Common use of Amendments to Certain Documents Clause in Contracts

Amendments to Certain Documents. Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (A) and (B), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. Holdings and the (a) The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, amend its certificate of incorporation (including any provisions or resolutions relating to Capital Stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in a manner that would be adverse in any material respect to the Lenders. The Borrower shall not, through merger or otherwise, reincorporate under the laws of a jurisdiction other than a State of the United States or the District of Columbia. (b) The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, amend or modify or grant any waiver or release under any Specified Material Contract, if such amendment, modification, waiver or release would be adverse in any material respect to the Lenders (including by affecting the assignability of any such contract or agreement in a manner that would have a material and adverse effect on the rights of the Secured Parties in the Collateral (including in such agreement and other credit support as Collateral)); provided that (i) amendments, waivers and consents under multiple Specified Material Contracts entered into substantially contemporaneously shall be viewed taken as a whole and (ii) upon and following consummation of the Take-In Transaction, any Specified Material Contract between CCR or any of its Subsidiaries, on the one hand, and the Borrower or any of its Subsidiaries (other than CCR and its Subsidiaries), on the other hand, may be terminated or (to the extent CCR or the applicable Subsidiary of CCR is (and will be following such waiver, amendment, supplement or modification) a Guarantor) waived, amended, supplemented or otherwise modified. (c) The Borrower shall not, and shall not cause or permit any Restricted Subsidiaries to amendSubsidiary to, amend or modify or change grant any waiver or release under any Material Contract (other than any Specified Material Contract), if such amendment, modification, waiver or release affects the assignability of any such contract or agreement in a manner that would have a material and adverse effect on the rights of the Secured Parties in the Collateral (including in such agreement as Collateral) or could reasonably be expected to result in a Material Adverse Change; provided that (i) amendments, waivers and consents under multiple Material Contracts entered into substantially contemporaneously shall be viewed taken as a whole and (ii) upon and following consummation of the Take-In Transaction, any Material Contract between CCR or any of its Subsidiaries, on the one hand, and the Borrower or any of its Subsidiaries (other than CCR and its Subsidiaries), on the other hand, may be terminated or (to the extent CCR or the applicable Subsidiary of CCR is (and will be following such waiver, amendment, supplement or modification) a Guarantor) waived, amended, supplemented or otherwise modified. (d) The Borrower shall not, and shall not cause or permit any Subsidiary to, amend or modify or grant any waiver or release under (x) prior to the consummation of the Take-In Transaction, (i) the partnership agreement of CCR or any charter or other organizational documents of CCR GP, or (ii) any Affiliated Company Loan Document or (y) any agreement governing or evidencing any Specified Junior Obligation, in each case in any manner that is materially would be adverse in any material respect to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (A) and (B), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (Ai) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (Bii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (Ai) and (Bii), any amendmentamendments, modification modifications or change changes thereto after the date hereof that (A) increase to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (yB) changing change to any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or therein, and (C) of the Holdings LLC Agreement [reserved] (including, for the avoidance of doubt, in the case of each of clauses (x), (yA) and (zB), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above)Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement). (b) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change any term or condition of the Closing Date Note, the Back Stop Note or the Equify Bridge Financing Note, in each case, which would (i) have the effect of increasing the amount of principal (other than with respect to any paid in kind interest) outstanding thereunder, (ii) require the payment of any interest on anything other than an “in kind” basis, (iii) provide for any amortization of principal or any scheduled or other mandatory prepayments on any date prior to the Stated Termination Date (as in effect on the Closing Date) other than any prepayments thereunder that are permitted to be made pursuant to Section 8.13(b), (iv) include any financial maintenance covenants, (v) include any covenants or events of default, in each case, that are more restricted or onerous with respect to Holdings and its Restricted Subsidiaries than the covenants and events of default in this Agreement (as determined in good faith by senior management of Holdings), (vi) include any restrictions on the ability of Holdings or any of its Subsidiaries to guarantee the Obligations or to pledge assets as collateral security for the Obligations or (vii) include any prohibition on the prior prepayment of the Obligations. (c) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, restate, supplement, modify or change in any manner, or enter into any waivers or consents, in each case after the First Amendment Effective Date that is materially adverse to the interests of the Lenders with respect to any term or condition of the (i) Signal Peak Acquisition Documents and (ii) U.S. Well Merger Documents, in each case, without the consent of the Required Lenders.

