Common use of Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date Clause in Contracts

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter of Credit Issuers to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic copies (followed promptly by originals if requested by Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor: (i) executed counterparts of this Agreement and the Guarantee Agreement; (ii) each Security Document set forth on Schedule 1.5 (including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each Obligor thereto, together with (except as provided in such Security Documents): (A) [reserved]; (B) evidence that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and (C) [reserved]; and (D) an executed Perfection Certificate and lien searches reasonably satisfactory to the Agent; (iii) certificates substantially in the form of Exhibit H for Holdings and the Borrower which attach (A) resolutions or other equivalent action documentation, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (iv) an opinion from Xxxxx Xxxxxxx LLP and an opinion from The Xxxxxxx Law Firm, PC, counsel to the Obligors, addressed to the Agent and the Lenders as of the Closing Date; (v) a certificate, in the form of Exhibit G, attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of Holdings; (vi) a Notice of Borrowing relating to the initial Borrowing (if any); and (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of the Security Documents. (b) All fees and expenses required to be paid hereunder or pursuant to the Engagement Letter, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date). (c) [Reserved]. (d) The Agent and Arrangers shall have received the Historical Financial Statements. (e) Prior to or concurrently with the initial Borrowing, subject to Section 8.29, the Existing Debt Refinancing shall have been consummated. (f) Availability, after giving effect to the initial Borrowings on the date hereof, on the Closing Date shall not be less than $15,000,000. (g) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (h) Since December 31, 2016, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably be expected to have, a Material Adverse Effect. (i) The Borrower shall have delivered to the Agent a Borrowing Base Certificate for the month ending January 31, 2018. (j) The Agent shall have completed a Field Examination of the Obligors at least three Business Days prior to the Closing Date. (k) Each of (i) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between THRC Holdings, LLC, as the lender, and Manufacturing, as the borrower and (ii) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between Xxxxxx Xxxxx, as the lender, and Manufacturing, as the borrower, have been terminated and the debt thereunder converted to Stock on terms reasonably satisfactory to the Agent. (l) All amounts outstanding under that certain Promissory Note dated as of February 1, 2017, by and between Xxxxx Brothers, LLC, as lender, and ProFrac Manufacturing, LLC, as borrower, have been paid in full, such Promissory Note has been cancelled and the liens securing the obligations on account of such Promissory Note have been released, in each case, on terms reasonably satisfactory to the Agent.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter of Credit Issuers to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic copies (followed promptly by originals if requested by Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor: (i) executed counterparts of this Agreement and Agreement, the Guarantee Agreement, the Security Agreement, the Initial Intercreditor Agreement, and Notes (to the extent requested by any Lender); (ii) each Security Document set forth on Schedule 1.5 (including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each Obligor thereto, together with (except as provided in such Security Documents): (A) [reserved]executed Intellectual Property Security Agreement(s) in substantially the form of Exhibit B to the Security Agreement; (B) evidence that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and (C) [reserved]executed Perfection Certificates; and (D) an executed Perfection Certificate and lien searches reasonably satisfactory to the Agent; (iii) certificates substantially in the form of Exhibit H for Holdings and the Borrower each Obligor which attach (A) resolutions or other equivalent action documentation, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (iv) an opinion from Xxxxx Xxxxxxx LLP and an opinion from The Xxxxxxx Law Firm, PC, counsel to the Obligors, addressed to the Agent and the Lenders as of the Closing Date; (v) a certificate, in the form of Exhibit G, attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the TransactionsTransactions consummated on the Closing Date, from the Chief Financial Officer of Holdings; (vi) a Notice of Borrowing relating to the initial Borrowing (if any); and (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of the Security Documents. (b) All fees and expenses required to be paid hereunder or pursuant to the Engagement LetterFee Letter described in clause (a) of the definition thereof, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date). (c) [Reserved]The Agent and Arrangers shall have received a true, correct and complete copy of the Term Loan Credit Agreement and each other material Term Loan Document, in each case, including all exhibits and schedules related thereto (including, for the avoidance of doubt, a true, correct and complete copy of that certain Security Agreement, dated as of the date hereof, among Holdings, Borrower, certain of their respective Subsidiaries, as Grantors and Term Loan Agent). (d) The