Common use of Further Subsidiary Guarantors Clause in Contracts

Further Subsidiary Guarantors. (a) The Company shall cause each of its future Restricted Subsidiaries (other than Persons organized under the laws of the PRC) after the Original Issue Date, promptly upon becoming a Restricted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will guarantee the payment of the Notes as either a Subsidiary Guarantor or JV Subsidiary Guarantor. Notwithstanding the foregoing, the Company may elect to have any future Restricted Subsidiary (and its Restricted Subsidiaries) organized outside the PRC not provide a Subsidiary Guarantee or JV Subsidiary Guarantee at the time such entity becomes a Restricted Subsidiary, provided that, after giving effect to the Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the date such Subsidiary becomes a Restricted Subsidiary. Each such Restricted Subsidiary and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to as Other Non-Guarantor Subsidiaries. If, at any time, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors exceed 20.0% of the Total Assets, the Company must promptly cause one or more Other Non-Guarantor Subsidiaries to execute and deliver to the Trustee a supplemental indenture to the Indenture pursuant to which such Other Non-Guarantor Subsidiaries will guarantee the payment of the Notes such that the 20.0% limitation is complied with and will become Subsidiary Guarantors.

Further Subsidiary Guarantors. (a) The Company shall shall, for the benefit of the Holders of the Notes, cause each of its future Restricted Subsidiaries (other than Persons the Restricted Subsidiaries organized under the laws of the PRCPRC (the “PRC Non-Guarantor Subsidiaries”)) after the Original Issue Date, promptly upon becoming as soon as practicable and in any event within 30 days after it becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such future Restricted Subsidiary will guarantee shall Guarantee the payment of the Notes as either a Subsidiary Guarantor or JV Subsidiary GuarantorNotes. Notwithstanding the foregoing, the Company may elect to have any future Restricted Subsidiary (and its Restricted Subsidiaries) organized outside the PRC not provide a Subsidiary Guarantee or JV Subsidiary Guarantee at the time such entity becomes a Restricted Subsidiary or at any time thereafter or ceases to be an Exempted Subsidiary (each such Restricted Subsidiary, a “New Non-Guarantor Subsidiary,” and together with Exempted Subsidiaries, the PRC Non-Guarantor Subsidiaries and the Initial Non-Guarantor Subsidiaries, for as long as they are not Subsidiary Guarantors, the “Non-Guarantor Subsidiaries”); provided that, after giving effect to the amount of Consolidated Assets of such Restricted Subsidiary, (i) the Consolidated Assets of all Restricted Non-Guarantor Subsidiaries organized outside (other than Exempted Subsidiaries and the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors Non-Guarantor Subsidiaries) do not account for more than 20.0exceed 30.0% of the Total Assets and (ii) no Event of Default shall have occurred and be continuing, as of the date of such Subsidiary becomes a Restricted Subsidiary. Each such Restricted Subsidiary and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to as Other Non-Guarantor Subsidiaries. If, at any time, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors exceed 20.0% of the Total Assets, the Company must promptly cause one or more Other Non-Guarantor Subsidiaries to execute and deliver to the Trustee a supplemental indenture to the Indenture pursuant to which such Other Non-Guarantor Subsidiaries will guarantee the payment of the Notes such that the 20.0% limitation is complied with and will become Subsidiary Guarantorsdesignation.

Further Subsidiary Guarantors. (a) The Company shall Parent Guarantor will, for the benefit of the Holders of the Notes, cause each of its future Restricted Subsidiaries (other than Persons Subsidiaries organized under the laws of the PRC) after the Original Issue Date), promptly upon becoming and in any event within 30 days after it becomes a Restricted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will guarantee the payment of the Notes as either a Subsidiary Guarantor or JV Subsidiary GuarantorNotes. Notwithstanding the foregoingforegoing sentence, the Company Parent Guarantor may elect to have any future Restricted Subsidiary (and its Restricted Subsidiaries) organized outside the PRC not provide a Subsidiary Guarantee or JV Subsidiary Guarantee at the time such entity becomes a Restricted Subsidiary; provided, provided that, after giving effect to the Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Non-Guarantor Subsidiaries organized outside the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 20.05.0% of the Total Assets as of the date such Subsidiary entity becomes a Restricted Subsidiary. Each such Restricted Subsidiary and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to as Other Non-Guarantor Subsidiaries. IfIn addition, if, at any time, the Consolidated Assets of all Restricted Non- Guarantor Subsidiaries organized outside the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors exceed 20.05.0% of the Total Assets, the Company must promptly Parent Guarantor shall cause one or more Other Non-Guarantor Subsidiaries organized outside the PRC to execute and deliver to the Trustee a supplemental indenture to this Indenture in the Indenture form of Exhibit G pursuant to which such Other Non-Guarantor Subsidiaries will guarantee the payment of the Notes such that the 20.05.0% limitation is complied with with. Such supplemental indenture shall be executed within 30 days from the date of the most recent fiscal quarter for which consolidated financial statements of the Parent Guarantor (which the Parent Guarantor shall use its reasonable best efforts to compile on a timely manner and will become which may include internal consolidated financial statements) are available. Each Restricted Subsidiary Guarantorsthat guarantees the Notes after the Original Issue Date will, upon execution of the applicable supplemental indenture to this Indenture, be a “Subsidiary Guarantor”.