Common use of Closing Date Conditions Precedent Clause in Contracts

Closing Date Conditions Precedent. (a) The effectiveness of this Agreement and the obligations of the Lender hereunder are subject to the condition precedent that the Lender shall have received or waived receipt of the following, each in form and substance satisfactory to the Lender, on or prior to the Closing Date (unless otherwise noted): (i) A copy of this Agreement and each of the other Transaction Documents (other than the Account Control Agreement and the Backup Servicing Agreement), in each case duly executed by each party thereto, which shall be in full force and effect. (ii) True and complete copies of the Constituent Documents of each Credit Party, as in effect on the Closing Date. (iii) For each Credit Party, a list of such Credit Party’s officers who are authorized to act on behalf of such Credit Party pursuant to the Transaction Documents, together with incumbency signatures therefor, duly certified by the secretary or assistant secretary of such Credit Party. (iv) a certificate of a Responsible Officer of (a) each Credit Party, certifying (i) as to its Constituent Documents, and (ii) that its representations and warranties set forth in the Transaction Documents to which it is a party are true and correct in all material respects as of the Closing Date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects and except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties, as applicable, shall be true and correct in all material respects as of such earlier date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)), (b) the Borrower, certifying (i) that no Amortization Event or Event of Default has occurred and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become an Amortization Event or Event of Default, and (c) the Servicer, certifying (i) that no Servicer Termination Event has occurred and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become a Servicer Termination Event. (v) A true and complete copy of the resolutions or consents of the board of directors or other governing body of each Credit Party authorizing the transactions contemplated hereby, certified by the secretary or assistant secretary of such Credit Party, as applicable, and copies of all other governing documents of each Credit Party and each other party hereto or to the Transaction Documents as may be reasonably requested by the Lender. (vi) Copies of certificates dated as of a recent date from the applicable authorities evidencing the good standing or existence, as applicable, of each Credit Party. (vii) Financing statements on Form UCC-1 or amendments thereto naming the Borrower as debtor and the Lender as secured party, and naming the Seller as debtor and the Borrower as secured party, in each case, in proper form for filing in the office in which the filings are necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the security interest of the Lender granted in Section 1.04. (viii) Search reports provided in writing by the applicable filing offices, listing all effective financing statements that name any of the Seller or the Borrower as debtor and that are filed in the jurisdiction in which the Seller or the Borrower, as applicable, is “located” as defined in Section 9-307 of the UCC, together with copies of such financing statements. (ix) Copies of all filed UCC termination statements and amendments necessary to ensure that the Lender has a first priority perfected security interest in the Collateral. (x) Evidence that all fees and expenses then due hereunder and under any other Transaction Document, and presented to the Borrower in connection with the transactions contemplated hereby, 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 to the satisfaction of the parties entitled to such payment. (xi) Usual and customary legal opinions in form and substance satisfactory to the Lender and its counsel which may reasonably be requested, including, but not limited to, opinions regarding corporate, power and authority, due authorization, enforceability, true sale, non-consolidation, Investment Company Act and security interest creation and perfection matters. (xii) Evidence that each of the conditions precedent to the execution, delivery and effectiveness of each of the Transaction Documents has been or contemporaneously hereunder will be satisfied. (xiii) The Lender shall have received the audited consolidated balance sheets and related statements of income, changes in equity, and cash flows of Gemini and its Subsidiaries as of and for each of the fiscal years ended December 31, 2024 and December 31, 2023. (xiv) The Lender shall have completed all due diligence and examination of the Borrower and the Receivables which shall be satisfactory to the Lender. (xv) Since December 31, 2024, there shall not have occurred a Material Adverse Effect with respect to any Credit Party, Servicer or Gemini, as determined by the Lender in its sole discretion. (b) The Lender’s funding of the initial Advance hereunder shall constitute confirmation by the Lender that conditions precedent specified in Section 5.01(a) have been satisfied or waived.