Agent and Arrangers shall have received the Historical Financial Statements. (e1) Prior The Agent shall have received an executed payoff letter with respect to existing Debt of Holdings, the Borrower, the Restricted Subsidiaries and FTS and each of its Subsidiaries set forth on Schedule 9.1, along with all associated UCC termination statements or other termination statements with respect to any related filings, in each case in form and substance satisfactory to the Agent, and, (2) simultaneously or substantially concurrently with the funding of the initial BorrowingBorrowing under this Agreement (i) all principal, subject to Section 8.29accrued and unpaid interest, fees, premium, if any, and other amounts outstanding as set forth on Schedule 9.1 (in each case, other than contingent indemnification obligations not then due and payable and that by their terms expressly survive the termination of the existing Debt of Holdings, the Existing Borrower and the Restricted Subsidiaries set forth on Schedule 9.1) shall be paid or repaid in full, (ii) all commitments to extend credit thereunder will be terminated, (iii) any security interest and guarantees in connection therewith shall be terminated and released and (iv) all of the “loan documents” (or such similar term as used therein) with respect to the existing Debt Refinancing of Holdings, the Borrower and the Restricted Subsidiaries set forth on Schedule 9.1, in each case, shall have been consummatedbe terminated and of no further force or effect (other than customary provisions therein that survive pursuant to the terms thereof). (fi) Availability, after After giving effect to the initial Borrowings on the date hereof, the issuance of any Letters of Credit issued on the date hereof and the consummation of the FTS Acquisition and the FTS Distribution and Contribution Transaction, (A) Liquidity on the Closing Date shall not be less than $15,000,00050,000,000 and (B) Availability on the Closing Date shall not be less than $20,000,000 and (ii) the Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing clause (i). (g) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information (including a fully executed IRS Form W-9 or other applicable tax form) about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (h) Since December 31, 20162020, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably be expected to have, a Material Adverse Effect. (i) The Borrower shall have delivered to the Agent a Borrowing Base Certificate for the month ending January 31, 20182022. (j) Substantially concurrently with the effectiveness of this Agreement, each of the conditions set forth in Section 9.1 of the Term Loan Credit Agreement shall have been satisfied or waived and 100% of the fundings under the Term Loan Credit Agreement shall have occurred. (k) No Default or Event of Default shall have occurred and be continuing before or immediately after giving effect to this Agreement and the initial Borrowings hereunder. (l) No Default or Event of Default (in each case, as defined under the Term Loan Credit Agreement) shall have occurred and be continuing before or immediately after giving effect to this Agreement and the borrowing of the Term Loan thereunder. (m) The Term Loan Agent shall have received the original stock certificates representing the pledged Stock constituting Collateral (to the extent such Stock is certificated and required to be delivered on the Closing Date under the Term Loan Credit Agreement) of the Borrower and its Restricted Subsidiaries, together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. (n) The Agent shall have completed a Field Examination received true, complete and correct copies of the Back Stop Note, the Closing Date Note and the Equify Bridge Financing Note, in each case, in form and substance reasonably acceptable to the Agent, and the applicable Obligors (or their designees) shall have received the full cash proceeds of the Back Stop Note, the Closing Date Note and the Equify Bridge Financing Note (to the extent that loans are made thereunder on the date hereof). (o) The Agent shall have received a true, complete and correct copy of the Subordinated Intercompany Note, which Subordinated Intercompany Note will be in form and substance reasonably acceptable to the Agent. (p) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date. (k) Each Date a Beneficial Ownership Certification from any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. Notwithstanding the foregoing, the obligations of (i) that certain Master Loan Agreement the Lenders to make Loans and Line of the Letter of Credit Note, dated as of October 10, 2016, between THRC Holdings, LLC, as the lender, and Manufacturing, as the borrower and (ii) that certain Master Loan Agreement and Line Issuer to issue Letters of Credit Notehereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 12.1) at or prior to 11:59 p.m., dated as of October 10New York City time, 2016, between Xxxxxx Xxxxx, as on the lender, and Manufacturing, as the borrower, have been terminated and the debt thereunder converted to Stock on terms reasonably satisfactory to the Agent. Agreement Date (l) All amounts outstanding under that certain Promissory Note dated as of February 1, 2017, by and between Xxxxx Brothers, LLC, as lender, and ProFrac Manufacturing, LLC, as borrower, have been paid in full, such Promissory Note has been cancelled and the liens securing the obligations on account of such Promissory Note have been releasedand, in each casethe event such conditions are not so satisfied or waived, on terms reasonably satisfactory to the AgentCommitments shall terminate at such time).