Amendments to Certain Documents. Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement Agreement, the Monarch Acquisition Seller Debt (in the case of the Monarch Acquisition Seller Debt, after the Third Amendment Effective Date), the REV Energy Acquisition Seller Debt (in the case of the REV Energy Acquisition Seller Debt, after the Third Amendment Effective Date) or any documentation governing Junior Debt or (BBii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (AAi) and (BBii), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (Ai) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (Bii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (Ai) and (Bii), any amendmentamendments, modification modifications or change changes thereto after the date hereof that (A) increase to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (yB) changing change to any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or therein, and (C) of the Holdings LLC Agreement [reserved] (including, for the avoidance of doubt, in the case of each of clauses (x), (yA) and (zB), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above)Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement). (b) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change any term or condition of the Closing Date Note, the Back Stop Note or the Equify Bridge Financing Note, in each case, which would (i) have the effect of increasing the amount of principal (other than with respect to any paid in kind interest) outstanding thereunder, (ii) require the payment of any interest on anything other than an “in kind” basis, (iii) provide for any amortization of principal or any scheduled or other mandatory prepayments on any date prior to the Stated Termination Date (as in effect on the Closing Date) other than any prepayments thereunder that are permitted to be made pursuant to Section 8.13(b), (iv) include any financial maintenance covenants, (v) include any covenants or events of default, in each case, that are more restricted or onerous with respect to Holdings and its Restricted Subsidiaries than the covenants and events of default in this Agreement (as determined in good faith by senior management of Holdings), (vi) include any restrictions on the ability of Holdings or any of its Subsidiaries to guarantee the Obligations or to pledge assets as collateral security for the Obligations or (vii) include any prohibition on the prior prepayment of the Obligations.

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (Ai) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Mxxxxx Acquisition Agreement and the other West Mxxxxx Acquisition Documents or any documentation governing Junior Debt or (Bii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (Ai) and (Bii), any amendmentamendments, modification modifications or change changes thereto after the date hereof that (A) increase to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (yB) changing change to any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or therein, and (C) of the Holdings LLC Agreement [reserved] (including, for the avoidance of doubt, in the case of each of clauses (x), (yA) and (zB), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above)Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or 322 323 distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement). (b) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change any term or condition of the Closing Date Note, the Back Stop Note or the Equify Bridge Financing Note, in each case, which would (i) have the effect of increasing the amount of principal (other than with respect to any paid in kind interest) outstanding thereunder, (ii) require the payment of any interest on anything other than an “in kind” basis, (iii) provide for any amortization of principal or any scheduled or other mandatory prepayments on any date prior to the Stated Termination Date (as in effect on the Closing Date) other than any prepayments thereunder that are permitted to be made pursuant to Section 8.13(b), (iv) include any financial maintenance covenants, (v) include any covenants or events of default, in each case, that are more restricted or onerous with respect to Holdings and its Restricted Subsidiaries than the covenants and events of default in this Agreement (as determined in good faith by senior management of Holdings), (vi) include any restrictions on the ability of Holdings or any of its Subsidiaries to guarantee the Obligations or to pledge assets as collateral security for the Obligations or (vii) include any prohibition on the prior prepayment of the Obligations. (c) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, restate, supplement, modify or change in any manner, or enter into any waivers or consents, (i) after