Closing Date Conditions Precedent. (a) The effectiveness obligation of this Agreement and Lender to make Loans on or after the obligations of the Lender hereunder are Closing Date is subject to the condition conditions precedent that the Lender shall have received or waived receipt of the followingreceived, each in form and substance satisfactory to the Lender, on or prior to the Closing Date (unless otherwise noted):following: (ia) A copy of this Agreement, the Note, the Guaranty, the Intellectual Property Security Agreement and each of the other Transaction Documents (other than the Account Control Agreement and the Backup Servicing Agreement)Loan Agreements to which each Loan Party is a party, in each case 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 party theretoLoan 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 be state that such resolutions are in full force and effect.); (iie) True and complete copies a certificate of good standing of Borrower issued by the Secretary of State of the Constituent Documents State of each Credit Party, as in effect on Nevada dated no later than five (5) business days prior to the Closing Date.date; (iii) For each Credit Party, a list of such Credit Party’s officers who are authorized to act on behalf of such Credit Party pursuant to the Transaction Documents, together with incumbency signatures therefor, duly certified by the secretary or assistant secretary of such Credit Party. (ivf) a certificate of a Responsible Officer duly authorized officer of (a) each Credit PartyBorrower, dated as of the Closing Date, certifying that (i) as to its Constituent Documents, and the conditions set forth in this Article 3 have been satisfied; (ii) that its each of the representations and warranties of Borrower set forth in this Agreement and the Transaction other Loan Documents to which it is a party are true and correct in all material respects as of the Closing Date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects and except to the extent such representations and warranties expressly stated to relate to any a specific earlier date, in which case such representations and warranties, as applicable, warranties shall be true and correct in all material respects as of such earlier date date); (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)), (biii) the Borrower, certifying (i) that no Amortization Event Default or Event of Default has shall have occurred and is continuing, be continuing on the Closing Date; and (iid) that no event since August 31, 2013, nothing shall have occurred which has occurred that, but for the giving of notice or the passage of timehad, or bothcould reasonably be expected to have, would become an Amortization Event or Event of Default, and (c) the Servicer, certifying (i) that no Servicer Termination Event has occurred and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become a Servicer Termination Event.Material Adverse Effect; (vg) A true evidence that appropriate UCC-1 financing statements and complete copy other evidences of the resolutions Lender’s security interests have been duly filed in such office or consents of the board of directors or other governing body of each Credit Party authorizing the transactions contemplated hereby, certified by the secretary or assistant secretary of such Credit Party, as applicable, and copies of all other governing documents of each Credit Party and each other party hereto or to the Transaction Documents offices as may be reasonably requested by the Lender. (vi) Copies of certificates dated as of a recent date from the applicable authorities evidencing the good standing or existence, as applicable, of each Credit Party. (vii) Financing statements on Form UCC-1 or amendments thereto naming the Borrower as debtor and the Lender as secured party, and naming the Seller as debtor and the Borrower as secured party, in each case, in proper form for filing in the office in which the filings are necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions 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 security interest form of the Lender granted in Section 1.04.Exhibit D attached hereto; and (viiih) Search reports provided in writing by the applicable filing officessuch other documents or certificates, listing all effective financing statements that name any and completion of the Seller or the Borrower as debtor and that are filed in the jurisdiction in which the Seller or the Borrowersuch other matters, as applicable, is “located” as defined in Section 9-307 of the UCC, together with copies of such financing statements. (ix) Copies of all filed UCC termination statements and amendments necessary to ensure that the Lender has a first priority perfected security interest in the Collateral. (x) Evidence that all fees and expenses then due hereunder and under any other Transaction Document, and presented to the Borrower in connection with the transactions contemplated hereby, 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 to the satisfaction of the parties entitled to such payment. (xi) Usual and customary legal opinions in form and substance satisfactory to the Lender and its counsel which may reasonably be requested, including, but not limited to, opinions regarding corporate, power and authority, due authorization, enforceability, true sale, non-consolidation, Investment Company Act and security interest creation and perfection mattersdeem necessary or appropriate. (xii) Evidence that each of the conditions precedent to the execution, delivery and effectiveness of each of the Transaction Documents has been or contemporaneously hereunder will be satisfied. (xiii) The Lender shall have received the audited consolidated balance sheets and related statements of income, changes in equity, and cash flows of Gemini and its Subsidiaries as of and for each of the fiscal years ended December 31, 2024 and December 31, 2023. (xiv) The Lender shall have completed all due diligence and examination of the Borrower and the Receivables which shall be satisfactory to the Lender. (xv) Since December 31, 2024, there shall not have occurred a Material Adverse Effect with respect to any Credit Party, Servicer or Gemini, as determined by the Lender in its sole discretion. (b) The Lender’s funding of the initial Advance hereunder shall constitute confirmation by the Lender that conditions precedent specified in Section 5.01(a) have been satisfied or waived.

