Common use of Notices to the Agent Clause in Contracts

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least no later than ten (10) Business Days (or such longer period to which the Required Lenders Agent may agree in their its discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Multiemployer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral Accounts or Inventory of an Obligor makes a claim with respect to any such Collateral Accounts or Inventory but only if the Collateral Accounts or Inventory that are the subject to of such claim has have a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (mi) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto. Xxxxxxxx agrees to deliver a Borrowing Base Certificate as and when applicable pursuant to the provisions of clause (t) from the definition of “Permitted Dispositions” (set forth herein) and Sections 6.4(a), 8.9, 8.26, and 9.1(i), as applicable.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least no later than ten (10) Business Days (or such longer period to which the Required Lenders Agent may agree in their its discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Multiemployer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral Accounts or Inventory of an Obligor makes a claim with respect to any such Collateral Accounts or Inventory but only if the Collateral Accounts or Inventory that are the subject to of such claim has have a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed; provided that no such notice shall be required to the extent that no Debt, or commitments with respect thereto, are outstanding under Section 8.12(r) hereof. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto. Borrower agrees to deliver a Borrowing Base Certificate as and when applicable pursuant to the provisions of clause (t) from the definition of “Permitted Disposition” (set forth herein) and Sections 6.4(a), 8.9, 8.26, and 9.1(i), as applicable.

Notices to the Agent. The Borrower Holdings, the Borrowers or the Guarantors shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of the assertion by the holder of any claim, action, suit, or proceeding, by Debt of any Person, or any investigation by a Governmental Authority, in each case affecting Holdings Obligor or any of its Restricted their Subsidiaries and which would reasonably be expected to have in a Material Adverse Effectface amount in excess of $75,000,000, that a default exists with respect thereto or that any Obligor or any of their Subsidiaries is not in compliance with the terms thereof, or the threat in writing or the commencement by such holder of any enforcement action because of such asserted default or non-compliance. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (d) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, in each case which would reasonably be expected either to result in liability of any Obligor or any Subsidiary of any Obligor in an amount in excess of $75,000,000 or to have a Material Adverse Effect. (e) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting any Obligor or any of their Subsidiaries, which, in any case, would reasonably be expected to result in liability of any Obligor or any of their Subsidiaries in an amount in excess of $75,000,000 or to have a Material Adverse Effect. (f) Any change in any Obligor’s state or province of incorporation or organization, name as it appears in the state or province, as applicable, of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least ten days (or such shorter period to which the Agent may agree in its discretion) prior thereto. (g) Promptly, and in any event within five (5) Business Days, after a Responsible Officer of any Obligor or any ERISA Affiliate knows that an ERISA Event, a Pension Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred or may have occurred, that, alone or together, could reasonably be expected to have a Material Adverse Effect, and any action taken or threatened by the IRS, the CRA, the DOL the PBGC or the FSCO with respect thereto. (h) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within five (5) Business Days, after the filing thereof with the PBGC, the FSCO, the DOL, the IRS or the CRA as applicable, copies of the following: (i) Unless otherwise publicly disclosed in an each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or quarterly report the IRS with respect to each Plan; (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by the Borrower any Obligor or any Parent Entity ERISA Affiliate from the PBGC, the DOL or the IRS with respect to such request; and (iii) a copy of each other filing or notice filed with the SEC PBGC, the DOL, the FSCO, the CRA or the IRS, with respect to each Pension Plan by any Obligor or any ERISA Affiliate. (i) Upon request, copies of each actuarial report for any Pension Plan to the extent applicable and required by applicable law; and within five (5) Business Days, after receipt thereof by any Obligor or any ERISA Affiliate, copies of the following: (i) any notice of the PBGC’s or the FSCO’s intention to terminate a Pension Plan or to have an administrator, trustee or like body appointed to administer such Pension Plan; (ii) any unfavorable determination letter from the IRS or the CRA or the FSCO regarding the qualification of a Pension Plan under Section 401(a) of the Exchange ActCode or the PBA; or (iii) any notice from a Multi-employer Plan regarding the imposition of withdrawal liability. (j) Within five (5) Business Days after the occurrence of: (i) any change in the benefits of any existing Plan, promptly the establishment of any new Plan, or the commencement of contributions to any Plan to which any Obligor or any ERISA Affiliate was not previously contributing, which in any event increases any Obligor’s annual costs with respect thereto by an amount in excess of $75,000,000, or (ii) any failure by any Obligor or any ERISA Affiliate to make a required installment or any other required payment under Section 412 of the Code or the PBA on the due date for such installment or payment. (k) Within five (5) Business Days after a Responsible Officer of any Obligor or any ERISA Affiliate knows or has reason to know of any of the following: (i) a Multi-employer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan. (l) Promptly, and in any event within five (5) Business Days, after any material change change, or a Responsible Officer becoming aware of any pending material change, in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) . Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdingsthe applicable Obligor, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least no later than ten (10) Business Days (or such longer period to which the Required Lenders Agent may agree in their its discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Multiemployer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral Accounts or Inventory of an Obligor makes a claim with respect to any such Collateral Accounts or Inventory but only if the Collateral Accounts or Inventory that are the subject to of such claim has have a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed; provided that no such notice shall be required to the extent that no Debt, or commitments with respect thereto, are outstanding under Section 8.12(r) hereof. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto. Xxxxxxxx agrees to deliver a Borrowing Base Certificate as and when applicable pursuant to the provisions of clause (t) from the definition of “Permitted Disposition” (set forth herein) and Sections 6.4(a), 8.9, 8.26, and 9.1(i), as applicable.

Notices to the Agent. The Borrower Borrowers shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in Promptly after any event within five (5) Business Days, after a Responsible Officer of any Loan Party becoming aware of any Default or Event of Default.; (b) Promptly, and in Promptly after any event within five (5) Business Days, after a Responsible Officer of any Loan Party becoming aware of the assertion by the holder of any capital stock of any Loan Party or the holder of any Debt of any Loan Party in a face amount in excess of $20,000,000 that a default exists with respect thereto or that such Loan Party is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance; (c) Promptly after any Responsible Officer of any Loan Party becoming aware of any claim, event or circumstance which could reasonably be expected to have a Material Adverse Effect; (d) Promptly after any Responsible Officer of any Loan Party becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would could reasonably be expected to have a Material Adverse Effect.; (ce) Promptly, and in Promptly after any event within five (5) Business Days, after a Responsible Officer of any Loan Party becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the any Loan Party in a manner which could reasonably be expected to have a Material Adverse Effect; (f) Promptly after any Responsible Officer of any Loan Party becoming aware of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would Loan Party which could reasonably be expected to have a Material Adverse Effect.; (dg) Promptly after receipt by a Responsible Officer of any Loan Party of (i) any notice of any violation by any Loan Party of any Environmental Law or (ii) any writing from any Governmental Authority asserting that (x) any Loan Party is not in compliance with any Environmental Law or (y) any Loan Party is being investigated for its compliance with the Environmental Law, provided that any such violation, noncompliance or investigation could reasonably be expected to have a Material Adverse Effect; (h) Promptly after receipt by any Responsible Officer of any Loan Party of any written notice that the any Loan Party is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that any Loan Party is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, is reasonably likely to give rise to liability in excess of $20,000,000; (i) Promptly after receipt by a Responsible Officer of any Loan Party of any written notice of the imposition of any Environmental Lien against any property of any Loan Party securing an amount which could reasonably be expected to exceed $20,000,000; (i) Any change in Holdings’ or any ObligorLoan Party’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, state of incorporation or organization, type of entity, organizational identification number, or form of organization, each as applicabletrade names under which any Loan Party will sell Inventory or create Accounts, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree instruments in their discretion) after the occurrence payment of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.Accounts may

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings the Borrower or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings the Borrower or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least no later than ten (10) Business Days (or such longer period to which the Required Lenders Agent may agree in their its discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Multiemployer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, the Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings the Borrower or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral Accounts of an Obligor makes a claim for conversion with respect to any such Collateral but only if Accounts and the Collateral Accounts that are the subject to of such claim has have a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) 2,500,000. Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdingsthe Borrower, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower Each Loan Party shall notify the Agent in writing (for further distribution and the Agent will distribute such information to the Lenders) in writing of the following matters at the following times: (a) Promptly, and Promptly (but in any no event within five later than one (51) Business Days, Day) after a Responsible Officer becoming aware of any Default or Event of Default.; (b) Promptly, and Promptly (but in any no event within five later than three (53) Business Days) after becoming aware of the assertion by the holder of any preferred stock or similar equity interests of the Parent or of any Subsidiary thereof or the holder of any Debt of the Parent or any Subsidiary in a face amount in excess of $1,000,000 that a default exists with respect thereto or that the Parent or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance; (c) Promptly (but in no event later than three (3) Business Days) after a Responsible Officer becoming aware of any claim, event or circumstance which could reasonably by expected to have a Material Adverse Effect; (d) Promptly (but in no event later than three (3) Business Days) after becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would could reasonably be expected to have a Material Adverse Effect.; (ce) Promptly, and Promptly (but in any no event within five later than three (53) Business Days, ) after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law)pending or threatened strike, statutework stoppage, regulation, unfair labor practice claim or ordinance of a Governmental Authority other labor dispute affecting Holdings the Parent or any of its Restricted Subsidiaries, which, Subsidiaries in any case, would a manner which could reasonably be expected to have a Material Adverse Effect.; (df) Promptly (but in no event later than five (5) Business Days) after becoming aware of any violation of any law, statute, regulation or ordinance of a Governmental Authority affecting the Parent or any of its Subsidiaries which (i) could reasonably be expected to give rise to liability of $2,500,000 or more or (ii) with respect to those liabilities identified on the Closing Date Environmental Letter, could reasonably be expected to increase the liability in respect of any of such liabilities by $2,500,000 or more; (g) Promptly (but in no event later than five (5) Business Days) after receipt of any written notice of any violation by the Parent or any of its Subsidiaries of or any liability under any Environmental Law, or that any Governmental Authority has asserted in writing that the Parent or any Subsidiary thereof is not in compliance with any Environmental Law or is investigating the Parent's or such Subsidiary's compliance therewith which, in either case, (i) could reasonably be expected to give rise to liability of $2,500,000 or more or (ii) with respect to those liabilities identified on the Closing Date Environmental Letter, could reasonably be expected to increase the liability in respect of any such liabilities by $2,500,000 or more; (h) Promptly (but in no event later than five (5) Business Days) after receipt of any written notice that the Parent or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that the Parent or any Subsidiary thereof is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, (i) could reasonably be expected to give rise to liability of $2,500,000 or more or (ii) with respect to those liabilities identified on the Closing Date Environmental Letter, could reasonably be expected to increase the liability in respect of any of such liabilities by $2,500,000 or more; (i) Promptly (but in no event later than five (5) Business Days) after receipt of any written notice of the imposition of any Environmental Lien against any property of the Parent or any of its Subsidiaries; (j) Any change in Holdings’ or any Obligor’s state of incorporation or organization, a Loan Party's name as it appears in the state or other jurisdiction of its incorporation or other organization, state or other jurisdiction of incorporation or organization, type of entity, organizational identification number, locations of Collateral (other than (x) in the case of a U.S. Borrower or form U.S. Guarantor, Collateral of organizationsuch U.S. Borrower or U.S. Guarantor relocated to a location listed on Schedule I of the U.S. Security Agreement or a Collateral location listed on a prior written notice delivered by such U.S. Borrower or U.S. Guarantor to the Agent under this clause (j) and (y) in the case of the Canadian Borrower or a Canadian Guarantor, each as applicableCollateral of the Canadian Borrower or such Canadian Guarantor relocated to a location listed on Schedule I of the Canadian Security Agreement or a Collateral location listed on a prior written notice delivered by the Canadian Borrower or such Canadian Guarantor to the Agent under this clause (j)), domicile or location of chief executive office, trade names (other than those trade names that are substantially similar to the legal name of such Loan Party) under which a Loan Party will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case no later than at least thirty (30) days (or such lesser number of days agreed to by the Agent) prior thereto; (k) Within ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower Loan Party or any ERISA Affiliate knows or has reason to know that an ERISA Event has occurred or is reasonably expected to occuroccurred, thatand, alone or with another ERISA Event that has occurred or is reasonably expected to occurwhen known, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor any other Governmental Authority with respect thereto; provided, howeveror that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred that would be material; (l) Upon written request, or, in the event of that such filing reflects a Reportable Eventsignificant change with respect to the matters covered thereby, the Borrower shall notify the Agent by the later of fifteen within ten (1510) Business Days and after the date on which notification is required to be provided to filing thereof with the PBGC pursuant to Section 4043(aPBGC, the DOL, the IRS or under the PBA or other applicable Governmental Authority, copies of the following: (i) of ERISA. each annual report (f) Upon reasonable requestForm 5500 series), including Schedule B thereto, filed with respect to each Pension Plan, and in the case of any Plan governed by the PBA, each report, valuation, request for amendment, whole or partial withdrawal or termination or other variation, (ii) a copy of each funding waiver request filed with respect to any Pension Plan and all communications received by any Loan Party or any ERISA Affiliate from the PBGC, the DOL, the IRS or other Governmental Authority with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL, the IRS, under the PBA or with any other Governmental Authority with respect to each Pension Plan by any Loan Party or any ERISA Affiliate; (m) Upon written request, copies of each actuarial report for any Plan or Multi- employer Plan and annual report for any Multi-employer Plan, ; and within ten (A10) Business Days after receipt thereof by any documents described in Section 101(k) of ERISA that Holdings, the Borrower Loan Party or any ERISA Affiliate may request and Affiliate, copies of the following: (Bi) any notices described in of the PBGC's or other Governmental Authority's intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any unfavorable determination letter from the IRS or other Governmental Authority regarding the qualification of a Plan under Section 101(l401(a) of ERISA that Holdingsthe Code, or the Borrower registration of a Plan under the PBA or other applicable laws; or (iii) any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices notice from the administrator or sponsor of the applicable a Multi-employer Plan, Holdings, Plan regarding the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies imposition of such documents and notices promptly after receipt thereof.withdrawal liability; (gn) Within fifteen ten (1510) Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Plan which increase the assumption Loan Parties' aggregate annual costs with respect thereto by an amount in excess of $1,000,000, or the establishment of any new Pension Plan or Multi-employer Plan, Plan or the commencement of contributions to any Pension Plan or Multi-employer Plan, Plan to which Holdings, the Borrower any Loan Party or any ERISA Affiliate was not previously contributing, which in ; or (ii) any event could reasonably be expected failure by any Loan Party or any ERISA Affiliate to have make a Material Adverse Effect.required installment or any other required payment under Section 412 of the Code or other applicable laws on or before the due date for such installment or payment; (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (ko) Within five ten (510) Business Days after any change in Loan Party or any ERISA Affiliate knows or has reason to know that any of the information provided in following events has or will occur: (i) a Multi-employer Plan or Pension Plan has been or will be terminated; (ii) the Beneficial Ownership Certification that would result in administrator or plan sponsor of a change Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the list of beneficial owners identified in parts (c) and (d) of such certification.PBGC or other Governmental Authority has instituted proceedings to terminate a Multi-employer Plan or Pension Plan; and (lp) Promptly (but in no event later than two (2) Business Days) after becoming aware of any failure by the completion thereof, notice Canadian Borrower or any other Canadian Subsidiary to make when due a required installment or other required payment under the PBA or other applicable law with respect to a Plan of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of Canadian Borrower or such fleet and the initial location to which such fleet will be deployedother Canadian Subsidiary. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower Borrowers shall notify the Agent in writing (for further distribution and the Agent will distribute such information to the Lenders) in writing of the following matters at the following times: (a) Promptly, and Promptly (but in any no event within five later than one (51) Business Days, Day) after a Responsible Officer becoming of a Loan Party becomes aware of any Default or Event of Default., which notice shall specify the nature thereof, the period of existence thereof and what action the Borrowers propose to take with respect thereto; (b) Promptly, and Promptly (but in any no event within five later than one (51) Business Days, Day) after a Responsible Officer becoming of a Loan Party becomes aware of any claim, action, suit, or proceeding, by any Person, the commencement of or any investigation by material development in any litigation or governmental proceedings pending against a Governmental Authority, in each case affecting Holdings Borrower or any of its Restricted Subsidiaries and Loan Party, which would reasonably be expected to have a Material Adverse Effect.; (c) Promptly, and Promptly (but in any no event within later than five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, a Loan Party becomes aware of the assertion in writing by the holder of any preferred stock or similar equity interests of a Borrower or of any other Loan Party or the holder of any Debt of a Borrower or any ERISA Affiliate knows other Loan Party in a face amount in excess of $5,000,000 that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor default exists with respect thereto; provided, however, thereto or that a Borrower or such Loan Party is not in compliance with the event terms thereof and commencement by such holder of a Reportable Event, the Borrower shall notify the Agent by the later any enforcement action or acceleration because of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA.such asserted default or non compliance; (fd) Upon reasonable request, with respect to any Multi-employer Plan, Promptly (A) any documents described but in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any no event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within later than five (5) Business Days, ) after a Responsible Officer becoming of a Loan Party becomes aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect.; (ie) Unless otherwise publicly disclosed Promptly (but in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any no event within later than five (5) Business Days, ) after receipt by a Responsible Officer becoming aware of a Loan Party of any action, suit or proceeding pursuant to which a holder written notice of any Lien on violation by a Loan Party of or any Collateral makes liability under any Environmental Law, or that any Governmental Authority has asserted in writing that a claim Borrower or any other Loan Party is not in compliance with respect any Environmental Law or is investigating a Borrower’s or such Loan Party’s compliance therewith which, in either case, would reasonably be expected to any such Collateral but only if the Collateral subject give rise to such claim has a Fair Market Value in excess liability of $1,000,000.5,000,000 or more; (kf) Within Promptly (but in no event later than five (5) Business Days Days) after receipt by a Responsible Officer of a Loan Party of any written notice that any Loan Party is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that any Loan Party is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, would reasonably be expected to give rise to liability of $5,000,000 or more; (g) Promptly (but in no event later than five (5) Business Days) after receipt by a Responsible Officer of a Loan Party of any written notice of the imposition of any Environmental Lien in an amount in excess of $3,000,000 against any property of a Borrower or any other Loan Party; (h) Promptly (but in no event later than five (5) Business Days) after any change in the information provided a Loan Party’s name as it appears in the Beneficial Ownership Certification province, state or other jurisdiction of its incorporation or other organization, province, state or other jurisdiction of incorporation or organization, type of entity, organizational identification number, tax identification number (if applicable), locations of any Eligible Inventory and Eligible Machinery & Equipment (other than Collateral of a Loan Party relocated to a location where the Agent has already taken all steps necessary to perfect it’s Lien on such Collateral); (i) Prompt notice of, with copies of any documentation and notices, as applicable: (i) any failure by any Loan Party to make a required installment or any other required payment as required by the PBA or other Requirements of Law on or before the due date for such installment or payment; (ii) a Pension Plan has been or will be terminated; (iii) the administrator or plan sponsor of a Pension Plan intends to terminate a Pension Plan or any action or inaction that would result could lead to a Termination Event; (iv) the PBGC, Pension Benefit Guaranty Fund (Ontario), the Financial Services Regulatory Authority of Ontario or other Governmental Authority has instituted proceedings to terminate a Pension Plan; or (v) receipt from any Governmental Authority of (and providing the Agent a copy with) any notices of non-compliance in respect of a change Pension Plan or any other any action that could lead to a Termination Event; and (j) Promptly (but in no event later than five (5) Business Days) after any sale or acquisition of Machinery & Equipment with a book value of over $50,000, the details of such sale or acquired Machinery & Equipment, together with an updated list of beneficial owners identified in parts (c) and (d) all Machinery & Equipment owned by the Loan Parties with a book value of such certificationover $50,000. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) [**]. (n) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower Obligors shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times:times (which notice shall set forth, in reasonable detail, the action that the Obligors or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto): (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware promptly upon obtaining Knowledge of any Default or Event of Default.; (b) Promptly, and in promptly upon obtaining Knowledge of any event within five or development which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (5c) Business Days, after a Responsible Officer becoming aware promptly upon obtaining Knowledge of any claim, pending (or written threat of any) action, suit, or proceeding, or counterclaim by any Person, or any pending or threatened (in writing) investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would could reasonably be expected to have have, or has resulted in, a Material Adverse Effect.; (cd) Promptlypromptly upon obtaining Knowledge of any pending (or written threat of any) strike, and work stoppage, unfair labor practice claim, or other labor dispute affecting any Obligor, in any event within five each case in a manner which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (5e) Business Days, after a Responsible Officer becoming aware promptly upon obtaining Knowledge of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Authority affecting Holdings any Obligor which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (f) promptly after receipt of any notice of any violation by any Obligor of any Environmental Law which could reasonably be expected to have, or has resulted in, a Material Adverse Effect or that any Governmental Authority has asserted that any Obligor is not in compliance with any Environmental Law or is investigating any Obligor’s compliance therewith, in each case, which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (g) promptly after receipt of any written notice that any Obligor is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that any Obligor (or Obligor’s Property) is subject to an Environmental Lien which has priority over the Agent’s Liens or any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of its Restricted Subsidiaries, any Contaminant which, in any each case, would could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (h) at least 30 days prior to any change in GGMI’s legal name, state of organization, or form of organization; (i) upon request, each annual report (Form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL, or the IRS with respect to each Pension Plan; (j) upon request, copies of each actuarial report for any Pension Plan and annual report for any Multi-employer Plan, and promptly after receipt thereof by any Obligor or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer such Pension Plan, (ii) any unfavorable determination letter from the IRS regarding the qualification of a Pension Plan under Section 401(a) of the Code or (iii) any notice from a Multi-employer Plan regarding the imposition of withdrawal liability; (k) promptly after any Obligor or any ERISA Affiliate has Knowledge that any of the following events, which could reasonably be expected to have, or has resulted in, a Material Adverse Effect, has or will occur: (i) a Multi-employer Plan has been or will be terminated, (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi- employer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan; (l) promptly upon obtaining Knowledge of any (i) default, breach or failure to perform alleged in writing on the part of any Debtor under or in regard to any Major Lease, (ii) default, breach or failure to perform on the part of any Tenant under any Major Lease or any assertion, in writing, by any such Tenant or any guarantor of any such Tenant’s obligations under such Major Lease that such Tenant or guarantor intends to seek to terminate such Major Lease or the guarantee of the Tenant’s obligations thereunder or (iii) bankruptcy or similar action relating to any such Tenant or guarantor, in each case, which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (m) promptly upon obtaining Knowledge of any Casualty that is expected to result in damages in excess of the Threshold Amount or any Condemnation that could reasonably be expected to have a Material Adverse Effect.material adverse effect on the value of the relevant Property affected thereby, information regarding such Casualty or Condemnation (as applicable) in such detail as the Agent may reasonably request; (dn) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in each Obligor shall deliver to the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence Agent copies of any written notices of material default or material event of default relating to any Major REA served to or by such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, Debtor which could reasonably be expected to have a Material Adverse Effect; and (o) [Intentionally Omitted]. Notwithstanding anything to the contrary contained in clauses (g), and any action taken (h), (j), (k), (l), (m), or threatened in writing(n) by the IRSof this Section 7.3, the DOL, the PBGC failure to deliver any notice or the Multi-employer Plan sponsor with respect thereto; provided, however, provide any information in the event accordance therewith shall not constitute a Default or Event of a Reportable Event, the Borrower shall notify Default so long as such notice or information is delivered to the Agent by concurrently with the later delivery of fifteen the financial statements pursuant to clauses (15a) Business Days and or (b) of Section 7.2 for the date on period in which notification is required such relevant notice or information were to be provided have been given to the PBGC pursuant Agent. Notwithstanding the foregoing, notice shall be deemed to Section 4043(a) have been properly given in respect of ERISA. (f) Upon reasonable requestthe events, with respect to any Multi-employer Planfacts or circumstances set forth in this Article 7 if such events, (A) any documents facts or circumstances are described in Section 101(k) of ERISA that Holdingsany pleading, the Borrower motion, application, financial information, petition, schedule, report and other papers or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, Bankruptcy Court and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change available to the list of beneficial owners identified in parts (c) and (d) of such certificationAgent. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after before the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action then-known by Holdings or the Borrower taken (or threatened in writing) by the IRS, the DOLU.S. Department of Labor, the PBGC or the Multi-employer Multiemployer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon Promptly following reasonable request, with respect to any Multi-employer Multiemployer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Multiemployer Plan, Holdings, the Borrower or ERISA Affiliate shall shall, promptly following reasonable request, make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Multiemployer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Multiemployer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,0005,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed[reserved]. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The In addition to any other notices required hereunder, the Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, Immediately after a Responsible Officer becoming aware of the existence of any Default Event or Event of Default. (b) Promptly, and in any event within five (5) Business Days, Immediately after a Responsible Officer becoming aware that (i) any Manager has terminated a Management Agreement or otherwise ceased acting as Manager, or (ii) any Leasing Manager has terminated a Leasing Services Agreement, or has otherwise ceased managing such portions of the Premises or (iii) the License Agreement has been terminated. (c) Promptly after receiving notice (but in no event later than five days after the earlier of (i) receiving such notice or (ii) the occurrence of any claimsuch change) of a change in the composition of the members or other equity holders of the Investor Group. (d) Promptly after receiving notice (but in no event later than five days after the earlier of (i) receiving such notice or (ii) the occurrence of any such change) of any change in the composition of the board of directors or other governing body that manages the operations of the Borrower. (e) Within five Business Days after becoming aware of: (i) any material adverse change in the Property, business, operations, or condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole (including, without limitation any Casualty Event); (ii) any pending or threatened action, suitproceeding, or proceeding, counterclaim by any Person, or any pending or threatened investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would is reasonably be expected likely to have a Material Adverse Effect.; (ciii) Promptlyany pending or threatened strike, and in any event within five work stoppage, material unfair labor practice claim, or other material labor dispute which is reasonably likely to have a Material Adverse Effect; (5iv) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Authority affecting Holdings applicable to the Borrower or any of its Restricted SubsidiariesSubsidiary, which, in any case, would which is reasonably be expected likely to have a Material Adverse Effect.; and (dv) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, fact that the Borrower or any ERISA Affiliate knows Subsidiary has materially violated any Environmental Laws or that its compliance is being investigated in respect of an ERISA Event has occurred or is reasonably expected alleged material failure to occur, that, alone or comply with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISAEnvironmental Law. (f) Upon reasonable request, with respect Not less than thirty (30) days prior to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower changing its name or any ERISA Affiliate may request and (B) any notices described in Section 101(l) the location of ERISA that Holdings, the Borrower its chief executive office or any ERISA Affiliate may request; provided that if Holdings, Borrower its jurisdiction of organization or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereofformation. (g) Within fifteen Not more than thirty (1530) Business Days days after the occurrence end of each quarter: (i) the assumption execution of a definitive lease or establishment sublease of real property by the Borrower; (ii) the termination of a lease or sublease of real property to which the Borrower is a party; (iii) the opening or closing of a place of business owned or operated by the Borrower; unless prior notice of any new Pension Plan such event is required by another provision of this Section 7.3, in each case effected during the prior month; (iv) any Casualty Event involving a loss of Property having a Fair Market Value of $1,500,000 or Multi-employer Plan, or more and the commencement of contributions to any Pension Plan or Multi-employer Plan, extent to which Holdings, such occurrence is covered by insurance; and (vi) the Borrower or amount of any ERISA Affiliate was not previously contributing, which Reinvestment Amount reinvested in any event could reasonably be expected to have a Material Adverse Effectsuch month. (h) Promptly, and in any event within Within five (5) Business Daysdays of the Borrower's receipt or giving of same, after a Responsible Officer becoming aware copy of any event written notice under, pursuant to or circumstance which would reasonably be expected to have in connection with any Lease or Material Operating Agreement, (i) alleging a Material Adverse Effectdefault by the Borrower or Lessee or any other Persons thereunder, (ii) setting forth a claim against the Borrower or any Manager in an amount greater than $1,500,000 or (iii) exercising a renewal, extension, expansion or termination option thereunder. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed Promptly upon receipt of same by the Borrower Borrower, a copy of any written notice or other written instrument which might materially adversely affect the Premises, the Liens securing the Obligations or the Agent's or any Parent Entity Lender's rights and remedies under or with the SEC under the Exchange Actrespect to any Loan Document, promptly after including any material written notice from a Governmental Authority concerning any tax or special assessment, or any written notice of any change in accounting policies or financial reporting practices (including as a result alleged violation of a change in GAAP any zoning ordinance, Permitted Lien, fire ordinance, building code provision, or other Legal Requirement affecting the application thereof) by Holdings or any Restricted Subsidiary thereofPremises. (j) PromptlyNot more than thirty (30) days after the end of each quarter: Permitted Liens described in clauses (a)(ii), (e) and in any event within five (5i) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to the definition thereof which a holder of any Lien on any Collateral makes a claim with respect to any are created during such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000quarter. (k) Within five (5) Business Days 30 days after the end of each quarter, any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list sales and other Dispositions of beneficial owners identified in parts (c) and (d) of Property permitted by Section 8.1, consummated during such certificationquarterly period. (l) Promptly after the completion thereof, notice of the completion of Three Business Days prior to entering into any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployedmerger permitted under Section 8.1(b). (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, immediately after a Responsible Officer becoming aware of any Default or Event of Default.; (b) Promptlyimmediately after becoming aware of the assertion by the holder of any capital stock of the Borrower or of any Subsidiary or of any Debt in a face amount in excess of $2,500,000 that a default exists with respect thereto or that the Borrower or such Subsidiary is not in compliance with the terms thereof, and in or the threat or commencement by such holder of any event within five enforcement action because of such asserted default or non-compliance; (5c) Business Days, immediately after a Responsible Officer becoming aware of any claim, event or circumstance which could reasonably be expected to have a Material Adverse Effect; (d) immediately after becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would could reasonably be expected to have a Material Adverse Effect.; (ce) Promptlyimmediately after becoming aware of any pending or threatened strike, and work stoppage, unfair labor practice claim, or other labor dispute affecting the Borrower or any of its Subsidiaries in any event within five a manner which could reasonably be expected to have a Material Adverse Effect; (5f) Business Days, immediately after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, Subsidiary which could reasonably be expected to have a Material Adverse Effect; (g) any change in the Borrower's name, and any action taken (state of organization, or threatened form of organization, trade names under which the Borrower will sell Inventory or create Accounts, or to which instruments in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, howeverpayment of Accounts may be made payable, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen each case at least thirty (1530) days prior thereto; (h) within ten (10) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, after the Borrower or any ERISA Affiliate may request and knows or has reason to know, that an ERISA Event or a prohibited transaction (B) any notices described as defined in Section 101(l) Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto; (i) upon request, or, in the event that Holdingssuch filing reflects a significant change with respect to the matters covered thereby, within five (5) Business Days after the filing thereof with the PBGC, the DOL or the IRS, as applicable, copies of the following: (i) each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate may from the PBGC, the DOL or the IRS with respect to such request; provided that if Holdings, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL or the IRS, with respect to each Plan by either the Borrower or any ERISA Affiliate has not requested such documents Affiliate; (j) upon request, copies of each actuarial report for any Plan or notices from the administrator or sponsor of the applicable Multi-employer Plan and annual report for any Multi-employer Plan, Holdings, ; and within five (5) Business Days after receipt thereof by the Borrower or any ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide Affiliate, copies of the following: (i) any notices of the PBGC's intention to terminate a Plan or to have a trustee appointed to administer such documents and notices promptly after receipt thereof.Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a Multi-employer Plan regarding the imposition of withdrawal liability; (gk) Within within (i) fifteen (15) Business Days after the occurrence thereof, any changes in the benefits of any existing Plan which increase the assumption Borrower's annual costs with respect thereto by an amount in excess of $5,000,000, or the establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. ; and (hii) Promptly, and in any event within five three (53) Business DaysDays after the occurrence thereof, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed failure by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as ERISA Affiliate to make a result of a change in GAAP or the application thereof) by Holdings required installment or any Restricted Subsidiary thereof.other required payment under Section 412 of the Code on or before the due date for such installment or payment; or (jl) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after the Borrower or any change in the information provided in the Beneficial Ownership Certification ERISA Affiliate knows or has reason to know that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice any of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet following events has or will occur: (i) a Multi-employer Plan has been or will be deployed. terminated; (mii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan. Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing describe the subject matter thereof in reasonable detail detail, and setting shall set forth the action that Holdingsthe Borrower, its applicable Subsidiary, or any ERISA Affiliate Affiliate, as applicable, has taken or proposes to take with respect thereto.

Notices to the Agent. The In addition to any other notices required hereunder, each Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, Immediately after a Responsible Officer becoming aware of the existence of any Default Event or Event of Default. (b) Promptly, and in any event within five (5) Within two Business Days, Days after a Responsible Officer becoming aware of: (i) any material adverse change in the Property, business, operations, or condition (financial or otherwise) of Penn Traffic and its Subsidiaries taken as a whole; (ii) any claim, pending or threatened action, suitproceeding, or proceeding, counterclaim by any Person, or any pending or threatened investigation by a Governmental Public Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would is reasonably be expected likely to have a Material Adverse Effect.; (ciii) Promptlyany pending or threatened strike, and in any event within five work stoppage, material unfair labor practice claim, or other material labor dispute which is reasonably likely to have a Material Adverse Effect; (5iv) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Public Authority affecting Holdings applicable to a Borrower or any of its Restricted SubsidiariesSubsidiary, which, in any case, would which is reasonably be expected likely to have a Material Adverse Effect.; (dv) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after fact that a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows Material Subsidiary has materially violated any Environmental Laws or that its compliance is being investigated in respect of an alleged material failure to comply with any Environmental Law; and (vi) any ERISA Event has occurred or is reasonably expected with respect to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, a Plan which could reasonably be expected to have a Material Adverse Effect; within five Business Days after a Borrower's receipt of any notice concerning the imposition of any withdrawal liability under ERISA with respect to a Multiemployer Plan or of any notice of liability under Section 4062, and 4063 or 4064 of ERISA; within five Business Days after a Borrower's receipt of notice from the IRS regarding the commencement of proceedings to disqualify a Plan under Section 401(a) of the Code; within five Business Days of any action taken (to terminate a Plan; within five Business Days after the establishment of any material Plan not existing at the date hereof or threatened the commencement of contributions by a Borrower or, provided that the Borrower has knowledge, any Related Company to any Plan to which such Borrower or any Related Company was not contributing at the date hereof; and within five Business Days after becoming aware of any other event or condition regarding a Plan or a Borrower's or a Related Company's compliance with ERISA and the applicable provisions of the Code which could reasonably be expected to a Material Adverse Effect; provided further, that in writing) by each case, the affected Borrower shall furnish to the Agent copies of any notices, demands or other communications it receives from the IRS, the DOLDepartment of Labor, the PBGC or any other Public Authority in connection with any matter referred to in this subsection (vi). (c) Not less than thirty (30) days prior to a Borrower changing its name or the Multi-employer Plan sponsor with respect theretolocation of its chief executive office. (d) Not more than thirty (30) days after the end of each month: (i) the execution of a definitive lease or sublease of real property by a Borrower; provided, however(ii) the termination of a lease or sublease of real property to which a Borrower is a party; (iii) the opening or closing of a retail store or other place of business owned or operated by a Borrower; unless prior notice of any such event is required by another provision of this Section 7.3, in each case effected during the event prior month; or (iv) all Development Projects or Redevelopment Projects completed in such month involving Property with a Fair Market Value of $250,000 or more; (v) any Casualty Event involving a Reportable Event, the Borrower shall notify the Agent by the later loss of fifteen (15) Business Days Property having a Fair Market Value of $250,000 or more and the date on extent to which notification such occurrence is required to be provided to covered by insurance; and (vi) the PBGC pursuant to Section 4043(aamount of any Reinvestment Amount reinvested in such month. (e) Not more than thirty (30) days after the end of each month: Permitted Liens described in clause (a)(ii) of ERISAthe definition thereof which are created during such month. (f) Upon reasonable requestWithin 30 days after the end of each month, with respect to any Multi-employer Plan, (A) any documents sales and other dispositions of Property permitted by Section 8.1 other than Dispositions described in Section 101(kclauses (a) and (g) of ERISA that HoldingsSection 8.1 (where no consideration is received), the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested each case consummated during such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereofmonthly period. (g) Within fifteen (15) Business Days 30 days after the occurrence end of the assumption a Fiscal Quarter of: (i) any repurchases of employees' stock permitted by Section 8.2 that were made during such Fiscal Quarter. (ii) any guaranties permitted by Section 8.3 that were issued during such Fiscal Quarter. (iii) any Debt incurred under Section 8.4(b), 8.4(h), 8.4(i), 8.4(j) or establishment of 8.4(l) during such Fiscal Quarter. (iv) any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse EffectSale and Leaseback Transactions permitted under Section 8.1(f) that were consummated during such Fiscal Quarter. (h) PromptlyWithin 30 days after its filing, and in the Borrower shall provide to the Agent a copy of each Form 5500 together with Schedule B thereto, which it files with respect to any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse EffectPlan. (i) Unless otherwise publicly disclosed in an annual Three Business Days prior to entering into any merger permitted under Section 8.1(c) or quarterly report filed by the Borrower (d) or any Parent Entity with the SEC Asset Transfer permitted under the Exchange Act, promptly after any material change in accounting policies Section 8.1(e) or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptlyf), and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has having a Fair Market Value in excess of $1,000,0002,000,000. (j) Prior to incurring any Debt to issuers of standby letters of credit (other than the Letters of Credit) permitted under Section 8.4(g). (k) Within five (5) 10 Business Days after making any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certificationprepayments permitted under Section 8.5. (l) Promptly after At the completion thereof, time (if any) that notice of the completion incurrence of any fleet of hydraulic fracturing equipment, including, without limitationDebt is required to be given, the identity making of any guaranties of such fleet and the initial location to which such fleet will be deployedDebt permitted by Section 8.3. (m) The incurrence of any refinancing Debt permitted under Section 8.4(i), at the same time, if any, when notice would have been required for the incurrence of new Debt of the type being refinanced. (n) Within 30 days of the date on which all material aspects of a Development Project are completed, notice of such fact and of the Reinvestment Prepayment Amount, if any, with respect to such project. Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing describe the subject matter thereof in reasonable detail and setting shall set forth the action that Holdings, its the applicable Subsidiary, or ERISA Affiliate Borrower has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings the Borrower or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings the Borrower or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least no later than ten (10) Business Days (or such longer period to which the Required Lenders Agent may agree in their its discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Multiemployer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, the Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings the Borrower or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral Accounts of an Obligor makes a claim for conversion with respect to any such Collateral Accounts but only if the Collateral Accounts that are the subject to of such claim has have a Fair Market Value in excess of $1,000,0002,500,000. (k) Within five (5) Business Days after If the Borrower has previously provided a Beneficial Ownership Certification to any Lender in connection with this Agreement, any change in the information provided in the such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) . Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdingsthe Borrower, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Each Borrower shall notify the Agent in writing (for further distribution and the Agent will distribute such information to the Lenders) in writing of the following matters at the following times: (a) Promptly, and Promptly (but in any no event within five later than two (52) Business Days, ) after a Responsible Officer becoming aware of any such Borrower has actual knowledge, or has actual knowledge of facts that a reasonable Person would conclude, that a Default or Event of Default.Default has occurred; (b) Promptly, and Promptly (but in any no event within five later than three (53) Business Days, ) after a Responsible Officer becoming aware of any claim, action, suitsuch Borrower has actual knowledge, or proceedinghas actual knowledge of facts that a reasonable Person would conclude, by any Person, that an event or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and circumstance has occurred which would reasonably be expected to have a Material Adverse Effect.; (c) Promptly, and Promptly (but in any no event within later than five (5) Business Days, ) after receipt by a Responsible Officer becoming aware of such Borrower of any written notice of any violation by such Borrower or any other Loan Party of or any Law (including liability under any Environmental Law), statute, regulation, or ordinance of a that any Governmental Authority affecting Holdings has asserted in writing that such Borrower or any of its Restricted Subsidiaries, other Loan Party thereof is not in compliance with any Environmental Law or is investigating such Borrower’s or such Loan Party’s compliance therewith which, in any either case, would reasonably be expected to have a Material Adverse Effect.; (d) Any change Promptly (but in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no event later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, ) after receipt by a Responsible Officer becoming aware of such Borrower of any event written notice that such Borrower or circumstance which any other Loan Party is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that such Borrower or any other Loan Party thereof is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, would reasonably be expected to have a Material Adverse Effect.; (ie) Unless otherwise publicly disclosed Promptly (but in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any no event within later than five (5) Business Days) upon any change in (i) a Loan Party’s name as it appears in the province, state or other jurisdiction of its incorporation or (ii) a Loan Party’s jurisdiction of organization, province, state or other jurisdiction of incorporation or organization, (iii) a Loan Party’s type of entity, (iv) a Loan Party’s organizational identification number, (v) the location of Eligible Inventory included in the most recent Borrowing Base with a value in excess of $1,000,000 from a location of any Loan Party to another location of such Loan Party (other than any Eligible Inventory relocated to a location (within the same country of domicile) listed on Schedule 6.9 of this Agreement or a Collateral location (within the same country of domicile) listed on a prior written notice delivered by such Borrower or such Guarantor to the Agent under this clause ((e)) or (vi) a Loan Party’s location of chief executive office; provided, however, that if any of the foregoing changes are not permitted under this Agreement, the foregoing is not to be construed as permissive of same; (f) Promptly after a Responsible Officer becoming aware of such Borrower knows or has reason to know (i) that a Reportable Event or Termination Event has occurred, and, when known, any actionaction taken or threatened by the CRA, suit IRS, the Alberta Superintendent of Pensions, the DOL, the PBGC or proceeding pursuant to which any other Governmental Authority with respect thereto, or (ii) that a holder prohibited transaction (as defined in Sections 406 of any Lien on any Collateral makes a claim ERISA and 4975 of the Code) has occurred, in either case with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. clauses (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (ci) and (dii) of such certification.that would be reasonably likely to have a Material Adverse Effect; and (lg) Promptly after the completion occurrence thereof, notice : (i) any failure by any Loan Party or any ERISA Affiliate to make a required instalment or any other required payment under Section 412 of the completion Code or as required by the EPPA or other applicable laws on or before the due date for such instalment or payment, if such failure would reasonably be expected to have a Material Adverse Effect; (ii) a Multiemployer Plan or Pension Plan has been or will be terminated and such termination would be reasonably likely to have a Material Adverse Effect; (iii) the administrator or plan sponsor of any fleet a Multiemployer Plan or Pension Plan initiates the termination of hydraulic fracturing equipmenta Multiemployer Plan or Pension Plan as applicable, including, without limitationand such termination would be reasonably likely to have a Material Adverse Effect; (iv) the PBGC, the identity Alberta Superintendent of Pensions or other Governmental Authority has instituted proceedings to terminate a Multiemployer Plan or Pension Plan and such fleet and the initial location termination thereof would be reasonably likely to which such fleet will be deployedhave a Material Adverse Effect. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent in writing (for further distribution and the Agent will distribute such information to the Lenders) in writing of the following matters at the following times: (a) Promptly, and Promptly (but in any no event within five later than two (52) Business Days, ) after a Responsible Officer becoming aware of any the Borrower has actual knowledge, or has actual knowledge of facts that a reasonable Person would conclude, that a Default or Event of Default.Default has occurred; (b) Promptly, and Promptly (but in any no event within five later than three (53) Business Days, ) after a Responsible Officer becoming aware of any claim, action, suitthe Borrower has actual knowledge, or proceedinghas actual knowledge of facts that a reasonable Person would conclude, by any Person, that an event or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and circumstance has occurred which would reasonably be expected to have a Material Adverse Effect.; (c) Promptly, and Promptly (but in any no event within later than five (5) Business Days, ) after receipt by a Responsible Officer becoming aware of the Borrower of any written notice of any violation by the Borrower or any other Loan Party of or any Law (including liability under any Environmental Law), statute, regulation, or ordinance of a that any Governmental Authority affecting Holdings has asserted in writing that the Borrower or any of its Restricted Subsidiaries, other Loan Party thereof is not in compliance with any Environmental Law or is investigating the Borrower’s or such Loan Party’s compliance therewith which, in any either case, would reasonably be expected to have a Material Adverse Effect.; (d) Any change Promptly (but in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no event later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, ) after receipt by a Responsible Officer becoming aware of the Borrower of any event written notice that the Borrower or circumstance which any other Loan Party is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that the Borrower or any other Loan Party thereof is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, would reasonably be expected to have a Material Adverse Effect.; (ie) Unless otherwise publicly disclosed Promptly (but in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any no event within later than five (5) Business Days) upon any change in (i) a Loan Party’s name as it appears in the province, state or other jurisdiction of its incorporation or (ii) a Loan Party’s jurisdiction of organization, province, state or other jurisdiction of incorporation or organization, (iii) a Loan Party’s type of entity, (iv) a Loan Party’s organizational identification number, (v) the location of Eligible Inventory included in the most recent Borrowing Base with a value in excess of $250,000 from a location of any Loan Party to another location of such Loan Party (other than any Eligible Inventory relocated to a location listed on Schedule 6.9 of this Agreement or a Collateral location listed on a prior written notice delivered by the Borrower or such Guarantor to the Agent under this clause ((e)) or (vi) a Loan Party’s location of chief executive office; provided, however, that if any of the foregoing changes are not permitted under this Agreement, the foregoing is not to be construed as permissive of same; (f) Promptly after a Responsible Officer becoming aware of the Borrower knows or has reason to know (i) that a Reportable Event or Termination Event has occurred, and, when known, any actionaction taken or threatened by the CRA, suit IRS, the Alberta Superintendent of Pensions, the DOL, the PBGC or proceeding pursuant to which any other Governmental Authority with respect thereto, or (ii) that a holder prohibited transaction (as defined in Sections 406 of any Lien on any Collateral makes a claim ERISA and 4975 of the Code) has occurred, in either case with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. clauses (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (ci) and (dii) of such certification.that would be reasonably likely to have a Material Adverse Effect; and (lg) Promptly after the completion occurrence thereof, notice : (i) any failure by any Loan Party or any ERISA Affiliate to make a required instalment or any other required payment under Section 412 of the completion Code or as required by the EPPA or other applicable laws on or before the due date for such instalment or payment, if such failure would reasonably be expected to have a Material Adverse Effect; (ii) a Multiemployer Plan or Pension Plan has been or will be terminated and such termination would be reasonably likely to have a Material Adverse Effect; (iii) the administrator or plan sponsor of any fleet a Multiemployer Plan or Pension Plan initiates the termination of hydraulic fracturing equipmenta Multiemployer Plan or Pension Plan as applicable, including, without limitationand such termination would be reasonably likely to have a Material Adverse Effect; (iv) the PBGC, the identity Alberta Superintendent of Pensions or other Governmental Authority has instituted proceedings to terminate a Multiemployer Plan or Pension Plan and such fleet and the initial location termination thereof would be reasonably likely to which such fleet will be deployedhave a Material Adverse Effect. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower Parent or the Borrowers shall notify the -------------------- Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, Immediately after a Responsible Officer becoming aware of any Default or Event of Default.; (b) PromptlyImmediately after becoming aware of the assertion by the holder of any capital stock of Parent or of any of its Subsidiaries or the holder of any Debt of Parent or any such Subsidiary in a face amount in excess of $1,000,000 that a default exists with respect thereto or that Parent or such Subsidiary is not in compliance with the terms thereof, and in or the threat or commencement by such holder of any event within five enforcement action because of such asserted default or non-compliance; (5c) Business Days, Immediately after a Responsible Officer becoming aware of any claim, event or circumstance which could reasonably be expected to have a Material Adverse Effect; (d) Immediately after becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would could reasonably be expected to have a Material Adverse Effect.; (ce) PromptlyImmediately after becoming aware of any pending or threatened strike, and work stoppage, unfair labor practice claim, or other labor dispute affecting Parent or any of its Subsidiaries in any event within five a manner which could reasonably be expected to have a Material Adverse Effect; (5f) Business Days, Immediately after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Authority affecting Holdings Parent or any of its Restricted Subsidiaries, which, in any case, would Subsidiaries which could reasonably be expected to have a Material Adverse Effect.; (dg) Any Immediately after receipt of any notice of any violation by Parent or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that Parent or any of its Subsidiaries is not in compliance with any Environmental Law or is investigating Parent's or such Subsidiary's compliance therewith where such noncompliance, or the regulatory response thereto, could reasonably be expected to have a Material Adverse Effect; (h) Immediately after receipt of any written notice that Parent or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that Parent or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, is reasonably likely to give rise to liability in excess of $500,000; (i) Immediately after receipt of any written notice of the imposition of any Environmental Lien against any property of Parent or any of its Subsidiaries; (1) At least 10 Business Days prior written notice of any change in Holdings’ or any Obligor’s state of incorporation or organization, Loan Party's name as it appears in the state of its incorporation or other organization, state of incorporation or organization, type of entity, organizational identification number, or form of organization, each as applicabletrade names under which it will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, and (2) concurrent written notice of the disposition (including any Permitted Disposition) of any Eligible Equipment with an orderly liquidation value of $500,000 or more, in each case no later the aggregate, and (3) written notice within one month after (y) any disposition (including any Permitted Disposition) of Eligible Equipment with an orderly liquidation value of less than ten $500,000, in the aggregate, or other Equipment with a Fair Market Value of $500,000 or more, in the aggregate, or (10z) the change in location of any Collateral with a Fair Market Value of $500,000 or more, in the aggregate; (k) Within 10 Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower Parent or any of its ERISA Affiliate Affiliates knows or has reason to know, that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another a prohibited transaction (as defined in Sections 406 of ERISA Event that has occurred or is reasonably expected to occur, and 4975 of the Code (and which could reasonably be expected to have a Material Adverse Effectresult in liability of one or more Loan Parties in excess of $500,000)) has occurred, and and, when known, any action taken (or threatened in writing) by the IRS, the DOLDOL or the PBGC with respect thereto; (l) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within 3 Business Days after the filing thereof with the PBGC, the PBGC DOL or the IRS, as applicable, copies of the following: (i) each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by Parent, any of its Subsidiaries, or any of their ERISA Affiliates from the PBGC, the DOL or the IRS with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL or the IRS, with respect to each Plan by either Parent, any of its Subsidiaries, or any of their ERISA Affiliates; (m) Upon request, copies of each actuarial report for any Plan or Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to annual report for any Multi-employer Plan; and within 3 Business Days after receipt thereof by Parent, (A) any documents described in Section 101(k) of ERISA that Holdingsits Subsidiaries, the Borrower or any of their ERISA Affiliate may request and Affiliates, copies of the following: (Bi) any notices described in of the PBGC's intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 101(l401(a) of ERISA that Holdings, the Borrower Code; or (iii) any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices notice from the administrator or sponsor of the applicable a Multi-employer Plan, Holdings, Plan regarding the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies imposition of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.withdrawal liability;

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings the Borrower or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings the Borrower or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least no later than ten (10) Business Days (or such longer period to which the Required Lenders Agent may agree in their its discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Multiemployer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, the Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting account-ing policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings the Borrower or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral Accounts of an Obligor makes a claim for conversion with respect to any such Collateral Accounts but only if the Collateral Accounts that are the subject to of such claim has have a Fair Market Value in excess of $1,000,0002,500,000. (k) Within five (5) Business Days after If the Borrower has previously provided a Beneficial Ownership Certification to any Lender in connection with this Agreement, any change in the information provided in the such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) . Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdingsthe Borrower, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower Holdings, the Borrowers or the Guarantors shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware has actual knowledge of any claim, action, suit, default or proceeding, by event of default under (i) any Person, of the Existing Public Debt or any investigation by a Governmental Authority, in each case affecting Holdings other Debt of any Obligor or any of its Restricted Subsidiaries and in an outstanding principal amount in excess of $75,000,000 or (ii) any other note, indenture, loan agreement, mortgage, lease, deed, or other agreement to which Holdings or any Subsidiary is a party or by which it is bound, other than as previously disclosed in writing to the Agent, that, in the case of this clause (ii), would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (d) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting any Obligor or any of its Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (e) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting any Obligor or any of its Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (f) Any change in any Obligor’s state or province of incorporation or organization, name as it appears in the state or province, as applicable, of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least ten days (or such shorter period to which the Agent may agree in its discretion) prior thereto. (g) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of any Obligor or any ERISA Affiliate knows that an ERISA Event, a Pension Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) with respect to which Holdings or any of its Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) has occurred or may have occurred, that, alone or together, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the CRA, the DOL the PBGC or the FSCO with respect thereto. (h) Upon request, or, in the event that such filing reflects a material adverse change (other than a change related to ordinary claims for benefits) with respect to the matters covered thereby, within fifteen (15) Business Days, after the filing thereof with the PBGC, the FSCO, the DOL, the IRS or the CRA as applicable, copies of the following: (i) each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan; (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Obligor or any ERISA Affiliate from the PBGC, the DOL or the IRS with respect to such request; and (iii) a copy of each other filing or notice filed with the PBGC, the DOL, the FSCO, the CRA or the IRS, with respect to each Pension Plan by any Obligor or any ERISA Affiliate. (i) Within fifteen (15) Business Days, after receipt thereof by any Obligor or any ERISA Affiliate, copies of the following: (i) any notice of the PBGC’s or the FSCO’s intention to terminate a Pension Plan or to have an administrator, trustee or like body appointed to administer such Pension Plan; (ii) any unfavorable determination letter from the IRS or the CRA or the FSCO regarding the qualification of a Pension Plan under Section 401(a) of the Code or the PBA; or (iii) any notice from a Multi-employer Plan regarding the imposition of withdrawal liability. (j) Within fifteen (15) Business Days after the occurrence of: (i) any change in the benefits of any existing Plan, the establishment of any new Plan, or the commencement of contributions to any Plan to which any Obligor or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect, or (ii) any failure by any Obligor or any ERISA Affiliate to make a required installment or any other required payment under Section 412 of the Code or the PBA on the due date for such installment or payment. (k) Within fifteen (15) Business Days after a Responsible Officer of any Obligor or any ERISA Affiliate knows of any of the following: (i) a Multi-employer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan; provided, however, that no such notice will be required under clause (i), (ii) or (iii) unless the event giving rise to such notice, when aggregated with all other such events, would reasonably be expected to have a Material Adverse Effect. (l) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity Holdings with the SEC under the Exchange Act, promptly promptly, and in any event within five (5) Business Days, after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (jm) Promptly, and in any event within five three (53) Business Days, after a Responsible Officer becoming aware (and on each occasion thereafter) the aggregate amount of Taxes, claims or other obligations under Section 8.1(b) and (c) owing by Holdings and its Subsidiaries which are not paid when due (as permitted pursuant to the first proviso contained therein) shall exceed $10,000,000. (n) Promptly, of any actionloss, suit damage, or proceeding pursuant to which destruction, from a holder single casualty event, of any Lien on any Collateral makes with a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value net book value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof10,000,000, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) whether or not covered by insurance. Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdingsthe applicable Obligor, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least no later than ten (10) Business Days (or such longer period to which the Required Lenders Agent may agree in their its discretion) after the occurrence of any such change.. 256 (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Multiemployer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral Accounts or Inventory of an Obligor makes a claim with respect to any such Collateral Accounts or Inventory but only if the Collateral Accounts or Inventory that are the subject to of such claim has have a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification.. 257 (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed; provided that no such notice shall be required to the extent that no Debt, or commitments with respect thereto, are outstanding under Section 8.12(r) hereof. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto. Bxxxxxxx agrees to deliver a Borrowing Base Certificate as and when applicable pursuant to the provisions of clause (t) from the definition of “Permitted Disposition” (set forth herein) and Sections 6.4(a), 8.9, 8.26, and 9.1(i), as applicable.

