Common use of Conditions of Initial Term Loans Clause in Contracts

Conditions of Initial Term Loans. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by originals) unless otherwise specified, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date): (i) counterparts of this Agreement each properly executed by a Responsible Officer of the signing Loan Party, Agent and the Lenders in such number as the Agent may request; (ii) the ABL Intercreditor Agreement properly executed by the Revolver Agent, the Agent and acknowledged by the Loan Parties; (iii) the Sears Tri-Party Agreement properly executed by the Agent, the Revolver Agent, the Loan Parties and SHC and certain Subsidiaries of SHC; (iv) a Note executed by the Borrowers in favor of each Lender requesting a Note; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the 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 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 become a party and each in form and substance reasonably satisfactory to the Agent; (vi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the 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 so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of each of (A) Shearman & Sterling LLP, (B) Xxxxxxxx, Xxxxxx & Finger, P.A. and (C) general counsel to the Loan Parties, addressed to the Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request, in form and substance reasonably satisfactory to the Agent; (viii) a certificate of a Responsible Officer of the Lead Borrower (A) certifying (w) that the conditions specified in Sections 4.01 and 4.02 have been satisfied, (x) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (y) to the Solvency of the Loan Parties as of the Effective Date after giving effect to the transactions contemplated hereby, and (z) to the knowledge of such Responsible Officer, that all consents, licenses or approvals required in connection with the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are party, if any, have been obtained and are in full force and effect and (B) certifying and attaching, as true, complete and correct, copies of each of (x) the material Revolver Loan Documents and (y) the Separation Agreements (together with any material amendments thereto); (ix) Reserved; (x) 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 Agent required under the Loan Documents have been obtained and are in effect; (xi) the Security Documents and copies of certificates delivered to the Revolver Agent evidencing any stock required pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (xii) all other Loan Documents (to the extent to be executed on the Effective Date), each duly executed by the applicable Loan Parties; (A) an appraisal (based on net liquidation value) by a third party appraiser acceptable to the Agent of all Inventory of the Loan Parties, the results of which are reasonably 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; (xiv) 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; (xv) 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; (xvi) (A) all documents and instruments, including Uniform Commercial Code financing statements reasonably requested by the Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Loan Documents shall have been so filed, registered or recorded to the 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; (xvii) [reserved]; and (xviii) the Agent shall have received such other assurances, certificates, documents, consents or opinions as the Agent reasonably may require. (b) After giving effect to transactions contemplated hereby and Term Loans to be made on the Effective Date hereunder, Availability shall be not less than $50,000,000. (c) The Agent shall have received a Borrowing Base Certificate dated the Effective Date, relating to the month ended on February 3, 2018, 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) 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) There shall not have occurred any default of any Material Contract of any Loan Party. (g) The consummation of the transactions contemplated hereby shall not violate any Law or any Organization Document of any Loan Party. (h) All fees required to be paid to the Agent or the Arranger 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. (i) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Agent to the extent invoiced at least one Business Day prior to or on 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 Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent). (j) To the extent requested in writing at least three (3) Business Days prior to the Effective Date, 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. 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 such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions of Initial Term Loans. The effectiveness obligation of this Agreement each Lender to make its Initial Term Loan on the Effective Date is subject to satisfaction (to the extent not waived by such Lender) of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif “ tif” via e-maile‑mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or the Lenders, as applicable, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date):) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement each properly executed by a Responsible Officer of the signing Loan Party, Agent and the Lenders in such number as the Agent may requestAgreement; (ii) the ABL Intercreditor Agreement properly executed by the Revolver Agent, the Agent and acknowledged by the Loan Parties; (iii) the Sears Tri-Party Agreement properly executed by the Agent, the Revolver Agent, the Loan Parties and SHC and certain Subsidiaries of SHC; (iv) a Term Note executed by the Borrowers in favor of each Lender requesting a NoteTerm Note to the extent requested five (5) Business Days prior to the Effective Date; (viii) 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 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 become a party and each in form and substance reasonably satisfactory to the Agentparty; (viiv) 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 (A) its jurisdiction of organization and (B) 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 so qualify in such jurisdiction could in this clause (B) would