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 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 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 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, 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 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 of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies, faxes or telecopies scanned pdf files (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 BorrowerAgreement; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) the Collateral Documents, executed by the Loan Parties party thereto in appropriate form for recording, where necessary, together with such evidence that such reasonable actions as are necessary or, in the opinion of the Administrative Agent or the Required Lenders, desirable to perfect the Administrative Agent’s Liens in the Collateral, have been taken or arrangements therefor satisfactory to the Administrative Agent have been made; (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 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; (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 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) a favorable opinion of each of ▇▇▇▇▇▇ Weil, Gotshal & ▇▇▇▇▇▇ 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 set forth in Exhibit H, and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect B) local counsel opinions relating to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)real property Collateral; (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 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 on Audited Financial Statements that has had or substantially simultaneously with could be reasonably expected to have, either individually or in the Closing Dateaggregate, a Material Adverse Effect; (viiix) evidence a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Parent and the Borrower ended March 28, 2009, signed by the chief executive officer, chief financial officer, treasurer or controller of the Parent; (x) (A) a survey of the New Jersey Headquarters, the Elk Grove Facility and the Oregon Tank Farm, and (B) mortgagee title insurance policies (with customary endorsements) covering each of the Elk Grove Facility and the Oregon Tank Farm (a mortgagee title insurance policy covering the New Jersey Headquarters shall not be required); (xi) A certificate of the Borrower confirming that (A) 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; , (viiiB) a certificate from there are no past due premiums in respect of any such insurance, and (C) attached thereto are the chief financial officer certificates of the Lead Borrowerinsurance, satisfactory in form and substance to naming the Administrative Agent, attesting on behalf of the Secured Parties, 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 that constitute Collateral; (xii) copies of environmental reports, if any, previously prepared for the Borrower with respect to the New Jersey Headquarters, the Elk Grove Facility, and the Oregon Tank Farm; (xiii) a consolidated basis as certificate of a Responsible Officer of the Borrower certifying that the commitments to extend credit under the Existing Credit Agreement have been, or concurrently with the Closing Date after giving effect to are being, terminated, all indebtedness or other obligations then due under the transactions contemplated herebyExisting Credit Agreement have been, or concurrently with the Closing Date are being, repaid, and no letters of credit will remain outstanding under the Existing Credit Agreement; (ixxiv) a certificate of a Responsible Officer of the Security DocumentsBorrower certifying that the Borrower Partnership Agreement as in effect on the Closing Date has been amended to include provisions (A) permitting the pledge of the general and limited partnership interests of the Borrower as Collateral, each duly executed by (B) providing for the applicable Loan Parties; right to enforce such Lien and acquire or transfer such limited and general partnership interests (xand in connection with such enforcement, be admitted, or have such transferee be admitted, as a substitute limited partner or general partner, as applicable, without the consent of the Board of Supervisors of the Borrower or any other person or entity), and (C) all other Loan Documents, each duly executed by as may be necessary to effectuate the applicable Loan Partiesforegoing; and (xixv) such other assurances, certificates or documents as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger 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 Borrower shall have paid all fees, charges and instruments, disbursements of counsel (including Uniform Commercial Code financing statements, required by law or reasonably local counsel) to the Administrative Agent (directly to such counsel if requested by the Collateral Agent 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 Arrangers to be filedAdministrative Agent or such counsel). (d) The Closing Date shall have occurred on or before July 31, 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 2009. (e) The conditions precedent set forth in Section 4.02 shall have been so filedsatisfied. Without limiting the generality of the provisions of the last paragraph of Section 9.03, registered 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 recordedaccepted or to be satisfied with, in each case, 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 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 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 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 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 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 of the Borrower and its Subsidiaries are 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 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 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 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 '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 BorrowerBorrowers; (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 of the Borrowers and the other Loan Party Parties is validly existing, and to the extent applicable, 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 (i) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and Cravatheach Lender, Swaine & ▇▇▇▇▇ LLPas to the matters set forth in Exhibit H-1, (ii) NautaDutilh, Dutch and Curaçao counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and that is a Lender on the date hereof, as to the matters set forth in Exhibits H-2 and H-3 respectively, (iii) ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties, addressed to the Administrative Agent and each Lender as to the matters set forth in Exhibit ▇-▇, ▇▇▇ (▇▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ counsel to the Loan Parties, addressed to the Administrative Agent and each Lender as to the matters set forth in Exhibit H-5, and in each case 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 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 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 Parent 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 duly executed and delivered copy of the Lead Borrower, Subordination Agreement reasonably satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of Agent subordinating all intercompany indebtedness among the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyObligations substantially in the form of Exhibit G; (ix) the Security Documents, each a duly executed by and delivered copy of the applicable Loan Parties; Contribution and Indemnity Agreement among the Guarantors apportioning the rights and obligations of each Guarantor substantially in the form of Exhibit H; 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 Parent 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 Parent 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 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 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 opinions of each of (x) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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-1 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, and (y) Nossaman LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (the “Initial Opinion”), as to the matters set forth in Exhibit G-2 and such other matters concerning the Loan Parties and the Loan Documents as 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 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 certifying that such consents, licenses and approvals are in full force and effect, or (B) certifying 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) 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 Existing Loan Parties on a consolidated basis as of 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; (ix) evidence that the Security Documents, each duly executed by the applicable Loan Parties;Holdco Credit Agreement shall be effective substantially simultaneously herewith; 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 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 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 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 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 (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 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 Issuer and each Lender Lenders to make its honor the initial Request for 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 Party, each dated the Closing Date (or, in the case of certificates of governmental officialsreferred to in subsections (iii), (iv), or (viii) below, 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 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 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 state 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 EffectLoan Party is organized; (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 F and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders or 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 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 General Partner 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 July 31, 2006 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 Borrowersuch other assurances, satisfactory in form and substance to certificates, documents, consents or opinions as the Administrative Agent, attesting to Agent or 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 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). (d) The Closing Date shall have occurred on or before August 1, 2007. 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 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, 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 NoteLender; (iii) the Guaranty executed by the Guarantor; (iv) such certificates of resolutions or other action, incumbency certificates and/or and 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 (if such Loan Party is a corporation) 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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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); (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 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 on Audited Financial Statements that has had or substantially simultaneously with could be reasonably expected to have, either individually or in the Closing Dateaggregate, a Material Adverse Effect; (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;; and (x) all other Loan Documents, each a duly executed by completed Compliance Certificate as of the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by last day of 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, fiscal quarter of Borrower most recently ended prior to the reasonable satisfaction Closing Date, signed by a Responsible Officer of the Collateral Agent and the ArrangersBorrower. (b) Not less than $100,000,000 in Aggregate Commitments shall Any fees required to be paid on or before the Closing Date have been received from Lenders other than paid. (c) Unless waived by Agent, Borrower has paid all reasonable fees, charges and disbursements of counsel to Agent (directly to such counsel if requested by Agent) to the Lead Lenders executing this Agreementextent 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 has occurred on or before December 31, 2015.