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter of Credit Issuers to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic copies (followed promptly by originals if requested by Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor: (i) executed counterparts of this Agreement and Agreement, the Guarantee Agreement, the Security Agreement, the Initial Intercreditor Agreement, and Notes (to the extent requested by any Lender); (ii) each Security Document set forth on Schedule 1.5 (including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each Obligor thereto, together with (except as provided in such Security Documents): (A) [reserved]executed Intellectual Property Security Agreement(s) in substantially the form of Exhibit B to the Security Agreement; (B) evidence that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and (C) [reserved]executed Perfection Certificates; and (D) an executed Perfection Certificate and lien searches reasonably satisfactory to the Agent; (iii) certificates substantially in the form of Exhibit H for Holdings and the Borrower each Obligor which attach (A) resolutions or other equivalent action documentation, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (iv) an opinion from Xxxxx Xxxxxxx LLP and an opinion from The Xxxxxxx Law Firm, PC, counsel to the Obligors, addressed to the Agent and the Lenders as of the Closing Date; (v) a certificate, in the form of Exhibit G, attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the TransactionsTransactions consummated on the Closing Date, from the Chief Financial Officer of Holdings; (vi) a Notice of Borrowing relating to the initial Borrowing (if any); and (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of the Security Documents. (b) All fees and expenses required to be paid hereunder or pursuant to the Engagement LetterFee Letter described in clause (a) of the definition thereof, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date). (c) [Reserved]The Agent and Arrangers shall have received a true, correct and complete copy of the Term Loan Credit Agreement and each other material Term Loan Document, in each case, including all exhibits and schedules related thereto (including, for the avoidance of doubt, a true, correct and complete copy of that certain Security Agreement, dated as of the date hereof, among Holdings, Borrower, certain of their respective Subsidiaries, as Grantors and Term Loan Agent). (d) The Agent and Arrangers shall have received the Historical Financial Statements. (e1) Prior The Agent shall have received an executed payoff letter with respect to existing Debt of Holdings, the Borrower, the Restricted Subsidiaries and FTS and each of its Subsidiaries set forth on Schedule 9.1, along with all associated UCC termination statements or other termination statements with respect to any related filings, in each case in form and substance satisfactory to the Agent, and, (2) simultaneously or substantially concurrently with the funding of the initial BorrowingBorrowing under this Agreement (i) all principal, subject to Section 8.29accrued and unpaid interest, fees, premium, if any, and other amounts outstanding as set forth on Schedule 9.1 (in each case, other than contingent indemnification obligations not then due and payable and that by their terms expressly survive the termination of the existing Debt of Holdings, the Existing Borrower and the Restricted Subsidiaries set forth on Schedule 9.1) shall be paid or repaid in full, (ii) all commitments to extend credit thereunder will be terminated, (iii) any security interest and guarantees in connection therewith shall be terminated and released and (iv) all of the “loan documents” (or such similar term as used therein) with respect to the existing Debt Refinancing of Holdings, the Borrower and the Restricted Subsidiaries set forth on Schedule 9.1, in each case, shall have been consummatedbe terminated and of no further force or effect (other than customary provisions therein that survive pursuant to the terms thereof). (f) Availability, after (i) After giving effect to the initial Borrowings on the date hereof, the issuance of any Letters of Credit issued on the date hereof and the consummation of the FTS Acquisition and the FTS Distribution and Contribution Transaction, (A) Liquidity on the Closing Date shall not be less than $15,000,00050,000,000 and (B) Availability on the Closing Date shall not be less than $20,000,000 and (ii) the Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing clause (i). (g) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information (including a fully executed IRS Form W-9 or other applicable tax form) about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (h) Since December 31, 20162020, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably be expected to have, a Material Adverse Effect. (i) The Borrower shall have delivered to the Agent a Borrowing Base Certificate for the month ending January 31, 20182022. (j) Substantially concurrently with the effectiveness of this Agreement, each of the conditions set forth in Section 9.1 of the Term Loan Credit Agreement shall have been satisfied or waived and 100% of the fundings under the Term Loan Credit Agreement shall have occurred. (k) No Default or Event of Default shall have occurred and be continuing before or immediately after giving effect to this Agreement and the initial Borrowings hereunder. (l) No Default or Event of Default (in each case, as defined under the Term Loan Credit Agreement) shall have occurred and be continuing before or immediately after giving effect to this Agreement and the borrowing of the Term Loan thereunder. (m) The Term Loan Agent shall have received the original stock certificates representing the pledged Stock constituting Collateral (to the extent such Stock is certificated and required to be delivered on the Closing Date under the Term Loan Credit Agreement) of the Borrower