Common use of Security to be Granted Clause in Contracts

Security to be Granted. (a) Each of the Company and the initial Subsidiary Guarantor Pledgor has pledged the Capital Stock of the initial Subsidiary Guarantors (other than Xinyuan International (HK) Property Investment Co., Limited) (the “Collateral”) owned by it (subject to Permitted Liens and the Intercreditor Agreement) in order to secure the obligations of the Company and such Subsidiary Guarantor Pledgor under the August 2019 Notes, the indenture governing the August 2019 Notes, the February 2021 Notes, the indenture governing the February 2021 Notes, the November 2020 Notes, the indenture governing the November 2020 Notes, the March 2020 Notes and the indenture governing the March 2020 Notes. On the Original Issue Date, the Trustee will execute a supplement to and become a party to the Intercreditor Agreement, at which time the Trustee will become a Secured Party under the Intercreditor Agreement and the Holders will be entitled to share in the benefit of the pledge of such Capital Stock on a pari passu basis with the holders of the August 2019 Notes, the holders of the February 2021 Notes, the holders of the November 2020 Notes, the holders of the March 2020 Notes and the holders of any other Permitted Pari Passu Secured Indebtedness. (b) The Company and each Subsidiary Guarantor Pledgor shall, for the benefit of the Holders of the Notes: (i) execute one or more Security Documents granting to the Shared Security Agent on behalf of the Secured Parties, for the benefit of the Holders of the Notes, Liens (subject to any Permitted Liens and the Intercreditor Agreement) (collectively, the “Lien”) on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (ii) take all requisite steps under applicable laws and undertake other customary procedures in connection with the granting and perfection (if relevant) of the Lien on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (iii) promptly deliver to the Trustee and the Shared Security Agent an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective the Lien (subject to Permitted Liens and the Intercreditor Agreement) created by the Security Documents in the Collateral referenced in this clause (b) and referencing the details of such action; or (B) in the opinion of such counsel, no such action is necessary to make such Lien (subject to Permitted Liens and the Intercreditor Agreement) effective; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact and that all Opinions of Counsel delivered pursuant to this Section 10.01 may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Collateral referenced in this clause (b). (c) The initial Subsidiary Guarantor Pledgor is Xinyuan Real Estate, Ltd. (d) So long as no Payment Default has occurred and is continuing, and subject to the terms of the Security Documents and this Indenture, the Company and the Subsidiary Guarantor Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Capital Stock constituting Collateral. (e) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms. (f) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees, acknowledges that the Collateral as now or hereafter constituted shall be held by the Shared Security Agent for the benefit of all the Holders under the Security Documents, and that the Lien created pursuant to the Security Documents in respect of the Trustee and the Shared Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (g) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Indebtedness, (ii) the time, order or method of attachment of any Liens, the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iii) the time of taking possession or control over any Collateral or (iv) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors, the Company and the Subsidiary Guarantor Pledgors will ensure that: (A) the Liens granted pursuant to the Security Documents will rank at least equally and ratably with all other valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such other Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and (B) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in ‎Section 6.11. The Trustee will not be responsible for making any deductions or withholding in respect of taxes or other governmental charges in respect of any amounts paid from the proceeds of the Collateral.

