Common use of Closing Date Conditions Precedent Clause in Contracts

Closing Date Conditions Precedent. The obligation of Lender to make Loans on or after the Closing Date is subject to the conditions precedent that Lender shall have received, in form and substance satisfactory to Lender, the following: (a) this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements to which each Loan Party is a party, duly executed by such Loan Party; (b) the Services Agreement, duly executed by Borrower; (c) payment of all Lender Expenses incurred in connection with this Agreement; (d) a copy of the resolutions of the board of directors of each Loan Party authorizing the execution, delivery and performance of this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements to which such Loan Party is a party, certified by the Secretary or an Assistant Secretary of such Loan Party (which certificate shall state that such resolutions are in full force and effect); (e) a certificate of good standing of Borrower issued by the Secretary of State of the State of Nevada dated no later than five (5) business days prior to the Closing date; (f) a certificate of a duly authorized officer of Borrower, dated as of the Closing Date, certifying that (i) the conditions set forth in this Article 3 have been satisfied; (ii) each of the representations and warranties of Borrower set forth in this Agreement and the other Loan Documents is true and correct as of the Closing Date (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (iii) no Default or Event of Default shall have occurred and be continuing on the Closing Date; and (d) since August 31, 2013, nothing shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect; (g) evidence that appropriate UCC-1 financing statements and other evidences of Lender’s security interests have been duly filed in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect Lender’s security interests in and to its collateral, including without limitation Intellectual Property Security Agreements executed by each Loan Party in the form of Exhibit D attached hereto; and (h) such other documents or certificates, and completion of such other matters, as Lender may reasonably deem necessary or appropriate.

Closing Date Conditions Precedent. The obligation of Lender to make Loans on or after the Closing Date initial Borrowing is subject to the conditions condition precedent that Lender the Agent shall have received, on or before the Closing Date (unless otherwise indicated) and, if requested by the Agent, on any subsequent date on or prior to the initial Borrowing, in form and substance satisfactory to Lender, the followingAgent and the Lenders: (a) this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements to which each Loan Party is a party, duly executed by such Loan Party; (b) the Services Agreement, duly executed by Borrower; (c) payment of all Lender Expenses incurred in connection with this Agreement; (d) a A copy of the resolutions of the board Board of directors Directors of each Loan Party authorizing the execution, delivery and performance of Borrower approving this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements Transaction Documents to which such Loan Party the Borrower is a partyparty to be delivered by it hereunder and the transactions contemplated hereby, certified by the Secretary its secretary or an Assistant Secretary of such Loan Party (which certificate shall state that such resolutions are in full force and effect)assistant secretary; (eb) A good standing certificate for the Borrower issued by the State of Delaware and a certificate of good standing qualification to do business in the States of Borrower Colorado, Florida, Georgia, Illinois, Indiana, Massachusetts, Maryland, Michigan, Minnesota, North Carolina, New Jersey, New York, Tennessee, Texas, Virginia, Washington and Wisconsin issued by the Secretary of State of each such State, each as of a recent date acceptable to the Agent and the Lenders; (c) A certificate of the secretary or assistant secretary of the Borrower certifying the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents to be delivered by it (on which certificate the Agent and Lenders may conclusively rely until such time as the Agent and Lenders shall receive from the Borrower a revised certificate meeting the requirements of this clause (c)): (d) The Certificate of Incorporation of the Borrower, together with such amendments thereto providing for a limited corporate purpose, an independent director and other provisions relating to bankruptcy remoteness as are satisfactory to the Agent and Lenders, duly certified by the Secretary of State of Nevada dated no later than five (5) business days prior Delaware and by the secretary or assistant secretary of the Borrower, as of a recent date acceptable to the Closing dateAgent and the Lenders, together with a copy of the bylaws of the Borrower, duly certified by the secretary or assistant secretary of the Borrower; (e) A copy of the resolutions of the Board of Directors of the Parent approving each Transaction Document to which the Parent is a party and the transactions contemplated thereby, certified by its secretary or assistant secretary; (f) A good standing certificate for the Parent issued by the State of Delaware and a certificate of a duly authorized officer qualification to do business in the States of BorrowerCalifornia and New York issued by the Secretary of State of each such State, dated each as of a recent date acceptable to the Closing