and its Restricted Subsidiaries, together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. (n) The Agent shall have completed a Field Examination received true, complete and correct copies of the Back Stop Note, the Closing Date Note and the Equify Bridge Financing Note, in each case, in form and substance reasonably acceptable to the Agent, and the applicable Obligors (or their designees) shall have received the full cash proceeds of the Back Stop Note, the Closing Date Note and the Equify Bridge Financing Note (to the extent that loans are made thereunder on the date hereof). (o) The Agent shall have received a true, complete and correct copy of the Subordinated Intercompany Note, which Subordinated Intercompany Note will be in form and substance reasonably acceptable to the Agent. (p) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date. (k) Each Date a Beneficial Ownership Certification from any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. Notwithstanding the foregoing, the obligations of (i) that certain Master Loan Agreement the Lenders to make Loans and Line of the Letter of Credit Note, dated as of October 10, 2016, between THRC Holdings, LLC, as the lender, and Manufacturing, as the borrower and (ii) that certain Master Loan Agreement and Line Issuer to issue Letters of Credit Notehereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 12.1) at or prior to 11:59 p.m., dated as of October 10New York City time, 2016, between Xxxxxx Xxxxx, as on the lender, and Manufacturing, as the borrower, have been terminated and the debt thereunder converted to Stock on terms reasonably satisfactory to the Agent. Agreement Date (l) All amounts outstanding under that certain Promissory Note dated as of February 1, 2017, by and between Xxxxx Brothers, LLC, as lender, and ProFrac Manufacturing, LLC, as borrower, have been paid in full, such Promissory Note has been cancelled and the liens securing the obligations on account of such Promissory Note have been releasedand, in each casethe event such conditions are not so satisfied or waived, on terms reasonably satisfactory to the AgentCommitments shall terminate at such time).

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter of Credit Issuers to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: : (accvii) (ccviii) The Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or electronic copies (followed promptly by originals if requested by Agentoriginals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor: (iA) executed counterparts of this Agreement and the Guarantee Agreement; (iiB) each Security Document set forth on Schedule 1.5 of the Original Credit Agreement (including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each Obligor thereto, together with (except as provided in such Security Documents): (Aa) [reserved]certificates, if any, representing the pledged Stock referred to therein for the Borrower and Wholly Owned Restricted Subsidiaries (other than Excluded Stock) organized under the laws of the United States and not constituting Immaterial Subsidiaries and accompanied by undated stock powers executed in blank and instruments evidencing the pledged debt referred to therein endorsed in blank; (Bb) evidence that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and (Cc) [reserved]; and (D) an executed Perfection Certificate and lien searches arrangements reasonably satisfactory to the Agent; (iii) certificates substantially in the form of Exhibit H for Holdings and the Borrower which attach (A) resolutions or other equivalent action documentation, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (iv) an opinion from Xxxxx Xxxxxxx LLP and an opinion from The Xxxxxxx Law Firm, PC, counsel to the Obligors, addressed to the Agent and the Lenders as of the Closing Date; (v) a certificate, in the form of Exhibit G, attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of Holdings; (vi) a Notice of Borrowing relating to the initial Borrowing (if any); and (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of the Security Documents. (b) All fees and expenses required to be paid hereunder or pursuant to the Engagement Letter, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date). (c) [Reserved]. (d) The Agent and Arrangers shall have received the Historical Financial Statements. (e) Prior to or concurrently with the initial Borrowing, subject to Section 8.29, the Existing Debt Refinancing shall have been consummated. (f) Availability, after giving effect to the initial Borrowings on the date hereof, on the Closing Date shall not be less than $15,000,000. (g) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (h) Since December 31, 2016, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably be expected to have, a Material Adverse Effect. (i) The Borrower shall have delivered to the Agent a Borrowing Base Certificate made for the month ending January 31execution, 2018. (j) The Agent shall have completed a Field Examination of the Obligors at least three Business Days prior to the Closing Date. (k) Each of (i) that certain Master Loan Agreement delivery and Line of Credit Note, dated as of October 10, 2016, between THRC Holdings, LLC, as the lender, and Manufacturing, as the borrower and (ii) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between Xxxxxx Xxxxx, as the lender, and Manufacturing, as the borrower, have been terminated and the debt thereunder converted to Stock on terms reasonably satisfactory to the Agent. (l) All amounts outstanding under that certain Promissory Note dated as of February 1, 2017, by and between Xxxxx Brothers, LLC, as lender, and ProFrac Manufacturing, LLC, as borrower, have been paid in full, such Promissory Note has been cancelled and the liens securing the obligations on account filing of such Promissory Note have been released, in each case, on terms reasonably satisfactory to the Agent.Security Documents; and

