Common use of Special Mandatory Note Proceeds Redemption Clause in Contracts

Special Mandatory Note Proceeds Redemption. (a) Pursuant to the Note Disbursement and Account Agreement, in the event that no funds have been released from the Note Proceeds Account by prior to the date that is one year from the date of the execution of the Senior Secured Credit Facilities due to the failure of all conditions precedent to first utilization of the Senior Secured Credit Facilities to be satisfied or waived (other than with respect to (a) the utilization or disbursement of the proceeds of the Notes, (b) any provision for future land premium payments to be made from the proceeds of the Notes and (c) funding of the Note Debt Service Reserve Account) by such date (the “Special Mandatory Note Proceeds Redemption Event”), the Notes will be subject to a special mandatory redemption (the “Special Mandatory Note Proceeds Redemption”) at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon through the date of redemption. If a Special Mandatory Note Proceeds Redemption Event occurs, the Company will cause a notice of Special Mandatory Note Proceeds Redemption to be delivered to the Trustee and each of the Holders (with a copy to the Note Disbursement Agent and the Collateral Agent) within five Business Days following the date of the occurrence of the Special Mandatory Note Proceeds Redemption Event and will redeem the Notes, in whole and not in part, no later than ten (10) Business Days following the date of such notice of redemption. If the amount of funds in the Note Proceeds Account is insufficient to pay the redemption price, plus accrued and unpaid interest, the Company will provide such amounts to the Trustee directly, as provided in the Note Disbursement and Account Agreement.

Special Mandatory Note Proceeds Redemption. (a) Pursuant 3.3.1 If the Notes become subject to the Note Disbursement and Account Agreement, in the event that no funds have been released from the Note Proceeds Account by prior to the date that is one year from the date of the execution of the Senior Secured Credit Facilities due to the failure of all conditions precedent to first utilization of the Senior Secured Credit Facilities to be satisfied or waived (other than with respect to (a) the utilization or disbursement of the proceeds of the Notes, (b) any provision for future land premium payments to be made from the proceeds of the Notes and (c) funding of the Note Debt Service Reserve Account) by such date (the “Special Mandatory Note Proceeds Redemption Event”), the Notes will be subject to a special mandatory redemption (the “Special Mandatory Note Proceeds Redemption”) at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon through the date of redemption. If a Special Mandatory Note Proceeds Redemption Event occurs, the Company will cause shall deliver a notice of Special Mandatory Note Proceeds Redemption to be delivered to the Trustee and each the Holders as required by the Indenture no later than the fifth Hong Kong Business Day following the occurrence of the Holders (Special Mandatory Note Proceeds Redemption Event, with a copy to the Note Disbursement Agent and the Collateral Agent) within five Business Days following . The Company shall also deliver to the date Note Disbursement Agent, the Trustee and the Collateral Agent a certificate signed by an authorized officer of the occurrence Company setting forth (i) the calculation of the amount of cash, including interest and proceeds from sale of Cash Equivalents, that will be available to the Collateral Agent, based on the Note Deposit Amount and Other Amounts then held in the Note Proceeds Accounts and the Note Interest Reserve Accounts, on the third Hong Kong Business Day prior to the Special Mandatory Note Proceeds Redemption Date and (ii) the calculation of the Special Mandatory Note Proceeds Redemption Event and will redeem Price payable on the Notes, in whole and not in part, no later than ten Special Mandatory Note Proceeds Redemption Date (10) Business Days following the date “Certificate of such notice of redemptionRedemption Calculations”). If such Certificate of Redemption Calculations reveals that the amount of funds in the Note Proceeds Account cash that is so available will be insufficient to pay the redemption priceSpecial Mandatory Note Proceeds Redemption Price, plus accrued and unpaid interestthen the Company shall, within one Hong Kong Business Day after delivery of such certificate to the Note Disbursement Agent, the Company will Trustee and the Collateral Agent, provide such amounts to the Trustee directlydirectly an amount of cash that, without reinvestment, equals the amount of such shortfall (the “Shortfall Amounts”). To the extent that the proceeds realized by the Collateral Agent from liquidating any Cash Equivalents are less than the market value thereof as provided assumed in the Note Disbursement Certificate of Redemption Calculations, the Collateral Agent shall so notify the Company, and Account Agreementthe Company shall promptly, but in any event within one Hong Kong Business Day after receiving such notice, deposit cash in an amount that, without reinvestment, equals the amount of such shortfall.