Closing Date Conditions Precedent. (a) The effectiveness of this Agreement and the obligations agreement of each Lender to make the Lender hereunder Initial Loans requested to be made by it are subject to the condition precedent that the Lender Lenders shall have received or waived receipt of the following, each in form and substance satisfactory to the Lender, following on or prior to the Closing Date (unless otherwise noted): (ia) A a copy of this Agreement and each of the other Transaction Documents (other than identified on the Account Control Agreement and the Backup Servicing Agreement)closing list attached as Exhibit E hereto, in each case duly executed by each party thereto, which |US-DOCS\130674191.18|| and each other item identified on such closing list (it being understood, however, that no sublicense of IP Assets by SmileDirect or any subsequent sublicensee thereof shall be in full force and effect. (ii) True and complete copies of the Constituent Documents of each Credit Party, as in effect on the Closing Date. (iii) For each Credit Party, a list of such Credit Party’s officers who are authorized to act on behalf of such Credit Party pursuant condition precedent to the Transaction Documents, together with incumbency signatures therefor, duly certified by the secretary or assistant secretary effectiveness of such Credit Party.this Agreement); (iv) a certificate of a Responsible Officer of (a) each Credit Party, certifying (i) as to its Constituent Documents, and (ii) that its representations and warranties set forth in the Transaction Documents to which it is a party are true and correct in all material respects as of the Closing Date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects and except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties, as applicable, shall be true and correct in all material respects as of such earlier date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)), (b) evidence that the Borrower, certifying Collection Account (iother than any Foreign Receivables Collection Account) that no Amortization Event or Event of Default has occurred and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become an Amortization Event or Event of Default, and Cash Reserve Account have been established; (c) the Servicer, certifying (i) that no Servicer Termination Event has occurred and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become a Servicer Termination Event. (v) A true and complete copy of the resolutions or consents of the board of directors or other governing body of each Credit Party authorizing the transactions contemplated hereby, certified by the secretary or assistant secretary of such Credit Party, as applicable, and copies of all other governing documents of each Credit Party and each other party hereto or to the Transaction Documents as may be reasonably requested by the Lender. (vi) Copies of certificates dated as of a recent date from the applicable authorities evidencing the good standing or existence, as applicable, of each Credit Party. (vii) Financing 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 Lender as secured party, and naming the Seller as debtor and the Borrower 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 LenderCollateral Agent or the Administrative Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the security interest of the Lender Collateral Agent granted pursuant to the Security Agreement; (d) Intellectual Property Security Agreements substantially in Section 1.04the form of Exhibits ▇-▇, ▇-▇, and A-3 to the Security Agreement, duly executed by the Borrower. (viiie) Search search reports provided in writing by the applicable filing offices, listing all effective financing statements that name any of the 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 UCC, together with copies of such financing statements.; (ixf) Copies of all filed UCC termination statements and amendments necessary to ensure that the Lender extent the Borrower has a first priority perfected security interest received an invoice therefor at least one (1) Business Day prior to the Closing Date in the Collateral. (x) Evidence reasonable detail, evidence that all fees and expenses then payable pursuant to the Fee Letter and all reasonable and documented out-of-pocket expenses, due hereunder and under any other Transaction Document, and presented required to be paid by the Borrower in connection accordance with the transactions contemplated hereby, Transaction Documents 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 to the satisfaction of the parties entitled to such payment.full; (xig) Usual usual and customary legal opinions in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel which may reasonably be requested, (including, but not limited to, opinions those regarding corporate, power and authority, due authorizationcorporate matters, enforceability, true sale, non-consolidation, the Investment Company Act and Act, the ▇▇▇▇▇▇▇ Rule, security interest creation perfection and perfection matters.priority (which opinion as to priority may be based solely on lien search results) and a Regulatory Opinion); (xiih) Evidence 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 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 effectiveness of each of the other Transaction Documents has been or contemporaneously hereunder will be satisfied.; (xiiii) The the Administrative Agent shall have received, (x) at least seven (7) days prior to the Closing 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 (10) Business Days prior to the Closing Date, 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 (5) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification; provided that, upon the audited consolidated balance sheets execution and related statements delivery by such Lender of incomeits signature page to this Agreement, changes the condition set forth in equitythis clause (ii) shall be deemed to be satisfied; (m) the representations and warranties of the Credit Parties contained in the Transaction Documents are true, correct and complete in all material respects on and as of such day as though made on and as of such day (unless the same explicitly relates solely to an earlier date), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects; (n) 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 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 completed Borrowing Request, which shall include a data tape regarding all consumer installment plan Receivables initially included in the Adjusted Net Accounts Receivable (other than Receivables originated under SmileDirect’s classic “SmilePay” program), including the fields under the heading “Monthly Customer Payment History Tape” listed in Exhibit O hereto, and cash flows shall include a listing of Gemini all Identified Receivables, Defaulted Receivables, Delinquent Receivables and its Subsidiaries as of and for each of the fiscal years ended December 31Internally-Serviced Receivables, 2024 and December 31, 2023.if any; and (xivr) copies of all filed UCC termination statements and amendments necessary to ensure that the Collateral Agent has a first priority perfected security interest in the Collateral. The Lender shall have completed all due diligence and examination of the Borrower and the Receivables which shall be satisfactory to the Lender. (xv) Since December 31, 2024, there shall not have occurred a Material Adverse Effect with respect to any Credit Party, Servicer or Gemini, as determined by the Lender in its sole discretion. (b) The Lender’s funding of the initial Advance hereunder Initial