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter of Credit Issuers to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or electronic copies (followed promptly by originals if requested by Agentoriginals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor: (i) executed counterparts of this Agreement and the Guarantee Agreement; (ii) each Security Document set forth on Schedule 1.5 of the Original Credit Agreement (including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each Obligor thereto, together with (except as provided in such Security Documents): (A) [reserved]certificates, if any, representing the pledged Stock referred to therein for the Borrower and Wholly Owned Restricted Subsidiaries (other than Excluded Stock) organized under the laws of the United States and not constituting Immaterial Subsidiaries and accompanied by undated stock powers executed in blank and instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and (C) [reserved]arrangements reasonably satisfactory to the Agent shall have been made for the execution, delivery and filing of such Security Documents; and (D) an executed Perfection Certificate and lien searches reasonably satisfactory to the Agent; (iii) certificates substantially in the form of Exhibit H for Holdings and the Borrower which attach (A) resolutions or other equivalent action documentation, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (iv) an opinion from Xxxxx Xxxxxx & Xxxxxxx LLP and an opinion from The Xxxxxxx Law Firm, PCLLP, counsel to the Obligors, addressed to the Agent and the Lenders as of the Closing Date; (v) a certificate, in the form of Exhibit G, attesting to the Solvency of Holdings the Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of Holdingsthe Borrower; (vi) a Notice of Borrowing relating to the initial Borrowing (if any); and (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of the Security Documents. (b) All fees and expenses required to be paid hereunder or pursuant to the Engagement LetterLetter (as defined in the Original Credit Agreement), in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date). (c) [Reserved]Prior to or simultaneously with the initial Borrowing, the initial public offering of the common stock of Holdings shall have been consummated. (d) The Agent and Arrangers shall have received the Historical Financial StatementsStatements (as defined in the Original Credit Agreement). (e) Prior to or concurrently simultaneously with the initial Borrowing, subject to Section 8.29, the Existing Debt Refinancing (as defined in the Original Credit Agreement) shall have been consummated. (f) Availability, after giving effect to the initial Borrowings on the date hereof, Availability on the Closing Date shall not be less than $15,000,00070,000,000. (g) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (h) Since December 31, 2016, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably be expected to have, a Material Adverse Effect. (i) The Borrower shall have delivered to the Agent a Borrowing Base Certificate for the month ending January 31February 28, 20182017. (j) The Agent shall have completed a Field Examination of the Obligors field examination at least three (3) Business Days prior to the Closing Date. (k) Each The Agent shall have received the consolidated audited balance sheet, income statement and cash flow statement of (i) that certain Master Loan Agreement the Consolidated Parties and, if different, Holdings, the Borrower and Line of Credit Note, dated as of October 10its Restricted Subsidiaries for the fiscal year ending December 31, 2016, between THRC Holdings, LLC, as the lender, and Manufacturing, as the borrower and (ii) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between Xxxxxx Xxxxx, as the lender, and Manufacturing, as the borrower, have been terminated and the debt thereunder converted to Stock on terms reasonably satisfactory to the Agent. (l) All amounts outstanding under that certain Promissory Note dated as of February 1, 2017, by and between Xxxxx Brothers, LLC, as lender, and ProFrac Manufacturing, LLC, as borrower, have been paid in full, such Promissory Note has been cancelled and the liens securing the obligations on account of such Promissory Note have been released, in each case, on terms reasonably satisfactory to the Agent.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter of Credit Issuers to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or electronic copies (followed promptly by originals if requested by Agentoriginals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor: (i) executed counterparts of this Agreement, the Guarantee Agreement and the Guarantee Intercreditor Agreement; (ii) each Security Document set forth on Schedule 1.5 (including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each Obligor thereto, together with (except as provided in such Security Documents): ) certificates, if any, representing the pledged Stock referred to therein for Wholly Owned Restricted Subsidiaries (Aother than Excluded Stock) [reserved]; (B) organized under the laws of the United States and not constituting Immaterial Subsidiaries and accompanied by undated stock powers executed in blank and instruments evidencing the pledged debt referred to therein endorsed in blank; and evidence that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and (C) [reserved]; and (D) an executed Perfection Certificate and lien searches reasonably satisfactory to the Agent; (iii) certificates substantially in the form of Exhibit H for Holdings and the Borrower and each Guarantor which attach (A) resolutions or other equivalent action documentation, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (iv) an opinion from (A) Xxxxxx & Xxxxxxx, LLP, counsel to the Obligors and (B) Xxxxx Xxxxxxx LLP and an opinion from The Xxxxxxx Law FirmXxXxxxx LLP, PC, Indiana counsel to the Obligors, each addressed to the Agent and the Lenders as of the