Date, certifying that (i) the conditions set forth in this Article 3 have been satisfied; (ii) each of the representations and warranties of Borrower set forth in this Agreement Agent and the other Loan Documents is true and correct as of the Closing Date (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (iii) no Default or Event of Default shall have occurred and be continuing on the Closing Date; and (d) since August 31, 2013, nothing shall have occurred which has had, or could reasonably be expected to have, a Material Adverse EffectLenders; (g) evidence that appropriate A certificate of the secretary or assistant secretary of the Parent certifying the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents to be delivered by it (on which certificate the Agent and Lenders may conclusively rely until such time as the Agent and Lenders shall receive from the Parent a revised certificate meeting the requirements of this clause (g)); (h) The Certificate of Incorporation of the Parent, duly certified by the Secretary of State of Delaware and by the secretary or assistant secretary of the Parent, as of a recent date acceptable to the Agent and the Lenders, together with a copy of the bylaws of the Parent, duly certified by the secretary or assistant secretary of the Parent; (i) A copy of the resolutions of the Board of Directors of Holdco approving the Transaction Documents to which Holdco is a party and the transactions contemplated thereby, certified by its secretary or assistant secretary; (j) A good standing certificate for Holdco issued by the State of Delaware and a certificate of qualification to do business in the States of California and New York issued by the Secretary of State of each such State, each as of a recent date acceptable to the Agent and the Lenders; (k) A certificate of the secretary or assistant secretary of Holdco certifying the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents to be delivered by it (on which certificate the Agent and Lenders may conclusively rely until such time as the Agent and Lenders shall receive from Holdco a revised certificate meeting the requirements of this clause (k)): (l) The Certificate of Formation of Holdco, duly certified by the Secretary of State of Delaware and by the secretary or assistant secretary of the Holdco, as of a recent date acceptable to the Agent and the Lenders, together with a copy of the limited liability company agreement of Holdco, duly certified by the secretary or assistant secretary of Holdco; (m) Financing statements on Form UCC-1 financing statements (i) (A) naming the Borrower as the debtor and the Agent, for the benefit of the Secured Parties, as the secured party, (B) naming Holdco as the debtor and the Agent, for the benefit of the Secured Parties, as the secured party, and (C) other evidences of Lender’s security interests have been duly filed similar instruments or documents, in such office or proper form for filing in the offices as may be in which filings are necessary or, in the opinion of the Agent or any Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect Lender’s the Agent's security interests interest in the Collateral and the "Pledged Property" (as defined in the Pledge Agreement), for the benefit of the Secured Parties and (ii) if applicable, on or after the Closing Date continuation statements with respect to its collateralthe financing statements described in clause (i); (n) A search report as of a recent date acceptable to the Agent and the Lenders provided in writing to the Agent by the Borrower, in a form acceptable to the Agent and the Lenders, listing all effective financing statements that name the Borrower or Holdco as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (n) above and in such other jurisdictions that Agent or any Lender shall reasonably request, together with copies of such financing statements (none of which shall cover any Collateral or "Pledged Property" (as defined in the Pledge Agreement) or if so covered, the Agent shall have received duly executed termination statements with respect thereto); (i) Favorable opinions of counsel to the Borrower in form and substance reasonably satisfactory to the Agent and the Lenders, including (without limitation Intellectual Property Security Agreements limitation) general corporate matters, security interest opinions, non-contravention opinions, non-consolidation of the Borrower and Holdco with the Parent and (ii) a favorable opinion of counsel to the Parent in form and substance reasonably satisfactory to the Agent and the Lenders with respect to securities law matters relating to the Parent's preferred stock offering; (p) Affidavits of officers of the Parent attesting to (i) the separateness of the Parent from Holdco and the Borrower and certain facts related thereto and (ii) their understanding that the Borrower has received more favorable terms and conditions under this Agreement because of such separateness; (i) All fees and expenses then due hereunder and presented to the Borrower shall have been paid in full including, without limitation, legal fees and expenses of Sidley Austin Brown & Wood LLP, counsel xx xxx Xxxxx, axx xegal fees and expenses of Baker & McKenzie, McGuireWoods LLX xxx Huxxxx Xxxk, LLP, counsel to the Xxxxxxex, xnd (ii) all fees, expenses or other payments to consultants or other professional advisors to the Borrower shall have been paid in full unless specific written arrangements for the payment of such fees, expenses or other payments at a later date shall