Loans shall constitute confirmation be deemed to be an acceptance by the Lender Administrative Agent and the Lenders that the conditions precedent specified in Section 5.01(a) have been are satisfied or waivedand 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 effectiveness of this Agreement and the obligations of the Lender hereunder are subject to the condition precedent that the Lender shall have received or waived Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals to 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 (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 Lender, on or prior to the Closing Date (unless otherwise noted):Agent: (i) A copy executed counterparts of this Agreement and each of the other Transaction Documents (other than the Account Control Agreement and the Backup Servicing Agreement), in each case duly executed by each party thereto, which shall be in full force and effect.; (ii) True and complete copies such certificates of the Constituent Documents resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Agent may reasonably require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement, the Credit PartyAgreement, as in effect on the Closing Date.other Loan Documents to which such Loan Party is a party and the transactions contemplated hereby and thereby; (iii) For such evidence as the Agent may reasonably require to verify that each Credit PartyLoan Party is duly organized or formed, a list validly existing, and in good standing in the jurisdiction of such Credit Party’s officers who are authorized to act on behalf of such Credit Party pursuant to the Transaction Documents, together with incumbency signatures therefor, duly certified by the secretary or assistant secretary of such Credit Party.its organization; (iv) a certificate of signed by a Responsible Officer of the Borrower certifying that (a1) each Credit Party, certifying (i) as to its Constituent Documents, and (ii) that its the representations and warranties set forth contained in Article V of the Transaction Documents to which it is a party Existing Credit Agreement are true and correct in all material respects on and as of the Closing Date (except for representations and warranties already qualified by materiality or Material Adverse Effectdate hereof after giving effect to this Agreement, which shall be true and correct in all respects and except to the extent that such representations and warranties expressly relate specifically refer to any an earlier date, in which case such representations and warranties, as applicable, they shall be true and correct in all material respects as of such earlier date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects))date, (b2) the Borrower, certifying (i) that no Amortization Event Default or Event of Default has occurred and is continuingcontinuing 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 given concurrently with the delivery of the certificate given pursuant to this clause (iv)), and (ii5) no action, suit, investigation 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 no event has occurred that, but for the giving of notice or the passage of time, or both, would become an Amortization Event or Event of Default, and (c) the Servicer, certifying (i) that no Servicer Termination Event has occurred and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become could reasonably be expected to result in a Servicer Termination Event.Material Adverse Effect; (v) A true and complete copy of the resolutions or consents of the board of directors or other governing body of each Credit Party authorizing the transactions contemplated hereby, certified by the secretary or assistant secretary of such Credit Party, as applicable, and copies of all other governing documents of each Credit Party and each other party hereto or to the Transaction Documents as may be reasonably requested by the Lender. (vi) Copies of certificates dated as of a recent date certification from the applicable authorities evidencing the good standing or existence, as applicable, of each Credit Party. (vii) Financing statements on Form UCC-1 or amendments thereto naming the Borrower as debtor and the Lender as secured party, and naming the Seller as debtor and the Borrower as secured party, in each case, in proper form for filing in the office in which the filings are necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the security interest of the Lender granted in Section 1.04. (viii) Search reports provided in writing by the applicable filing offices, listing all effective financing statements that name any of the Seller or the Borrower as debtor and that are filed in the jurisdiction in which the Seller or the Borrower, as applicable, is “located” as defined in Section 9-307 of the UCC, together with copies of such financing statements. (ix) Copies of all filed UCC termination statements and amendments necessary to ensure ’s Chief Financial Officer that the Lender has a first priority perfected security interest in the Collateral. (x) Evidence that all fees and expenses then due hereunder and under any other Transaction DocumentMLP, and presented to the Borrower in connection with the transactions contemplated hereby, 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 to the satisfaction of the parties entitled to such payment. (xi) Usual and customary legal opinions in form and substance satisfactory to the Lender and its counsel which may reasonably be requested, including, but not limited to, opinions regarding corporate, power and authority, due authorization, enforceability, true sale, non-consolidation, Investment Company Act and security interest creation and perfection matters. (xii) Evidence that each of the conditions precedent to the execution, delivery and effectiveness of each of the Transaction Documents has been or contemporaneously hereunder will be satisfied. (xiii) The Lender shall have received the audited consolidated balance sheets and related statements of income, changes in equity, and cash flows of Gemini and its Subsidiaries as of and for each of the fiscal years ended December 31, 2024 and December 31, 2023. (xiv) The Lender shall have completed all due diligence and examination of the Borrower and the Receivables which shall be satisfactory to Subsidiaries, on a consolidated basis, are Solvent as of the Lender. (xv) Since December 31, 2024, there shall not have occurred a Material Adverse Effect with respect to any Credit Party, Servicer or Gemini, as determined by the Lender in its sole discretionClosing Date. (b) The Lender’s funding Any fees due and payable at the Closing Date shall have been paid. (c) Each Loan Party shall have delivered the following: (i) such Lien searches as the Agent shall have requested, and such termination statements or other documents as may be necessary 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 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 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 initial Advance hereunder shall constitute confirmation first priority Lien created by the Lender that conditions precedent specified in Section 5.01(a) Collateral Documents (except to the extent otherwise permitted hereunder), have been satisfied taken; and (iv) flood 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 consented to and approved, this Agreement and each other document, agreement and/or instrument or waivedother 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 the conditions contained in this Section 3, promptly provide notice to the Borrower and the Lenders of the occurrence of the Closing Date.