Closing Date; (v) a certificate, in the form of Exhibit G, attesting to the Solvency of Holdings the Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of Holdings;the Borrower; and (vi) a Notice of Borrowing relating to the initial Borrowing (if any); and (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of the Security DocumentsBorrowing. (b) All fees and expenses required to be paid hereunder or pursuant to the Engagement Fee Letter, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date). (c) [Reserved]Prior to or simultaneously with the initial Borrowing, (i) the Contribution Amount shall have been contributed to the Borrower and (ii) the Acquisition shall be consummated in accordance with the terms of the Merger Agreement, without giving effect to any modifications, amendments, consents, waivers or requests by the Borrower (or its Affiliate) under the Merger Agreement that are material and adverse to the Lenders or the Arrangers in their capacities as such, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned). (d) The Agent and Arrangers shall have received (i) the Historical Financial Statements and (iii) the Pro Forma Financial Statements. (e) Prior to or concurrently simultaneously with the initial Borrowing, subject to Section 8.29Borrowing and the consummation of the Initial Merger, the Existing Debt Refinancing shall have been consummated. (f) Availability, after giving effect to The Specified Representations and the initial Borrowings Specified Purchase Agreement Representations shall be true and correct in all material respects on the date hereof, on and as of the Closing Date shall not be less than $15,000,000Date. (g) The Agent and the Arrangers shall have received (i) at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT ActAct and (ii) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, if requested by the Agent, a Beneficial Owner Certification in relation to the Borrower , at least three business days prior to the Closing Date. (h) Since December 31Except as set forth on Schedule 4.25 to the Merger Agreement, 2016since April 7, 2019, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or no Material Adverse Effect (as defined in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably be expected to have, a Material Adverse EffectMerger Agreement). (i) The Borrower shall have delivered to the Agent and the Co-Collateral Agents a Borrowing Base Certificate for the month ending January 31, 2018Certificate. (j) The Agent shall have completed a Field Examination of the Obligors at least three Business Days prior to the Closing Date. (k) Each of (i) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between THRC Holdings, LLC, as the lender, and Manufacturing, as the borrower and (ii) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between Xxxxxx Xxxxx, as the lender, and Manufacturing, as the borrower, have been terminated and the debt thereunder converted to Stock on terms reasonably satisfactory to the Agent. (l) All amounts outstanding under that certain Promissory Note dated as of February 1, 2017, by and between Xxxxx Brothers, LLC, as lender, and ProFrac Manufacturing, LLC, as borrower, have been paid in full, such Promissory Note has been cancelled and the liens securing the obligations on account of such Promissory Note have been released, in each case, on terms reasonably satisfactory to the Agent.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter of Credit Issuers to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or electronic copies (followed promptly by originals if requested by Agentoriginals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor: (i) executed counterparts of this Agreement and the Guarantee Agreement; (ii) each Security Document set forth on Schedule 1.5 (including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each Obligor thereto, together with (except as provided in such Security Documents): (A) [reserved]certificates, if any, representing the pledged Stock referred to therein for the Borrower and Wholly Owned Restricted Subsidiaries (other than Excluded Stock) organized under the laws of the United States and not constituting Immaterial Subsidiaries and accompanied by undated stock powers executed in blank and instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and (C) [reserved]arrangements reasonably satisfactory to the Agent shall have been made for the execution, delivery and filing of such Security Documents; and (D) an executed Perfection Certificate and lien searches reasonably satisfactory to the Agent; (iii) certificates substantially in the form of Exhibit H for Holdings and the Borrower which attach (A) resolutions or other equivalent action documentation, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (iv) an opinion from Xxxxx Xxxxxx & Xxxxxxx LLP and an opinion from The Xxxxxxx Law Firm, PCLLP, counsel to the Obligors, addressed to the Agent and the Lenders as of the Closing Date; (v) a certificate, in the form of Exhibit G, attesting to the Solvency of Holdings the Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of Holdingsthe Borrower; (vi) a Notice of Borrowing relating to the initial Borrowing (if any); and (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of the Security Documents. (b) All fees and expenses required to be paid hereunder or pursuant to the Engagement Letter, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date). (c) [Reserved]Prior to or simultaneously with the initial Borrowing, the initial public offering of the common stock of Holdings shall have been consummated. (d) The Agent and Arrangers shall have received the Historical Financial Statements. (e) Prior to or concurrently simultaneously with the initial Borrowing, subject to Section 8.29, the Existing Debt Refinancing shall have been consummated. (f) Availability, after giving effect to the initial Borrowings on the date hereof, Availability on the Closing Date shall