have been made; (r) The Notes, duly executed by each Loan Party in the Borrower; (s) A copy of the Custodial Agreement, duly executed by the Borrower and the Custodian and certified by the Borrower as being a true and correct copy thereof and a Servicing Agreement between the Borrower and PHEAA, as Servicer, duly executed by the Borrower, PHEAA and legal counsel to PHEAA to evidence such counsel's approval as to the form and legality of such agreement (and which agreement's effectiveness is subject only to receipt of the signature of the Deputy Attorney General of the State of Pennsylvania thereon, approving such agreement as to form and legality); (t) A copy of this Agreement and, to the extent not otherwise specifically referenced in this Section 5.01 or in Section 5.02, each of the other Transaction Documents and each other document, certificate, instrument and agreement listed on the closing list attached as Exhibit D attached heretoA hereto (to the extent not previously received by the Agent), duly executed by, as applicable, the Borrower, each Lender, the Agent and each other party thereto; (u) Such other documents, opinions and certificates as the Lenders or the Agent may reasonably request; (v) Evidence that the Accounts have been established; (w) An agreement by each Servicer (which may be contained in an amendment to the applicable Servicing Agreement) pursuant to which the applicable Servicer has agreed (A) to provide to the Agent (I) promptly upon the request of the Agent, each financial statement required to be provided by it under the applicable Servicing Agreement, (II) promptly upon the request of the Agent, its annual SAS 70 report and (III) at the same time it delivers a copy of the same to the Borrower, each notice that refers to any default by the Borrower of its obligations under the applicable Servicing Agreement or any other event that would allow such Servicer to terminate the applicable Servicing Agreement and (B) that it will allow the Agent a period of at least thirty days to cure any such default or otherwise take any action that will prevent termination of such Servicing Agreement; (x) Satisfactory evidence that there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the Borrower, overtly threatened in writing against or affecting the Borrower (x) asserting the invalidity of this Agreement or any other Transaction Document, (y) seeking to prevent the consummation of any of the transactions contemplated by this Agreement and the other Transaction Documents, or (z) wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on the Borrower or which affects, or purports to affect, the validity or enforceability against the Borrower of any Transaction Document; and (hy) such other documents Satisfactory evidence that no statute, rule, regulation or certificatesorder shall have been enacted, and completion entered or deemed applicable by any government or governmental or administrative agency or court that would make the transactions contemplated by any of such other matters, as Lender may reasonably deem necessary the Transaction Documents illegal or appropriateotherwise prevent the consummation thereof.

Closing Date Conditions Precedent. The obligation occurrence of Lender to make Loans on or after the Closing Date is and, if applicable, the funding of any initial DIP Loans on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that Lender precedent: (i) There shall have receivedbeen delivered to the DIP Agent a counterpart of this Agreement executed by each of the Loan Parties. (ii) The Bankruptcy Court shall have entered the DIP Order in form and substance satisfactory to the DIP Lender authorizing and approving, among other things, the DIP Facility and the granting of the DIP Liens with the priority contemplated therein. (iii) The DIP Order shall be in full force and effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified in each case without the prior written consent of the DIP Lender. (iv) The DIP Agent shall have received an initial DIP Budget, in form and substance satisfactory to the DIP Lender, the following:including as to all assumptions. (av) this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements to which each Loan Party is a party, duly executed by such Loan Party; (b) the Services Agreement, duly executed by Borrower; (c) payment of all Lender Expenses incurred in connection with this Agreement; (d) a copy of the resolutions of the board of directors of each Loan Party authorizing the execution, delivery and performance of this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements to which such Loan Party is a party, certified by the Secretary or an Assistant Secretary of such Loan Party (which certificate shall state that such resolutions are in full force and effect); (e) a certificate of good standing of Borrower issued by the Secretary of State of the State of Nevada dated no later than five (5) business days prior to the Closing date; (f) a certificate of a duly authorized officer of Borrower, dated as of the Closing Date, certifying that (i) the conditions set forth in this Article 3 have been satisfied; (ii) each of the representations and warranties of Borrower set forth in this Agreement and the other Loan Documents is true and correct as of the Closing Date (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (iii) no No Default or Event of Default shall have occurred and be continuing exist at the time of, or after giving effect to, the making of any DIP Loans on the Closing Date; . (vi) The