Closing Date Conditions Precedent. The occurrence of the Closing Date 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: (ai) The effectiveness There shall have been delivered to the DIP Agent a counterpart of this Agreement and the obligations executed by each of the Lender hereunder are subject to the condition precedent that the Lender Loan Parties. (ii) The Bankruptcy Court shall have received or waived receipt of entered the following, each DIP Order in form and substance satisfactory to the LenderDIP Lender authorizing and approving, on or prior to among other things, the Closing Date (unless otherwise noted):DIP Facility and the granting of the DIP Liens with the priority contemplated therein. (iiii) A copy of this Agreement and each of the other Transaction Documents (other than the Account Control Agreement and the Backup Servicing Agreement), in each case duly executed by each party thereto, which 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. (iiiv) True The DIP Agent shall have received an initial DIP Budget, in form and complete copies substance satisfactory to the DIP Lender, including as to all assumptions. (v) No Default or Event of Default shall exist at the Constituent Documents time of, or after giving effect to, the making of each Credit Party, as in effect any DIP Loans on the Closing Date. (iiivi) For each Credit Party, a list of such Credit Party’s officers who are authorized to act on behalf of such Credit Party pursuant to the Transaction Documents, together with incumbency signatures therefor, duly certified by the secretary or assistant secretary of such Credit Party. (iv) a certificate of a Responsible Officer of (a) each Credit Party, certifying (i) as to its Constituent Documents, and (ii) that its The representations and warranties of the DIP Borrower and each other Loan Party set forth in the Transaction Documents to which it is a party are true and correct in all material respects as of the Closing Date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects and except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties, as applicable, each DIP Loan Document shall be true and correct in all material respects as of such earlier date (except for representations and warranties already or, to the extent qualified by materiality or Material Adverse Effectmateriality, which shall be true and correct in all respects)), (b) the Borrower, certifying (i) that no Amortization Event or Event of Default has occurred and is continuingimmediately prior to, and (ii) that no event has occurred thatafter giving effect to, but for the giving making of notice or any DIP Loans on the passage of time, or both, would become an Amortization Event or Event of Default, and (c) the Servicer, certifying (i) that no Servicer Termination Event has occurred and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become a Servicer Termination Event. (v) A true and complete copy of the resolutions or consents of the board of directors or other governing body of each Credit Party authorizing the transactions contemplated hereby, certified by the secretary or assistant secretary of such Credit Party, as applicable, and copies of all other governing documents of each Credit Party and each other party hereto or to the Transaction Documents as may be reasonably requested by the Lender. (vi) Copies of certificates dated as of a recent date from the applicable authorities evidencing the good standing or existence, as applicable, of each Credit PartyClosing Date. (vii) Financing statements on Form UCC-1 or amendments thereto naming the Borrower as debtor and the Lender as secured partyThe DIP Agent shall have received all such agreements, instruments, approvals, and naming other documents, each satisfactory to the Seller DIP Lender in form and substance, as debtor and the Borrower as secured party, in each case, in proper form for filing in the office in which the filings are necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the security interest of the DIP Lender granted in Section 1.04may reasonably request. (viii) Search reports provided in writing by The making of any DIP Loans on the applicable filing officesClosing Date shall not violate any Requirement of Law and shall not be enjoined, listing all effective financing statements that name any of the Seller temporarily, preliminarily or the Borrower as debtor and that are filed in the jurisdiction in which the Seller or the Borrower, as applicable, is “located” as defined in Section 9-307 of the UCC, together with copies of such financing statementspermanently. (ix) Copies In respect of all filed UCC termination statements any DIP Loan to be funded on the Closing Date, the DIP Borrower shall have delivered a duly completed and amendments necessary irrevocable Notice of Borrowing pursuant to ensure that the Lender has a first priority perfected security interest in the CollateralSection 2(b). (x) Evidence that all fees The Bankruptcy Court shall have entered the Settlement Order and expenses then due hereunder the Settlement Order shall remain in full force and under any other Transaction Document, and presented to the Borrower in connection with the transactions contemplated herebyeffect, shall not have been paid in full unless specific written arrangements for the payment of such feesreversed, expenses vacated or other payments at a later date stayed and shall not have been made to amended, supplemented or otherwise modified, in each case without the satisfaction prior written consent of the parties entitled to such paymentDIP Lender. (xi) Usual The Bankruptcy Court shall have entered the Disclosure Statement Order and customary legal opinions the Disclosure Statement Order shall remain in form full force and