the Second Amendment Effective Date that is materially adverse to the interests of the Lenders with respect to any term or condition of the (A) Signal Peak Acquisition Documents and (B) U.S. Well Merger Documents, (ii) after the Third Amendment Effective Date that is materially adverse to the interests of the Lenders with respect to any term or condition of the (A) REV Energy Acquisition Documents (other than the REV Energy Seller Financing Debt Documents) and (B) Monarch Acquisition Documents (other than the Monarch Acquisition Seller Financing Debt Documents) and (iii) after the Fourth Amendment Effective Date that is materially adverse to the interests of the Lenders with respect to any term or condition of the Performance Proppants Acquisition Documents (it being understood and agreed that any amendment, supplement or other modification to any Performance Proppants Acquisition Documents to reflect that Alpine is the “Purchaser” thereunder, shall not be deemed to be materially adverse to the interests of the Lenders and such amendment or modification shall not require the consent of the Required Lenders so long as Alpine is an Obligor at such time), in each case of the forgoing clauses (i) through (iii), without the written consent of the Required Lenders. Notwithstanding the foregoing, it is agreed and understood that any amendment, modification or change to: (1) the Monarch Acquisition Documents (other than the Monarch Acquisition Seller Financing Debt Documents) that has the effect of (A) increasing the purchase price (excluding the Monarch Acquisition Seller Financing Debt) of the Monarch Acquisition in an amount in excess of $87,500,000 (other than increases resulting from the closing date purchase price determination and the post-closing purchase price determination and adjustment, in each case, pursuant to the terms of the Monarch Acquisition Documents),

Amendments to Certain Documents. Holdings and the Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries to amend, restate, supplement, modify or otherwise change in (pursuant to a waiver or otherwise) the Subordination Agreement, any manner that is materially adverse to LC Procurement Document or the interests of LC Issuance Agreement other than (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreementsuch amendment, the Tax Receivable Agreement or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdingsrestatement, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (A) and (B), any amendmentsupplement, modification or other change which would not be adverse to any such documentation that has Credit Party, Agent, Arranger or any Lender and which does not involve the effect payment of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein a consent fee or (zii) changing any such amendment as may be necessary, if any, with respect to the terms Applicable Rate (as defined in the LC Procurement Agreement) and related provisions and definitions thereunder in order to provide for the payment of Section 4.6(b)(ii)(Ba LC Fee (as defined in the LC Procurement Agreement) or equal to the sum of the weighted average Applicable Margin (Cas defined in the Term B Credit Agreement), the Alternate Base Rate (with respect to the ABR Tranches (as defined in the LC Procurement Agreement) of ABR Borrowings), and the Holdings LLC Agreement Adjusted LIBO Rate (including, for with respect to the avoidance of doubt, Eurodollar Tranches (as defined in the case LC Procurement Agreement) of each of clauses (xEurodollar Borrowings), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse in effect under the Term B Credit Agreement after giving effect to the interests incurrence of Other Term Loans (as defined in the Term B Credit Agreement) in accordance with Section 2.22 of the Lenders)Term B Credit Agreement; provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), that no such amendment, modification modification, change, waiver, discharge or change shall be permitted termination shall, without the consent of each Lender, (a) extend the LC Release Date (as defined in the LC Procurement Agreement), or reduce the Fees (as defined in the LC Procurement Agreement) or extend the time of payment of any LC Procurement Agreement Obligations (as defined in the Term B Credit Agreement) (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the outstanding amount of Reimbursement Obligations (as defined in the Term B Credit Agreement), (b) release any Collateral (as defined in the LC Procurement Agreement), (c) amend, modify or waive any provision of Section 10.05 of the LC Procurement Agreement, or (d) consent to the extent that Holdings and assignment or transfer by LuxCo of any of its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement)rights thereunder.