not be less than $15,000,00070,000,000. (g) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (h) Since December 31, 2016, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably be expected to have, a Material Adverse Effect. (i) The Borrower shall have delivered to the Agent a Borrowing Base Certificate for the month ending [January 31], 20182017. (j) The Agent shall have completed a Field Examination of the Obligors field examination at least three (3) Business Days prior to the Closing Date. (k) Each The Agent shall have received the consolidated audited balance sheet, income statement and cash flow statement of (i) that certain Master Loan Agreement the Consolidated Parties and, if different, Holdings, the Borrower and Line of Credit Note, dated as of October 10its Restricted Subsidiaries for the fiscal year ending December 31, 2016, between THRC Holdings, LLC, as the lender, and Manufacturing, as the borrower and (ii) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between Xxxxxx Xxxxx, as the lender, and Manufacturing, as the borrower, have been terminated and the debt thereunder converted to Stock on terms reasonably satisfactory to the Agent. (l) All amounts outstanding under that certain Promissory Note dated as of February 1, 2017, by and between Xxxxx Brothers, LLC, as lender, and ProFrac Manufacturing, LLC, as borrower, have been paid in full, such Promissory Note has been cancelled and the liens securing the obligations on account of such Promissory Note have been released, in each case, on terms reasonably satisfactory to the Agent.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter of Credit Issuers to issue any Letter of Credit on the Closing Date, are Date is subject to the satisfaction (or waiver in writing by the Agent and the ArrangersAgent) of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic copies (followed promptly by originals if requested by Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor: (i) executed counterparts of this Agreement and Agreement, the Guarantee Agreement, the Security Agreement, the ABL Intercreditor Agreement, the Agency Fee Letter and Notes (to the extent requested by any Lender); (ii) each Security Document set forth on Schedule 1.5 (including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each Obligor thereto, together with (except as provided in such Security Documents): (A) [reserved]executed Intellectual Property Security Agreement(s) in substantially the form of Exhibit B to the Security Agreement; (B) evidence that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and; (C) [reserved]an executed Perfection Certificate; and (D) an executed Perfection Certificate and lien searches reasonably satisfactory to the Agent; (iii) certificates substantially in the form of Exhibit H G for Holdings and the Borrower which attach (A) resolutions or other equivalent action documentation, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (iv) an opinion from Xxxxx Xxxxxxx LLP and an opinion from The Xxxxxxx Law Firm, PC, each counsel to the Obligors, addressed to the Agent and the Lenders as of the Closing Date; (v) a certificate, in the form of Exhibit GF, attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of Holdings; (vi) a Notice of Borrowing relating to the initial Borrowing (if any)of the Term Loans; and (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of the Security Documents. (b) All fees and expenses required to be paid hereunder or pursuant to the Engagement Letter or the Agency Fee Letter, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date). (c) [Reserved]The Agent and Arrangers shall have received a true, correct and complete copy of the ABL Credit Agreement and each other material Loan Document (as defined in the ABL Credit Agreement), in each case, including all exhibits and schedules related thereto (including, for the avoidance of doubt, a true, correct and complete copy of that certain Amended and Restated Security Agreement, dated as of the date hereof, among Holdings, Borrower, certain of their respective Subsidiaries, as Grantors and ABL Collateral Agent). (d) The Agent and Arrangers shall have received the Historical Financial Statements. (e1) Prior The Agent shall have received an executed payoff letter with respect to the Secured Equify Loan and the Secured Equify Loan Documents, along with all associated UCC termination statements or other termination statements with respect to any related filings, in each case in form and substance satisfactory to the Agent, and, (2) simultaneously or substantially concurrently with the initial Borrowingfunding of the Initial Term Loans under this Agreement (i) all principal, subject accrued and unpaid interest, fees, premium, if any, and other amounts outstanding under the Secured Equify Loan Documents (other than contingent indemnification obligations not then due and payable and that by their terms expressly survive the termination of the Secured Equify Loan Documents) shall be paid or repaid in full, (ii) all commitments to Section 8.29extend credit thereunder will be terminated, (iii) any security interest and guarantees in connection therewith shall be terminated and released and (iv) all of the Existing Debt Refinancing Secured Equify Loan Documents shall have been consummatedbe terminated and of no further force or effect. (f) AvailabilitySimultaneously or substantially concurrently with the funding of the Initial Term Loans under this Agreement, after giving effect to the initial Borrowings on outstanding Revolving Loans (as defined in the date hereofABL Credit Agreement), on the Closing Date including any interest and other amounts then due and payable with respect thereto, shall not be less than $15,000,000paid in full. (g) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (h) Since December 31, 2016, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably be expected to have, a Material Adverse Effect. (i) The