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

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 reasonably satisfactory to the Administrative Agent: (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 Credit Note executed by the Borrowers Borrower in favor of each Revolving Credit Lender requesting a Revolving Credit Note; (iii) a Term Note executed by the Borrower in favor of each Term Lender requesting a Term Note; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower and the Trust 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; (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 of the Borrower and the Trust is duly organized or formed, and that each Loan Party of the Borrower and the Trust 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; (vvi) a favorable opinion of each of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in each caseTrust, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties Borrower and the Trust, and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (includingrequest, without limitationin a form satisfactory to the Administrative Agent, with respect to enforceability, due authorization provided that the Lenders acknowledge that this opinion will not cover the Subsidiary Guarantors and perfection of the Liens in favor of the Collateral Agent)Subsidiary Guaranty; (vivii) a certificate signed by of a Responsible Officer of the Lead Borrower certifying and the Trust 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 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 would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on December 31, 2014, signed by a Responsible Officer of the Borrower, ; (x) a Committed Loan Notice for the Borrowings to be funded at Closing; and (xi) Closing instructions providing in a manner reasonably satisfactory in form and substance to the Administrative AgentAgent that, attesting to the Solvency of the Loan Parties on a consolidated basis as of the Closing Date after upon giving effect to the transactions contemplated hereby; (ix) hereby on the Security DocumentsClosing Date and the disbursement of the Term Loans on the Closing Date, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by “Term Loans” as defined in the applicable Loan PartiesExisting Credit Agreement shall be repaid in full; 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 Any fees required to be paid to the Administrative Agent or any Lender in Aggregate Commitments connection with this Agreement or the Fee Letter on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented 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 date that is three 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 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 '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 BorrowerBorrowers; (ii) a Revolving Note executed by the Borrowers in favor of each Lender requesting a Revolving Note; (iii) the Swing Line Note executed by the Borrowers 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 ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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 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 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 effectiveness of the LC Issuer and each Lender to make its initial Credit Extension hereunder this Agreement 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 Third Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Third Restatement Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement each properly executed by a Responsible Officer of the signing Loan Party and the Lenders 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 of each of ▇▇Bass, B▇▇▇▇ & ▇▇▇S▇▇▇ LLPPLC, 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 (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 Third Restatement 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 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 certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (xvii) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xiviii) an updated commercial finance exam, the results of which are satisfactory to the Agent (which commercial finance exam will not be counted toward such commercial finance exam limits in Section 6.10(b)); (ix) 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 or subordination agreements satisfactory to the Agent are being tendered concurrently herewith or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases 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, (B) the Credit Card Notifications, and Blocked Account Agreements 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; and such other assurances, certificates, documents, consents or opinions as the Agent and the Arrangersreasonably may require. (b) Not less After giving effect to (i) any Loans outstanding hereunder, (ii) any charges to the Loan Account made in connection herewith and (iii) all Existing Letters of Credit and any other Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be greater than $100,000,000 in Aggregate Commitments 25,000,000 (calculated without giving effect to clause (a) of the Loan Cap). (c) The Agent shall have been received from Lenders other than a Borrowing Base Certificate dated the Third Restatement Date, relating to the period ended on February 25, 2023, and executed by a Responsible Officer of the Lead Lenders executing this AgreementBorrower.

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 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 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 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, 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 opinions 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 in form and substance satisfactory to Agent may reasonably request (including, without limitation, including an opinion of Finnish counsel with respect to enforceability, due authorization and perfection the pledge of 65% of the Liens in favor stock of the Collateral Agent)Planar Systems OY; (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 Audited Financial that has had or could reasonably be expected to have closed on or substantially simultaneously with a Material Adverse Effect, and (C) a calculation of the financial covenants set forth in Section 6.12 as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date; (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; (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;; and (ix) such other assurances, certificates, documents, consents, evidence of perfection of all Liens securing the Security Documents, each duly executed by Obligations or opinions as Agent or 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 received from Lenders other than paid. (c) Unless waived by Agent, Borrower shall have paid all Attorney Costs of Agent to the Lead Lenders executing this Agreementextent 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 December 31, 2003.

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 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 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, special counsel to the Swiss Pledgor in Switzerland, 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) evidence a certificate for each Company and the Foreign Borrower, as applicable, signed by a Responsible Officer thereof 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 (b) have been satisfied, (B) 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, either individually or in the Loan Documents aggregate, to have been obtained a Material Adverse Effect and are in effect;(C) the current Debt Ratings; and (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 any L/C Issuer, the Solvency of Swing Line Lender 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 The Administrative Agent shall have received original stock certificates or other certificates, if any, evidencing the Equity Interests pledged pursuant to the Security Instruments, together with an undated transfer power for each such certificate duly executed in Aggregate Commitments blank by the registered owner thereof, for any such Equity Interests that are certificated. (c) The Administrative Agent shall have received the results of a Lien search (including a search as to judgments and tax matters), 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, the Company and the Foreign Borrower, as applicable, each 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 Company 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 sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerAgreement; (ii) executed counterparts of the Guaranty executed by each Subsidiary of the Borrower, other than the Inactive Subsidiaries and Excluded Subsidiaries; (iii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iiiiv) the Fee Letter executed by the parties thereto; (v) such certificates of resolutions or other action, incumbency certificates including specimen signatures 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; (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 of the Borrower and 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; (vvii) a favorable opinion of each of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special 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; (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), (b) and (c) 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 with could be reasonably expected to have, either individually or in the Closing Dateaggregate, a Material Adverse Effect; (viix) 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 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 Issuer, the Loan Parties on a consolidated basis as of Swing Line Lender or 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 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 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 L/C Issuer and each Lender to make its initial Credit Extension hereunder is are subject to the satisfaction of the following conditions precedent: (a) The 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 Arranger and the Lenders in their sole discretion; (b) the Administrative Agent’s '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 of 1. this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; 2. executed counterparts of the Guaranty; the Approved Subordination Agreement, and the Advisor Fee Subordination Agreement; (ii) a Note Notes executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) executed Certificate of Non-Foreign Status, a Disbursement and Rate Management Authorization and Instruction Agreement, as required by Administrative Agent and all other Loan Documents to be executed by the Borrower or any Guarantor; (iv) the formation, organization and operating documents for each Loan Party, plus such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party 1. is duly organized or formed, 2. that each Loan Party is validly existing, in good standing and qualified to engage in business in the jurisdiction of its formation; and 3. that the execution and delivery by each Loan Party of each Loan Document to which it is a party, has been properly approved, the persons signing on behalf of each Loan Party has been authorized to sign each such Loan Document, and an incumbency for each such person; (v) Responsible Officer Certificates for each Loan Party: 1. with respect to 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;; and (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 2. 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 stating that no such consents, licenses or approvals are so required; (vi) a Responsible Officer Certificate for the capital structure and capitalization Borrower certifying that as 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 after giving effect to any Credit Extension to be made on the Closing Date: 1. the Total Outstandings shall not exceed the Borrowing Base, less all Unsecured Debt other than the Obligations; and 2. there are no Defaults or Events of Default; (vii) Intentionally Omitted; (viii) Administrative Agent shall have reasonably determined that no Material Adverse Effect has occurred with respect to Borrower or CCIT III, or when taken as a whole, the Subsidiary Guarantors, since the most recent financial statements and reports provided to Administrative Agent; (ix) the representations and warranties by Borrower and the other Loan Parties in the Agreement and in the other Loan Documents are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) on and as of the Closing Date, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects), as of such earlier date; (x) documentation and other information reasonably requested by the Lenders in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the PATRIOT Act; (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require, including without limitation, 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 favorable opinion of the Lead Borrower, satisfactory in form and substance ▇▇▇▇▇ ▇▇▇▇ LLP (or another or additional law firm reasonably acceptable to the Administrative Agent), attesting as counsel to the Solvency of Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents under all applicable laws as the Administrative Agent or the Required Lenders may reasonably request; (xiii) With respect to each Project to be included as a Qualified Property, the items required by Section 6.13(a). (c) Any fees required to be paid on or before the Closing Date, including pursuant to any Fee Letter, 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 (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 consolidated basis 