Amendments to Certain Documents. Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement Agreement, the Monarch Acquisition Seller Debt (in the case of the Monarch Acquisition Seller Debt, after the Third Amendment Effective Date), the REV Energy Acquisition Seller Debt (in the case of the REV Energy Acquisition Seller Debt, after the Third Amendment Effective Date), the [**] (in the case of the [**], after the Fifth Amendment Effective Date) or any documentation governing Junior Debt or (Bii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (Ai) and (Bii), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. Holdings and the (a) The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, amend its certificate of its incorporation (including any provisions or resolutions relating to Capital Stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in a manner that would be adverse in any material respect to the Lenders. The Borrower shall not, through merger or otherwise, reincorporate under the laws of a jurisdiction other than a State of the United States or the District of Columbia. (b) The Borrower shall not, and shall not cause or permit any Restricted Subsidiaries to amendSubsidiary to, amend or modify or change grant any waiver or release under any Specified Material Contract, if such amendment, modification, waiver or release would be adverse in any material respect to the Lenders (including by affecting the assignability of any such contract or agreement in a manner that would have a material and adverse effect on the rights of the Secured Parties in the Collateral (including in such agreement and other credit support as Collateral)); provided that amendments, waivers and consents under multiple Specified Material Contracts entered into substantially contemporaneously shall be viewed taken as a whole. (c) The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, amend or modify or grant any waiver or release under any Material Contract (other than any Specified Material Contract), if such amendment, modification, waiver or release affects the assignability of any such contract or agreement in a manner that would have a material and adverse effect on the rights of the Secured Parties in the Collateral (including in such agreement as Collateral) or could reasonably be expected to result in a Material Adverse Change; provided that amendments, waivers and consents under multiple Material Contracts entered into substantially contemporaneously shall be viewed taken as a whole. (d) The Borrower shall not, and shall not cause or permit any Subsidiary to, amend or modify or grant any waiver or release under (x) the partnership agreement of CNXC or any charter or other organizational documents of CNXC GP, (y) any Affiliated Company Loan Document or (z) any agreement governing or evidencing any Specified Junior Obligation, in each case in any manner that is materially would be adverse in any material respect to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (A) and (B), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (Ai) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (Bii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (Ai) and (Bii), any amendmentamendments, modification modifications or change changes thereto after the date hereof that (A) increase to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (yB) changing change to any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or therein, and (C) of the Holdings LLC Agreement [reserved] (including, for the avoidance of doubt, in the case of each of clauses (x), (yA) and (zB), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above)Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement). (b) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change any term or condition of the Closing Date Note, the Back Stop Note or the Equify Bridge Financing Note, in each case, which would (i) have the effect of increasing the amount of principal (other than with respect to any paid in kind interest) outstanding thereunder, (ii) require the payment of any interest on anything other than an “in kind” basis, (iii) provide for any amortization of principal or any scheduled or other mandatory prepayments on any date prior to the Stated Termination Date (as in effect on the Closing Date) other than any prepayments thereunder that are permitted to be made pursuant to Section 8.13(b), (iv) include any financial maintenance covenants, (v) include any covenants or events of default, in each case, that are more restricted or onerous with respect to Holdings and its Restricted Subsidiaries than the covenants and events of default in this Agreement (as determined in good faith by senior management of Holdings), (vi) include any restrictions on the ability of Holdings or any of its Subsidiaries to guarantee the Obligations or to pledge assets as collateral security for the Obligations or (vii) include any prohibition on the prior prepayment of the Obligations. (c) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, restate, supplement, modify or change in any manner, or enter into any waivers or consents, in each case after the First Second Amendment Effective Date that is materially adverse to the interests of the Lenders with respect to any term or condition of the (i) Signal Peak Acquisition Documents and , (ii) U.S. Well Merger Documents and (iii) [**], in each case, without the written consent of the Required Lenders [**]. (d) [**].