representations and warranties of the DIP Borrower and each other Loan Party set forth in each DIP Loan Document shall be true and correct in all material respects (dor, to the extent qualified by materiality, in all respects) since August 31immediately prior to, 2013and after giving effect to, nothing the making of any DIP Loans on the Closing Date. (vii) The DIP Agent shall have occurred which has hadreceived all such agreements, or could reasonably be expected to haveinstruments, a Material Adverse Effect; (g) evidence that appropriate UCC-1 financing statements approvals, and other evidences of Lender’s security interests have been duly filed documents, each satisfactory to the DIP Lender in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect Lender’s security interests in form and to its collateral, including without limitation Intellectual Property Security Agreements executed by each Loan Party in the form of Exhibit D attached hereto; and (h) such other documents or certificates, and completion of such other matterssubstance, as the DIP Lender may reasonably deem necessary request. (viii) The making of any DIP Loans on the Closing Date shall not violate any Requirement of Law and shall not be enjoined, temporarily, preliminarily or appropriatepermanently. (ix) In respect of any DIP Loan to be funded on the Closing Date, the DIP Borrower shall have delivered a duly completed and irrevocable Notice of Borrowing pursuant to Section 2(b). (x) The Bankruptcy Court shall have entered the Settlement Order and the Settlement Order shall remain in full force and effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified, in each case without the prior written consent of the DIP Lender. (xi) The Bankruptcy Court shall have entered the Disclosure Statement Order and the Disclosure Statement Order shall remain in full force and effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified, in each case without the prior written consent of the DIP Lender. (xii) The Bankruptcy Court shall have entered an order setting a hearing with respect to confirmation of the Plan by June 21, 2019. (xiii) The Bankruptcy Court shall have entered the Dismissal Order and such the Dismissal Order shall remain in full force and effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified, in each case without the prior written consent of the DIP Lender. (xiv) The Loan Parties shall be in compliance with the terms of the Settlement Agreement and the DIP Order, the Disclosure Statement Order, the Settlement Order and any other orders issued in the Chapter 11 Cases.

Closing Date Conditions Precedent. The obligation of each Lender to make its Loans on or after the Closing Date hereunder is subject to the receipt by the Administrative Agent and the Lenders (and their agents and professional advisors) of all fees payable under this Agreement and the following documents and satisfaction of the other conditions precedent that Lender provided in this Article III, each of which shall have received, be satisfactory to the Lenders in form and substance: (a) Certificates of the Secretary or Assistant Secretary of each Loan Party setting forth (i) resolutions of its board of directors in form and substance satisfactory to Lenderthe Lenders with respect to the authorization of the Notes, this Agreement and the following: other Loan Documents provided herein to which it is a party, (aii) the officers or other authorized Persons of such Loan Party (y) who are authorized to sign this Agreement, the NoteNotes, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements Documents to which each Loan Party it is a partyparty and (z) who will, until replaced by another officer or officers or Person duly executed by authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the officers or other Persons so authorized, and (iv) the articles or certificate of incorporation and the bylaws of such Loan Party;, certified as being true and complete. The Lenders may conclusively rely on such certificate until the Lenders receives notice in writing from the Borrower to the contrary. (b) Certificates of the Services Agreement, duly executed by Borrower;appropriate Governmental Authority with respect to the valid existence and good standing of each Loan Party. (c) payment of all Lender Expenses incurred in connection with this Agreement;The Notes, duly completed and executed. (d) a copy The Loan Documents, duly completed and executed in sufficient number of counterparts for recording purposes, as applicable. (e) Evidence satisfactory to the Administrative Agent that (A) the Borrower is terminating the commitments under, and repaying in full, the Existing Credit Agreement contemporaneously with the making of the resolutions Loans under this Agreement, (B) all Liens associated with the Existing Credit Agreement have been released or terminated or are being released or terminated contemporaneously with the making of such payments, and (C) satisfactory arrangements have been made for the recording and filing of such releases or terminations. (f) One or more opinions of counsel to Loan Parties in form and substance satisfactory to the Lenders. (g) Appropriate UCC search certificates reflecting no prior Liens or security interests other than those listed on Schedule 3.01(g). (h) The Lenders shall have completed their business, legal and collateral due diligence with respect to each Loan Party and the results thereof, shall be acceptable to the Lenders, in their sole and absolute discretion. Without limiting