Borrower No Default or Event of Default shall have delivered occurred and be continuing before or immediately after giving effect to this Agreement and the Agent a Borrowing Base Certificate for borrowing of the month ending January 31, 2018Term Loans hereunder. (j) No Default or Event of Default (in each case, as defined under the ABL Credit Agreement) shall have occurred and be continuing before or immediately after giving effect to this Agreement and the borrowing of the Term Loans hereunder. (k) The Collateral Agent shall have completed a Field Examination received the original stock certificates representing the pledged Stock (to the extent such Stock is certificated) of the Obligors Borrower and its Restricted Subsidiaries, together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. (l) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing DateDate a Beneficial Ownership Certification from any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (k) Each of (i) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between THRC Holdings, LLC, as the lender, and Manufacturing, as the borrower and (ii) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between Xxxxxx Xxxxx, as the lender, and Manufacturing, as the borrower, have been terminated and the debt thereunder converted to Stock on terms reasonably satisfactory to the Agent. (l) All amounts outstanding under that certain Promissory Note dated as of February 1, 2017, by and between Xxxxx Brothers, LLC, as lender, and ProFrac Manufacturing, LLC, as borrower, have been paid in full, such Promissory Note has been cancelled and the liens securing the obligations on account of such Promissory Note have been released, in each case, on terms reasonably satisfactory to the Agent.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter of Credit Issuers to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or electronic copies (followed promptly by originals if requested by Agentoriginals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor: (i) executed counterparts of this Agreement and the Guarantee Agreement; (ii) each Security Document set forth on Schedule 1.5 (including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each Obligor thereto, together with (except as provided in such Security Documents): (A) [reserved]certificates, if any, representing the pledged Stock referred to therein for the Borrower and Wholly Owned Restricted Subsidiaries (other than Excluded Stock) organized under the laws of the United States and not constituting Immaterial Subsidiaries and accompanied by undated stock powers executed in blank and instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and (C) [reserved]arrangements reasonably satisfactory to the Agent shall have been made for the execution, delivery and filing of such Security Documents; and (D) an executed Perfection Certificate and lien searches reasonably satisfactory to the Agent; (iii) certificates substantially in the form of Exhibit H for Holdings and the Borrower which attach (A) resolutions or other equivalent action documentation, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (iv) an opinion from Xxxxx Xxxxxx & Xxxxxxx LLP and an opinion from The Xxxxxxx Law Firm, PCLLP, counsel to the Obligors, addressed to the Agent and the Lenders as of the Closing Date; (v) a certificate, in the form of Exhibit G, attesting to the Solvency of Holdings the Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of Holdingsthe Borrower; (vi) a Notice of Borrowing relating to the initial Borrowing (if any); and (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of the Security Documents. (b) All fees and expenses required to be paid hereunder or pursuant to the Engagement Letter, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date). (c) [Reserved]Prior to or simultaneously with the initial Borrowing, the initial public offering of the common stock of Holdings shall have been consummated. (d) The Agent and Arrangers shall have received the Historical Financial Statements. (e) Prior to or concurrently simultaneously with the initial Borrowing, subject to Section 8.29, the Existing Debt Refinancing shall have been consummated. (f) Availability, after giving effect to the initial Borrowings on the date hereof, Availability on the Closing Date shall not be less than $15,000,00070,000,000. (g) The Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (h) Since December 31, 2016, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably be expected to have, a Material Adverse Effect. (i) The Borrower shall have delivered to the Agent a Borrowing Base Certificate for the month ending January 31February 28, 20182017. (j) The Agent shall have completed a Field Examination of the Obligors field examination at least three (3) Business Days prior to the Closing Date. (k) Each The Agent shall have received the consolidated audited balance sheet, income statement and cash flow statement of (i) that certain Master Loan Agreement the Consolidated Parties and, if different, Holdings, the Borrower and Line of Credit Note, dated as of October 10its Restricted Subsidiaries for the fiscal year ending December 31, 2016, between THRC Holdings, LLC, as the lender, and Manufacturing, as the borrower and (ii) that certain Master Loan Agreement and Line of Credit Note, dated as of October 10, 2016, between Xxxxxx Xxxxx, as the lender, and Manufacturing, as the borrower, have been terminated and the debt thereunder converted to Stock on terms reasonably satisfactory to the Agent. (l) All amounts outstanding under that certain Promissory Note dated as of February 1, 2017, by and between Xxxxx Brothers, LLC, as lender, and ProFrac Manufacturing, LLC, as borrower, have been paid in full, such Promissory Note has been cancelled and the liens securing the obligations on account of such Promissory Note have been released, in each case, on terms reasonably satisfactory to the Agent.