Security to be Granted. (a) Each The Company shall, for the benefit of the Company holders of the Notes, pledge, and cause the initial Subsidiary Guarantor Pledgor has pledged to pledge, as the case may be, the Capital Stock of the initial Subsidiary Guarantors (other than Xinyuan International (HK) Property Investment Co., Limited) (the “Collateral”) owned by it (subject to Permitted Liens and the Intercreditor Agreement) on the Original Issue Date in order to secure the obligations of the Company under the Notes and such this Indenture and of the initial Subsidiary Guarantor Pledgor under the August 2019 Notes, the indenture governing the August 2019 Notes, the February 2021 Notes, the indenture governing the February 2021 Notes, the November 2020 Notes, the indenture governing the November 2020 Notes, the March 2020 Notes and the indenture governing the March 2020 Notes. On the Original Issue Date, the Trustee will execute a supplement to and become a party to the Intercreditor Agreement, at which time the Trustee will become a Secured Party under the Intercreditor Agreement and the Holders will be entitled to share in the benefit of the pledge of such Capital Stock on a pari passu basis with the holders of the August 2019 Notes, the holders of the February 2021 Notes, the holders of the November 2020 Notes, the holders of the March 2020 Notes and the holders of any other Permitted Pari Passu Secured Indebtednessits Subsidiary Guarantee. (b) The Company and each Subsidiary Guarantor Pledgor shall, for the benefit of the Holders of the Notes: (i) execute one or more Security Documents granting to the Shared Security Agent on behalf of the Secured Parties, for the benefit of the Holders of the Notes, Liens (subject to any Permitted Liens and the Intercreditor Agreement) (collectively, the “Lien”) on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (ii) take all requisite steps under applicable laws and undertake other customary procedures in connection with the granting and perfection (if relevant) of the Lien on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (iii) promptly deliver to the Trustee and the Shared Security Agent an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective the Lien (subject to Permitted Liens and the Intercreditor Agreement) created by the Security Documents in the Collateral referenced in this clause (b) and referencing the details of such action; or (B) in the opinion of such counsel, no such action is necessary to make such Lien (subject to Permitted Liens and the Intercreditor Agreement) effective; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact and that all Opinions of Counsel delivered pursuant to this Section 10.01 may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Collateral referenced in this clause (b). (c) The initial Subsidiary Guarantor Pledgor is Xinyuan Real Estate, Ltd. (d) So long as no Payment Event of Default has occurred and is continuing, and subject to the terms of the Security Documents and this Indenture, the Company and the Subsidiary Guarantor Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Capital Stock constituting Collateral. (e) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their termsterms and authorizes and directs the Shared Security Agent to perform its obligations and exercise its rights thereunder in accordance therewith. (f) The Trustee and the Shared Security Agent and each Holder, by accepting the Notes and the Subsidiary Guarantees, acknowledges that the Collateral as now or hereafter constituted shall be held by the Shared Security Agent for the benefit of all the Holders under the Security Documents, and that the Lien created pursuant to the Security Documents in respect of the Trustee and the Shared Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (g) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Indebtedness, (ii) the time, order or method of attachment of any Liens, the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iii) the time of taking possession or control over any Collateral or (iv) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors, the Company and the Subsidiary Guarantor Pledgors will ensure that: (A) the Liens granted pursuant to the Security Documents will rank at least equally and ratably with all other valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such other Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and (B) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in ‎Section 6.11. The Neither the Trustee nor the Shared Security Agent will not be responsible for making any deductions or withholding in respect of taxes or other governmental charges in respect of any amounts paid from the proceeds of the Collateral.