Notices to the Agent. The Borrower Borrowers shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in Promptly after any event within five (5) Business Days, after a Responsible Officer of any Loan Party becoming aware of any Default or Event of Default.; (b) Promptly, and in Promptly after any event within five (5) Business Days, after a Responsible Officer of any Loan Party becoming aware of the assertion by the holder of any capital stock of any Loan Party or the holder of any Debt of any Loan Party in a face amount in excess of $20,000,000 that a default exists with respect thereto or that such Loan Party is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance; (c) Promptly after any Responsible Officer of any Loan Party becoming aware of any claim, event or circumstance which could reasonably be expected to have a Material Adverse Effect; (d) Promptly after any Responsible Officer of any Loan Party becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would could reasonably be expected to have a Material Adverse Effect.; (ce) Promptly, and in Promptly after any event within five (5) Business Days, after a Responsible Officer of any Loan Party becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the any Loan Party in a manner which could reasonably be expected to have a Material Adverse Effect; (f) Promptly after any Responsible Officer of any Loan Party becoming aware of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would Loan Party which could reasonably be expected to have a Material Adverse Effect.; (dg) Promptly after receipt by a Responsible Officer of any Loan Party of (i) any notice of any violation by any Loan Party of any Environmental Law or (ii) any writing from any Governmental Authority asserting that (x) any Loan Party is not in compliance with any Environmental Law or (y) any Loan Party is being investigated for its compliance with the Environmental Law, provided that any such violation, noncompliance or investigation could reasonably be expected to have a Material Adverse Effect; (h) Promptly after receipt by any Responsible Officer of any Loan Party of any written notice that the any Loan Party is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that any Loan Party is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, is reasonably likely to give rise to liability in excess of $20,000,000; (i) Promptly after receipt by a Responsible Officer of any Loan Party of any written notice of the imposition of any Environmental Lien against any property of any Loan Party securing an amount which could reasonably be expected to exceed $20,000,000; (i) Any change in Holdings’ or any ObligorLoan Party’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, state of incorporation or organization, type of entity, organizational identification number, or form of organization, each as applicabletrade names under which any Loan Party will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case no later at least thirty (30) days prior thereto (or such shorter period as agreed to by the Agent in its sole discretion); and (ii) any additional manufacturing facility, warehouse, storage facility, or customer or vendor locations where Collateral is located (other than Collateral in transit), which information shall be updated monthly or quarterly, as applicable, and included in the monthly or quarterly reports, as applicable, prescribed in Section 5.2(k); (k) Within ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower any Loan Party or any ERISA Affiliate knows or has reason to know, that an ERISA Event has occurred Event, or is reasonably expected to occura prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code), that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, which could reasonably be expected to have a Material Adverse Effectresult in liability to any Loan Party in excess of $15,000,000 has occurred, and and, when known, any action taken (or threatened in writing) by the IRS, the DOL, or the PBGC with respect thereto; (l) Promptly after request, or, in the event that such filing reflects a potentially adverse significant financial change with respect to the matters covered thereby, within ten (10) Business Days after the filing thereof with the PBGC, the DOL, or the IRS, as applicable, copies of the following: (i) each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL, or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL, or the IRS with respect to any Plan and all communications received by any Loan Party or any ERISA Affiliate from the PBGC, the DOL, or the IRS with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL, or the IRS, with respect to each Plan by either any Loan Party or any ERISA Affiliate; (m) Promptly after request, copies of each actuarial report for any Plan or Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to annual report for any Multi-employer Plan, ; and within ten (A10) Business Days after receipt thereof by any documents described in Section 101(k) of ERISA that Holdings, the Borrower Loan Party or any ERISA Affiliate may request and Affiliate, copies of the following: (Bi) any notices described in of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 101(l401(a) of ERISA that Holdings, the Borrower Code; or (iii) any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices notice from the administrator or sponsor of the applicable a Multi-employer Plan, Holdings, Plan regarding the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies imposition of such documents and notices promptly after receipt thereof.withdrawal liability to any Loan Party in excess of $15,000,000; (gn) Within fifteen ten (1510) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to failure by any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower Loan Party or any ERISA Affiliate was not previously contributing, to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; (o) Within ten (10) Business Days after any Responsible Officer of any Loan Party or any ERISA Affiliate knows or has reason to know that any of the following events has or will occur which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and result in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect liability to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value Loan Party in excess of $1,000,000.15,000,000: (i) a Multi-employer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan; (kp) Promptly after the Borrowers have notified the Agent of any intention by the Borrowers to treat the Revolving Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; or (q) Within five ten (510) Business Days after any change Responsible Officer of any Loan Party knows or has reason to know that any Liens for taxes or statutory Liens for taxes, assessments and other governmental charges, in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) an amount exceeding $5,000,000, may be imposed or assessed against its property, notices of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet Liens and the initial location to which such fleet will be deployed. (m) details thereof. Each notice given under this Section 6.3 5.3 shall be accompanied by a statement of a Responsible Officer describing describe the subject matter thereof in reasonable detail detail, and setting shall set forth the action that Holdingsthe Loan Party, its applicable Restricted Subsidiary, or any ERISA Affiliate Affiliate, as applicable, has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower Obligors shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times:times (which notice shall set forth, in reasonable detail, the action that the Obligors or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto): (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware promptly upon obtaining Knowledge of any Default or Event of Default.; (b) Promptly, and in promptly upon obtaining Knowledge of any event within five or development which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (5c) Business Days, after a Responsible Officer becoming aware promptly upon obtaining Knowledge of any claim, pending (or written threat of any) action, suit, or proceeding, or counterclaim by any Person, or any pending or threatened (in writing) investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would could reasonably be expected to have have, or has resulted in, a Material Adverse Effect.; (cd) Promptlypromptly upon obtaining Knowledge of any pending (or written threat of any) strike, and work stoppage, unfair labor practice claim, or other labor dispute affecting any Obligor, in any event within five each case in a manner which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (5e) Business Days, after a Responsible Officer becoming aware promptly upon obtaining Knowledge of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Authority affecting Holdings any Obligor which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (f) promptly after receipt of any notice of any violation by any Obligor of any Environmental Law which could reasonably be expected to have, or has resulted in, a Material Adverse Effect or that any Governmental Authority has asserted that any Obligor is not in compliance with any Environmental Law or is investigating any Obligor’s compliance therewith, in each case, which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (g) promptly after receipt of any written notice that any Obligor is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that any Obligor (or Obligor’s Property) is subject to an Environmental Lien which has priority over the Agent’s Liens or any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of its Restricted Subsidiaries, any Contaminant which, in any each case, would could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (h) promptly (and in any event within 30 days) after any change in any Obligor’s legal name, state of organization, or form of organization; (i) upon request, each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL, or the IRS with respect to each Pension Plan; (j) upon request, copies of each actuarial report for any Pension Plan and annual report for any Multi-employer Plan, and promptly after receipt thereof by any Obligor or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer such Pension Plan, (ii) any unfavorable determination letter from the IRS regarding the qualification of a Pension Plan under Section 401(a) of the Code or (iii) any notice from a Multi-employer Plan regarding the imposition of withdrawal liability; (k) promptly after any Obligor or any ERISA Affiliate has Knowledge that any of the following events, which could reasonably be expected to have, or has resulted in, a Material Adverse Effect, has or will occur: (i) a Multi-employer Plan has been or will be terminated, (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan; (l) promptly upon obtaining Knowledge of any (i) default, breach or failure to perform alleged in writing on the part of any Debtor under or in regard to any Major Lease, (ii) default, breach or failure to perform on the part of any Tenant under any Major Lease or any assertion, in writing, by any such Tenant or any guarantor of any such Tenant’s obligations under such Major Lease that such Tenant or guarantor intends to seek to terminate such Major Lease or the guarantee of the Tenant’s obligations thereunder or (iii) bankruptcy or similar action relating to any such Tenant or guarantor, in each case, which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (m) promptly upon obtaining Knowledge of any Casualty that is expected to result in damages in excess of the Threshold Amount or any Condemnation that could reasonably be expected to have a Material Adverse Effect.material adverse effect on the value of the relevant Property affected thereby, information regarding such Casualty or Condemnation (as applicable) in such detail as the Agent may reasonably request; (dn) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in each Debtor shall deliver to the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence Agent copies of any written notices of material default or material event of default relating to any Major REA served to or by such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, Debtor which could reasonably be expected to have a Material Adverse Effect; and (o) promptly upon obtaining Knowledge that the aggregate amount of any Tenant Allowances made in respect of Primary Properties has exceeded $7,000,000 in any Fiscal Year (for purposes of the Fiscal Year ending December 31, and any action taken 2009, for the period from the Closing Date through December 31, 2009). Notwithstanding anything to the contrary contained in clauses (g), (h), (j), (k), (l), (m), (n) or threatened in writing(o) by the IRSof this Section 7.3, the DOL, the PBGC failure to deliver any notice or the Multi-employer Plan sponsor with respect thereto; provided, however, provide any information in the event accordance therewith shall not constitute a Default or Event of a Reportable Event, the Borrower shall notify Default so long as such notice or information is delivered to the Agent by concurrently with the later delivery of fifteen the financial statements pursuant to clauses (15a) Business Days and or (b) or Section 7.2 for the date on period in which notification is required such relevant notice or information were to be provided have been given to the PBGC Agent. Notwithstanding the foregoing, notice shall be deemed to have been properly given in respect of the events, facts or circumstances set forth in this Article 7 if such events, facts or circumstances are described in any pleading, motion, application, financial information, petition, schedule, report and other papers or documents delivered to the Agent pursuant to Section 4043(a7.2(i) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000). (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings the Borrower or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings the Borrower or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least no later than ten (10) Business Days (or such longer period to which the Required Lenders Agent may agree in their its discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Multiemployer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, the Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings the Borrower or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral Accounts of an Obligor makes a claim for conversion with respect to any such Collateral Accounts but only if the Collateral Accounts that are the subject to of such claim has have a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) 2,500,000. Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdingsthe Borrower, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower Borrowers shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in Promptly after any event within five (5) Business Days, after a Responsible Officer of any Loan Party becoming aware of any Default or Event of Default.; (b) Promptly, and in Promptly after any event within five (5) Business Days, after a Responsible Officer of any Loan Party becoming aware of the assertion by the holder of any capital stock of any Loan Party or the holder of any Debt of any Loan Party in a face amount in excess of $10,000,000 that a default exists with respect thereto or that such Loan Party is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance; (c) Promptly after any Responsible Officer of any Loan Party becoming aware of any claim, event or circumstance which could reasonably be expected to have a Material Adverse Effect; (d) Promptly after any Responsible Officer of any Loan Party becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would could reasonably be expected to have a Material Adverse Effect.; (ce) Promptly, and in Promptly after any event within five (5) Business Days, after a Responsible Officer of any Loan Party becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the any Loan Party in a manner which could reasonably be expected to have a Material Adverse Effect; (f) Promptly after any Responsible Officer of any Loan Party becoming aware of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would Loan Party which could reasonably be expected to have a Material Adverse Effect.; (dg) Promptly after receipt by a Responsible Officer of any Loan Party of (i) any notice of any violation by any Loan Party of any Environmental Law or (ii) any writing from any Governmental Authority asserting that (x) any Loan Party is not in compliance with any Environmental Law or (y) any Loan Party is being investigated for its compliance with the Environmental Law, provided that any such violation, noncompliance or investigation could reasonably be expected to have a Material Adverse Effect; (h) Promptly after receipt by any Responsible Officer of any Loan Party of any written notice that the any Loan Party is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that any Loan Party is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, is reasonably likely to give rise to liability in excess of $10,000,000; (i) Promptly after receipt by a Responsible Officer of any Loan Party of any written notice of the imposition of any Environmental Lien against any property of any Loan Party securing an amount which could reasonably be expected to exceed $10,000,000; (i) Any change in Holdings’ or any ObligorLoan Party’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, state of incorporation or organization, type of entity, organizational identification number, or form of organization, each as applicabletrade names under which any Loan Party will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case no later at least thirty (30) days prior thereto (or such shorter period as agreed to by the Agent in its sole discretion); and (ii) any additional manufacturing facility, warehouse, storage facility, or customer or vendor locations where Collateral is located (other than Collateral in transit), which information shall be updated monthly and included in the monthly reports prescribed in Section 5.2(m); (k) Within ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower any Loan Party or any ERISA Affiliate knows or has reason to know, that an ERISA Event has occurred Event, or is reasonably expected to occura prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code), that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, which could reasonably be expected to have a Material Adverse Effectresult in liability to any Loan Party in excess of $10,000,000, and has occurred, and, when known, any action taken (or threatened in writing) by the IRS, the DOL, or the PBGC with respect thereto; (l) Promptly after request, or, in the event that such filing reflects a potentially adverse significant financial change with respect to the matters covered thereby, within ten (10) Business Days after the filing thereof with the PBGC, the DOL, or the IRS, as applicable, copies of the following: (i) each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL, or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL, or the IRS with respect to any Plan and all communications received by any Loan Party or any ERISA Affiliate from the PBGC, the DOL, or the IRS with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL, or the IRS, with respect to each Plan by either any Loan Party or any ERISA Affiliate; (m) Promptly after request, copies of each actuarial report for any Plan or Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to annual report for any Multi-employer Plan, ; and within ten (A10) Business Days after receipt thereof by any documents described in Section 101(k) of ERISA that Holdings, the Borrower Loan Party or any ERISA Affiliate may request and Affiliate, copies of the following: (Bi) any notices described in of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 101(l401(a) of ERISA that Holdings, the Borrower Code; or (iii) any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices notice from the administrator or sponsor of the applicable a Multi-employer Plan, Holdings, Plan regarding the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies imposition of such documents and notices promptly after receipt thereof.withdrawal liability to any Loan Party in excess of $10,000,000; (gn) Within fifteen ten (1510) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to failure by any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower Loan Party or any ERISA Affiliate was not previously contributing, to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; (o) Within ten (10) Business Days after any Responsible Officer of any Loan Party or any ERISA Affiliate knows or has reason to know that any of the following events has or will occur which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and result in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect liability to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value Loan Party in excess of $1,000,000.10,000,000: (i) a Multi-employer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan; (kp) Promptly after the Borrowers have notified the Agent of any intention by the Borrowers to treat the Revolving Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; or (q) Within five ten (510) Business Days after any change Responsible Officer of any Loan Party knows or has reason to know that any Liens for taxes or statutory Liens for taxes, assessments and other governmental charges, in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) an amount exceeding $1,000,000, may be imposed or assessed, notices of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet Liens and the initial location to which such fleet will be deployed. (m) details thereof. Each notice given under this Section 6.3 5.3 shall be accompanied by a statement of a Responsible Officer describing describe the subject matter thereof in reasonable detail detail, and setting shall set forth the action that Holdingsthe Loan Party, its applicable Restricted Subsidiary, or any ERISA Affiliate Affiliate, as applicable, has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower Obligors shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times:times (which notice shall set forth, in reasonable detail, the action that the Obligors or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto): (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware promptly upon obtaining Knowledge of any Default or Event of Default.; (b) Promptly, and in promptly upon obtaining Knowledge of any event within five or development which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (5c) Business Days, after a Responsible Officer becoming aware promptly upon obtaining Knowledge of any claim, pending (or written threat of any) action, suit, or proceeding, or counterclaim by any Person, or any pending or threatened (in writing) investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would could reasonably be expected to have have, or has resulted in, a Material Adverse Effect.; (cd) Promptlypromptly upon obtaining Knowledge of any pending (or written threat of any) strike, and work stoppage, unfair labor practice claim, or other labor dispute affecting any Obligor, in any event within five each case in a manner which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (5e) Business Days, after a Responsible Officer becoming aware promptly upon obtaining Knowledge of any violation of any Law (including any Environmental Law)law, statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would Obligor which could reasonably be expected to have have, or has resulted in, a Material Adverse Effect.; (df) Any change promptly after receipt of any notice of any violation by any Obligor of any Environmental Law which could reasonably be expected to have, or has resulted in, a Material Adverse Effect or that any Governmental Authority has asserted that any Obligor is not in Holdings’ compliance with any Environmental Law or is investigating any Obligor’s compliance therewith, in each case, which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (g) promptly after receipt of any written notice that any Obligor is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that any Obligor (or Obligor’s Property) is subject to an Environmental Lien which has priority over the Agent’s Liens or any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in each case, could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (h) at least 30 days prior to any change in any Obligor’s legal name, state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization; (i) upon request, each as applicableannual report (Form 5500 series), in including Schedule B thereto, filed with the PBGC, the DOL, or the IRS with respect to each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change.Pension Plan; (ej) Promptlyupon request, copies of each actuarial report for any Pension Plan and annual report for any Multi-employer Plan, and in promptly after receipt thereof by any event within fifteen Obligor or any ERISA Affiliate, copies of the following: (15i) Business Daysany notices of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer such Pension Plan, (ii) any unfavorable determination letter from the IRS regarding the qualification of a Pension Plan under Section 401(a) of the Code or (iii) any notice from a Multi-employer Plan regarding the imposition of withdrawal liability; (k) promptly after a Responsible Officer of Holdings, the Borrower any Obligor or any ERISA Affiliate knows has Knowledge that an ERISA Event has occurred or is any of the following events, which could reasonably be expected to have, or has resulted in, a Material Adverse Effect, has or will occur: (i) a Multi-employer Plan has been or will be terminated, that(ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi- employer Plan, alone or with another (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA Event to terminate a Multi-employer Plan; (l) promptly upon obtaining Knowledge of any (i) default, breach or failure to perform alleged in writing on the part of any Debtor under or in regard to any Major Lease, (ii) default, breach or failure to perform on the part of any Tenant under any Major Lease or any assertion, in writing, by any such Tenant or any guarantor of any such Tenant’s obligations under such Major Lease that has occurred such Tenant or is guarantor intends to seek to terminate such Major Lease or the guarantee of the Tenant’s obligations thereunder or (iii) bankruptcy or similar action relating to any such Tenant or guarantor, in each case, which could reasonably be expected to occurhave, or has resulted in, a Material Adverse Effect; (m) promptly upon obtaining Knowledge of any Casualty that is expected to result in damages in excess of the Threshold Amount or any Condemnation that could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value of the relevant Property affected thereby, and any action taken information regarding such Casualty or Condemnation (or threatened as applicable) in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify such detail as the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable may reasonably request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.;

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change. (e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA. (f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l101(1) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Restricted Subsidiary thereof. (j) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdings, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times: (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default. (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings the Borrower or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect. (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect. (d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least no later than ten thirty (1030) Business Days days (or such longer period to which the Required Lenders Agent may agree in their its discretion) after the occurrence of any such change. (ed) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen . (15e) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA[Reserved]. (f) [Reserved]. (g) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request; provided that if Holdings, the Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multi-employer Plan, Holdings, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (g) Within fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or the commencement of contributions to any Pension Plan or Multi-employer Plan, to which Holdings, the Borrower or any ERISA Affiliate was not previously contributing, which in any event could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect. (i) Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the Exchange Act, promptly after any material change in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings the Borrower or any Restricted Subsidiary thereof. (j) PromptlyAt the time of delivering any Compliance Certificate under Section 6.2(c), and in any event within five (5) Business Daysa new Beneficial Ownership Certification, after if a Responsible Officer becoming of the Borrower is aware of any action, suit or proceeding pursuant to which a holder of any Lien on any Collateral makes a claim with respect to any such Collateral but only if the Collateral subject to such claim has a Fair Market Value in excess of $1,000,000. (k) Within five (5) Business Days after any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification. (l) Promptly after the completion thereof, notice of the completion of any fleet of hydraulic fracturing equipment, including, without limitation, the identity of such fleet and the initial location to which such fleet will be deployed. (m) thereto. Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that Holdingsthe Borrower, its applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.