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, upon (i) each Lender’s receipt of an all conditions satisfied communication from the lawyer representing the Administrative Agent, and (ii) each Lender’s execution of this Agreement, each Lender as of the Closing Date after giving effect 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 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 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 Term Loan 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 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 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 request as 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 L▇▇▇▇▇ & W▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, LLP addressed to the Administrative Agent and each Lender and on the Closing Date, 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) and (c) of this Section 4.02 4.1 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, on a Consolidated basis, as of the Closing Date after giving effect to the Transactions, 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) subject to Section 6.15, evidence reasonably satisfactory to the Agent that all insurance required to be maintained pursuant to the Loan Documents and all certificates and 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 under the Lead Borrower, Existing Term Loan Facility reasonably satisfactory in form and substance to the Administrative AgentAgent evidencing that such loan facility has been terminated, attesting to the Solvency all obligations paid in full, and all Liens securing obligations of the Loan Parties on a consolidated basis as of under such facility have been or concurrently with the Closing Date after giving effect to the transactions contemplated herebyare being released; (ix) the Security DocumentsDocuments (other than Mortgages and Control Agreements (as such term is defined in the Guaranty and Security Agreement) to be delivered post-closing) and all other Loan Documents (to the extent to be executed on the Closing Date), each duly executed by the applicable Loan Parties; (x) all other Loan Documentsthe Intercreditor Agreement J▇▇▇▇▇▇, each duly dated as of the date hereof, and fully executed by the applicable ABL Agent, the Agent, and acknowledged by the 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 Liens permitted by Section 7.1 and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, in each case 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; (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 (subject to the ABL Intercreditor Agreement) 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, (B) control agreements to the reasonable satisfaction of extent required under the Collateral Security Documents; and (xiii) such other assurances, certificates, documents, consents or opinions as the Agent and the Arrangersreasonably may require. (b) Not less than $100,000,000 in Aggregate Commitments [Reserved]. (c) [Reserved]. (d) 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. (e) The Borrower 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 Borrower and the Agent). (f) The Agent and the Lenders shall have received, at least four (4) Business Days prior to the Closing Date, 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 Act, requested by the Agent or Lenders seven (7) Business Days prior to the Closing Date. (g) [Reserved]. (h) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, shall be true and correct in all material respects on and as of the Closing Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects. (i) No Default or Event of Default shall exist, or would result from the application of the proceeds thereof. (j) The Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. 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 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 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 its jurisdiction where its ownership, lease of organization 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 opinions of each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, Parties and Cravath, Swaine & ▇▇▇▇▇▇ LLP▇. Post, counsel to Senior Vice President, General Counsel and Corporate 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 2December 31, 2015, 2008 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectEffect and (B) the current Debt Ratings; and (vii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.02(a) and (b) have been satisfied; (b) Any fees required to be paid pursuant to Section 2.09 on or before the Closing Date shall have been paid to the extent invoiced at least one Business Day prior to the Closing Date. (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 at least one Business Day prior to the Closing Date. (Cd) either that The Indebtedness of Holdings, the Borrower and its Subsidiaries outstanding under the Existing Credit Agreement shall have been repaid and all commitments to provide loans thereunder shall have been terminated, in each case, on terms and conditions reasonably satisfactory to the Administrative Agent. (1e) no consents, licenses or All material governmental and third party approvals are required necessary 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 financing contemplated hereby shall have been obtained and are be 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 Letter of Credit 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 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 the Borrower is validly existing, in good standing and qualified to engage in business in Delaware and each other 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 M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇, and A▇▇▇▇▇ LLP▇▇▇▇▇▇, Esq., 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 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) copies of central filing UCC searches of the Borrower and its Subsidiaries, each such search showing no Liens except Liens permitted pursuant to Section 7.01; (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 (other than Board approvals) required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents and documents executed in connection with the IPO 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 (other than Board approvals) are so required with respect thereto; (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 4.02(a) and (b) have occurred, been 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 with would be reasonably expected to have, either individually or in the Closing Dateaggregate, a Material Adverse Effect; (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; (viiix) a certificate from evidence that the chief financial officer of Existing Credit Agreement has been or concurrently with the Lead Borrower, satisfactory Closing Date is being terminated; (xi) evidence that the IPO has been consummated in form and substance satisfactory to the Administrative Agent and the proceeds from the IPO are not less than $75,000,000; (xii) the Audited Financial Statements and the unaudited financial statements of the Borrower for the quarter ended March 31, 2006; (xiii) financial projections of the Borrower’s consolidated operations including, on a quarterly basis from the Closing Date until the Maturity Date projected, quarterly balance sheets, income statements and statements of cash flows of the Borrower and its Subsidiaries; (xiv) a Compliance Certificate, duly and properly executed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower dated the date hereof but with all calculations made as of March 31, 2006; and (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, attesting to the Solvency Letter of Credit Issuer, the Loan Parties on a consolidated basis as of Swing Line Lender or 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 in Aggregate Commitments Any fees required to be paid on or before the Closing Date shall have been paid, including those fees required to be paid in the Fee Letter. (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 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 Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:: 112 (a) The the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent, that Administrative Agent has (or will have concurrently with the effectiveness of the Agreement) a valid perfected first priority security interest in the ABL Priority Collateral; (b) 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 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 could qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect; (v) a favorable written opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to for the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, such other counsel to for the Loan PartiesParties as may be reasonably requested by Administrative Agent, in each case(A) dated the Closing Date, (B) addressed to the Administrative Agent and each Lender the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent, 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), Section 4.01(e) and Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied satisfied; (after giving effect to vii) a certificate signed by a Responsible Officer of Lead Borrower certifying that 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 obligations of the Loan Documents Parties hereunder and the Term Loan Facility do not give rise to which it is any obligation of the Lead Borrower or its Subsidiaries to grant any Liens in respect of any existing indebtedness of the Lead Borrower or its Subsidiaries or violate any of the terms of the agreements with respect thereto, together with such supporting detail as Administrative Agent may request, including with respect to the calculation of Consolidated tangible net assets or any other amounts that are the basis for such certification; 113 (viii) 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 duly completed Compliance Certificate as of the capital structure and capitalization last day of the most recent Fiscal Quarter of the Lead Borrower and its Subsidiaries from the Initial Cap Table, ended at least forty-five (E45) 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 days prior to 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) , signed by a certificate from the chief financial officer Responsible Officer of the Lead Borrower; (ix) certificates of insurance for the insurance policies required by Section 6.07 and the applicable provisions of the other Loan Documents (including customary lender’s loss payable endorsements and naming the Administrative Agent as an additional insured, in each case in form and substance reasonably satisfactory to the Administrative Agent); (x) a payoff letter from the Existing Term Loan Agent reasonably satisfactory in form and substance to the Administrative Agent, attesting to Agent evidencing that the Solvency of the Existing Term 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 Term Loan Agreement have been or concurrently with the Closing Date are being released; (ixxi) the Security DocumentsDocuments (other than the Mortgages and the Related Real Estate Collateral Security Agreements), each duly executed by the applicable Loan Parties; (xxii) all other Loan DocumentsDocuments (other than the Mortgages and the Related Real Estate Collateral Security Agreements), each duly executed by the applicable Loan Parties; (xiii) results of Lien searches with respect to each Loan Party (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the Collateral, 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 Administrative Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative 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 Administrative Agent and the Arrangers to be filed, registered or recorded to create create, perfect or perfect continue the perfection of the first priority Liens intended to be created under in the Loan Documents ABL Priority Collateral and all such documents and instruments shall have been so will be filed, registered or recordedrecorded to the satisfaction of the Administrative Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, and (C) other than for Store locations, Collateral Access Agreements for locations where there is ABL Priority Collateral or other assets Administrative Agent may require access and use of to realize on ABL Priority Collateral as such Collateral Access Agreements may be required by the Administrative Agent; (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, (iii) provision for payment of all other fees and expenses of the Transactions, and (iv) all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Excess Availability shall be not less than $400,000,000; (d) the Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the Fiscal Period ended on February 23, 2013, and executed by a Responsible Officer of the Lead Borrower; (e) no Company Material Adverse Effect shall have occurred since February 25, 2012; 114 (f) the Lead Arrangers shall have received (i) projected balance sheets, income statements, statements of cash flows and availability of the Loan Parties for the period from and including the 2014 Fiscal Year through the 2018 Fiscal Year (on a Fiscal Period basis for the 2014 Fiscal Year, on a quarterly basis for the 2015 Fiscal Year and an annual basis thereafter), and a deal-basis carve-out balance sheet for the Loan Parties as of February 21, 2013, in each casecase in form and substance reasonably satisfactory to Administrative Agent, (ii) a quality of earnings review of the Lead Borrower and its Subsidiaries for the 2012 Fiscal Year and for the year-to-date 28-week period ending September 6, 2012 by