Common use of ADVANCE CONDITIONS Clause in Contracts

ADVANCE CONDITIONS. Sprint shall not be required to make a requested Advance, if on the proposed Borrowing Date for such Advance: (a) There is then outstanding any "Recommended Third Party Offer," as such term is defined in the Governance Agreement; (b) All representations and warranties of the Borrowers contained herein are not true and correct (i) as of the date referred to in any representation or warranty that addresses a matter as of a particular date and (ii) as to all other representations and warranties as of the date of such proposed Advance, unless, in either the case of clause (i) or (ii), the inaccuracy of such representations and warranties would not, individually or in the aggregate, have a Material Adverse Effect; (c) The Average Market Price of the Newco Common Stock is less than $13.00 (adjusted after the date hereof for any stock split, stock dividend or other subdivision or combination of the Newco Common Stock); (d) A Borrowing Notice shall not have been properly submitted with respect to such Advance; (e) A duly executed Note representing the Advance has not been received by Sprint; (f) The Facility Termination Date shall have occurred; or (g) A Default or Event of Default has occurred and is continuing or will exist as a result of the requested Advance; provided, however, this clause (g) shall not apply to any Default, the facts of which have been specifically disclosed to Sprint in the Borrowing Notice for such Advance and as to which Sprint has, within five (5) Business Days after Sprint's receipt of the Borrowing Notice, neither advised the Borrowers of its intent to declare an Event of Default nor, advised the Borrowers that it intends to exercise its rights in this clause (g) and not make the requested Advance (as is Sprint's right, exercising such right in its sole discretion). Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrowers that the conditions contained in this Article IV have been satisfied. Sprint may require a duly completed compliance certificate (dated the Borrowing Date) in substantially the form of Exhibit B hereto as a condition to making an Advance. ---------

ADVANCE CONDITIONS. Sprint The Lender shall not be required to make a requested Advance, if on the proposed Borrowing Date for such Advance: (a) There is then outstanding any "Recommended Third Party Offer," as such term is defined in the Governance Agreement; (b) All representations and warranties of the Borrowers Borrower contained herein and in the Loan Documents are not true and correct (i) as of the date referred to in any representation or warranty that addresses a matter as of a particular date and (ii) as to all other representations and warranties as of the date of such proposed Advance, unless, in either the case of clause (i) or (ii), the inaccuracy of such representations and warranties would not, individually or in the aggregate, have a Material Adverse Effect; (cb) The Average Market Price of the Newco Common Stock is less than $13.00 (adjusted after the date hereof for any stock split, stock dividend or other subdivision or combination of the Newco Common Stock); (d) A An accurate and complete Borrowing Notice shall not have been properly submitted with respect to such Advance; (ec) A duly executed Note representing the Advance has not been received by Sprintthe Lender; (fd) A Security Agreement, in the form of EXHIBIT C hereto, duly executed by an Authorized Officer of the Borrower has not been received by the Lender; (e) The Facility Termination Date shall have occurred; or; (gf) A Default or Event of Default has occurred and is continuing or will exist as a result of the requested Advance; provided, however, this clause (gf) shall not apply to any Default, the facts of which have been specifically disclosed to Sprint the Lender in the Borrowing Notice for such Advance and as to which Sprint the Lender has, within five (5) Business Days after Sprintthe Lender's receipt of the Borrowing Notice, neither advised the Borrowers Borrower of its intent to declare an Event of Default nor, advised the Borrowers Borrower that it intends to exercise its rights in this clause (gf) and not make the requested Advance (as is Sprintthe Lender's right, exercising such right in its sole discretion); (g) An Event of Force Majeure (as defined in Section 11.13 of this Agreement) has occurred; or (h) The applicable Financial Milestones or the applicable Contractual and Operational Milestones have not been achieved. Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrowers Borrower that the conditions contained in this Article ARTICLE IV have been satisfied. Sprint The Lender may require a duly completed compliance certificate (dated the Borrowing Date) in substantially the form of Exhibit EXHIBIT B hereto as a condition to making an Advance. ---------.

ADVANCE CONDITIONS. Sprint On the date of any request by Borrower for an Advance (including the request for the initial Advance), the following shall not be required to make a requested Advance, if on the proposed Borrowing Date for such Advancesatisfied: (a) There is The aggregate principal amount of all Advances made by Lender pursuant to this Agreement, other than Advances previously repaid, must be less than or equal to the Line Amount as then outstanding any "Recommended Third Party Offer," in effect, and if as such term is defined in a result of the Governance Agreementrequested Advance the Loan exceeds $10,000,000, Borrower shall execute and deliver to Lender a replacement Note evidencing the increased Line Amount; (b) All The representations and warranties of the Borrowers contained herein are not in this Agreement and in every other Loan Document delivered to Lender by Borrower shall be true and correct (i) as of the date referred to in any representation or warranty that addresses a matter Lender makes an Advance as if made as of such date; no Event of Default or Unmatured Event of Default shall exist; and Borrower shall have delivered to Lender a particular date and (ii) as certificate executed by an executive officer to all other representations and warranties as of the date of such proposed Advance, unless, in either the case of clause (i) or (ii), the inaccuracy of such representations and warranties would not, individually or in the aggregate, have a Material Adverse Effecteffect; (c) The Average Market Price making of the Newco Common Stock is less than $13.00 (adjusted after the date hereof for Advance shall not contravene any stock split, stock dividend or other subdivision or combination of the Newco Common Stock)Applicable Laws; (d) A Borrowing Notice Only if the Advance is to finance the purchase or construction of any Utica Assets, (i) Borrower shall not have been properly submitted with respect executed and delivered such security agreements, mortgages and other collateral documents reasonably requested by Lender to such Advance;provide a security interest in and, if requested by Lender, mortgage on, the Utica Assets and (ii) the Senior Lender shall have executed and delivered to Lender an intercreditor agreement in customary form reasonably satisfactory to the Senior Lender and Lender pursuant to which Lender shall have a first priority security interest and, if applicable, mortgage upon 50% of the book value of the Utica Assets and the Senior Lender and Lender shall have a 50/50 pari passu security interest and, if applicable, mortgage upon the remainder of the Utica Assets, which intercreditor agreement shall also provide that Lender will bear the cost of any mortgage tax and documentation expense if it elects to file a mortgage; and (e) A duly executed Note representing All legal matters and corporate proceedings incident to the Advance has not been received by Sprint; (f) The Facility Termination Date transactions contemplated hereby shall be satisfactory, in form and substance, to Lender, who shall have occurred; or (g) A Default or Event received such certificates and evidence of Default has occurred and is continuing or will exist authorization as a result of the requested Advance; provided, however, this clause (g) it shall not apply to any Default, the facts of which have been specifically disclosed to Sprint in the Borrowing Notice for such Advance and as to which Sprint has, within five (5) Business Days after Sprint's receipt of the Borrowing Notice, neither advised the Borrowers of its intent to declare an Event of Default nor, advised the Borrowers that it intends to exercise its rights in this clause (g) and not make the requested Advance (as is Sprint's right, exercising such right in its sole discretion). Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrowers that the conditions contained in this Article IV have been satisfied. Sprint may require a duly completed compliance certificate (dated the Borrowing Date) in substantially the form of Exhibit B hereto as a condition to making an Advance. ---------reasonably request.