not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of each of (A) Shearman & Sterling LLP, (B) Xxxxxxxx, Xxxxxx & Finger, P.A. and (C) general counsel to the Loan Parties, addressed to the Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request, in form and substance reasonably satisfactory to the Agent; (viiiv) a certificate of signed by a Responsible Officer of the Lead Borrower (A) certifying (w) that as to the conditions specified set forth in Sections 4.01 and 4.02 have been satisfied, clauses (xd) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (y) to the Solvency of the Loan Parties as of the Effective Date after giving effect to the transactions contemplated hereby, and (zf) to the knowledge of such Responsible Officer, that all consents, licenses or approvals required in connection with the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are party, if any, have been obtained and are in full force and effect and (B) certifying and attaching, as true, complete and correct, copies of each of (x) the material Revolver Loan Documents and (y) the Separation Agreements (together with any material amendments thereto)this Section 4.01; (ixvi) Reserveda solvency certificate signed by the Chief Financial Officer of the Lead Borrower substantially in the form attached hereto as Exhibit F; (x) 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 Agent required under the Loan Documents have been obtained and are in effect; (xivii) the Security Documents Agreement and copies of certificates delivered to the Revolver Agent evidencing any stock required being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (xiiviii) all other Loan Documents (to the extent to be executed set forth on the Effective Date), each duly executed by the applicable Loan PartiesSchedule 4.01; (Aix) an appraisal (based on net liquidation value) by a third party appraiser acceptable evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent of all Inventory of has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Loan Parties, the results of which are reasonably satisfactory Collateral Agent shall have requested 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 Agentso named; (xivx) the Audited Financial Statements and the Unaudited Financial Statements and Closing Date Projections; (xi) results of searches or other evidence reasonably satisfactory to the Agent Agents (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 7.01 Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and releases or subordination agreements reasonably satisfactory to the Agent Agents are being tendered concurrently with such extension of credit the Effective Date or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (xvxii) 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; (xvi) (A) all documents and instruments, including Uniform Commercial Code financing statements and all other documents and instruments required by Law or reasonably requested by the Agent Agents to be delivered, filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents shall have been (or have been authorized by the Loan Parties to be) so delivered, filed, registered or recorded to the satisfaction of the Administrative Agent; (xiii) a customary legal opinion (A) from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties and (B) the Credit Card Notifications and Blocked Account Agreements Xxxxx Hill PLC, Pennsylvania counsel to the extent required pursuant Loan Parties, in each case addressed to Section 6.12 hereof shall have been obtained, the Administrative Agent and each Lender; (Cxiv) control agreements an Intercreditor Agreement with the ABL Collateral Agent; and (xv) a properly executed consent letter with respect to the Loan Parties’ securities and investment accounts have been obtained to the extent required under the Security Documents; (xvii) [reserved]; and (xviii) the Agent shall have received such other assurances, certificates, documents, consents or opinions as the Agent reasonably may require. (b) After giving effect to transactions contemplated hereby and Term Loans to be made on the Effective Date hereunder, Availability shall be not less than $50,000,000. (c) The Agent shall have received a Borrowing Base Certificate ABL Credit Agreement dated the Effective Date, relating executed by the ABL Administrative Agent and the Arrangers and Lenders thereunder (each, as defined in the ABL Credit Agreement) and in form and substance reasonably satisfactory to the month ended on February 3, 2018, and executed by a Responsible Officer of the Lead BorrowerAdministrative Agent. (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) 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) There shall not have occurred any default of any Material Contract of any Loan Party. (g) The consummation of the transactions contemplated hereby shall not violate any Law or any Organization Document of any Loan Party. (hb) All fees required to be paid to the Agent or the Arranger on or before the Effective Date shall have been paid in full, pursuant to this Agreement and all fees the Fee Letters and reasonable and documented out-of-pocket expenses required to be paid to the Lenders on or before the Effective Date shall have been paid pursuant to this Agreement, in full. (i) The Borrowers shall have paid the case of all fees, charges and disbursements of counsel to the Agent such expenses to the extent invoiced at least one Business Day two business days prior to or on the Effective Date, plus such additional shall have been paid (which amounts may be offset against the proceeds 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 Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the AgentTerm Loans). (jc) To the extent requested in writing The Administrative Agent shall have received at least three (3) Business Days prior to the Effective Date, 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. 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 been reasonably requested by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender Arranger at least ten (10) days prior to the proposed Effective Date specifying its objection theretoincluding, in particular, a duly completed IRS Form W-9 or other applicable tax form from the Borrowers.