Security to be Granted. (a) Each of the Company and the initial Subsidiary Guarantor Pledgor has pledged the Capital Stock of the initial Subsidiary Guarantors (other than Xinyuan International (HK) Property Investment Co., Limited) (the “Collateral”) owned by it (subject to Permitted Liens and the Intercreditor Agreement) in order to secure the obligations of the Company and such Subsidiary Guarantor Pledgor under the August 2019 May 2018 Notes, the indenture governing the August 2019 May 2018 Notes, the February 2021 Notes, the indenture governing the February 2021 Notes, the November 2020 Notes, the indenture governing the November 2020 Notes, the March 2020 June 2019 Notes and the indenture governing the March 2020 June 2019 Notes. On the Original Issue Date, the Trustee will execute a supplement to and become a party to the Intercreditor Agreement, at which time the Trustee will become a Secured Party under the Intercreditor Agreement and the Holders will be entitled to share in the benefit of the pledge of such Capital Stock on a pari passu basis with the holders of the August 2019 May 2018 Notes, the holders of the February 2021 Notes, the holders of the November 2020 Notes, the holders of the March 2020 June 2019 Notes and the holders of any other Permitted Pari Passu Secured Indebtedness. (b) The Company and each Subsidiary Guarantor Pledgor shall, for the benefit of the Holders of the Notes: (i) execute one or more Security Documents granting to the Shared Security Agent on behalf of the Secured Parties, for the benefit of the Holders of the Notes, Liens (subject to any Permitted Liens and the Intercreditor Agreement) (collectively, the “Lien”) on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (ii) take all requisite steps under applicable laws and undertake other customary procedures in connection with the granting and perfection (if relevant) of the Lien on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (iii) promptly deliver to the Trustee and the Shared Security Agent an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective the Lien (subject to Permitted Liens and the Intercreditor Agreement) created by the Security Documents in the Collateral referenced in this clause (b) and referencing the details of such action; or (B) in the opinion of such counsel, no such action is necessary to make such Lien (subject to Permitted Liens and the Intercreditor Agreement) effective; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact and that all Opinions of Counsel delivered pursuant to this Section 10.01 may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Collateral referenced in this clause (b). (c) The initial Subsidiary Guarantor Pledgor is Xinyuan Real Estate, Ltd. (d) So long as no Payment Event of Default has occurred and is continuing, and subject to the terms of the Security Documents and this Indenture, the Company and the Subsidiary Guarantor Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Capital Stock constituting Collateral. (e) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their termsterms and authorizes and directs the Shared Security Agent to perform its obligations and exercise its rights thereunder in accordance therewith. (f) The Trustee and the Shared Security Agent and each Holder, by accepting the Notes and the Subsidiary Guarantees, acknowledges that the Collateral as now or hereafter constituted shall be held by the Shared Security Agent for the benefit of all the Holders under the Security Documents, and that the Lien created pursuant to the Security Documents in respect of the Trustee and the Shared Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (g) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Indebtedness, (ii) the time, order or method of attachment of any Liens, the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iii) the time of taking possession or control over any Collateral or (iv) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors, the Company and the Subsidiary Guarantor Pledgors will ensure that: (A) the Liens granted pursuant to the Security Documents will rank at least equally and ratably with all other valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such other Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and (B) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in ‎Section 6.11. The Neither the Trustee nor the Shared Security Agent will not be responsible for making any deductions or withholding in respect of taxes or other governmental charges in respect of any amounts paid from the proceeds of the Collateral.

Security to be Granted. (a) Each of the Company and the initial Subsidiary Guarantor Pledgor has pledged the Capital Stock of the initial Subsidiary Guarantors (other than Xinyuan International (HK) Property Investment Co., Limited) (the “Collateral”) owned by it (subject to Permitted Liens and the Intercreditor Agreement) in order to secure the obligations of the Company and such Subsidiary Guarantor Pledgor under the August 2019 Notes, the indenture governing the August 2019 Notes, the February 2021 Notes, the indenture governing the February 2021 Notes, the November 2020 Notes, the indenture governing the November 2020 Notes, the March 2020 Notes and the indenture governing the March November 2020 Notes. On the Original Issue Date, the Trustee will execute a supplement to and become a party to the Intercreditor Agreement, at which time the Trustee will become a Secured Party under the Intercreditor Agreement and the Holders will be entitled to share in the benefit of the pledge of such Capital Stock on a pari passu basis with the holders of the August 2019 Notes, the holders of the February 2021 Notes, the holders of the November 2020 Notes, the holders of the March 2020 Notes and the holders of any other Permitted Pari Passu Secured Indebtedness. (b) The Company and each Subsidiary Guarantor Pledgor shall, for the benefit of the Holders of the Notes: (i) execute one or more Security Documents granting to the Shared Security Agent on behalf of the Secured Parties, for the benefit of the Holders of the Notes, Liens (subject to any Permitted Liens and the Intercreditor Agreement) (collectively, the “Lien”) on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (ii) take all requisite steps under applicable laws and undertake other customary procedures in connection with the granting and perfection (if relevant) of the Lien on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (iii) promptly deliver to the Trustee and the Shared Security Agent an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective the Lien (subject to Permitted Liens and the Intercreditor Agreement) created by the Security Documents in the