Deloitte & Touche and (iii)(A) deal basis carve-out income statements for the Lead Borrower and its Subsidiaries for the 2011 and 2012 Fiscal Year and 52-week period ending December 1, 2012 (or the last day of the most recent Fiscal Quarter of the Lead Borrower ended at least forty-five (45) days prior to the reasonable satisfaction Closing Date (or ninety (90) days prior to the Closing Date if such Fiscal Quarter is the final Fiscal Quarter of the Collateral Agent relevant Fiscal Year)) and (B) deal basis carve-out balance sheets for the Arrangers.Lead Borrower and its Subsidiaries as of February 25, 2012 and December 1, 2012 (or the last day of the most recent Fiscal Quarter of the Lead Borrower ended at least forty-five (45) days prior to the Closing Date (or ninety (90) days prior to the Closing Date if such Fiscal Quarter is the final Fiscal Quarter of the relevant Fiscal Year)) (the foregoing financial information, the “Deal-based Breakout Financial Information”); (bg) Not the Lead Arrangers shall have received a solvency certificate substantially in the form attached hereto as Exhibit L, which shall have been executed by the chief financial officer of the Lead Borrower or other officer with equivalent duties of the Lead Borrower; (h) there shall not exist any action, suit, investigation, litigation or proceeding pending in any court or before any arbitrator or governmental authority that challenges the legality of, or otherwise seeks to enjoin, the revolving credit facilities to be made available under this Agreement which Administrative Agent in its sole discretion believes is material; (i) all costs, fees and expenses contemplated by the Loan Documents or otherwise due and payable to the Administrative Agent, the Lead Arrangers or the Lenders on or before the Closing Date in respect of the Transactions for which the Lead Borrower has received notice at least two (2) Business Days’ prior to the Closing Date have been paid in full; (j) the Lead Arrangers shall have received all documentation and information at least five (5) Business Days prior to the Closing Date as is reasonably requested in writing by the Lead Arrangers about the Lead Borrower and its Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, in each case to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; (k) the accuracy of each of the representations made by Buyer in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Lead Borrower has (or its applicable Affiliate has) the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the NAI Sale as a result of a breach of such representations and warranties in the Acquisition Agreement; (l) the Administrative Agent shall have received evidence that the Lead Borrower has received gross proceeds of not less than $100,000,000 in Aggregate Commitments 1,500,000,000 from borrowings under the Term Loan Facility and the Lead Arrangers shall have been received from Lenders all documents in connection therewith (other than the fee letter), which shall be on terms and conditions reasonably satisfactory to the Lead Lenders executing Arrangers (it being agreed that the terms and conditions of the Term Loan Facility as set forth in commitment letter dated as of January 10, 2013 (as amended February 19, 2012) are reasonably acceptable to the Lead Arrangers); 115 (m) the Administrative Agent shall have received the Term Loan Intercreditor Agreement, duly executed by the applicable parties; (n) the NAI Sale shall have occurred on terms and conditions reasonably satisfactory to the Lead Arrangers and the Lead Arrangers shall have received copies of all documents in connection therewith, duly executed by the parties thereto (it being agreed that the terms and conditions of the NAI Sale as set forth in the Acquisition Agreement (including all schedules, exhibits and annexes thereto) are reasonably acceptable to the Lead Arrangers); (o) the SVU 2014 Note Repayment shall have occurred on terms and conditions reasonably satisfactory to the Lead Arrangers and the Lead Arrangers shall have received all documents in connection therewith; and (p) the Lead Arrangers shall have received evidence, in form and substance reasonably satisfactory to the Lead Arrangers, of the payment in full of all obligations of Lead Borrower and its Subsidiaries under the Existing Receivables Transfer Agreements, the repurchase by Lead Borrower of all receivables sold thereunder, and the termination of all Liens securing obligations under the Existing Receivables Transfer Agreements. 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 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; (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 the Company 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 ▇▇▇▇▇▇▇ North ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC LLO, 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, 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 H; (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 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 evidence that prior 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 (A) all obligations and Indebtedness under or with respect to the transactions contemplated herebyExisting Five-Year Credit Agreement have been or are being paid in full, (B) all commitments, and any notes issued, in connection with the Existing Five-Year Credit Agreement have been or are being terminated and (C) all Liens securing obligations under the Existing Five-Year Credit Agreement, if any, have been or are being released; (ix) executed counterparts of (A) a Company Guaranty for each Foreign Obligor that is a Designated Borrower on the Security Documents, each duly executed by the applicable Loan Parties;Closing Date and (B) a Subsidiary Guaranty; 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 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 are subject to the 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 Administrative Agent, 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) executed Certificate of Non-Foreign Status, a Disbursement and Rate Management Authorization and Instruction Agreement, if, and as, required by Administrative Agent and all other Loan Documents to be executed by the Borrower or any Guarantor; (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 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; (vvi) 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 or 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 a Responsible Officer Certificate 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 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 Unsecured Debt other than the Net Obligations as of the Closing Date; (viiix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on September 30, 2016, 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) documentation and other information reasonably requested by the Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act; (xii) for each Lender that has a certificate from Commitment under the chief financial officer Existing Credit Agreement as of the Lead BorrowerClosing Date, satisfactory that is not a Lender under this Agreement (a "Discontinuing Lender"), evidence that the obligations under the Existing Credit Agreement to each such Discontinuing Lender have been or concurrently with the Closing Date are being terminated, and all such amounts owing to each such Discontinuing Lender have been paid in form and substance to full, including, without limitation, any amounts due under Section 3.05 of the Existing Credit Agreement; and (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, attesting the L/C Issuers or the Lenders reasonably may require. (c) All amounts to be paid pursuant to Section 3.05 of the Existing Credit Agreement plus 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 Solvency 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 Loan Parties on a consolidated basis provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, upon (i) each Lender’s receipt of an all conditions satisfied communication from the lawyer representing the Administrative Agent, and (ii) each Lender’s execution of this Agreement, each Lender as of the Closing Date after giving effect 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 transactions contemplated hereby; (ix) proposed Closing Date specifying its objection thereto. For any Lender that is not a Discontinuing Lender and which has a Commitment under this Agreement, 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 Commitment and the Arrangers Obligations owed to such Lender under this Agreement as of the Closing Date shall be deemed to be filed, registered or recorded to create or perfect the first priority Liens intended to be created an amendment and restatement of such Lender's Commitment and such Obligations under the Loan Documents Existing Credit Agreement, and all such documents Commitment and instruments Obligations hereunder shall have been so filedbe a continuation of such Lender’s Commitment and Obligations owed to such Lender under the Existing Credit Agreement as amended and restated by this Agreement. On or before the Closing Date, registered or recordedAdministrative Agent will provide to Borrower a closing statement identifying the Discontinuing Lenders, the amounts owing to such Discontinuing Lenders, including, without limitation, any amounts payable under Section 3.05 of the Existing Credit Agreement, and the manner in each case, which the Obligations owing under the Existing Credit Agreement will be allocated to the reasonable satisfaction Lenders under this Agreement upon the payment of the Collateral Agent and the Arrangerssuch amounts. (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 the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent, that Administrative Agent has (or will have concurrently with the effectiveness of the Agreement) a valid perfected first priority security interest in the ABL Priority Collateral; (b) 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 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 could qualify in 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 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 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) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerBorrower and, if Advance Funding Arrangements shall exist with respect to funding on the Closing Date, executed Advance Funding Documentation in form and number acceptable to the Administrative Agent; (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 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 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 Borrower (on behalf of each of 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; (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 applicable 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 Parent certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations, (B) all governmental, shareholder and third party consents and approvals necessary for the Loan Parties to enter into the Loan Documents and fully perform thereunder, if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11 (and including detailed calculations of each such financial covenant); (D) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (E) that, to such Responsible Officer's knowledge, 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; (F) the current Debt Ratings and (G) that the Replaced Credit Facility has been or concurrently with the Closing Date is being fully amended and restated by this Agreement and all Liens (if any) securing obligations under the Replaced Credit Facility have been or concurrently with the Closing Date shall, as of the Closing Date, secure the Obligations hereunder and under the other Loan Documents; (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 the chief financial officer of the Lead Borrowersuch other assurances, satisfactory in form and substance to certificates, documents, or consents as the Administrative Agent, attesting to the Solvency of L/C Issuer, the Loan Parties on a consolidated basis as of Swing Line Lender or 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, 2014 in Aggregate Commitments the business, assets, operations, or condition (financial or otherwise) of the Borrower and the other Consolidated Parties taken as a whole, as reasonably determined by the Administrative Agent. (c) There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could have a Material Adverse Effect, as reasonably determined by the Administrative Agent. (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 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 9.03, (i) 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 proposed Closing Date specifying its objection thereto, and (ii) in the event that Advance Funding Arrangements shall exist, the delivery by any Lender (x) of funds pursuant to such Advance Funding Arrangements and (y) its signature page to this Agreement shall constitute the request, consent and direction by such Lender to the Administrative Agent (unless expressly revoked by written notice from such Lender received by the Administrative Agent prior to the earlier to occur of funding or the Administrative Agent’s declaration that this Agreement is effective) to withdraw and release to the Borrower on the Closing Date the applicable funds of such Lender to be applied to the funding of Loans by such Lender in accordance with Section 2.02 upon the Administrative Agent’s determination (made in accordance with and subject to the terms of this Agreement) that it has received all items expressly required to be delivered to it under this Section 4.01.