Conditions of Initial Term Loans. The effectiveness obligation of this Agreement each Lender to make its initial Borrowing hereunder is subject to satisfaction of the following conditions precedentprecedent except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies originals or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) facsimiles (followed promptly by originals) unless otherwise specified, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date): (i) counterparts of this Agreement each properly executed by a Responsible Officer of the signing Loan Party, Agent : (i) executed counterparts of this Agreement and the Lenders in such number as the Agent may requestCollateral Documents listed on Schedule 4.01; (ii) the ABL Intercreditor Agreement properly a Note executed by the Revolver Agent, Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Agent and acknowledged by the Loan PartiesClosing Date; (iii) the Sears Tri-Party Agreement properly executed by the Agent, the Revolver Agent, the Loan Parties The Collateral and SHC and certain Subsidiaries of SHCGuarantee Requirement (other than in accordance with Section 6.13) shall have been satisfied; (iv) a Note executed by certificate substantially in the Borrowers in favor form of each Lender requesting a Note; (v) such certificates Exhibit J of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the 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 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 become be a party on the Closing Date; (v) an opinion (x) from Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties and (y) Xxxxxxx Xxxx, LLP, Maine counsel to the Loan Parties, each in a form and substance reasonably satisfactory to the Administrative Agent; (vi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the 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 so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of each of (A) Shearman & Sterling LLP, (B) Xxxxxxxx, Xxxxxx & Finger, P.A. and (C) general counsel to the Loan Parties, addressed to the Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request, in form and substance reasonably satisfactory to the Agent; (viii) a certificate of a Responsible Officer of the Lead Borrower (A) certifying (w) that the conditions specified in Sections 4.01 and 4.02 have been satisfied, (x) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (y) attesting to the Solvency of the Loan Parties as of Borrower and its Subsidiaries (on a consolidated basis) on the Effective Closing Date after giving effect to the transactions contemplated herebyTransaction, and (z) to from the knowledge of such Responsible OfficerBorrower’s chief financial officer, that all consents, licenses chief accounting officer or approvals required in connection other officer with the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are party, if any, have been obtained and are in full force and effect and (B) certifying and attaching, as true, complete and correct, copies of each of (x) the material Revolver Loan Documents and (y) the Separation Agreements (together with any material amendments thereto)equivalent duties; (ix) Reserved; (xvii) 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 Agent required under the Loan Documents have has been obtained and are is in effecteffect and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named (provided that if such endorsement as loss payee or additional insured (and/or evidence thereof) cannot be delivered by the Closing Date, notwithstanding the use by the Borrower of commercially reasonable efforts (or without undue burden or expense) to do so, then such evidence shall not constitute a condition precedent to the availability of the Term Loans on the Closing Date, but instead shall be required to be delivered within 90 days after the Closing Date); (xiviii) the Security Documents and copies of certificates delivered a Committed Loan Notice, relating to the Revolver Agent evidencing any stock required pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (xii) all other Loan Documents (to the extent to be executed on the Effective Date), each duly executed by the applicable Loan Parties; (A) an appraisal (based on net liquidation value) by a third party appraiser acceptable to the Agent of all Inventory of the Loan Parties, the results of which are reasonably 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; (xiv) 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; (xv) 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; (xvi) (A) all documents and instruments, including Uniform Commercial Code financing statements reasonably requested by the Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Loan Documents shall have been so filed, registered or recorded to the 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; (xvii) [reserved]initial Borrowing; and (xviiiix) if available in the Agent shall have received such other assurancesrelevant jurisdiction, good standing certificates, documentscertificates of status or extracts from an applicable commercial registry, consents as applicable and bring down telegrams or opinions as the Agent reasonably may requirefacsimiles, for each Loan Party. (b) After giving effect to transactions contemplated hereby and Term Loans to be made on the Effective Date hereunder, Availability shall be not less than $50,000,000. (c) The Agent shall have received a Borrowing Base Certificate dated the Effective Date, relating to the month ended on February 3, 2018, 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) 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) There shall not have occurred any default of any Material Contract of any Loan Party. (g) The consummation of the transactions contemplated hereby shall not violate any Law or any Organization Document of any Loan Party. (h) All fees and expenses required to be paid hereunder or pursuant to the Agent or Engagement Letter and as otherwise agreed to in writing by the Arranger on or before Borrower and the Effective Date shall have been paid in fullLead Arrangers, and all fees required to be paid to the Lenders on or before the Effective Date shall have been paid in full. (i) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Agent to the extent invoiced at least one Business Day prior to or on 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 Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent). (j) To the extent requested in writing at least three (3) Business Days prior to the Effective Closing Date shall have been paid in full in cash or will be paid on the Closing Date out of the initial Borrowing. (c) Prior to or substantially simultaneously with the initial Borrowing, the Refinancing shall have been consummated. (d) At the time of and immediately after giving effect to the Initial Term Loans, no Event of Default or Default shall have occurred and be continuing. (e) On the Closing Date, all representations and warranties made by any Loan Party contained herein or in the other Loan Documents shall be true and correct in all material respects; provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects. (f) The Lead Arrangers shall have received (x) the Audited Financial Statements and (y) the unaudited consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal quarter ended December 1, 2018 (in the case of this clause (y), subject to (i) normal year-end adjustments and (ii) the absence of disclosures normally made in footnotes) (the financial statements referred to the in clause (f), the “Historical Financial Statements”). (g) The Administrative Agent and the Lenders Lead Arrangers shall have received at least three Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT ActAct and the Beneficial Ownership Regulation. Without limiting the generality of the provisions of Section 9.04, for For purposes of determining compliance with whether the conditions specified in this Section 4.01Closing Date has occurred, each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from or such Lender prior to Lender, as the proposed Effective Date specifying its objection theretocase may be.

