Multiple Utilisations may be requested in a Utilisation Request where the proposed Utilisation Date is the date of this Agreement. Only one Utilisation may be requested in each subsequent Utilisation Request.

The Lenders will only be obliged to comply with Clause 6.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

"Utilisation Request" means a notice substantially in the form set out in (Requests).

A Borrower (or the Parent on its behalf) may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than 10.​ one Business Day prior to the proposed Utilisation Date.

Offer Completion. The Offer shall have been completed in accordance with the terms hereof and the Proxy Statement.

Completion/Compliance. The Property and lots therein have been completed in full compliance with all terms hereof. All requirements by applicable local, state and federal governmental authorities will have been met or exceeded for the Property and each lot therein, including but not limited to, preliminary and final plat approval, proper construction and availability of fully operational utilities including roads, water, sanitary sewer, storm, sewer with all necessary permits and fully compliant (no violations) with all applicable rules, regulations, and ordinances of applicable authorities, and a written statement from the engineer of record that building permits are obtainable from the appropriate governmental agencies for the construction of single-family houses on the lots. A preliminary and final plat of the development, approved construction drawings from the municipal authority and an “AS BUILT” survey will be provided in “PDF” and “CAD” format to the Buyer as they become available. Each lot pin shall have a flagged wooden lathe to mark the pin location. Provided that Buyer provides Seller adequate and appropriate utility easements over and under the Property, as reasonably determined by Seller, Seller will cause permanent underground electric power and telecommunication facilities (collectively, the “Permanent Utilities”) to be installed and available to the perimeter of each lot within the Property within ninety (90) days after Buyer has poured the slab for a residence on a lot and has given Seller written notice that Buyer is ready for the Permanent Utilities for the lot. This post-closing obligation of Seller to provide Permanent Utilities shall expressly survive Closing for twenty-four (24) months.

the Affiliated/Strategic Assets may only be disposed with the prior approval of HWIC or otherwise pursuant to the terms of this Note. The Affiliated/Strategic Assets and this Note will be permitted to be transferred among the Target Group (which shall be deemed to include any transfer to or deposit in any trust in respect of Funds at Lloyds (FAL)) provided that in respect of the transfer of Affiliated/Strategic Assets:

Substantial Completion. For purposes of this Third Amendment, "Substantial Completion" of the Improvements in the New Premises shall occur upon the completion of construction of the Improvements in the New Premises pursuant to the Approved Working Drawings, with the exception of any punch list items and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant.

Company Request. After the Closing Date the Company may by written notice to the Administrative Agent request # commitments (each, an “Incremental Term Increase”) to increase the aggregate principal amount of any existing Term Facility or to establish one or more new Term Facilities (each, an “Incremental Term Facility”) and/or # commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Increase, Incremental Term Facility and Incremental Revolving Increase, the “Incremental Facilities”) not to exceed the Incremental Cap available at the time any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be required for an assignment under [Section 10.06]. Each such notice shall specify # the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent) and # the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregate amount of ​ or any whole multiple of ​ in excess thereof (provided that such amount may be less than ​ if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).

Borrowing Request. On or prior to the Closing Date, the Administrative Agent shall have received one or more Borrowing Requests, to the extent any Borrowing is requested on the Closing Date.

Loan Request. As set forth in that certain Loan Request – Additional Term Loan dated ​, executed and delivered by Borrowers to Lenders and attached hereto as [Annex A], Borrowers have requested that Lenders make the First Amendment Date Additional Term Loan on the First Amendment Date.

Request Notice. If at any time during the Lease Term Tenant desires to assign this Lease or sublet all or any part of the Premises, in each case other than to an Affiliate or Permitted Transferee, then in connection with Tenant’s request to Landlord for Landlord’s consent thereto, Tenant shall give notice to Landlord at least thirty (30) days prior to the date on which Tenant desires such assignment or sublease to become effective (“Tenant’s Request Notice”) containing: the identity of the proposed assignee, subtenant or other party and a general description of its business and the proposed use of the Premises; the basic business and economic terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment or subletting (the “Proposed Sublease or Assignment Commencement Date”); a description of the premises proposed to be sublet (the “Proposed Sublet Space”); the most recent financial statement or other evidence of financial responsibility of such proposed assignee, or subtenant (subject to Landlord’s execution and delivery of a commercially reasonable non-disclosure agreement); and a certification executed by Tenant stating whether or not any premium or other consideration is being paid for the assignment, sublease or other transaction. No later than twenty-one (21) days after Landlord’s receipt of the Tenant’s Request Notice meeting the requirements set forth above, Landlord shall, in accordance with the terms of this Lease, provide Tenant written notice of its approval or disapproval of the proposed transaction.

Each Lender may, in its sole discretion, agree to any Extension Request. Each Lender that agrees to an Extension Request by the date falling 15 days before the relevant anniversary of the date of this Agreement will extend its Commitment for a further period of one year or two years, as set out in the relevant Extension Request, from the then current Final Maturity Date in respect of that Lender's Commitment and the Final Maturity Date with respect to the Commitment of that Lender will be extended accordingly.

"Utilisation Date" means the date on which a Utilisation is made.

Completion of Improvements. ​ shall have received evidence satisfactory to ​ of the Completion of the Improvements.

Notice of Completion. ​ shall have received evidence that ​ has filed any notice of Completion of the Improvements necessary to establish commencement of the shortest statutory period for the filing of mechanic’s and materialmen’s liens, if any.

Completion of Alterations. Promptly following completion of any Alterations (excluding Alterations that do not require a building permit), Tenant shall # furnish to Landlord “as built” plans therefor, and # cause a timely notice of completion to be recorded in the Office of the Recorder of the County of San Mateo in accordance with Civil Code Section 3093 or any successor statute. All trash which may accumulate in connection with Tenant’s construction activities shall be removed by Tenant or its contractor at reasonable intervals at no expense to Landlord from the Premises and the Building.

Request for Advancement; Request for Indemnification. (i) To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee, and, only to the extent required by applicable law which cannot be waived, an unsecured written undertaking to repay amounts advanced. The Company shall make advance payment of Expenses to Indemnitee no later than ten (10)_business days after receipt of the written request for advancement (and each subsequent request for advancement) by Indemnitee. If, at the time of receipt of any such written request for advancement of Expenses, the Company has director and officer insurance policies in effect, the Company will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies. The Company shall thereafter keep such director and officer insurers informed of the status of the Proceeding or other claim and take such other actions, as appropriate to secure coverage of Indemnitee for such claim.