidated balance sheets, statements of income and cash flows, giving pro forma effect to the Merger, which shall be in form and substance satisfactory to the Administrative Agent and (B) projected financial statements consisting of consolidated balance sheets, statements of income and cash flows on a consolidated quarterly basis as of the Borrower and its Subsidiaries for the remainder of the fiscal year ending December 31, 2004 and for each fiscal year thereafter through the fiscal year ending December 31, 2011; (xiv) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date after giving effect to is being terminated and all Liens securing obligations under the transactions contemplated hereby; (ix) Existing Credit Agreement have been or concurrently with the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan PartiesClosing Date are being released; and (xixv) all such other certificates or documents and instruments, including Uniform Commercial Code financing statements, required by law as the Administrative Agent or Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 The Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in Aggregate Commitments each case that are necessary in connection with the transactions contemplated by the Loan Documents, and each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any significant governmental or regulatory authority that could restrain, prevent or otherwise impose any material adverse conditions on the Borrower and its Subsidiaries, taken as a whole. (c) Any fees required to be paid on or before the Closing Date shall have been received from Lenders other than paid. (d) Unless waived by the Lead Lenders executing this AgreementAdministrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (e) The Closing Date shall have occurred on or before September 30, 2004.

Conditions of Initial Credit Extension. The obligation of the LC each Fronting Bank, each L/C Issuer and each Lender to make its their respective initial Credit Extension Extensions hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies, facsimile, “.pdf” or telecopies other electronically transmitted copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Effective Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement sufficient Agreement, in such number for distribution to as the Administrative Agent, each Lender and the Lead BorrowerAgent shall request; (ii) a Revolving Note executed by the Borrowers Borrower in favor of each Lender requesting a Revolving Note; (iii) a Term Loan Note executed by the Borrower in favor of each Lender requesting a Term Loan Note; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or such jurisdictions as the conduct of its business requires such qualification, except to the extent that failure to do so could not Administrative Agent may reasonably be expected to have a Material Adverse Effectrequest; (vvi) (A) a favorable opinion of each McAfee & ▇▇▇▇, outside counsel to the Borrower, (B) a favorable opinion of R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, executive vice president and general counsel of the Borrower and (C) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP(Bermuda) Limited, special Bermuda counsel to the Loan PartiesTMK, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vivii) a certificate signed by of a Responsible Officer or Secretary of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses and regulatory or other approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effectso required; (viii) a certificate from the chief financial officer signed by a Responsible Officer of the Lead BorrowerBorrower certifying (A) that the conditions specified in Section 4.01(e) and (f) and Sections 4.02(a) and (b) have been satisfied, satisfactory (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current Debt Ratings. (ix) evidence that prior to or concurrently with the Restatement Effective Date (A) all outstanding obligations under the Existing Credit Agreement are paid and (B) all outstanding letters of credit issued under the Existing Credit Agreement are being (i) surrendered for cancellation or (ii) amended and/or continued, as applicable, pursuant to Section 2.03(n) hereof; (x) a duly completed compliance certificate as of March 31, 2016 in form and substance satisfactory to the Administrative Agent, attesting to the Solvency signed by a Responsible Officer of the Loan Parties on a consolidated basis Borrower and evidencing compliance as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Partiessuch date with Section 7.11 hereof; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by except as the Collateral Administrative Agent and the Arrangers to be filedBorrower shall otherwise agree, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments Administrative Agent shall have been so filed, registered or recorded, received evidence (which the Borrower shall deliver) in each case, to the reasonable satisfaction form of the Collateral Agent and most current “Bank List” of banks approved by the ArrangersNAIC, that each Lender is an NAIC Approved Bank; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Administrator, or the Required Lenders reasonably may require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Restatement Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Restatement Effective Date. (d) The Restatement Effective Date shall have occurred on or before May 20, 2016. (e) There shall not have occurred a material adverse change (i) in the business, assets, properties, liabilities (actual or contingent), operations, conditions (financial or otherwise) or prospects of either of the Loan Parties, or the Borrower and its Subsidiaries, taken as a whole, since December 31, 2015 or (ii) in the facts and information regarding such entities as represented by the Borrower or any of its Subsidiaries, or any representatives of any of them, to date. (f) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened, in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. (g) Each Several Letter of Credit described on Schedule 2.03 shall have been (or shall substantially contemporaneously be) amended to remove, as applicable, the Existing Lenders as issuers thereof and to reflect as the issuers thereof the Lenders in accordance with their Applicable Percentages as reflected on Schedule 2.01 hereto (or shall have been cancelled without a drawing thereon). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Restatement Effective Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Revolving Loan Note executed by the Borrowers Borrower in favor of each Lender requesting a Revolving Loan Note; (iii) the Swing Line Note executed by the Borrower in favor of the Swing Line Lender; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable opinion of each of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Loan Parties, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, special Barbados counsel to the Loan Partiesfor HOT-Barbados, and Cravath▇▇▇▇▇▇▇, Swaine ▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇, special Bermuda counsel to the Loan Partiesfor Limited, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vivii) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effectso required; (viii) a certificate from signed by a Responsible Officer of Limited certifying (A) that the chief financial officer conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Lead BorrowerAudited Financial Statements that has had or could be reasonably expected to have, satisfactory either individually or in form the aggregate, a Material Adverse Effect; and substance to the Administrative Agent, attesting to the Solvency (C) a pro forma calculation of the Loan Parties on a consolidated basis as of the Closing Date Leverage Ratio (after giving effect to the transactions contemplated herebyinitial Credit Extension and the Bridge Notes or the 2011 Senior Notes) as of the last day of the fiscal quarter of Limited ended as of August 31, 2010; (ix) evidence that the Security Documents, each duly executed by Existing Credit Agreement has been or concurrently with the applicable Loan PartiesClosing Date is being terminated and obligations thereunder have been or concurrently with the Closing Date are being paid or satisfied in full; (x) all other evidence satisfactory to the Administrative Agent that the Kaz Acquisition shall have been consummated (or shall be consummated simultaneously with the initial Loan Documents, each duly executed by hereunder) pursuant to the applicable Loan Partiesterms of the Merger Agreement; (xi) the Bridge Notes shall have been or concurrently with the Closing Date issued; and (xixii) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; provided that the form of this Agreement shall have been approved by the Agent’s credit authorities; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note, if requested pursuant to Section 2.11(a); (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each such Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be become a party; (iv) copies of the Organization Documents of each Loan Party’s Organization Documents Party and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each opinions of ▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, Parties and Cravath, Swaine & ▇▇▇▇▇ LLP, such local counsel to as the Loan Parties, in each caseAgent may reasonably request, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (bSections 4.02(a) and (c4.02(b) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder))satisfied, (B) that there has been no event or circumstance since May 2, 2015, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals by any Governmental Authority are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there effect or would not have and reasonably could not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall be expected to have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Datea Material Adverse Effect; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effecteffect and Agent has been named loss payee and additional insured on all applicable insurance policies; (viii) a certificate payoff letter from the chief financial officer of agent for the Lead Borrower, lenders under the Existing Credit Agreement reasonably satisfactory in form and substance to the Administrative Agent, attesting to Agent evidencing that the Solvency of the Loan Parties on a consolidated basis as of Existing Credit Agreement has been or concurrently with the Closing Date after giving effect to is being terminated, all obligations thereunder are being paid in full other than contingent indemnification obligations, and all Liens securing obligations under the transactions contemplated herebyExisting Credit Agreement have been or concurrently with the Closing Date are being released; (ix) the Security DocumentsDocuments and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties, each of which shall have been approved by the Agent’s credit authorities; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and, each of which shall have been approved by the Agent’s credit authorities; (xi) (A) appraisals (based on net liquidation value) by a third party appraiser acceptable to the Agent of all Inventory and Intellectual Property of the Loan Parties, the results of which are reasonably satisfactory to the Agent, provided