Conditions of Initial Credit Extension. The obligation effectiveness of the LC Issuer and each Lender to make its initial Credit Extension hereunder this Agreement 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 Second Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Second Restatement Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement each properly executed by a Responsible Officer of the signing Loan Party and the Lenders 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 of each of ▇Bass, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLPPLC, 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 (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 Second Restatement 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 from the chief financial officer of Security Documents and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the applicable Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyParties; (ix) the Security all other Loan Documents, each duly executed by the applicable Loan Parties; (x) an updated 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; (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 or subordination agreements satisfactory to the Agent are being tendered concurrently herewith or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases have been made; (xii) (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, (B) the Credit Card Notifications, and Blocked Account Agreements 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; and (xiii) such other assurances, certificates, documents, consents or opinions as the Agent and the Arrangersreasonably may require. (b) Not less After giving effect to (i) any Loans outstanding hereunder, (ii) any charges to the Loan Account made in connection herewith and (iii) all Existing Letters of Credit and any other Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be greater than $100,000,000 in Aggregate Commitments 30,000,000. (c) The Agent shall have been received from Lenders other than a Borrowing Base Certificate dated the Second Restatement Date, relating to the period ended on November 2, 2019, and executed by a Responsible Officer of the Lead Lenders executing this AgreementBorrower.

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 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, 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 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 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 from the applicable office of the state of organization of such Loan 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, 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, in each case, certified by a Responsible Officer of such Loan Party as to the truthfulness, correctness and completeness of such documents; (v) a the Coldwater Equity Documents and certificates evidencing the Coldwater Equity being issued thereunder, each duly executed by the Borrower; (vi) one or more favorable opinion opinions 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 Agents 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, including with respect to enforceability, due authorization the Coldwater Equity and perfection shares of common stock issuable upon conversion thereof (it being understood and agreed that the Liens opinions concerning the Coldwater Equity and shares of common stock issuable upon conversion thereof may be in favor of a separate opinion letter and from separate counsel than the Collateral Agentopinions concerning the Loan Documents); (vivii) 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 4.01 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 Solvency of the Loan Parties on a Consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) a duly completed Compliance Certificate as of the last day of the Fiscal Month of the Parent and capitalization its Subsidiaries most recently ended prior to the Closing Date, signed by a Responsible Officer 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 DateBorrower; (viiix) evidence that all insurance required to be maintained pursuant to the Loan Documents and all certificates and endorsements in favor of the Collateral Agent Agents required under the Loan Documents have been obtained and are in effect; (viiix) 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 DocumentsMortgage, each duly executed by the applicable Loan Parties; (xxii) the Security Agreement, duly executed by the parties thereto; (xiii) the Environmental Indemnity Agreement, duly executed by the parties thereto; (xiv) the Pledge Agreements, each duly executed by the parties thereto; (xv) the Intellectual Property Security Agreements, each duly executed by the parties thereto; (xvi) the Disbursement Letter, duly executed by each of the parties thereto; (xvii) the Facility Guaranty, duly executed by each of the parties thereto; (xviii) the Side Letter, duly executed by each of the parties thereto; (xix) the Coldwater Creek Side Letter, duly executed by each of the parties thereto; (xx) an Intercreditor Agreement in form and substance satisfactory to the Agents and duly executed by the parties thereto; (xxi) the Monitoring Agreement Letter, duly executed by each of the parties thereto; (xxii) all other Loan Documents, each duly executed by the applicable Loan Parties; and; (xixxiii) evidence that all other actions that the Agents may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken and the Loan Parties shall have complied with the requirements of Section 6.22 applicable on the Closing Date with respect to any Material Owned Real Estate; (xxiv) 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 Credit Extensions or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (xxv) 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 and Agent; (xxvi) Collateral Access Agreement for the Arrangerslocation at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ County, West Virginia 26120-3003; and (xxvii) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. (b) Not less than $100,000,000 in Aggregate Commitments (1) (i) the ABL Credit Agreement shall have been amended or amended and restated in form and substance satisfactory to the Lenders, which amendment shall, among other things, consent to the transactions contemplated by the Loan Documents and make certain related changes which shall be in form and substance satisfactory to the Lenders, and (ii) a Responsible Officer of the Lead Borrower shall have delivered a certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, which certificate shall attach such amendment, any related documents and all other ABL Loan Documents and certify that such documents are true, correct and complete copies of all ABL Loan Documents; (2) the Loan Parties shall have paid in full the Term Loans (as defined in the ABL Credit Agreement as in existence immediately prior to the effectiveness of this Agreement) and documents in form and substance satisfactory to the Administrative Agent evidencing such payoff (and related lien release) shall have been delivered to the Administrative Agent; and (3) the ABL Credit Agreement shall be in full force and effect and no default or event of default shall exist under the ABL Credit Agreement, or would result from the making of the Loans or the consummation of the other transactions contemplated to be made on the Closing Date hereunder or from the application of the proceeds thereof. (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 quarter, each prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices, (ii) the most recent inventory appraisal and field examination conducted under the ABL Credit Agreement, (iii) the Loan Parties’ financial statements for the month of May and (iii) such other information (financial or otherwise) reasonably requested by the Administrative Agent. (e) There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or governmental authority that, singly or in the aggregate, materially impairs the making of the Loans or the issuance of the Equity Interests under the Coldwater Equity Documents, or any of the other transactions contemplated by the Loan Documents, or that could have a Material Adverse Effect. (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) All fees, expenses and other amounts required to be paid to the Credit Parties 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 Agents and 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 the Agents’ and the Lenders’ 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 among the Borrowers, the Agents and the Lenders). (j) The Agents 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, and shall be satisfied that the Loan Parties are in compliance with all Laws. (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. (l) The Agents shall have completed, and be satisfied with, the results of due diligence investigation of the Loan Parties (including management conversations and any background checks for the Loan Parties’ senior management and key principals). (m) The representations and warranties of each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.01, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (n) No Default or Event of Default shall exist, or would result from Lenders the making of the Loans or the consummation of the other transactions contemplated to be made on the Closing Date hereunder or from the application of the proceeds thereof. (o) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, any Agent, any Lender or any of their Affiliate. (p) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred. (q) The Loan Parties shall have Liquidity, after giving effect to the transactions contemplated by this Agreement (including, without limitation, the payment in full of the Term Loans (as defined in the ABL Credit Agreement) and the payment of any overdue accounts payable), is at least $85,000,000. Notwithstanding anything herein to the contrary, for purposes of calculating Liquidity for this Section 4.01(q) only, (i) Liquidity shall be calculated using the Borrowing Base from the Borrowing Base Certificate delivered pursuant to Section 4.01(t), relating to the month ended on June 30, 2012, and (ii) the Borrowing Base shall be calculated (A) as though all In-Transit Inventory (as defined in the ABL Credit Agreement as in effect as of the Closing Date) were Eligible In-Transit Inventory (as defined in the ABL Credit Agreement as in effect as of the Closing Date) notwithstanding whether such In-Transit Inventory constitutes Eligible In-Transit Inventory under the ABL Credit Agreement as of June 30, 2012 or the Closing Date, and (B) without giving effect to the cap on the amount of In-Transit Inventory that is permitted to be Eligible In-Transit Inventory pursuant to the ABL Credit Agreement. (r) The Administrative Agent shall have received evidence that MPH Corp., a Delaware corporation, has been dissolved in a manner that is satisfactory to the Administrative Agent. (s) The Collateral Agent for the benefit of the Credit Parties shall have (i) a first-priority, perfected Lien (subject in priority only to Permitted Encumbrances) on all of the Term Loan Priority Collateral and the Loan Parties shall have taken all necessary actions in connection therewith, including, among other things, the Loan Parties (or the ABL Agent, if currently in its possession) shall have delivered to the Collateral Agent (A) to the extent such Equity Interests are “securities” pursuant to Article 8 of the UCC, the originals of the executed Equity Interest Certificates evidencing the Equity Interest of each Person pledged pursuant to the Pledge Agreement or the Security Agreement and the corresponding Equity Interest powers executed in blank and (B) to the extent required to be delivered pursuant to the Security Agreement, the originals of any executed promissory notes evidencing Term Loan Priority Collateral and corresponding allonges executed in blank and (ii) a security interest in all of the ABL Priority Collateral superior in priority to all other Persons other than Persons with Permitted Encumbrances, and the Loan Parties shall have taken all necessary actions in connection therewith. (t) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on June 30, 2012, and executed by a Responsible Officer of the Lead Lenders executing this Agreement.Borrower. Notwithstanding anything herein to the co