Amendments to Certain Documents. Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement Agreement, the Monarch Acquisition Seller Debt (in the case of the Monarch Acquisition Seller Debt, after the Third Amendment Effective Date), the REV Energy Acquisition Seller Debt (in the case of the REV Energy Acquisition Seller Debt, after the Third Amendment Effective Date) or any documentation governing Junior Debt or (Bii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (Ai) and (Bii), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. Holdings and the Borrower Parent shall not, and shall not permit any Restricted Subsidiary to, amend or otherwise modify any of its Restricted Subsidiaries the documentation governing (a) the L/C Facility or Permitted Refinancing Indebtedness in respect thereof, (b) the Unsecured Notes or Permitted Refinancing Indebtedness in respect thereof, in each case to amendthe extent that any such amendment or other modification, modify or change in any manner that is taken as a whole, would be materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood acknowledged and agreed thatthat (x) any amendment to the provisions of Section 8.09 (financial covenant regarding liquidity) of the L/C Facility Credit Agreement, or any defined term used in such section or in other applicable defined terms, in any case to make it less restrictive on Borrowers, and (y) any amendment to the case documentation governing the Indebtedness described in either of each of the foregoing clauses (Aa) and (B)b) that restricts or modifies (in any manner adverse to the Lenders) any requirements to constitute a permitted refinancing of this Agreement or the Obligations hereunder from those in effect on the Closing Date, any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, shall be deemed to be materially adverse to the interests Lenders), (c) except as permitted by Section 6.1(k)(iii), any unsecured Indebtedness incurred pursuant to Section 6.1(k) to shorten the stated maturity of any such Indebtedness to be any date earlier than 91 days after the latest to occur of the Lenders); provided that, Maturity Date and the "Maturity Date" under and as defined in the case L/C Facility Credit Agreement or (d) any Subordinated Indebtedness incurred pursuant to Section 6.1(l) to amend or otherwise modify the subordination terms of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted Indebtedness in a manner adverse to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement)Lenders.

Amendments to Certain Documents. Holdings and the Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries to amend, modify modify, restate, supplement or otherwise change in (pursuant to a waiver or otherwise), the Subordination Agreement, any manner that is materially adverse to LC Procurement Document or the interests of LC Issuance Agreement other than (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreementsuch amendment, the Tax Receivable Agreement or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdingsrestatement, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (A) and (B), any amendmentsupplement, modification or other change which would not be adverse to any Payer Party or the Collateral Agent and which does not involve the payment of a consent fee or (ii) any such documentation amendment as may be necessary, if any, with respect to the Applicable Rate and related provisions and definitions hereunder in order to provide for the payment of a LC Fee equal to the sum of the weighted average Applicable Margin (as defined in the Term B Credit Agreement), the Alternate Base Rate (as defined in the Term B Credit Agreement) (with respect to the ABR Tranches of ABR Borrowings under the Term B Credit Agreement), and the Adjusted LIBO Rate (as defined in the Term B Credit Agreement) (with respect to the Eurodollar Tranches of Eurodollar Borrowings under the Term B Credit Agreement) after giving effect to the incurrence of Other Term Loans (as defined in the Term B Credit Agreement) in accordance with Section 2.22 of the Term B Credit Agreement; provided that has no such amendment, modification, change, waiver, discharge or termination shall, without the effect consent of the Collateral Agent, (xa) increasing extend the amountLC Release Date, rate or frequency reduce the Fees or extend the time of payment of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, LC Procurement Agreement Obligations (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, as defined in the case Term B Credit Agreement) (except in connection with the waiver of each applicability of clauses any post-default increase in interest rates), or reduce (xor forgive) the outstanding amount of Reimbursement Obligations (as defined in the Term B Credit Agreement), (yb) and release any Collateral, (z)c) amend, modify or waive any Distribution resulting therefrom)provision of Section 10.05, shall, in each case, be deemed to be materially adverse or (d) consent to the interests of the Lenders); provided that, in the case assignment or transfer by LuxCo of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement)rights thereunder.