that the appraisals of Hilco Appraisal Services LLC and Consensus Advisors LLC shall be deemed satisfactory and (B) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Agent; (xii) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements reasonably satisfactory to the Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Agent, (B) the DDA Notifications and Blocked Account Agreements required pursuant to Section 6.13 hereof, (C) control agreements with respect to the Loan Parties’ securities and investment accounts, and (D) Collateral Access Agreements as required by the Agent; and (xiv) such other assurances, certificates, documents, consents or opinions as the Agent and the Arrangersreasonably may reasonably require. (b) Not less than $100,000,000 The Agent shall have received the Audited Financial Statements, together with unaudited financial statements for the three and nine month periods ended September 30, 2012, each in Aggregate Commitments accordance with GAAP, consistently applied; Borrowers shall also use best efforts to provide unaudited financial statements for the month of October, 2012 and for the ten months ended October 31, 2012, in accordance with GAAP, consistently applied; (c) The Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the week ended December 7, 2012, and executed by a Responsible Officer of the Lead Borrower. (d) The Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the Audited Financial Statements. (e) The Agent shall have received and be satisfied with the Borrowers’ Business Plan, capital expenditure plan and such other information (financial or otherwise) reasonably requested by the Agent. (f) The Agent shall have received evidence that the Borrowers have entered into agreements with Bank of America, N.A. with respect to the Existing Letters of Credit (which agreements shall be reasonably satisfactory to the Agent) and that the Borrowers have made arrangements satisfactory to the Agent to cash collateralize the outstanding amount of all obligations with respect to the Existing Letters of Credit on the Closing Date. (g) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or any material negative development in respect to the Borrowers’ on-going litigation related to the Duty Events or the LaJobi Acquisition. (h) There shall not have occurred any default of any Material Contract of any Loan Party. (i) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (j) All fees and expenses required to be paid to the Agent on or before the Closing Date shall have been paid in full, and all fees and expenses required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (k) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent). (l) The Agent and the Lenders shall have completed satisfactory background checks of the Loan Parties’ shareholders and management and 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. (m) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Closing Date. (n) There shall not have occurred any disruption or material adverse change in the United States financial or capital markets in general that has had, in the reasonable opinion of the Agent, a material adverse effect on the market for loan syndications or adversely affecting the syndication of the Loans. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date on or before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerAgreement; (ii) a Note Notes executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party Party, is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is (A) duly organized or formed, formed and that each Loan Party is (B) validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender (which opinion shall expressly permit reliance by successors and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection permitted assigns of the Liens in favor of the Collateral Agentaddressees thereof); (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each of Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) a certificate signed by a Responsible Officer of ▇▇▇▇▇▇▇▇▇ certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since June 30, 2025 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the Consolidated Total Leverage Ratio as of September 30, 2025; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect;; and (viiiix) a certificate from such other assurances, certificates, documents, consents or opinions as the chief financial officer of Administrative Agent, the Lead BorrowerL/C Issuer, satisfactory the Swing Line Lender or the Required Lenders reasonably may require. (b) The Administrative Agent shall have received evidence, in form and substance satisfactory to it, that the 2028 Notes and the 2030 Notes have been refinanced by the Senior Notes (or will be refinanced substantially simultaneously with the amendment and restatement of the credit facilities provided hereunder). (c) Any fees required to be paid on or before the Closing Date shall have been paid (including, without limitation, all fees to be paid pursuant to Section 2.10(b)) to the Administrative Agent, attesting the Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder. (d) Unless waived by the Administrative Agent, ▇▇▇▇▇▇▇▇▇ shall have paid all reasonable fees, charges and disbursements of counsel to the Solvency Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent actually incurred and invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Loan Parties on closing proceedings (provided that such estimate shall not thereafter preclude a consolidated basis as final settling of accounts between ▇▇▇▇▇▇▇▇▇ and the Administrative Agent). (e) (i) Upon the reasonable request of any Lender made at least seven (7) days