the foregoing, the Administrative Agent (i) shall be satisfied with the results of its review of all material contracts of the board of directors Loan Parties, (ii) shall be satisfied that the Loan Parties have all required governmental and third party approvals, consents, licenses and permits necessary to conduct their respective businesses, and (iii) shall have received satisfactory reference checks for key management of each Loan Party authorizing Party. (i) Evidence satisfactory to the Lenders that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (i) the Loans, and (ii) the execution, delivery and performance of this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements to which such Loan Party is a party, certified by the Secretary or an Assistant Secretary of such Loan Party (which certificate shall state that such resolutions are in full force and effect); (e) a certificate of good standing of Borrower issued by the Secretary of State of the State of Nevada dated no later than five (5) business days prior to the Closing date; (f) a certificate of a duly authorized officer of Borrower, dated as of the Closing Date, certifying that (i) the conditions set forth in this Article 3 have been satisfied; (ii) each of the representations and warranties of Borrower set forth in this Agreement and the other Loan Documents is true and correct as have been satisfactorily obtained. (j) A certificate of insurance coverage of the Closing Date Borrower evidencing that the Borrower is carrying insurance against such risks and in such amounts (except including deductibles) as is reasonably satisfactory to the extent stated to relate to a specific earlier dateLenders and naming the Administrative Agent as agent for the Lenders as loss payee and additional insured. (k) Administrative Agent and the Lenders, in which case such representations and warranties shall be true and correct as of such earlier date); (iii) no Default or Event of Default applicable, shall have occurred received the payment of all fees and expenses agreed upon by such parties and the Borrower to be continuing payable on or prior to the Closing Date; and (d) since August 31, 2013, nothing shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect;. (gl) evidence that appropriate UCC-1 financing statements and other evidences Deliver a copy of Lender’s security interests have been duly filed in such office or offices as may be necessary or, in the opinion of Lender, desirable Direction Letter to perfect Lender’s security interests in and to its collateral, including without limitation Intellectual Property Security Agreements executed by each Loan Party in the form of Exhibit D attached hereto; andAdministrative Agent. (hm) such Such other documents as the Lenders or certificates, and completion of such other matters, as Lender special counsel to the Lenders may reasonably deem necessary or appropriaterequest.

Closing Date Conditions Precedent. The obligation effectiveness of this Agreement and the agreement of each Lender to make the Initial Loans requested to be made by it are subject to the condition precedent that the Lenders shall have received or waived receipt of the following on or after prior to the Closing Date is subject to the conditions precedent that Lender shall have received, in form and substance satisfactory to Lender, the following:(unless otherwise noted): (a) a copy of this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements to which Transaction Documents identified on the closing list attached as Exhibit E hereto, in each Loan Party is a party, case duly executed by each party thereto, |US-DOCS\130674191.18|| and each other item identified on such Loan Partyclosing list (it being understood, however, that no sublicense of IP Assets by SmileDirect or any subsequent sublicensee thereof shall be a condition precedent to the effectiveness of this Agreement); (b) evidence that the Services Agreement, duly executed by BorrowerCollection Account (other than any Foreign Receivables Collection Account) and the Cash Reserve Account have been established; (c) payment financing statements on Form UCC-1 or amendments thereto naming (i) each Originator as seller/debtor and the Seller as buyer/secured party, (ii) the Seller as seller/debtor and the Borrower as buyer/secured party, and (iii) the Borrower as debtor and the Collateral Agent as secured party, in each case, in proper form for filing in the office in which the filings are necessary or, in the reasonable opinion of the Collateral Agent or the Administrative Agent, desirable under the UCC or any comparable law of all Lender Expenses incurred in connection with this appropriate jurisdictions to perfect the security interest of the Collateral Agent granted pursuant to the Security Agreement; (d) a copy Intellectual Property Security Agreements substantially in the form of Exhibits X-0, X-0, and A-3 to the Security Agreement, duly executed by the Borrower. (e) search reports provided in writing by the applicable filing offices, listing all effective financing statements that name any of the resolutions Originators, the Seller or the Borrower as debtor and that are filed in the jurisdiction in which any Originator, the Seller or the Borrower, as applicable, is “located” as defined in Section 9-307 of the board UCC, together with copies of directors such financing statements; (f) to the extent the Borrower has received an invoice therefor at least one (1) Business Day prior to the Closing Date in reasonable detail, evidence