Collateral referenced in this clause (b) and referencing the details of such action; or (B) in the opinion of such counsel, no such action is necessary to make such Lien (subject to Permitted Liens and the Intercreditor Agreement) effective; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact and that all Opinions of Counsel delivered pursuant to this Section 10.01 may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Collateral referenced in this clause (b). (c) The initial Subsidiary Guarantor Pledgor is Xinyuan Real Estate, Ltd. (d) So long as no Payment Event of Default has occurred and is continuing, and subject to the terms of the Security Documents and this Indenture, the Company and the Subsidiary Guarantor Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Capital Stock constituting Collateral. (e) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms. (f) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees, acknowledges that the Collateral as now or hereafter constituted shall be held by the Shared Security Agent for the benefit of all the Holders under the Security Documents, and that the Lien created pursuant to the Security Documents in respect of the Trustee and the Shared Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (g) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Indebtedness, (ii) the time, order or method of attachment of any Liens, the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iii) the time of taking possession or control over any Collateral or (iv) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors, the Company and the Subsidiary Guarantor Pledgors will ensure that: (A) the Liens granted pursuant to the Security Documents will rank at least equally and ratably with all other valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such other Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and (B) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in ‎Section 6.11. The Trustee will not be responsible for making any deductions or withholding in respect of taxes or other governmental charges in respect of any amounts paid from the proceeds of the Collateral.

Security to be Granted. (a) Each of the Company and the initial Subsidiary Guarantor Pledgor has pledged the Capital Stock of the initial Subsidiary Guarantors (other than Xinyuan International (HK) Property Investment Co., Limited) (the “Collateral”) owned by it (subject to Permitted Liens and the Intercreditor Agreement) in order to secure the obligations of the Company and such Subsidiary Guarantor Pledgor under the August June 2019 Notes, the indenture governing the August June 2019 Notes, the February 2021 Notes, the indenture governing the February 2021 Notes, the November 2020 Notes, the indenture governing the November 2020 Notes, the March 2020 August 2019 Notes and the indenture governing the March 2020 August 2019 Notes. On the Original Issue Date, the Trustee will execute a supplement to and become a party to the Intercreditor Agreement, at which time the Trustee will become a Secured Party under the Intercreditor Agreement and the Holders will be entitled to share in the benefit of the pledge of such Capital Stock on a pari passu basis with the holders of the August June 2019 Notes, the holders of the February 2021 Notes, the holders of the November 2020 Notes, the holders of the March 2020 August 2019 Notes and the holders of any other Permitted Pari Passu Secured Indebtedness. (b) The Company and each Subsidiary Guarantor Pledgor shall, for the benefit of the Holders of the Notes: (i) execute one or more Security Documents granting to the Shared Security Agent on behalf of the Secured Parties, for the benefit of the Holders of the Notes, Liens (subject to any Permitted Liens and the Intercreditor Agreement) (collectively, the “Lien”) on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (ii) take all requisite steps under applicable laws and undertake other customary procedures in connection with the granting and perfection (if relevant) of the Lien on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (iii) promptly deliver to the Trustee and the Shared Security Agent an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective the Lien (subject to Permitted Liens and the Intercreditor Agreement) created by the Security Documents in the Collateral referenced in this clause (b) and referencing the details of such action; or (B) in the opinion of such counsel, no such action is necessary to make such Lien (subject to Permitted Liens and the Intercreditor Agreement) effective; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact and that all Opinions of Counsel delivered pursuant to this Section 10.01 may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Collateral referenced in this clause (b). (c) The initial Subsidiary Guarantor Pledgor is Xinyuan Real Estate, Ltd. (d) So long as no Payment Event of Default has occurred and is continuing, and subject to the terms of the Security Documents and this Indenture, the Company and the Subsidiary Guarantor Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Capital Stock constituting Collateral. (e) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their termsterms and authorizes and directs the Shared Security Agent to perform its obligations and exercise its rights thereunder in accordance therewith. (f) The Trustee and the Shared Security Agent and each Holder, by accepting the Notes and the Subsidiary Guarantees, acknowledges that the Collateral as now or hereafter constituted shall be held by the Shared Security Agent for the benefit of all the Holders under the Security Documents, and that the Lien created pursuant to the Security Documents in respect of the Trustee and the Shared Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (g) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Indebtedness, (ii) the time, order or method of attachment of any Liens, the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iii) the time of taking possession or control over any Collateral or (iv) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors, the Company and the Subsidiary Guarantor Pledgors will ensure that: (A) the Liens granted pursuant to the Security Documents will rank at least equally and ratably with all other valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such other Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and (B) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in ‎Section 6.11. The Neither the Trustee nor the Shared Security Agent will not be responsible for making any deductions or withholding in respect of taxes or other governmental charges in respect of any amounts paid from the proceeds of the Collateral.