prior to the Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least three (3) days prior to the Closing Date after giving effect and (ii) at least three (3) days prior to the transactions contemplated hereby; (ix) Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Security DocumentsBeneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each duly executed by the applicable Loan Parties; (x) all other Loan DocumentsLender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, document or other matter required by law or reasonably requested by the Collateral Agent and the Arrangers thereunder to be filed, registered consented to or recorded approved by or acceptable or satisfactory to create or perfect a Lender unless the first priority Liens intended to be created under the Loan Documents and all such documents and instruments Administrative Agent shall have been so filed, registered or recorded, in each case, received notice from such Lender prior to the reasonable satisfaction of the Collateral Agent and the Arrangersproposed Closing Date specifying its objection thereto. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerCompany and, if Advance Funding Arrangements shall exist with respect to funding on the Closing Date, executed Advance Funding Documentation in form and number reasonably acceptable to the Administrative Agent; (ii) a Note Notes executed by the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease formation or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent incorporation and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in clauses (a), (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or jurisdiction reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangers. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.Administrative Agent;

Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) completion of all due diligence with respect to (i) the Borrower, (ii) the Guarantors and (iii) the Properties included in the Borrowing Base on the Closing Date, in each case, in scope and determination satisfactory to the Joint Lead Arrangers and the Lenders in their sole discretion; (b) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies pdf copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerBorrower and executed counterparts of the Guaranty and the Advisor Fee Subordination Agreement; (ii) a Note Notes executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)request; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Lead Borrower and its Subsidiaries from the Initial Cap Table, certifying (E) that executed copies of the Spin-Off Agreements are attached thereto and (FA) that the Spin-Off shall conditions specified in Sections 4.02(a) and (b) have occurredbeen satisfied, and (B) that there has been no event or circumstance since the senior credit facilities date of the B&N Parties have closed Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) that, after giving effect to all requested Credit Extensions to be made on or substantially simultaneously with the Closing Date, the Total Outstandings shall not exceed the Borrowing Base minus any Permitted Unsecured Debt as of the Closing Date; (viiviii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on June 30, 2013, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viiix) a certificate from evidence that (A) the chief financial officer Amended and Restated Borrowing Base Revolving Line of Credit Agreement dated as of July 13, 2012, by and among the Lead Borrower, satisfactory in form the lenders party thereto and substance to JPMorgan Chase Bank, N.A., as administrative agent (the Administrative Agent“Existing Secured Credit Agreement”), attesting to and (B) the Solvency of the Loan Parties on a consolidated basis Credit Agreement dated as of December 14, 2012, by and among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Existing Unsecured Credit Agreement” and, together with the Existing Secured Credit Agreement, severally and collectively, the “Existing Credit Agreement”), have been or concurrently with the Closing Date after giving effect to are being terminated, all amounts owing thereunder have been paid in full and all Liens securing obligations under the transactions contemplated hereby; (ix) Existing Credit Agreement, if any, have been or concurrently with the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan PartiesClosing Date are being released; and (xi) all documents documentation and instruments, including Uniform Commercial Code financing statements, required by law or other information reasonably requested by the Collateral Agent Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Arrangers PATRIOT Act; (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (c) Any fees required to be filed, registered paid on or recorded to create or perfect before the first priority Liens intended to be created under the Loan Documents and all such documents and instruments Closing Date shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangerspaid. (bd) Not less than $100,000,000 in Aggregate Commitments Unless waived by the Administrative Agent, the Borrower shall have been paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement and those Loan Documents listed on Schedule 5.01, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel Parties acceptable to the Loan Parties, in each case, Agent addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect and in form and substance reasonably satisfactory to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since June 30, 2010, that has had or could have, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have by Section 7.07 hereof has been obtained and