substance satisfactory to effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified, in each case without the Lender and its counsel which may reasonably be requested, including, but not limited to, opinions regarding corporate, power and authority, due authorization, enforceability, true sale, non-consolidation, Investment Company Act and security interest creation and perfection mattersprior written consent of the DIP Lender. (xii) Evidence that each The Bankruptcy Court shall have entered an order setting a hearing with respect to confirmation of the conditions precedent to the executionPlan by June 21, delivery and effectiveness of each of the Transaction Documents has been or contemporaneously hereunder will be satisfied2019. (xiii) The Lender Bankruptcy Court shall have received entered the audited consolidated balance sheets Dismissal Order and related statements of incomesuch the Dismissal Order shall remain in full force and effect, changes shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified, in equity, and cash flows of Gemini and its Subsidiaries as of and for each case without the prior written consent of the fiscal years ended December 31, 2024 and December 31, 2023DIP Lender. (xiv) The Lender Loan Parties shall have completed all due diligence and examination be in compliance with the terms of the Borrower Settlement Agreement and the Receivables which shall be satisfactory to DIP Order, the LenderDisclosure Statement Order, the Settlement Order and any other orders issued in the Chapter 11 Cases. (xv) Since December 31, 2024, there shall not have occurred a Material Adverse Effect with respect to any Credit Party, Servicer or Gemini, as determined by the Lender in its sole discretion. (b) The Lender’s funding of the initial Advance hereunder shall constitute confirmation by the Lender that conditions precedent specified in Section 5.01(a) have been satisfied or waived.

Closing Date Conditions Precedent. (a) The effectiveness of this Agreement and the obligations of the Lender hereunder are initial Borrowing is subject to the condition precedent that the Lender Agent shall have received received, on or waived receipt of before the followingClosing Date (unless otherwise indicated) and, each if requested by the Agent, on any subsequent date on or prior to the initial Borrowing, in form and substance satisfactory to the Lender, on or prior to Agent and the Closing Date (unless otherwise noted):Lenders: (ia) A copy of the resolutions of the Board of Directors of the Borrower approving this Agreement and each of the other Transaction Documents (other than to which the Account Control Agreement Borrower is a party to be delivered by it hereunder and the Backup Servicing Agreement)transactions contemplated hereby, in each case duly executed certified by each party thereto, which shall be in full force and effect.its secretary or assistant secretary; (iib) True A good standing certificate for the Borrower issued by the State of Delaware and complete copies a certificate of qualification to do business in the States of 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 Constituent 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 each Credit Party, as in effect on the Closing Date.this clause (c)): (iiid) For each Credit Party, a list The Certificate of such Credit Party’s officers who are authorized to act on behalf Incorporation of such Credit Party pursuant to the Transaction DocumentsBorrower, together with incumbency signatures thereforsuch 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 Delaware and by the secretary or assistant secretary of the Borrower, as of a recent date acceptable to the Agent and the Lenders, together with a copy of the bylaws of the Borrower, duly certified by the secretary or assistant secretary of such Credit Party.the Borrower; (ive) 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 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 Responsible Officer recent date acceptable to the Agent and the Lenders; (g) A certificate of (a) each Credit Party, the secretary or assistant secretary of the Parent certifying (i) as the names and true signatures of the officers authorized on its behalf to its Constituent Documents, and (ii) that its representations and warranties set forth in sign the Transaction Documents to be delivered by it (on which it is certificate the Agent and Lenders may conclusively rely until such time as the Agent and Lenders shall receive from the Parent a party are true 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 correct in all material respects by the secretary or assistant secretary of the Parent, as of the Closing Date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects and except a recent date acceptable to the extent such representations Agent and warranties expressly relate to any earlier datethe Lenders, in which case such representations and warranties, as applicable, shall be true and correct in all material respects as of such earlier date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)), (b) the Borrower, certifying (i) that no Amortization Event or Event of Default has occurred and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become an Amortization Event or Event of Default, and (c) the Servicer, certifying (i) that no Servicer Termination Event has occurred and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become together with a Servicer Termination Event. (v) A true and complete copy of the resolutions or consents bylaws of the board of directors or other governing body of each Credit Party authorizing the transactions contemplated herebyParent, duly certified by the secretary or assistant secretary of such Credit Party, as applicable, and copies