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 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 Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) counterparts of the Guaranty executed by ProQuest Business Solutions, Inc. and ProQuest Information and Learning Company, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (iii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iiiiv) 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, formed and that each Loan Party is validly existing, 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 or formation; (vvi) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPPLLC, counsel to the Loan Parties, substantially in the form of Exhibit G; (vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and Cravathapprovals required in connection with the execution, Swaine & ▇▇▇▇▇ LLPdelivery and performance by such Loan Party, counsel to and the validity against such Loan PartiesParty, in each case, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and of the Loan Documents as the Administrative Agent may reasonably request to which it is a party (includingand such consents, without limitationlicenses and approvals shall be in full force and effect) or (B) stating that no such consents, with respect to enforceability, due authorization and perfection of the Liens in favor of the Collateral Agent)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, ; (Cix) 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) evidence that the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed on Existing Credit Agreement has been or substantially simultaneously concurrently with the Closing Date;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; and (viix) evidence that all insurance required to be maintained pursuant to such other assurances, certificates, documents, consents or opinions as the Loan Documents and all endorsements in favor of Administrative Agent, any L/C Issuer, the Collateral Agent required under Swing Line Lender or the Loan Documents have been obtained and are in effect;Required Lenders reasonably may require. (viiib) a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance The Borrower shall have paid to the Administrative Agent, attesting the Arranger or any Lender all fees required to be paid on or before the Closing Date. (c) 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) The Administrative Agent shall have received evidence, reasonably satisfactory to the Administrative Agent, that the Borrower has received gross cash proceeds of not less than $75,000,000 from the issuance of Senior Notes. (e) There shall not have occurred a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Loan Parties on a consolidated basis as Borrower or 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 Borrower 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 recordedits Subsidiaries taken as a whole, in each case, to case since the reasonable satisfaction date of the Collateral Agent and the ArrangersAudited Financial Statements. (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 the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent, that Administrative Agent has (or will have concurrently with the effectiveness of the Agreement) a valid perfected first priority security interest in the ABL Priority Collateral; (b) 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 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 could qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect; (v) a favorable written opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to for the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, such other counsel to for the Loan PartiesParties as may be reasonably requested by Administrative Agent, in each case(A) dated the Closing Date, (B) addressed to the Administrative Agent and each Lender the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent, 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), Section 4.01(e) and Sections 4.02(a) and (b) and (c) of Section 4.02 have been satisfied satisfied; (after giving effect to vii) a certificate signed by a Responsible Officer of Lead Borrower certifying that 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 obligations of the Loan Documents Parties hereunder and the Term Loan Facility do not give rise to which it is any obligation of the Lead Borrower or its Subsidiaries to grant any Liens in respect of any existing indebtedness of the Lead Borrower or its Subsidiaries or violate any of the terms of the agreements with respect thereto, together with such supporting detail as Administrative Agent may request, including with respect to the calculation of Consolidated tangible net assets or any other amounts that are the basis for such certification; (viii) 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 duly completed Compliance Certificate as of the capital structure and capitalization last day of the most recent Fiscal Quarter of the Lead Borrower and its Subsidiaries from the Initial Cap Table, ended at least forty-five (E45) 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 days prior to 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) , signed by a certificate from the chief financial officer Responsible Officer of the Lead Borrower; (ix) certificates of insurance for the insurance policies required by Section 6.07 and the applicable provisions of the other Loan Documents (including customary lender’s loss payable endorsements and naming the Administrative Agent as an additional insured, in each case in form and substance reasonably satisfactory to the Administrative Agent); (x) a payoff letter from the Existing Term Loan Agent reasonably satisfactory in form and substance to the Administrative Agent, attesting to Agent evidencing that the Solvency of the Existing Term 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 Term Loan Agreement have been or concurrently with the Closing Date are being released; (ixxi) the Security DocumentsDocuments (other than the Mortgages and the Related Real Estate Collateral Security Agreements), each duly executed by the applicable Loan Parties; (xxii) all other Loan DocumentsDocuments (other than the Mortgages and the Related Real Estate Collateral Security Agreements), each duly executed by the applicable Loan Parties; (xiii) results of Lien searches with respect to each Loan Party (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the Collateral, 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 Administrative Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative 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 Administrative Agent and the Arrangers to be filed, registered or recorded to create create, perfect or perfect continue the perfection of the first priority Liens intended to be created under in the Loan Documents ABL Priority Collateral and all such documents and instruments shall have been so will be filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Administrative Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, and (C) other than for Store locations, Collateral Access Agreements for locations where there is ABL Priority Collateral or other assets Administrative Agent may require access and use of to realize on ABL Priority Collateral as such Collateral Access Agreements may be required by the Arrangers.Administrative Agent; (bc) 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, (iii) provision for payment of all other fees and expenses of the Transactions, and (iv) all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Excess Availability shall be not less than $100,000,000 in Aggregate Commitments shall have been received from Lenders other than the Lead Lenders executing this Agreement.400,000,000;

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 its jurisdiction where its ownership, lease of organization 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 opinions of each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, Parties and Cravath, Swaine & ▇▇▇▇▇▇ LLP▇. Post, counsel to Senior Vice President, General Counsel and Corporate 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 condition since May 2December 31, 2015, 2010 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectEffect and (B) the current Debt Ratings; and (vii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.02(a) and (b) have been satisfied; (b) Any fees required to be paid pursuant to Section 2.09 on or before the Closing Date shall have been paid to the extent invoiced at least one Business Day prior to the Closing Date. (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 at least one Business Day prior to the Closing Date. (Cd) either that The Borrower shall have paid all principal, interest, letter of credit fees and breakage costs outstanding on the Closing Date to any lender under the Existing Credit Agreement who, as of the effectiveness of this Agreement shall no longer be a lender, for which invoices have been received. (1e) no consents, licenses or All material governmental and third party approvals are required necessary 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 financing contemplated hereby shall have been obtained and are be 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 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) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine (B) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 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) and (c) of Section 4.02 have been satisfied satisfied; and (after giving effect ix) an initial Request for Credit Extension with respect to the consummation of Credit Extensions to be made on the transactions contemplated under this Agreement 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 Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder)), (Badvisors) 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 other compensation payable to the Administrative Agent, attesting the Arrangers or any Lender required to be paid on the Restatement Date pursuant to the Solvency of BofA Fee Letter and/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 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 recordedCoBank Fee Letter, in each case, to the reasonable satisfaction of extent invoiced at least two (2) Business Days prior to the Collateral Agent and Restatement Date (or such later date as the Arrangers. (b) Not less than $100,000,000 in Aggregate Commitments Borrower may reasonably agree), shall have been received from Lenders other than the Lead Lenders executing this Agreementpaid.