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (Ai) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (Bii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (Ai) and (Bii), any amendmentamendments, modification modifications or change changes thereto after the date hereof that (A) increase to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (yB) changing change to any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or therein, and (C) of the Holdings LLC Agreement [reserved] (including, for the avoidance of doubt, in the case of each of clauses (x), (yA) and (zB), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above)Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement). (b) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change any term or condition of the Closing Date Note, the Back Stop Note or the Equify Bridge Financing Note, in each case, which would (i) have the effect of increasing the amount of principal (other than with respect to any paid in kind interest) outstanding thereunder, (ii) require the payment of any interest on anything other than an “in kind” basis, (iii) provide for any amortization of principal or any scheduled or other mandatory prepayments on any date prior to the Stated Termination Date (as in effect on the Closing Date) other than any prepayments thereunder that are permitted to be made pursuant to Section 8.13(b), (iv) include any financial maintenance covenants, (v) include any covenants or events of default, in each case, that are more restricted or onerous with respect to Holdings and its Restricted Subsidiaries than the covenants and events of default in this Agreement (as determined in good faith by senior management of Holdings), (vi) include any restrictions on the ability of Holdings or any of its Subsidiaries to guarantee the Obligations or to pledge assets as collateral security for the Obligations or (vii) include any prohibition on the prior prepayment of the Obligations. (c) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, restate, supplement, modify or change in any manner, or enter into any waivers or consents, in each case (i) after the Second Amendment Effective Date that is materially adverse to the interests of the Lenders with respect to any term or condition of the (iA) Signal Peak Acquisition Documents, (ii and (B) U.S. Well Merger Documents and (iii, and (ii) after the Third Amendment Effective Date that is materially adverse to the interests of the Lenders with respect to any term or condition of the (A) REV Energy Acquisition Documents (other than the REV Energy Seller Financing Debt Documents) and (B) Monarch Acquisition Documents (other than the Monarch Acquisition Seller Financing Debt Documents), in each case of the forgoing clauses (i) and (ii), without the written consent of the Required Lenders(it being understood and agreed that any amendment, modification or change to the Monarch Acquisition Documents that has the effect of (A) increasing the purchase price (excluding the Monarch Acquisition Seller Financing Debt) of the Monarch Acquisition in an amount in excess of $87,500,000 (other than increases resulting from the closing date purchase price determination and the post- closing purchase price determination and adjustment, in each case, pursuant to the terms of the Monarch Acquisition Documents), (B) the Borrower not, directly or indirectly, acquiring (x) 100% of the Equity Interests in Monarch Silica, (y) all of the DPW Real Property (other than the Reservation (as defined in the Monarch Real Property Purchase Agreement (as defined in the Second Amendment))) and (z) substantially all of the assets of Monarch Silica and its Subsidiaries as of the Second Amendment Effective Date (other than the Excluded Assets (as defined in the Monarch Membership Interest Acquisition Agreement (as defined in the Second Amendment))) or (C) other than with respect to any payments under (x) the Monarch Acquisition Seller Financing Debt or (y) the post-closing purchase price determination and adjustment contemplated by the Monarch Acquisition Documents, deferring any portion of the purchase price (including any earnout payments, contingent or otherwise) to after the Monarch Acquisition Closing Date, shall, in each case, be deemed to be materially adverse to the interests of the Lender). . Notwithstanding the foregoing, it is agreed and understood that any amendment, modification or change to (1) the Monarch Acquisition Documents (other than the Monarch Acquisition Seller Financing Debt Documents) that has the effect of (A) increasing the purchase price (excluding the Monarch Acquisition Seller Financing Debt) of the Monarch Acquisition in an amount in excess of $87,500,000 (other than increases resulting from the closing date purchase price determination and the post-closing purchase price determination and adjustment, in each case, pursuant to the terms of the Monarch Acquisition Documents), (B) the Borrower not, directly or indirectly, acquiring (x) 100% of the Equity Interests in Monarch Silica, (y) all of the DPW Real Property (other than the Reservation (as defined in the Monarch Real Property Purchase Agreement (as defined in the Second Amendment))) and (z) substantially all of the assets of Monarch Silica and its Subsidiaries on the Monarch Acquisition Closing Date (other than (i) the Excluded Assets (as defined in the Monarch Membership Interest Acquisition Agreement) and (ii) in Borrower’s discretion, the accounts receivable owed by Halliburton