that all fees and expenses payable pursuant to the Fee Letter and all reasonable and documented out-of-pocket expenses, due and required to be paid by the Borrower in accordance with the Transaction Documents shall have been paid in full; (g) usual and customary legal opinions in form and substance reasonably satisfactory to Administrative Agent and its counsel (including, but not limited to, those regarding corporate matters, enforceability, true sale, non-consolidation, the Investment Company Act, the Xxxxxxx Rule, security interest perfection and priority (which opinion as to priority may be based solely on lien search results) and a Regulatory Opinion); (h) since December 31, 2021, there shall not have occurred a Material Adverse Change with respect to any Credit Party, as determined by the Administrative Agent in its sole discretion; (i) there shall not exist (i) a general suspension of trading on major stock exchanges or (ii) a disruption in or moratorium on commercial banking activities or securities settlement services, in each Loan Party authorizing case, in the United States; (j) the Administrative Agent shall have received confirmation reasonably satisfactory to the Administrative Agent that the U.S. Food and Drug Administration has formally approved the Merchandise underlying the Collateral; (k) evidence that each of the conditions precedent to the execution, delivery and performance effectiveness of this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements to which such Loan Party is a party, certified by the Secretary Transaction Documents has been or an Assistant Secretary of such Loan Party (which certificate shall state that such resolutions are in full force and effect)contemporaneously hereunder will be satisfied; (ei) a certificate of good standing of Borrower issued by the Secretary of State of the State of Nevada dated no later than five Administrative Agent shall have received, (5x) business at least seven (7) days prior to the Closing date; Date, all documentation and other information regarding the Credit Parties |US-DOCS\130674191.18|| requested in connection with applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Credit Parties at least ten (f10) a certificate of a duly authorized officer of Borrower, dated as of Business Days prior to the Closing Date, certifying and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Credit Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least five (i5) Business Days prior to the conditions Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification; provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this Article 3 have been satisfied; clause (ii) each of shall be deemed to be satisfied; (m) the representations and warranties of Borrower set forth the Credit Parties contained in this Agreement the Transaction Documents are true, correct and the other Loan Documents is true complete in all material respects on and correct as of such day as though made on and as of such day (unless the Closing Date (same explicitly relates solely to an earlier date), except to the extent stated to such representations and warranties expressly relate to a specific an earlier date, date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (iii) no Default or Event of Default shall have occurred provided that any representation and be continuing on the Closing Date; and (d) since August 31warranty that is qualified by “materiality”, 2013, nothing shall have occurred which has had, or could reasonably be expected to have, a “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects; (gn) evidence the Loan Amount shall not exceed the lesser of (i) the Permitted Loan Balance and (ii) $255,000,000 immediately upon giving effect to the making of the Loans and the use of proceeds thereof; (o) no event has occurred and is continuing, or would result from such Loan upon giving effect to such Loan, that appropriate UCC-1 financing statements constitutes an Event of Default, an Unmatured Event of Default, a Servicer Termination Event, an Unmatured Servicer Termination Event or a Servicer Liquidity Event; (p) [reserved]; (q) the Administrative Agent shall have received a duly executed and other evidences of Lender’s security interests have been duly filed in such office or offices as may be necessary orcompleted Borrowing Request, which shall include a data tape regarding all consumer installment plan Receivables initially included in the opinion of Lender, desirable to perfect LenderAdjusted Net Accounts Receivable (other than Receivables originated under SmileDirect’s security interests in and to its collateralclassic “SmilePay” program), including without limitation Intellectual Property Security Agreements executed by each Loan Party the fields under the heading “Monthly Customer Payment History Tape” listed in the form Exhibit O hereto, and shall include a listing of Exhibit D attached heretoall Identified Receivables, Defaulted Receivables, Delinquent Receivables and Internally-Serviced Receivables, if any; and (hr) such other documents or certificates, copies of all filed UCC termination statements and completion amendments necessary to ensure that the Collateral Agent has a first priority perfected security interest in the Collateral. The funding of such other matters, as Lender may reasonably deem necessary or appropriatethe Initial Loans shall be deemed to be an acceptance by the Administrative Agent and the Lenders that the conditions precedent are satisfied and this Agreement is effective.