Conditions of Initial Term Loans. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by originals) unless otherwise specified, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date): (i) counterparts of this Agreement each properly executed by a Responsible Officer of the signing Loan Party, Agent and the Lenders in such number as the Agent may request; (ii) the ABL Intercreditor Agreement properly executed by the Revolver Agent, the Agent and acknowledged by the Loan Parties; (iii) the Sears Tri-Party Agreement properly executed by the Agent, the Revolver Agent, the Loan Parties and SHC and certain Subsidiaries of SHC; (iv) a Note executed by the Borrowers in favor of each Lender requesting a Note; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the 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 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 become a party and each in form and substance reasonably satisfactory to the Agent; (vi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the 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 so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of each of (A) Shearman Xxxxxxxx & Sterling Xxxxxxxx LLP, (B) Xxxxxxxx, Xxxxxx & FingerXxxxxx, P.A. and (C) general counsel to the Loan Parties, addressed to the Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request, in form and substance reasonably satisfactory to the Agent; (viii) a certificate of a Responsible Officer of the Lead Borrower (A) certifying (w) that the conditions specified in Sections 4.01 and 4.02 have been satisfied, (x) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (y) to the Solvency of the Loan Parties as of the Effective Date after giving effect to the transactions contemplated hereby, and (z) to the knowledge of such Responsible Officer, that all consents, licenses or approvals required in connection with the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are party, if any, have been obtained and are in full force and effect and (B) certifying and attaching, as true, complete and correct, copies of each of (x) the material Revolver Loan Documents and (y) the Separation Agreements (together with any material amendments thereto); (ix) Reserved; (x) 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 Agent required under the Loan Documents have been obtained and are in effect; (xi) the Security Documents and copies of certificates delivered to the Revolver Agent evidencing any stock required pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (xii) all other Loan Documents (to the extent to be executed on the Effective Date), each duly executed by the applicable Loan Parties; (A) an appraisal (based on net liquidation value) by a third party appraiser acceptable to the Agent of all Inventory of the Loan Parties, the results of which are reasonably satisfactory to the Agent, and 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; (xiv) 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; (xv) 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; (xvi) (A) all documents and instruments, including Uniform Commercial Code financing statements reasonably requested by the Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Loan Documents shall have been so filed, registered or recorded to the 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; (xvii) [reserved]; and (xviii) the Agent shall have received such other assurances, certificates, documents, consents or opinions as the Agent reasonably may require. (b) After giving effect to transactions contemplated hereby and Term Loans to be made on the Effective Date hereunder, Availability shall be not less than $50,000,000. (c) The Agent shall have received a Borrowing Base Certificate dated the Effective Date, relating to the month ended on February 3, 2018, 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) 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) There shall not have occurred any default of any Material Contract of any Loan Party. (g) The consummation of the transactions contemplated hereby shall not violate any Law or any Organization Document of any Loan Party. (h) All fees required to be paid to the Agent or the Arranger 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. (i) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Agent to the extent invoiced at least one Business Day prior to or on 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 Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent). (j) To the extent requested in writing at least three (3) Business Days prior to the Effective Date, 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. 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 such Lender prior to the proposed Effective Date specifying its objection thereto.