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 Agent shall have received all 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 executed by the Administrative AgentBorrower, the Guarantor and each Lender and the Lead BorrowerLender; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) counterparts of the Guaranty executed by the Guarantor; (iv) such certificates certificate of resolutions or other action, incumbency certificates certificate 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 and the General Partners are duly organized or formed, and that each Loan Party and each General Partner 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; (vvi) a favorable opinion of each of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to each Loan Party and the Loan PartiesGeneral Partners, and (B) the Vice President, General Counsel and Secretary of the MLP General Partner, in each casecase in form and substance satisfactory to Administrative Agent and the Lenders, 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; (vivii) a certificate signed by of a Responsible Officer of the Lead Borrower certifying each Loan Party, (A) either (i) certifying 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 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 such consents, licenses and approvals have been obtained and are in full force and effect, or (Dii) there have not been any material change stating that no such consents, licenses or approvals are so required; and (B) certifying as to the matters set forth in the capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tableclauses (A), (EB) that executed copies of the Spin-Off Agreements are attached thereto and (FC) below; (A) the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the Spin-Off shall have occurred, and the senior credit facilities of the B&N Parties have closed extent that any such representation or warranty is qualified by materiality) on or substantially simultaneously with the Closing Date, both before and after giving effect to any Credit Extension being made on such date; (viiB) evidence that all insurance required no Default shall exist on the Closing Date, before and after giving effect to be maintained pursuant to the any Credit Extension being made on such date; and (C) there does not exist any pending or threatened (i) proceeding under any Debtor Relief Law in respect of any Loan Documents and all endorsements Party or any Subsidiary, or (ii) litigation or other proceeding in favor respect of the Collateral Agent required under initial Credit Extension or that could be reasonably expected to have, either individually or in the Loan Documents have been obtained and are in effectaggregate, a Material Adverse Effect; (viii) a certificate from evidence that (A) all Loans under and as defined in the chief financial officer Borrower Existing Credit Agreement shall have been or shall concurrently be repaid in full or refinanced with Loans under this Agreement, together with accrued interest thereon and any accrued fees due, and the commitments of the Lead Borrowerlenders thereunder shall have been or shall concurrently be terminated, satisfactory (B) all Loans under and as defined in form the Sunoco Partners Marketing Existing Credit Agreement shall have been or shall concurrently be repaid in full, together with accrued interest thereon and substance to any accrued fees due, and the Administrative Agent, attesting to the Solvency commitments of the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby;lenders thereunder shall have been or shall concurrently be terminated; and (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 ArrangersInitial Financial Statements. (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 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 executed and delivered 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 Security Agreement, the Intellectual Property Security Agreement, the Securities Pledge Agreement, the Guaranty Agreement, and any other Loan Document required to be delivered with respect to the Guarantors, the Collateral or otherwise, in each case sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerSEI; (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 such 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 EffectEffect (which such jurisdictions are set forth on Schedule 4.01(a)(iv)); (v) a the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of each (A) special counsel to SEI and any Loan Party organized under the laws of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPthe United States of America, any state or territory thereof (other than Puerto Rico) or the District of Columbia, (B) special counsel to the Loan PartiesPR Borrowers and any PR Guarantor, and Cravath, Swaine & ▇▇▇▇▇ LLP, (C) special local counsel to one or more of the Loan PartiesParties in each jurisdiction listed on Schedule 4.01(a)(v), in each casecase dated the Closing Date, addressed to the Administrative Agent, the Collateral Agent and each Lender the Lenders and as satisfactory 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 Borrower certifying SEI that (A) that the conditions specified in clauses either (a), (bx) and (c) attaches 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 (Dy) states that no such consents, licenses or approvals are so required, (B) certifies that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (C) certifies that there have not has been any material change 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 capital structure and capitalization of the Lead Borrower and its Subsidiaries from the Initial Cap Tableaggregate, (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 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 has been obtained and are is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Senior Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (viii) a certificate from the chief financial officer evidence of the Lead Borrowerdelivery of any Uniform Commercial Code financing statements or amendments, satisfactory sufficient in form and substance each case for filing in all places required by applicable United States law to perfect the Liens of the Collateral Agent or the Administrative Agent under the Security Instruments as a first priority Lien (subject to Permitted Liens) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, to the extent deemed necessary or appropriate by the Administrative AgentAgent or the Collateral Agent to maintain the perfection in Collateral existing under the Existing Agreement and related documents, attesting or to the Solvency of perfect a security interest in any new or additional Collateral provided in connection with this Agreement and the Loan Parties on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyDocuments; (ix) such other documents and/or evidence of other actions as may be necessary under applicable United States law to perfect, or maintain the perfection of, the Liens of the Collateral Agent under the Security DocumentsInstruments as a first priority Lien (subject to Permitted Liens) in and to such other Collateral as the Collateral Agent or the Administrative Agent may require, including without limitation, the delivery by SEI and each Subsidiary owning any Pledged Interests of all stock certificates evidencing Pledged Interests not already in possession of the Collateral Agent, or that are necessary to correct the certificate in the possession of the Collateral Agent evidencing such Pledged Interest (whether the identity of the record owner or issuer, the number or type of shares, or otherwise), accompanied in each case by duly executed by the applicable Loan Partiesstock powers (or other appropriate transfer documents) in blank affixed thereto; (x) all Uniform Commercial Code search results showing only Permitted Liens and such other Loan DocumentsLiens as are acceptable to the Lenders; (xi) a duly completed certificate reflecting the calculations set forth in Sections I through IV, each duly executed VII and VIII of the Compliance Certificate, as of the last day of the fiscal quarter of SEI ended April 30, 2009, signed by an Executive Officer of SEI; provided that Consolidated EBITDA, Consolidated Interest Expense and Consolidated Lease Payments shall be calculated for the applicable Loan PartiesFour-Quarter Period ending on January 31, 2009; and (xixii) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or reasonably requested by opinions as the Administrative Agent, the Collateral Agent and Agent, the Arrangers to be filedL/C Issuer, registered the Swing Line Lender 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 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 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 (provided that after the Closing Date, the Borrowers acknowledge that there will be a final settling of accounts between the Borrowers 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 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 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 date of this Agreement or 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 in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerAgreement; (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 (A) a security agreement, in substantially the form of Exhibit F (together with each security agreement supplement delivered pursuant to Section 6.12, in each case as amended from time to time in accordance with the terms thereof, the “Security Agreement”) and (B) a pledge agreement, in substantially the form of Exhibit G (together with each pledge agreement supplement delivered pursuant to Section 6.12, in each case as amended from time to time in accordance with the terms thereof, the “Pledge Agreement”), in each case duly executed by each Loan Party’s Organization Documents and ; (v) Specified Mortgages covering the properties listed on Schedule 4.01 duly executed by the appropriate Loan Party, together with evidence that the Loan Parties shall have complied with the requirements of Section 2.15 in respect of such other properties; (vi) such 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 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 would not reasonably be expected to have a Material Adverse Effect; (vvii) a favorable opinion of each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in each caseBorrower’s counsel, 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, 2008 that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, other than those which customarily occur as a result of events leading up to and following the commencement of a proceeding under Chapter 11 of the Bankruptcy Code and the senior credit facilities commencement of the B&N Parties have closed on Cases and (C) that there exists no action, suit, investigation, litigation or substantially simultaneously with proceeding (excluding the Closing DateCases) pending or threatened in any court or before any arbitrator or governmental instrumentality that could reasonably be expected to result in a Material Adverse Effect; (viix) evidence that (A) 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) Collateral Agent, on behalf of the Secured Parties, is named as an additional insured and loss payee under all insurance policies to be maintained with respect to the properties of Borrower, the Guarantors and their respective subsidiaries forming part of the Collateral; (viiixi) evidence that (A) the Tower Facility Refinancing shall have occurred and (B) all fees and