Company to Monarch Silica repurchased by Monarch Capital Holdings, LLC on or prior to the Monarch Acquisition Closing Date) or (C) other than with respect to (x) any payments under the Monarch Acquisition Seller Financing Debt (including by setoff) or (y) the post-closing purchase price determination and adjustment contemplated by the Monarch Acquisition Documents, deferring any portion of the purchase price (including any earnout payments, contingent or otherwise) to after the Monarch Acquisition Closing Date or (2) the REV Energy Acquisition Documents (other than the REV Energy Seller Financing Debt Documents) that has the effect of (A) increasing the aggregate Permitted Acquisition Consideration of the REV Acquisition in an amount in excess of $160,000,000 (other than increases resulting from the closing date purchase price determination and the post-closing purchase price determination and adjustment, in each case, pursuant to the terms of the REV Energy Acquisition Documents, but excluding any increase in the REV Energy Earnout in excess of the cap on the REV Energy Earnout set forth in the REV Energy Acquisition Documents as of the Third Amendment Effective Date), (B) the Borrower not, directly or indirectly, acquiring (x) 100% of the Equity Interests in REV Energy and (y) substantially all of the assets of REV Energy and its Subsidiaries, in each case, on the REV Energy Acquisition Closing Date (other than (i) any interests of REV Energy and its Subsidiaries in that action pending in District Court, Denver County, Colorado, Case No. 22CV31646, REV Energy Services, LLC v. EOG Resources, Inc. that is assigned pursuant to the Litigation Assignment (as defined in the REV Energy Acquisition Agreement and (ii) that certain Master Lease Agreement No. 2056999 between REV Energy Services, LLC and Avtech Capital, LLC, dated October 15, 2021 and Schedules REVE 001, REVE 002 and REVE 003 thereunder)) or (C) other than with respect to (x) any payments under the REV Energy Seller Financing Debt (including by setoff) and the REV Energy Earnout and (y) the post-closing purchase price determination and adjustment contemplated by the REV Energy Acquisition Documents, deferring any portion of the purchase price (including any other earnout payments, contingent or otherwise) to after the REV Energy Acquisition Closing Date, shall, in each case, be deemed to be materially adverse to the interests of the Lender for purposes of this Section 8.28(c). (d) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change any term or condition of the Monarch Acquisition Seller Financing Debt Documents to the extent that such amendment, modification or change is materially adverse to the interests of the Lenders without the written consent of the Required Lenders (it being understood and agreed that any amendment, modification or change to the Monarch Acquisition Seller Financing Debt Agreement that has the effect of (i) increasing the principal amount payable thereunder (excluding any costs or expenses that are capitalized and added to the principal amount thereof), (ii) increasing the amount of interest payable thereunder, (iii) implementing any financial maintenance covenants, (iv) implementing any restrictions on the ability of Holdings and its Subsidiaries (including Monarch Silica and its Subsidiaries) to guarantee the Obligations or to pledge assets as collateral security for the Obligations (other than restrictions relating to the priority of the Liens (on the assets of Monarch Silica and its Subsidiaries and the Stock issued by Monarch Silica) securing the Obligations), (v) implementing any prohibition on the prior repayment of any Obligations (other than from the proceeds of the assets of Monarch Silica and its Subsidiaries), and the Stock issued by Monarch Silica, including any insurance proceeds with respect to such assets), (vi) implementing any additional mandatory prepayments, altering the terms and conditions of any mandatory prepayments (the conditions of or amounts of), or any component thereof (but excluding (x) any waiver or extension of the due date of any mandatory prepayment, in whole or in part, or (y) any other modifications that have the effect of delaying payment or reducing the amount to be prepaid) or increasing the rate frequency of any payment or reimbursement requirement thereunder or (vii) altering any existing, or implementing any new, events of default, affirmative covenants or negative covenants (in each case, other than financial maintenance covenants) that, when taken as a whole, are more restrictive or onerous with respect to Monarch Silica and its Subsidiaries than the events of default, affirmative covenants and negative covenants (in each case, other than financial maintenance covenants) in this Agreement (as determined in good faith by senior management of the Borrower) shall, in each case, be deemed to be materially adverse to the interests of the Lenders). (e) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change any term or condition of the REV Energy Seller Financing Debt Documents to the extent that such amendment, modification or change is materially adverse to the interests of the Lenders without the written consent of the Required Lenders (it being understood and agreed that any amendment, modification or change to the REV Energy Seller Financing Debt Agreement that has the effect of (i) increasing the principal amount payable thereunder (excluding any costs or expenses that are capitalized and added to the