are is in effect; (viiiix) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis duly completed Compliance Certificate as of the Closing Date after giving effect last day of the fiscal quarter of Borrower most recently ended prior to the transactions contemplated hereby; (ix) the Security DocumentsClosing Date, each duly executed signed by the applicable Loan Partiesa Responsible Officer of Borrower; (x) an affidavit in the form of Exhibit F attached hereto (the “Affidavit of Payment of Trade Bills”) containing the information as provided therein; (xi) certificates (whether one or more, the “Property Certificates”) for each producing oil and gas lease, well or unit, as appropriate, relating to the oil and gas properties described in an Oil and Gas Mortgage, which Property Certificates shall be in the form of Exhibit G attached hereto containing the information as provided therein; (xii) title opinions and/or other title information and data acceptable to Agent covering not less than the Required Reserve Value of those Mortgaged Properties included in the Borrowing Base, reflecting title to the Mineral Interests of the Loan Parties in such Mortgaged Properties which is acceptable to Agent, and these title assurances shall include a title indemnity from Borrower (the “Title Indemnity Agreement”); (xiii) a schedule (the “Reconciliation Schedule”) in the form of Exhibit H confirming that, except as otherwise shown on the Reconciliation Schedule, (a) each well and unit described on the exhibits to the Oil and Gas Mortgages is also included in the engineering reports previously delivered to Agent, and (b) the respective net revenue interests and working interests for each well and unit described on the exhibits to the Oil and Gas Mortgages are also the net revenue interests and working interests for the same well or unit included in the engineering reports previously furnished to Agent, and (c) each well and unit included in the engineering reports previously furnished to Agent is described on the exhibits to the Oil and Gas Mortgages; (xiv) such environmental information regarding the Mortgaged Properties as Agent may request; (xv) a schedule of Swap Contracts and Forward Sales Contracts then in force and effect; (xvi) a deposit of $2,500 with ▇▇▇▇▇▇▇▇ PC, counsel for Agent, to be held by such counsel and applied toward payment of costs and expenses for recordation of the Oil and Gas Mortgages as provided in Section 2.13(a) hereof. If such deposit exceeds the amount of such costs and expenses, the excess will be returned to Borrower. If such deposit is less than such costs and expenses, the deficit shall be paid by Borrower or applied to other indemnified liabilities pursuant to Section 11.04; (xvii) evidence of (1) the amount necessary to pay off all other Loan Documentsindebtedness of Borrower to Bank of America, each duly executed N.A., and (2) the agreement of Bank of America, N.A., upon such pay-off, to execute and delivery to Agent endorsements and assignments of Borrower’s indebtedness to Bank of America, N.A., and Bank of America, N.A.’s Lien against the Mortgaged Properties as are acceptable to Agent; (xviii) Uniform Commercial Code, judgment and tax lien searches in such jurisdictions as required by Agent evidencing the applicable Loan Partiesabsence of Liens except for Liens being released on the Closing Date and Permitted Liens; and (xixix) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or reasonably requested by opinions as Agent, the Collateral Agent and L/C Issuer or the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the ArrangersRequired Lenders may require. (b) Not less than $100,000,000 Any fees required to be paid on or before the Closing Date, including the upfront fee described in Aggregate Commitments Section 2.08 (c), shall have been paid. (c) Unless waived by Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent). (d) The Closing Date shall have occurred on or before September 30, 2010. (e) There shall not have occurred any material disruption or material adverse change in the financial, banking, or capital markets which Agent deems to materially impair the syndication of this credit facility. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC Issuer and each Lender to make its initial Credit Extension on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, formed and that Borrower and each Loan Party is Guarantor is, validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel Parties acceptable to the Loan Parties, in each caseAgent, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect in form and substance satisfactory to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be expected to have a Material Adverse Effect, and (C) a calculation of the financial covenants set forth in Section 7.12 as of the last day of the fiscal quarter of Borrower ended on or about June 28, 2008; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viiiix) a certificate from evidence that the chief financial officer Credit Agreement dated as of the Lead July 21, 2006, as amended or modified, among Borrower, satisfactory Bank of America, as agent and a syndicate of lenders (the “Existing Credit Agreement”) has been or concurrently with the Closing Date is being amended in form and substance satisfactory to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties;; and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents, consents or opinions as Agent or the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Required Lenders reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangersmay require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Agent, Borrower shall have paid all Attorney Costs of Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent). (d) The Closing Date shall have occurred on or before September 30, 2008. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement and the Guaranty sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel Parties acceptable to the Loan Parties, in each case, Agent addressed to the Administrative Agent and each Lender and Lender, as to such the matters set forth concerning the Loan Parties and the Loan Documents as the Administrative in form and substance satisfactory to Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)its counsel; (vi) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party either (A) that the conditions specified in clauses (a), (b) and (c) attaching copies of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (DB) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tablestating that no such consents, (E) that executed copies of the Spin-Off Agreements licenses or approvals are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Dateso required; (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have has been obtained and are is in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties[Reserved]; (x) all other Loan Documentssuch financial information with respect to the Borrower’s fiscal year ended December 31, each duly executed 2005 as may be reasonably requested by Agent and discussed with the applicable Loan PartiesBorrower; andprovided, that Agent shall be satisfied with the nature and substance of such information and discussions; (xi) all documents such information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and instruments, including Uniform Commercial Code financing statements, required by law or management of the Borrower and its subsidiaries as may be reasonably requested by Agent, the Collateral nature and substance of such information to be satisfactory to the Agent and its counsel; (xii) such information regarding the Arrangers to be filedBorrower’s (A) accounts receivable aging, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents (B) backlog information, (C) business segment financial performance, and all such documents and instruments shall have been so filed, registered or recorded(D) tunneling job financial performance, in each casecase as of December 31, 2005, as may be requested by the Agent, the nature and substance of such information to be satisfactory to the reasonable satisfaction Agent; (xiii) Uniform Commercial Code, tax and judgment lien searches as the Agent may reasonably requires, results of which to be satisfactory to the Agent; (xiv) the representations and warranties of Borrower and each other Loan Party contained in Article V hereof or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Collateral Agent and Closing Date, and (xv) such other assurances, certificates, documents, consents or opinions as Agent, the ArrangersL/C Issuer or the Required Lenders reasonably may require. (b) Not less than $100,000,000 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent). (d) The Closing Date shall have occurred on or before February 20, 2006. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from Lenders other than such Lender prior to the Lead Lenders executing this Agreementproposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the LC L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: : (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: Agent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each Loan Party and the Lead Borrower; Parent; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and the Parent as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party or the Parent is a party or is to be a party; ; (iviii) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and the Parent is duly organized or formed, and that each Loan Party is validly existing, existing and in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except (to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; good standing is applicable) in the jurisdiction of its organization; (viv) a favorable customary opinion of each of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan PartiesParties and the Parent and (ii) local counsel to the Loan Parties and the Parent located in Bermuda, in Ireland and Nevada, each case, addressed to the Administrative Agent and each Lender Lender, in form and as substance reasonably satisfactory to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request Agent; and (including, without limitation, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent); (viv) a certificate signed by a Responsible Officer of the Lead Borrower Agent certifying (A) that the conditions specified in clauses (a), Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied (after giving effect to the consummation of the transactions contemplated under this satisfied. 83 ▇▇▇▇▇ ▇▇▇▇▇▇ Amended and Restated Credit and Guaranty Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (B) that there has been no event or circumstance since May 2, 2015, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, (D) there have not been any material change in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Table, (E) that executed copies of the Spin-Off Agreements are attached thereto and (F) that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on or substantially simultaneously with the Closing Date; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Collateral Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent and the Arrangers to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent and the Arrangers. (b) Not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.NYDOCS03/1067767.15