the Parent; (i) A copy of all other governing documents the resolutions of each Credit Party and each other party hereto or to the Board of Directors of Holdco approving the Transaction Documents as may be reasonably requested 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 Lender. (vi) Copies State of certificates dated 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 applicable authorities evidencing requirements of this clause (k)): (l) The Certificate of Formation of Holdco, duly certified by the good standing Secretary of State of Delaware and by the secretary or existenceassistant secretary of the Holdco, as applicableof a recent date acceptable to the Agent and the Lenders, together with a copy of each Credit Party.the limited liability company agreement of Holdco, duly certified by the secretary or assistant secretary of Holdco; (viim) Financing statements on Form UCC-1 or amendments thereto (i) (A) naming the Borrower as the debtor and the Lender 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 naming the Seller as debtor and the Borrower as secured party, in each case(C) other similar instruments or documents, in proper form for filing in the office offices in which the 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 the Agent's security interest in the Collateral and the "Pledged Property" (as defined in the Pledge Agreement), for the benefit of the Lender granted Secured Parties and (ii) if applicable, on or after the Closing Date continuation statements with respect to the financing statements described in Section 1.04.clause (i); (viiin) Search reports A search report as of a recent date acceptable to the Agent and the Lenders provided in writing to the Agent by the applicable filing officesBorrower, in a form acceptable to the Agent and the Lenders, listing all effective financing statements that name any of the Seller or the Borrower or Holdco as debtor and that are filed in the jurisdiction jurisdictions in which the Seller filings were made pursuant to subsection (n) above and in such other jurisdictions that Agent or the Borrower, as applicable, is “located” as defined in Section 9-307 of the UCCany Lender shall reasonably request, together with copies of such financing statements.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); (ixi) Copies Favorable opinions of all filed UCC termination statements counsel to the Borrower in form and amendments necessary substance reasonably satisfactory to ensure the Agent and the Lenders, including (without 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 Lender Borrower has a first priority perfected security interest in the Collateral.received more favorable terms and conditions under this Agreement because of such separateness; (xi) Evidence that all All fees and expenses then due hereunder and under any other Transaction Document, and presented to the Borrower shall have been paid in connection with full including, without limitation, legal fees and expenses of Sidley Austin Brown & Wood LLP, counsel ▇▇ ▇▇▇ ▇▇▇▇▇, a▇▇ ▇egal fees and expenses of Baker & McKenzie, McGuireWoods LL▇ ▇▇▇ Hu▇▇▇▇ ▇▇▇k, LLP, counsel to the transactions contemplated hereby▇▇▇▇▇▇e▇, ▇nd (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 made; (r) The Notes, duly executed by 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 satisfaction form and legality of such agreement (and which agreement's effectiveness is subject only to receipt of the parties entitled signature of the Deputy Attorney General of the State of Pennsylvania thereon, approving such agreement as to such payment.form and legality); (xit) Usual and customary legal opinions in form and substance satisfactory A copy of this Agreement and, to the Lender extent not otherwise specifically referenced in this Section 5.01 or in Section 5.02, each of the other Transaction Documents and its counsel which each other document, certificate, instrument and agreement listed on the closing list attached as Exhibit A 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 be requested, including, but not limited to, opinions regarding corporate, power and authority, due authorization, enforceability, true sale, non-consolidation, Investment Company Act and security interest creation and perfection matters.request; (xiiv) 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 conditions precedent 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 executionBorrower, delivery 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 effectiveness (B) that it will allow the Agent a period of each 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 (y) Satisfactory evidence that no statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any government or governmental or administrative agency or court that would make the transactions contemplated by any of the Transaction Documents has been illegal or contemporaneously hereunder will be satisfiedotherwise prevent the consummation thereof. (xiii) The Lender shall have received the audited consolidated balance sheets and related statements of income, changes in equity, and cash flows of Gemini and its Subsidiaries as of and for each of the fiscal years ended December 31, 2024 and December 31, 2023. (xiv) The Lender shall have completed all due diligence and examination of the Borrower and the Receivables which shall be satisfactory to the Lender. (xv) Since December 31, 2024, there shall not have occurred a Material Adverse Effect with respect to any Credit Party, Servicer or Gemini, as determined by the Lender in its sole discretion. (b) The Lender’s funding of the initial Advance hereunder shall constitute confirmation by the Lender that conditions precedent specified in Section 5.01(a) have been satisfied or waived.