principal amount thereof), (ii) increasing the amount of interest payable thereunder, (iii) implementing any financial maintenance covenants, (iv) implementing any restrictions on the ability of Holdings and its Subsidiaries (including REV Energy and its Subsidiaries) to guarantee the Obligations or to pledge assets as collateral security for the Obligations (other than restrictions relating to the priority of the Liens (on the assets of REV Energy and its Subsidiaries and the Stock issued by REV Energy) securing the Obligations), (v) implementing any prohibition on the prior repayment of any Obligations (other than from the proceeds of the assets of REV Energy and its Subsidiaries and the Stock issued by REV Energy, including any insurance proceeds with respect to such assets), (vi) implementing any additional mandatory prepayments, altering the terms and conditions of any mandatory prepayments (the conditions of or amounts of), or any component thereof (but excluding (x) any waiver or extension of the due date of any mandatory prepayment, in whole or in part, or (y) any other modifications that have the effect of delaying payment or reducing the amount to be prepaid) or increasing the rate frequency of any payment or reimbursement requirement thereunder (other than through a cashless setoff) or (vii) altering any existing, or implementing any new, events of default, affirmative covenants or negative covenants (in each case, other than financial maintenance covenants) that, when taken as a whole, are more restrictive or onerous with respect to REV Energy and its Subsidiaries than the events of default, affirmative covenants and negative covenants (in each case, other than financial maintenance covenants) in this Agreement (as determined in good faith by senior management of the Borrower) shall, in each case, be deemed to be materially adverse to the interests of the Lenders).

Amendments to Certain Documents. Holdings and the The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, amend its certificate of incorporation (including any provisions or resolutions relating to Capital Stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in a manner that would be adverse in any material respect to the Lenders. The Borrower shall not, through merger or otherwise, reincorporate under the laws of a jurisdiction other than a State of the United States or the District of Columbia. The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, amend or modify or grant any waiver or release under any Specified Material Contract, if such amendment, modification, waiver or release would be adverse in any material respect to the Lenders (including by affecting the assignability of any such contract or agreement in a manner that would have a Material and adverse effect on the rights of the Secured Parties in the Collateral (including in such agreement and other credit support as Collateral)); provided that (i) amendments, waivers and consents under multiple Specified Material Contracts entered into substantially contemporaneously shall be viewed taken as a whole and (ii) upon and following consummation of the Take-In Transaction, any Specified Material Contract between CCR or any of its Subsidiaries, on the one hand, and the Borrower or any of its Subsidiaries (other than CCR and its Subsidiaries), on the other hand, may be terminated or (to the extent CCR or the applicable Subsidiary of CCR is (and will be following such waiver, amendment, supplement or modification) a Guarantor) waived, amended, supplemented or otherwise modified.. The Borrower shall not, and shall not cause or permit any Restricted Subsidiaries to amendSubsidiary to, amend or modify or change grant any waiver or release under any Material Contract (other than any Specified Material Contract), if such amendment, modification, waiver or release affects the assignability of any such contract or agreement in a manner that would have a material and adverse effect on the rights of the Secured Parties in the Collateral (including in such agreement as Collateral) or could reasonably be expected to result in a Material Adverse Change; provided that (i) amendments, waivers and consents under multiple Material Contracts entered into substantially contemporaneously shall be viewed taken as a whole and (ii) upon and following consummation of the Take-In Transaction, any Material Contract between CCR or any of its Subsidiaries, on the one hand, and the Borrower or any of its Subsidiaries (other than CCR and its Subsidiaries), on the other hand, may be terminated or (to the extent CCR or the applicable Subsidiary of CCR is (and will be following such waiver, amendment, supplement or modification) a Guarantor) waived, amended, supplemented or otherwise modified.. The Borrower shall not, and shall not cause or permit any Subsidiary to, amend or modify or grant any waiver or release under (x) prior to the consummation of the Take-In Transaction, (i) the partnership agreement of CCR or any charter or other organizational documents of CCR GP, or (ii) any Affiliated Company Loan Document or (y) any agreement governing or evidencing any Specified Junior Obligation, in each case in any manner that is materially would be adverse in any material respect to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (A) and (B), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement Agreement, [**] or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (A) and (B), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).