SPECIAL LEVY. Notwithstanding anything to the contrary stipulated for in this sale agreement, it is agreed between the parties that if a special levy is pro-rated by the Body Corporate as contemplated in Section 3(3) of the Sectional Title Schemes Management Act, 2011 the Purchaser will be liable for such portion which is payable after date of registration of transfer and the Seller liable for such portion for periods prior thereto.

SPECIAL LEVY. The Special Levy, as defined in the Rate and Method of Apportionment of Special Levy (the "Rate and Method") attached to the District General Plan as Exhibit shall be imposed on the taxable parcels of real property located in the PID (as identified in Section and Exhibit of the District General Plan) and the revenues of the Special Levy shall secure the debt service payments due on PID Bonds, as provided in the Act. (i) The PID shall issue Special Levy Revenue Bonds in an estimated maximum aggregate principal amount of $ , in one or more series, the proceeds of which shall be used to defray the cost of constructing the Eligible Infrastructure not otherwise reimbursed to TSVI from other sources and for such other purposes authorized under the Act. (ii) The Special Levy shall meet the following conditions, as set forth in Exhibit of the PID Feasibility Study:

SPECIAL LEVY. The Special Levy, as defined in the Rate and Method of Apportionment of Special Levy (the “Rate and Method”) attached to the District General Plan as Exhibit shall be imposed on the taxable parcels of real property located in the PID (as identified in Section and Exhibit of the District General Plan) and the revenues of the Special Levy shall secure the debt service payments due on PID Bonds, as provided in the Act. (i) The PID may issue Special Levy Revenue Bonds in an estimated maximum aggregate principal amount of $ , in one or more series, the proceeds of which shall be used to defray the cost of constructing the Eligible Infrastructure not otherwise reimbursed to TSVI from other sources and for such other purposes authorized under the Act. (ii) At or after the time the PID has incurred a reimbursement obligation as provided in the Amended and Restated Master Development Agreement, the PID may issue reimbursement certificates or other obligations to TSVI providing for reimbursement of TSVI from accumulated Special Levy revenues for Reimbursable Costs. (iii) The Special Levy shall meet the following conditions, as set forth in Exhibit of the PID Feasibility Study:

SPECIAL LEVY. 6.01 A levy on members can be imposed only for a specific purpose and may not exceed a term in excess of twelve (12) calendar months. A levy does not refer to, nor include, regular monthly MRSA dues. 6.02 Special levies are recommended by the MRSA Executive and approved by vote of the membership. 6.03 The MRSA Executive will make a recommendation to the membership when a specified levy is required. A meeting of the membership will be set to discuss the specified levy. Ten (10) days prior notice of the meeting must be given to all members via email address last provided by MRU, or the last provided personal email address of the member. A vote will be held following the meeting and conducted in accordance with MRSA Policy. The special levy will be implemented if accepted by the majority of members participating in the vote.

SPECIAL LEVY. 6.1 Funds raised by the Special Area Levy being imposed by the City shall only be utilized for the acquisition of the Stonebridge Golf Course and its operation as a golf course or as Open Space/Green Space, except as permitted in clause 5.7 above. 6.2 Funds raised by the Special Area Xxxx, and any interest earned by such funds, shall be held in a special account, the Stonebridge Levy Reserve. 6.3 Should the Stonebridge Golf Course be owned or leased by the SCA or a nominee corporation, funds shall be released from the Stonebridge Levy Reserve to the SCA or nominee corporation upon certification satisfactory to the City Treasurer that such funds are necessary for the then current year’s operation (capital, maintenance/repair, daily operations) of the Stonebridge Golf Course. 6.4 The owner, lessee and/or third party service provider shall make their records in respect of the Stonebridge Golf Course (as either a golf course or open space/green space) available, upon 15 days written notice, to the City’s Auditor General or the City’s external auditor.

SPECIAL LEVY. If after acceptance hereof but before transfer is effected, the body corporate passes any resolution imposing a special levy to cater for any future improvements to the scheme the PURCHASER shall be liable for the payment thereof. The SELLER warrants that it/he is not aware of any pending resolution and further undertakes to timeously notify the PURCHASER of any meeting of the Body Corporate to be held between date of acceptance of this agreement and date of transfer.

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Collateral Management Fee Borrower shall pay Lender as additional interest a monthly collateral management fee (the “Collateral Management Fee”) equal to .083% per month calculated on the basis of the daily average amount of the balances under the Revolving Facility outstanding during the preceding month. The Collateral Management Fee shall be payable monthly in arrears on the first day of each successive calendar month (starting with the month in which the Closing Date occurs).
Special Payment If (1) you submit a Claim Notice in accordance with Paragraph B above on your own behalf (and not on behalf of any other party); (2) we refuse to provide you with the relief you request; and (3) an arbitrator subsequently determines that you were entitled to such relief (or greater relief), the arbitrator shall award you at least $5,100 (plus any fees and costs to which you are entitled).
Bring Down Opinions; Negative Assurance At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) a written opinion of Company U.S. Counsel and (ii) a written opinion of Company Australian Counsel, each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of Company U.S. Counsel. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell ADSs pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell ADSs following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell ADSs pursuant to this Agreement, the Company shall provide the Manager with such opinion or negative assurance representation.
Collateral Monitoring Fee Borrowers shall pay to Agent on the first day of each month following any month in which Agent performs any collateral monitoring - namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which monitoring is undertaken by Agent or for Agent’s benefit - a collateral monitoring fee in an amount equal to $850 per day for each person employed to perform such monitoring, plus all costs and disbursements incurred by Agent in the performance of such examination or analysis.
Level I If the grievance is not resolved through informal discussions, the School District designee shall give a written decision on the grievance to the parties involved within ten (10) days after receipt of the written grievance.
Funding Date (A) If the Hotspot Acquisition is consummated on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent: (a) The Acquisition shall have been consummated in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except in the case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.
Solvency Opinion The Administrative Agent shall have received, with a counterpart for each Lender, a solvency opinion reasonably satisfactory to the Agents from an independent valuation firm reasonably satisfactory to the Agents which shall document the solvency of Holdings and its Subsidiaries (including the Borrower) individually and taken together as a single entity, after giving effect to the Asset Contribution, the making of the Loans, the issuance of the Subordinated Debt and the other transactions contemplated hereby and by the Transaction Documents.
Level IV a. If the grievant is not satisfied with the disposition of his/her grievance at Level III, he/she may file the grievance within five (5) days of the Level III response for transmittal to the Board. b. The Board will hear the grievance at its next regularly scheduled meeting or a special meeting which has been called for that purpose. The Board shall transmit its written decision to the grievant within five (5) days of the meeting. The decision of the Board shall be final. Nothing in this section shall be construed so as to deny a grievant any appeal rights available under the law.
Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.
Credit Rating With respect to the Competitive Supplier or Competitive Supplier’s Guarantor, its senior unsecured, unsubordinated long-term debt rating, not supported by third party credit enhancement, and if such debt is no longer rated, then the corporate or long-term issuer rating of Competitive Supplier or Competitive Supplier’s Guarantor.

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