Closing Date Conditions Precedent. The obligation of each Lender to make its Loans hereunder is subject to the receipt by the Administrative Agent and the Lenders (aand their agents and professional advisors) The effectiveness of all fees payable under this Agreement and the obligations following documents and satisfaction of the Lender hereunder are subject other conditions provided in this Article III, each of which shall be satisfactory to the condition precedent that the Lender shall have received or waived receipt Lenders in form and substance: (a) Certificates of the following, Secretary or Assistant Secretary of each Loan Party setting forth (i) resolutions of its board of directors in form and substance satisfactory to the Lender, on or prior Lenders with respect to the Closing Date (unless otherwise noted): (i) A copy authorization of the Notes, this Agreement and each of the other Transaction Loan Documents (other than the Account Control Agreement and the Backup Servicing Agreement)provided herein to which it is a party, in each case duly executed by each party thereto, which shall be in full force and effect. (ii) True and complete copies of the Constituent Documents of each Credit Party, as in effect on the Closing Date. (iii) For each Credit Party, a list officers or other authorized Persons of such Credit Party’s officers Loan Party (y) who are authorized to act on behalf of such Credit Party pursuant to sign this Agreement, the Transaction Documents, together with incumbency signatures therefor, duly certified by the secretary or assistant secretary of such Credit Party. (iv) a certificate of a Responsible Officer of (a) each Credit Party, certifying (i) as to its Constituent DocumentsNotes, and (ii) that its representations and warranties set forth in the Transaction other Loan Documents to which it is a party are true and correct in all material respects as of the Closing Date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects and except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties, as applicable, shall be true and correct in all material respects as of such earlier date (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)), (b) the Borrower, certifying (i) that no Amortization Event or Event of Default has occurred and is continuing, and (iiz) who will, until replaced by another officer or officers or Person duly authorized for that no event has occurred thatpurpose, but act as its representative for the purposes of signing documents and giving of notice or the passage of time, or both, would become an Amortization Event or Event of Default, notices and (c) the Servicer, certifying (i) that no Servicer Termination Event has occurred other communications in connection with this Agreement and is continuing, and (ii) that no event has occurred that, but for the giving of notice or the passage of time, or both, would become a Servicer Termination Event. (v) A true and complete copy of the resolutions or consents of the board of directors or other governing body of each Credit Party authorizing the transactions contemplated hereby, certified by (iii) specimen signatures of the secretary officers or assistant secretary other Persons so authorized, and (iv) the articles or certificate of incorporation and the bylaws of such Credit Loan Party, certified as applicable, being true and copies of all other governing documents of each Credit Party and each other party hereto or complete. The Lenders may conclusively rely on such certificate until the Lenders receives notice in writing from the Borrower to the Transaction Documents as may be reasonably requested by the Lendercontrary. (vib) Copies Certificates of certificates dated as of a recent date from the applicable authorities evidencing appropriate Governmental Authority with respect to the valid existence and good standing or existence, as applicable, of each Credit Loan Party. (viic) Financing statements on Form UCC-1 or amendments thereto naming the Borrower as debtor The Notes, duly completed and the Lender as secured party, and naming the Seller as debtor and the Borrower as secured party, in each case, in proper form for filing in the office in which the filings are necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the security interest of the Lender granted in Section 1.04executed. (viiid) Search reports provided The Loan Documents, duly completed and executed in writing by the applicable filing offices, listing all effective financing statements that name any sufficient number of the Seller or the Borrower as debtor and that are filed in the jurisdiction in which the Seller or the Borrowercounterparts for recording purposes, as applicable, is “located” as defined in Section 9-307 of the UCC, together with copies of such financing statements. (ixe) Copies 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 Loans under this Agreement, (B) all filed UCC termination statements 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 amendments necessary to ensure that (C) satisfactory arrangements have been made for the Lender has a first priority perfected security interest in the Collateralrecording and filing of such releases or terminations. (xf) Evidence that all fees and expenses then due hereunder and under any other Transaction Document, and presented One or more opinions of counsel to the Borrower in connection with the transactions contemplated hereby, 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 to the satisfaction of the parties entitled to such payment. (xi) Usual and customary legal opinions Loan Parties in form and substance satisfactory to the Lender and its counsel which may reasonably be requested, including, but not limited to, opinions regarding corporate, power and authority, due authorization, enforceability, true sale, non-consolidation, Investment Company Act and security interest creation and perfection mattersLenders. (xiig) 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 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. (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 conditions precedent to Loans, and (ii) the execution, delivery and effectiveness performance of each of this Agreement and the Transaction other Loan Documents has have been or contemporaneously hereunder will be satisfiedsatisfactorily obtained. (xiiij) The Lender A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance against such risks and in such amounts (including deductibles) as is reasonably satisfactory to the Lenders and naming the Administrative Agent as agent for the Lenders as loss payee and additional insured. (k) Administrative Agent and the Lenders, as applicable, shall have received the audited consolidated balance sheets payment of all fees and related statements of income, changes in equity, expenses agreed upon by such parties and cash flows of Gemini and its Subsidiaries as of and for each of the fiscal years ended December 31, 2024 and December 31, 2023Borrower to be payable on or prior to the Closing Date. (xivl) The Lender shall have completed all due diligence and examination Deliver a copy of the Borrower and the Receivables which shall be satisfactory Direction Letter to the LenderAdministrative Agent. (xvm) Since December 31, 2024, there shall not have occurred a Material Adverse Effect with respect Such other documents as the Lenders or special counsel to any Credit Party, Servicer or Gemini, as determined by the Lender in its sole discretionLenders may reasonably request. (b) The Lender’s funding of the initial Advance hereunder shall constitute confirmation by the Lender that conditions precedent specified in Section 5.01(a) have been satisfied or waived.