Closing Date Conditions Precedent. This Agreement will be effective on the date on which the conditions set forth below in this Section 3 have been satisfied (such date, the “Closing Date”): (a) The obligation Agent’s receipt of Lender the following, each of which shall be originals or facsimiles (followed promptly by originals to make Loans on or after the extent reasonably requested by the Agent) and unless otherwise specified, each properly executed by an authorized officer of the signing Loan Party, each dated as of the Closing Date is subject to (or, in the conditions precedent that Lender shall have receivedcase of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to Lender, the followingAgent: (ai) executed counterparts of this Agreement; (ii) such certificates of resolutions or other action, the Note, the Guaranty, the Intellectual Property Security Agreement and each incumbency certificates and/or other certificates of the other Loan Agreements to which officers of each Loan Party is a party, duly executed by such Loan Party; (b) as the Services Agreement, duly executed by Borrower; (c) payment Agent may reasonably require to establish the identities of all Lender Expenses incurred and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement; (d) a copy of , the resolutions of the board of directors of each Loan Party authorizing the execution, delivery and performance of this Credit Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Loan Agreements Documents to which such Loan Party is a party, certified by party and the Secretary or an Assistant Secretary of such Loan Party (which certificate shall state that such resolutions are in full force transactions contemplated hereby and effect)thereby; (eiii) such evidence as the Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, and in good standing in the jurisdiction of its organization; (iv) a certificate of good standing of Borrower issued signed by the Secretary of State a Responsible Officer of the State of Nevada dated no later than five (5) business days prior to the Closing date; (f) a certificate of a duly authorized officer of Borrower, dated as of the Closing Date, Borrower certifying that (i1) the conditions set forth in this Article 3 have been satisfied; (ii) each of the representations and warranties contained in Article V of Borrower set forth in this the Existing Credit Agreement and the other Loan Documents is are true and correct in all material respects on and as of the Closing Date (date hereof after giving effect to this Agreement, except to the extent stated that such representations and warranties specifically refer to relate to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date); , (iii2) no Default or Event of Default shall have has occurred and is continuing as of such date, (3) since December 31, 2022, there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the MLP, the Borrower General Partner or the Borrower and its Restricted Subsidiaries, taken as a whole, (4) there is no litigation, investigation or proceeding known to and affecting any Company for which the Borrower is required to give notice pursuant to Section 6.03(c) of the Existing Credit Agreement (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) of the Existing Credit Agreement shall be continuing on given concurrently with the Closing Date; delivery of the certificate given pursuant to this clause (iv)), and (d5) since August 31no action, 2013suit, nothing shall have occurred which has hadinvestigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP General Partner or any of their respective properties, that could reasonably be expected to have, result in a Material Adverse Effect; (gv) evidence a certification from the Borrower’s Chief Financial Officer that appropriate UCC-1 financing statements the MLP, the Borrower and other evidences the Subsidiaries, on a consolidated basis, are Solvent as of Lender’s security interests the Closing Date. (b) Any fees due and payable at the Closing Date shall have been duly filed in paid. (c) Each Loan Party shall have delivered the following: (i) such office Lien searches as the Agent shall have requested, and such termination statements or offices other documents as may be necessary or, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens) or evidence that releases of such other Liens shall be filed contemporaneously with or after the opinion Closing Date; (ii) a collateral questionnaire and/or perfection certificate in form and substance reasonably satisfactory to Collateral Agent providing for information with respect to the personal or mixed property of Lender, desirable to perfect Lender’s security interests in and to its collateral, including without limitation Intellectual Property Security Agreements executed by each Loan Party and their respective Subsidiaries; (iii) evidence that such other actions that have been requested by the Agent, the Collateral Agent, or the Lenders, in connection with perfection of the form of Exhibit D attached heretofirst priority Lien created by the Collateral Documents (except to the extent otherwise permitted hereunder), have been taken; and (hiv) such other documents or certificatesflood certificates with respect to the Mortgaged Properties as the Agent may request. Each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and completion consented to and approved, this Agreement and each other document, agreement and/or instrument or other matter required to be approved by the Lenders on the Closing Date. Such declaration shall be final, conclusive and binding upon the Lenders and all other parties to this Agreement for all purposes. The Agent agrees that it will, upon the satisfaction of such other mattersthe conditions contained in this Section 3, as Lender may reasonably deem necessary or appropriatepromptly provide notice to the Borrower and the Lenders of the occurrence of the Closing Date.