expenses of agents under the Pre-Petition Facilities (including reasonable fees and expenses of legal counsel, financial adviser and appraisers of such agents) shall have been paid; (xii) a certificate from the chief financial officer certified copy of an order of the Lead Borrower, Bankruptcy Court reasonably satisfactory in form and substance to the Administrative AgentAgents which, attesting in any event, shall have been entered by the Bankruptcy Court no later than September 24, 2008, approving the Loan Documents and granting the super-priority claim status and senior priming and other liens referred to in Section 2.16 (the Solvency “Final Order”), which Final Order shall (A) authorize the continued use of cash collateral under the Pre-Petition Credit Facilities and provide for the lien priorities set forth in Section 2.16, (B) authorize the Tower Facility Refinancing, (C) approve the payment by Borrower of all of the Loan Parties on fees provided for herein and in the Fee Letter and (D) not have been vacated, reversed, modified, amended or stayed; (xiii) a consolidated basis duly completed Compliance Certificate dated as of the Closing Date after giving effect to the transactions contemplated hereby; (ix) the Security Documents, each duly executed signed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Partiesa Responsible Officer of Borrower; and (xixiv) all such other assurances, certificates, documents and instrumentsor opinions as Administrative Agent, including Uniform Commercial Code financing statements, required by law any 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 Each Loan Party shall have provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. (c) Borrower shall have retained a restructuring advisory firm of national standing, with the mandate, scope of work and authority of such advisory firm to be reasonably satisfactory to the Agents (it being understood and agreed that the mandate, scope of work and authority of FTI Consulting, Inc. set out in Aggregate Commitments the engagement letter between Borrower and FTI Consulting, Inc. dated August 12, 2008 are reasonably satisfactory to the Agents). (d) Borrower shall have delivered (i) financial forecasts through December 31, 2009 for the Loan Parties in scope and substance reasonably satisfactory to the Agents (the “Initial Budget”) (it being understood and agreed that the financial forecasts delivered to the Agents on August 9, 2008 are reasonably satisfactory to the Agents) and (ii) a detailed receipts and disbursements forecast for the Loan Parties in form and substance reasonably acceptable to the Agents for the 13 weeks commencing with the week that includes the Petition Date (the “Approved Initial Forecast”) (it being understood and agreed that the receipts and disbursements forecast delivered to the Agents on August 4, 2008 is reasonably satisfactory to the Agents). (i) Any fees required to be paid to the Lenders in accordance with this Agreement on or before the Closing Date shall have been paid, and (ii) all fees and expenses of the Agents (including reasonable fees, charges and disbursements of counsel and financial adviser to the Agents to the extent invoiced prior to the Closing Date) required to be paid to the Agents in accordance with this Agreement on or before the Closing Date shall have been paid. 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 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 Lender, including without limitation, the UK Lender, to make its initial Credit Extension hereunder execute this Agreement 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 the Loan Documents as provided below, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerBorrower and confirmation of certain of the Loan Documents; (ii) a second amended and restated Note executed by the Borrowers Borrower in favor of each Lender requesting a NoteNote and a Confirmation of Promissory Note executed by Cross UK in favor of the UK 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 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 of the Borrower and each of its Subsidiaries 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 Lender, in form and as substance reasonably satisfactory to the Administrative Agent addressing 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 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 4695641V7 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 December 21, 2005 that has had or could be reasonably expected to have, either individually or in the senior credit facilities aggregate, a Material Adverse Effect; and (C) a calculation of the B&N Parties have closed on or substantially simultaneously with Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viiviii) Reserved; (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;; and (viiix) 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 Issuer, the Loan Parties on a consolidated basis as of UK Lender or 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 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 Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent unless otherwise consented to or waived by the Administrative Agent: (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 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 Note executed by the Borrowers 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; (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 each 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 Effectorganization; (vvi) a favorable opinion of each of ▇▇▇▇▇▇ & ▇, Cutler, Pickering, ▇▇▇▇ 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, dated as of the Closing Date in form and as substance satisfactory 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 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 the Closing Date after giving effect to the transactions contemplated hereby;Material Adverse Effect; and (ix) such other assurances, certificates, documents, consents or opinions as the Security Documents, each duly executed by Administrative Agent or 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 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). (d) The Closing Date shall have occurred on or before June 30, 2014. 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 each 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 the last paragraph of Section 11.04, 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 Initial Term B Loan 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 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 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 request as 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 Effectstanding; (v) a favorable opinion of each of ▇(i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, (ii) local counsel in such jurisdictions as the Agent may reasonably request 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) and (c) of this Section 4.02 4.1 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, 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 to the Solvency of Agent evidencing that the Loan Parties on a consolidated basis as liable in respect of the SHC Credit Agreement immediately prior to the Separation have been or concurrently with the Closing Date after giving effect to are being released as guarantors under the transactions contemplated herebySHC Credit Agreement and the other “Loan Documents” (as defined in the SHC Credit Agreement), and all Liens securing obligations of such Loan Parties under the SHC Credit Agreement have been or concurrently with the Closing Date are being released; (ix) the Security DocumentsDocuments (other than Mortgages and Control Agreements (as such term is defined in the Guaranty and Security Agreement) to be delivered post-closing) and all other Loan Documents (to the extent to be executed on the Closing Date), each duly executed by the applicable Loan Parties; (x) all other Loan Documentsthe ABL Intercreditor Agreement, each duly fully executed by the applicable ABL Agent, the Agent, and acknowledged by the 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 Liens permitted by Section 7.1 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) the Agent shall have received an upfront fee in Dollars on the Closing Date in an amount equal to 0.50% of the principal amount of the Initial Term B Loans for the account of each Initial Term B Lender. (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, (B) control agreements to the reasonable satisfaction of extent required under the Collateral Security Documents; and (xiv) such other assurances, certificates, documents, consents or opinions as the Agent and the Arrangersreasonably may require. (b) Not less than $100,000,000 in Aggregate Commitments The Agent shall have received evidence reasonably satisfactory to it that the Separation shall be consummated on the Closing Date. (c) Substantially concurrently with the effectiveness of this Agreement, the ABL Facility shall become effective. (d) 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. (e) The Borrower 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 Borrower and the Agent). (f) 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 Act. (g) [Reserved]. (h) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, shall be true and correct in all material respects on and as of the Closing Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects. (i) No Default or Event of Default shall exist, or would result from Lenders the application of the proceeds thereof. (j) The Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. 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 than matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Lead Lenders executing this AgreementAgent 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 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 Subsidiary Guaranty and the Company Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Lead BorrowerCompany (it being understood and agreed that the Subsidiary Guaranty shall be executed and delivered by each Domestic Subsidiary that is not otherwise an Excluded Subsidiary as of the Closing Date); (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 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 (subject to Section 5.01(a)) and, solely in the case of each Borrower, 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(A) DLA Piper LLP (US), special New York counsel to the Loan Parties, and Cravath, Swaine & (B) ▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇▇▇, counsel to General Counsel of the Loan PartiesCompany, in each case, addressed to the Administrative Agent and each Lender and Lender, as to such those 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 Date;so required; 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 Company certifying (A) that the Loan Documents conditions specified in Sections 4.02(a) and (b) have been obtained satisfied and are in effect; (viiiB) a certificate from that there has been no event or circumstance since the chief financial officer date of the Lead BorrowerAudited Financial Statements that has had or could be reasonably expected to have, satisfactory either individually or in form and substance to the Administrative Agentaggregate, 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 ArrangersMaterial Adverse Effect. (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 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 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.