Security to be Granted. (a) Each The Company shall, for the benefit of the Company holders of the Notes, pledge, and the cause each initial Subsidiary Guarantor Pledgor has pledged to pledge, as the case may be, the Capital Stock of the initial Subsidiary Guarantors (other than Xinyuan International (HK) Property Investment Co., Limited) (the “Collateral”) owned by it (subject to Permitted Liens and the Intercreditor Agreement, if any) on the Original Issue Date in order to secure the obligations of the Company under the Notes and this Indenture and of such initial Subsidiary Guarantor Pledgor under the August 2019 Notes, the indenture governing the August 2019 Notes, the February 2021 Notes, the indenture governing the February 2021 Notes, the November 2020 Notes, the indenture governing the November 2020 Notes, the March 2020 Notes and the indenture governing the March 2020 Notes. On the Original Issue Date, the Trustee will execute a supplement to and become a party to the Intercreditor Agreement, at which time the Trustee will become a Secured Party under the Intercreditor Agreement and the Holders will be entitled to share in the benefit of the pledge of such Capital Stock on a pari passu basis with the holders of the August 2019 Notes, the holders of the February 2021 Notes, the holders of the November 2020 Notes, the holders of the March 2020 Notes and the holders of any other Permitted Pari Passu Secured Indebtednessits Subsidiary Guarantee. (b) The Company and each Subsidiary Guarantor Pledgor shall, for the benefit of the Holders of the Notes: (i) execute one or more Security Documents granting to the Shared Security Collateral Agent on behalf of the Secured PartiesTrustee, for the benefit of the Holders of the Notes, Liens (subject to any Permitted Liens and the Intercreditor AgreementLiens) (collectively, the “Lien”) on relevant Collateral (subject to any Permitted Liens and the Intercreditor AgreementLiens); and (ii) take all requisite steps under applicable laws and undertake other customary procedures in connection with the granting and perfection (if relevant) of the Lien on relevant Collateral (subject to any Permitted Liens and the Intercreditor AgreementLiens); and (iii) promptly deliver to the Trustee and the Shared Security Collateral Agent an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective the Lien (subject to Permitted Liens and the Intercreditor AgreementLiens) created by the Security Documents in the Collateral referenced in this clause (b) and referencing the details of such action; or (B) in the opinion of such counsel, no such action is necessary to make such Lien (subject to Permitted Liens and the Intercreditor AgreementLiens) effective; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact and that all Opinions of Counsel delivered pursuant to this Section 10.01 may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Collateral referenced in this clause (b). (c) The initial Subsidiary Guarantor Pledgor is Xinyuan Real Estate, Ltd. (d) So long as no Payment Event of Default has occurred and is continuing, and subject to the terms of the Security Documents and this Indenture, the Company and the Subsidiary Guarantor Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Capital Stock constituting Collateral. (e) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their termsterms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights thereunder in accordance therewith. (f) The Trustee and the Collateral Agent and each Holder, by accepting the Notes and the Subsidiary Guarantees, acknowledges that the Collateral as now or hereafter constituted shall be held by the Shared Security Collateral Agent for the benefit of all the Holders under the Security Documents, and that the Lien created pursuant to the Security Documents in respect of the Trustee and the Shared Security Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (g) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Indebtedness, (ii) the time, order or method of attachment of any Liens, the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iii) the time of taking possession or control over any Collateral or (iv) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors, the Company and the Subsidiary Guarantor Pledgors will ensure that: (A) the Liens granted pursuant to the Security Documents will rank at least equally and ratably with all other valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such other Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and (B) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in ‎Section 6.11. The Neither the Trustee nor the Collateral Agent will not be responsible for making any deductions or withholding in respect of taxes or other governmental charges in respect of any amounts paid from the proceeds of the Collateral.

Security to be Granted. (a) Each of the Company and the initial Subsidiary Guarantor Pledgor has pledged the Capital Stock of the initial Subsidiary Guarantors (other than Xinyuan International (HK) Property Investment Co., Limited) (the “Collateral”) owned by it (subject to Permitted Liens and the Intercreditor Agreement) in order to secure the obligations of the Company and such Subsidiary Guarantor Pledgor under the August 2019 Notes, the indenture governing the August 2019 Notes, the February 2021 Notes, Notes and the indenture governing the February 2021 Notes, the November 2020 Notes, the indenture governing the November 2020 Notes, the March 2020 Notes and the indenture governing the March 2020 Notes. On the Original Issue Date, the Trustee will execute a supplement to and become a party to the Intercreditor Agreement, at which time the Trustee will become a Secured Party under the Intercreditor Agreement and the Holders will be entitled to share in the benefit of the pledge of such Capital Stock on a pari passu basis with the holders of the August 2019 Notes, the holders of the February 2021 Notes, the holders of the November 2020 Notes, the holders of the March 2020 Notes and the holders of any other Permitted Pari Passu Secured Indebtedness. (b) The Company and each Subsidiary Guarantor Pledgor shall, for the benefit of the Holders of the Notes: (i) execute one or more Security Documents granting to the Shared Security Agent on behalf of the Secured Parties, for the benefit of the Holders of the Notes, Liens (subject to any Permitted Liens and the Intercreditor Agreement) (collectively, the “Lien”) on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (ii) take all requisite steps under applicable laws and undertake other customary procedures in connection with the granting and perfection (if relevant) of the Lien on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (iii) promptly deliver to the Trustee and the Shared Security Agent an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective the Lien (subject to Permitted Liens and the Intercreditor Agreement) created by the Security Documents in the Collateral referenced in this clause (b) and referencing the details of such action; or (B) in the opinion of such counsel, no such action is necessary to make such Lien (subject to Permitted Liens and the Intercreditor Agreement) effective; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact and that all Opinions of Counsel delivered pursuant to this Section 10.01 may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Collateral referenced in this clause (b). (c) The initial Subsidiary Guarantor Pledgor is Xinyuan Real Estate, Ltd. (d) So long as no Payment Event of Default has occurred and is continuing, and subject to the terms of the Security Documents and this Indenture, the Company and the Subsidiary Guarantor Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Capital Stock constituting Collateral. (e) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms. (f) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees, acknowledges that the Collateral as now or hereafter constituted shall be held by the Shared Security Agent for the benefit of all the Holders under the Security Documents, and that the Lien created pursuant to the Security Documents in respect of the Trustee and the Shared Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (g) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Indebtedness, (ii) the time, order or method of attachment of any Liens, the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iii) the time of taking possession or control over any Collateral or (iv) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors, the Company and the Subsidiary Guarantor Pledgors will ensure that: (A) the Liens granted pursuant to the Security Documents will rank at least equally and ratably with all other valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such other Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and (B) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in ‎Section 6.11. The Trustee will not be responsible for making any deductions or withholding in respect of taxes or other governmental charges in respect of any amounts paid from the proceeds of the Collateral.